Common use of Deposit of Proceeds Clause in Contracts

Deposit of Proceeds. (a) Merchandise Agency Account. From and after the Closing Date, all Sale Proceeds and amounts collected in respect of Sales Taxes shall be deposited by Agent in agency accounts established by Agent (the "Agency Accounts"). Agent may, in its discretion, designate new or existing accounts of Agent or Merchant as the Agency Accounts, provided that such accounts are dedicated solely to the deposit of Sale Proceeds and the disbursement of amounts payable by Agent hereunder. Agent shall exercise sole signatory authority and control with respect to the Agency Accounts. Merchant shall promptly upon Agent's request execute and deliver all necessary documents to open and maintain the Agency Accounts. To the extent that Agent shall elect to use existing accounts of Merchant as the Agency Accounts, (a) all Sale Proceeds deposited in such accounts will constitute the property of Agent and shall be held in trust by Merchant for Agent, (b) commencing on the first business day following the Closing Date, and on each business day thereafter, Merchant shall pay to Agent by wire funds transfer all collected funds constituting Sale Proceeds deposited in such accounts, and (c) upon request, Merchant shall deliver to Agent copies of all bank statements and other information relating to such accounts. Merchant shall not be responsible for and Agent shall pay as an Expense hereunder, all bank fees and charges, including wire transfer charges, related to the Agency Accounts, whether received during or after the Sale Term. (b) Credit Card Sale Proceeds. Agent shall have the right (but not the obligation) to use Merchant's credit card facilities (including Merchant's credit card terminals and processor(s), credit card processor coding, merchant identification number(s) and existing bank accounts) for credit card Sale Proceeds. In the event that Agent elects so to use Merchant's credit card facilities, Merchant shall process credit card transactions on behalf of Agent and for Agent's account, applying customary practices and procedures. Without limiting the foregoing, Merchant shall cooperate with Agent to down-load data from all credit card terminals each day during the Sale Term and to effect settlement with Merchant's credit card processor(s), and shall take such other actions necessary to process credit card transactions on behalf of Agent under Merchant's merchant identification number(s). All credit card Sale Proceeds will constitute the property of the Agent and shall be held by Merchant in trust for Agent. Merchant shall deposit all credit card Sale Proceeds into a designated account and shall transfer such Sale Proceeds to Agent daily (on the date received by Merchant if received prior to 12:00 noon, or otherwise within one business day) by wire transfer of immediately available funds. At Agent's request, Merchant shall cooperate with Agent to establish merchant identification numbers under Agent's name to enable Agent to process all credit card Sale Proceeds for Agent's account. Merchant shall not be responsible for and Agent shall pay as an Expense hereunder, all credit card fees, charges, and chargebacks related to the Sale, whether received during or after the Sale Term.

Deposit of Proceeds. (a) Merchandise Agency Account. From and after Prior to the Closing Datepayment of the Guaranteed Amount Deposit, all Sale Proceeds of the Sale, to the extent elected by Agent, proceeds from the sale of Owned FF&E, and amounts collected in respect proceeds of Sales Taxes Additional Goods (including credit card proceeds) shall be collected and deposited on a daily basis into depository accounts designated by Agent in agency the Merchant for the Stores, which accounts established by Agent shall be designated solely for the deposit of Proceeds of the Sale, proceeds from the sale of Owned FF&E, and proceeds of Additional Goods (including credit card proceeds), and the disbursement of amounts as provided herein (the "Agency “Designated Deposit Accounts"”). Agent may, in its discretion, designate new or existing accounts of Agent or Merchant as the Agency Accounts, provided that such accounts are The Designated Deposit Accounts shall be dedicated solely to the deposit of Sale Proceeds such proceeds and the disbursement of amounts payable by Agent hereunder. Agent , and Merchant shall exercise sole signatory authority and control with respect to the Agency Designated Deposit Accounts. Upon request, Merchant shall deliver to Agent and Lender Agent copies of all bank statements and other information relating to the Designated Deposit Accounts. From the Sale Commencement Date through the Payment Date, Proceeds in the Designated Deposit Accounts shall be disbursed, on a weekly basis, as follows: (i) first, to reimburse for Expenses paid during the previous week; (ii) second, to the Lender Agent, until the Guaranteed Amount is paid in full; (iii) third, to the Agent, until the Agent’s Fee is paid in full; (iv) fourth, to the Merchant, in payment of the Recovery Amount, and (v) fifth, to the Agent, the remainder. (b) Following the payment of the Guaranteed Amount Deposit, within twenty (21) days after the Sale Commencement Date, with respect to cash transactions and credit card transactions (as and where applicable the “Merchant Account Usage Period”), Agent shall use its best efforts to establish its own accounts (the”Agency Accounts”) , dedicated solely for the deposit of the Proceeds and the disbursement of amounts payable to Agent hereunder, which accounts may be the Designated Merchant Accounts (as defined herein) and Merchant shall promptly upon Agent's request execute and deliver all necessary documents to open and maintain the Agency Accounts. To ; provided, however, in the extent event that Agent establishes a reasonable business justification therefore, Merchant and Lender Agent shall elect consent to use existing accounts an appropriate extension of the Merchant as Account Usage Period. Agent shall exercise sole signatory authority and control with respect to the Agency Accounts; provided, (a) all Sale Proceeds deposited in such accounts will constitute the property of Agent and shall be held in trust by Merchant for Agenthowever, (b) commencing on the first business day following the Closing Date, and on each business day thereafter, Merchant shall pay to Agent by wire funds transfer all collected funds constituting Sale Proceeds deposited in such accounts, and (c) upon request, Merchant Agent shall deliver to Merchant and Lender Agent copies of all bank statements and other information relating to such accounts. Neither Merchant nor Lender Agent shall not be responsible for and Agent shall pay as an Expense hereunder, all bank fees and charges, including wire transfer charges, related to the Agency Accounts, whether received during or after the Sale Term. Upon Agent's designation of the Agency Accounts, all Proceeds of the Sale (including credit card proceeds) shall be deposited into the Agency Accounts. (bc) Credit Card Sale Proceeds. During the period after the payment of the Guaranteed Amount Deposit and the date Agent establishes the Agency Accounts, all Proceeds of the Sale, to the extent elected by Agent, proceeds from the sale of Owned FF&E, and proceeds of Additional Goods (including credit card proceeds), shall have be collected by Agent and deposited on a daily basis into the right Designated Merchant Accounts or such other accounts as approved in writing by Merchant and Lender Agent as the Designated Merchant Accounts, and on each business day the Proceeds of the Sale, to the extent elected by Agent proceeds from the sale of Owned FF&E and, and proceeds of Additional Goods (but not including credit card proceeds) shall be segregated from the obligation) to use Merchant's credit card facilities (including Merchant's credit card terminals and processor(s)existing accounts, credit card processor codingprovided, merchant identification number(s) and existing bank accounts) for credit card Sale Proceeds. In the event that Agent elects so to use Merchant's credit card facilities, Merchant shall process credit card transactions on behalf of Agent and for Agent's account, applying customary practices and procedures. Without limiting the foregoing, Merchant shall cooperate with Agent to down-load data from all credit card terminals each day during the Sale Term and to effect settlement with Merchant's credit card processor(s), and shall take such other actions necessary to process credit card transactions on behalf of Agent under Merchant's merchant identification number(s). All credit card Sale Proceeds will constitute the property of the Agent and shall be held by Merchant in trust for Agent. Merchant shall deposit all credit card Sale Proceeds into a designated account and shall transfer such Sale Proceeds to Agent daily (on the date received by Merchant if received prior to 12:00 noon, or otherwise within one business day) by wire transfer of immediately available funds. At upon Lender Agent's request, Merchant shall cooperate with provide to Lender Agent to establish merchant identification numbers under Agent's name to enable Agent to process an accounting of all credit card Sale such Proceeds for Agent's accountdeposited in the Designated Merchant Accounts. Commencing on the first business day following the payment of the Guaranteed Amount Deposit and the posting of the Expense L/C, and on each business day thereafter (or as soon thereafter as is practicable), Merchant shall not be responsible for promptly pay to Agent by wire funds transfer all collected funds constituting Proceeds, (as well as proceeds from the sale of Owned FF&E and Agent shall pay as an Expense hereunder, all credit card fees, charges, and chargebacks related Additional Goods to the Saleextent deposited in such accounts) deposited in such accounts (but not any other funds, whether received during or including, without limitation, any proceeds of Merchant's inventory sold prior to the Sale Commencement Date, if any). During the period after the Sale Termpayment of the Guaranteed Amount Deposit and the date Agent establishes the Agency Accounts, or such other extended date as shall be agreed between and among Merchant, Agent and Lender Agent, Lender Agent agrees not to take any action with respect to such Proceeds deposited into the Designated Merchant Accounts; provided, however, Lender Agent retains all of its rights and remedies with respect to the proceeds deposited into such Designated Merchant Accounts that do not constitute Proceeds of the Sale.

Deposit of Proceeds. (ai) Merchandise Agency Account. From and after payment in full of the Closing DateGuaranteed Amount (whether through collection of Proceeds or exercise of the Merchant Option), all Sale Proceeds and amounts collected in respect of Sales Taxes shall be deposited by Agent in agency accounts established by Agent (the "Agency Accounts"). Agent maymay establish its own accounts, in its discretion, designate new or existing accounts of Agent or Merchant as the Agency Accounts, provided that such accounts are dedicated solely to for the deposit of Sale the Proceeds and the disbursement of amounts payable by to Agent hereunderhereunder (the “Agency Accounts”) and Merchant shall promptly, upon Agent’s reasonable request, execute and deliver all necessary documents to open and maintain the Agency Accounts; provided, however, Agent may elect to continue to use Merchant’s Designated Deposit Accounts (as defined below) as the Agency Accounts. Provided the Security Conditions are satisfied OR the Guaranteed Amount has been paid in full, Agent shall exercise sole signatory authority and control with respect to the Agency Accounts. Accounts (provided that, if Agent uses the Merchant shall promptly upon Agent's request execute and deliver all necessary documents to open and maintain the Agency Accounts. To the extent that Agent shall elect to use existing accounts of Merchant Designated Deposit Accounts as the Agency Accounts, (a) all Sale Proceeds deposited the Security Conditions must be satisfied in such accounts will constitute order for Agent to exercise sole signatory authority and control with respect thereto). Unless Agent uses the property of Agent and Merchant Designated Deposit Accounts as the Agency Accounts, the Agency Accounts shall be held in trust by Merchant for Agent, (b) commencing on dedicated solely to the first business day following deposit of Proceeds and the Closing Date, and on each business day thereafter, Merchant shall pay to Agent by wire funds transfer all collected funds constituting Sale Proceeds deposited in such accounts, and (c) upon distribution of amounts payable hereunder. Upon request, Merchant Agent shall deliver to Agent Merchant copies of all bank statements and other information relating to such accounts. Merchant shall not be responsible for for, and Agent shall pay as an Expense hereunder, all bank fees fee and charges, including wire transfer charges, related to the Agency Accounts, whether received during or after the Sale Term. Upon Agent’s notice to Merchant of Agent’s designation of the Agency Accounts, and provided the Security Conditions are satisfied, all Proceeds of the Sale (including credit card Proceeds) shall be deposited into the Agency Accounts. (bii) Credit Card Sale During the period between the date the Guaranteed Amount is paid in full (whether through collection of Proceeds or exercise of the Merchant Option) and the date Agent establishes the Agency Accounts, and provided the Security Conditions are satisfied, all Proceeds (including credit card Proceeds. ), shall be collected by Merchant and deposited on a daily basis into depository accounts designated by, owned and in the name of, Merchant for the Stores, which accounts shall be designated solely for the deposit of Proceeds (including credit card Proceeds), and the disbursement of amounts payable by Agent hereunder (the “Designated Deposit Accounts”). (iii) From and after payment in full of the Guaranteed Amount (whether through collection of Proceeds or exercise of the Merchant Option), and on each business day thereafter, provided the Security Conditions are satisfied, Merchant shall have promptly pay to Agent by wire funds transfer all funds constituting Proceeds (including, without limitation, Proceeds from credit card sales) deposited into the right Designated Deposit Accounts (but not the obligation) any other funds, including, without limitation, any proceeds of Merchant’s inventory sold prior to use Merchant's credit card facilities (including Merchant's credit card terminals and processor(s), credit card processor coding, merchant identification number(s) and existing bank accounts) for credit card Sale Proceeds. In the event that Agent elects so to use Merchant's credit card facilities, Merchant shall process credit card transactions on behalf of Agent and for Agent's account, applying customary practices and procedures. Without limiting the foregoing, Merchant shall cooperate with Agent to down-load data from all credit card terminals each day during the Sale Term and to effect settlement with Merchant's credit card processor(sCommencement Date), and shall take such other actions necessary to process credit card transactions on behalf of Agent under Merchant's merchant identification number(s). All credit card Sale Proceeds will constitute the property of the Agent and shall be held by Merchant in trust for Agent. Merchant shall deposit all credit card Sale Proceeds into a designated account and shall transfer such Sale Proceeds to Agent daily (on the date received by Merchant if received prior to 12:00 noon, or otherwise within one business day) by wire transfer of immediately available funds. At Agent's request, Merchant shall cooperate with Agent to establish merchant identification numbers under Agent's name to enable Agent to process all credit card Sale Proceeds for Agent's account. Merchant shall not be responsible for and Agent shall pay as an Expense hereunder, all credit card fees, charges, and chargebacks related to the Sale, whether received during or after the Sale Term.

Deposit of Proceeds. (a) Merchandise Agency Account. From and after the Closing DateAgent may establish its own accounts, all Sale Proceeds and amounts collected in respect of Sales Taxes shall be deposited by Agent in agency accounts established by Agent (the "Agency Accounts"). Agent may, in its discretion, designate new or existing accounts of Agent or Merchant as the Agency Accounts, provided that such accounts are dedicated solely to for the deposit of Sale the Proceeds and the disbursement of amounts payable by to Agent hereunder (collectively, the “Agency Accounts”), and Merchant shall promptly upon Agent’s request execute and deliver all necessary documents to open and maintain the Agency Accounts; provided, however, Agent may elect to continue to use Merchant’s Designated Deposit Accounts (as defined below) as the Agency Accounts (as defined below). The Agency Accounts shall be dedicated solely to the deposit of Proceeds and the disbursement of amounts payable hereunder. , and Agent shall exercise sole signatory authority and control with respect to the Agency Accounts. Merchant shall promptly upon Agent's request execute and deliver all necessary documents to open and maintain the Agency Accounts. To the extent that Agent shall elect to use existing accounts of Merchant as the Agency Accounts, (a) all Sale Proceeds deposited in such accounts will constitute the property of Agent and shall be held in trust by Merchant for Agent, (b) commencing on the first business day following the Closing Date, and on each business day thereafter, Merchant shall pay to Agent by wire funds transfer all collected funds constituting Sale Proceeds deposited in such accounts, and (c) upon Upon request, Merchant Agent shall deliver to Agent Merchant copies of all bank statements and other information relating to such accounts. Merchant shall not be responsible for for, and Agent shall pay as an Expense hereunder, all bank fees and charges, including wire transfer charges, related to the Agency Accounts, whether received during or after the Sale Term (except, in the case of the period following the Sale Term, to the extent the Agency Accounts consist of Designated Depository Accounts). Upon Agent’s designation of the Agency Accounts, all Proceeds of the Sale (including credit card proceeds) shall be deposited into the Agency Accounts. (b) During the period between the Sale Commencement Date and the date Agent establishes the Agency Accounts, all Proceeds of the Sale (including credit card proceeds) shall be collected by Agent and deposited on a daily basis into depository accounts designated by Merchant for the Stores, which accounts shall be segregated and designated solely for the deposit of Proceeds of the Sale (including credit card proceeds), and the disbursement of amounts payable by Agent hereunder (collectively, the “Designated Deposit Accounts”). Following the payment of the Initial Guaranty Payment and the posting of the Letter of Credit Card Sale Proceeds. and on each business day thereafter, Merchant shall promptly pay to Agent shall have by wire funds transfer all collected funds constituting Proceeds deposited into the right Designated Deposit Accounts (but not the obligation) any other funds, including, without limitation, any proceeds of Merchant’s inventory sold prior to use Merchant's credit card facilities (including Merchant's credit card terminals and processor(s), credit card processor coding, merchant identification number(s) and existing bank accounts) for credit card Sale Proceeds. In the event that Agent elects so to use Merchant's credit card facilities, Merchant shall process credit card transactions on behalf of Agent and for Agent's account, applying customary practices and procedures. Without limiting the foregoing, Merchant shall cooperate with Agent to down-load data from all credit card terminals each day during the Sale Term and to effect settlement with Merchant's credit card processor(sCommencement Date), and shall take such other actions necessary to process credit card transactions on behalf of Agent under Merchant's merchant identification number(s). All credit card Sale Proceeds will constitute the property of the Agent and shall be held by Merchant in trust for Agent. Merchant shall deposit all credit card Sale Proceeds into a designated account and shall transfer such Sale Proceeds to Agent daily (on the date received by Merchant if received prior to 12:00 noon, or otherwise within one business day) by wire transfer of immediately available funds. At Agent's request, Merchant shall cooperate with Agent to establish merchant identification numbers under Agent's name to enable Agent to process all credit card Sale Proceeds for Agent's account. Merchant shall not be responsible for and Agent shall pay as an Expense hereunder, all credit card fees, charges, and chargebacks related to the Sale, whether received during or after the Sale Term.

Deposit of Proceeds. (a) Merchandise Agency Account. From and Within (i) fourteen (14) business days after the Closing Sale Commencement Date, all with respect to cash transactions, and (ii) fourteen (14) days after the Sale Proceeds Commencement Date, with respect to credit card transactions (as and amounts collected in respect of Sales Taxes shall be deposited by Agent in agency accounts established by Agent (where applicable the "Agency AccountsMerchant Account Usage Period"). , Agent mayshall establish its own accounts, in its discretion, designate new or existing accounts of Agent or Merchant as the Agency Accounts, provided that such accounts are dedicated solely to for the deposit of Sale the Proceeds and the disbursement of amounts payable by to Agent hereunder. , which accounts may be the Designated Merchant Accounts (as defined below) so long as Merchant, Agent shall exercise sole signatory authority and control with respect to the Lender Agent agree (the "Agency Accounts. ") and Merchant shall promptly upon Agent's request execute and deliver all necessary documents to open and maintain the Agency Accounts. To ; provided however, in the extent event that Agent establishes a reasonable business justification therefore, Merchant and Lender Agent shall elect consent to use existing accounts an appropriate extension of the applicable Merchant as Account Usage Period. Agent shall exercise sole signatory authority and control with respect to the Agency Accounts; provided however, (a) all Sale Proceeds deposited in such accounts will constitute the property of Agent and shall be held in trust by Merchant for Agent, (b) commencing on the first business day following the Closing Date, and on each business day thereafter, Merchant shall pay to Agent by wire funds transfer all collected funds constituting Sale Proceeds deposited in such accounts, and (c) upon request, Merchant Agent shall deliver to Agent Merchant copies of all bank statements and other information relating to such accounts. Merchant shall not be responsible for and Agent shall pay as an Expense hereunder, all bank fees fee and charges, including wire transfer charges, related to the Agency Accounts, whether received during or after the Sale Term. Upon Agent's designation of the Agency Accounts, all Proceeds of the Sale (including credit card proceeds) shall be deposited into the Agency Accounts. (b) Credit Card During the period between the Sale ProceedsCommencement Date and the date Agent establishes the Agency Accounts, all Proceeds of the Sale (including credit card proceeds), shall be collected by Agent and deposited on a daily basis into Merchant's existing accounts designated for the Designated Closing Stores, but also are designated solely for the deposit of Proceeds of the Sale (including credit card proceeds), and the disbursement of amounts payable by Agent hereunder (the "Designated Merchant Accounts"). Commencing on the first business day following the payment of the Guaranteed Amount Deposit and the posting of the Expense L/C, and on each business day thereafter (or as soon thereafter as is practicable), Merchant shall promptly pay to Agent by wire funds transfer all collected funds constituting Proceeds deposited in such accounts (but not any other funds, including, without limitation, any proceeds of Merchant's inventory sold prior to the Sale Commencement Date, if any). During the applicable Merchant Account Usage Period, or such other extended date as shall be agreed between and among Merchant, Agent and Lender Agent, Lender Agent agrees not to take any action with respect to such Proceeds deposited into the Designated Merchant Accounts; provided however, Lender Agent retains all of its rights and remedies with respect to the proceeds deposited into such Designated Merchant Accounts that do not constitute Proceeds of the Sale. Notwithstanding anything to the contrary contained herein, Agent shall have until thirty (30) days after the right (but not completion of the obligation) Final Reconciliation, to use Merchant's credit card facilities (including Merchant's credit card terminals provide the Lender Agent with notice and processor(s), credit card processor coding, merchant identification number(s) and existing bank accounts) for credit card Sale Proceeds. In demand asserting that a specific amount of proceeds maintained in the event that Agent elects so to use Merchant's credit card facilities, Designated Merchant shall process credit card transactions on behalf Accounts constitute Proceeds of Agent and for Agent's account, applying customary practices and procedures. Without limiting the foregoing, Merchant shall cooperate with Agent to down-load data from all credit card terminals each day during the Sale Term and to effect settlement with Merchant's credit card processor(s), and shall take such other actions necessary to process credit card transactions on behalf of Agent under Merchant's merchant identification number(s). All credit card Sale Proceeds will constitute which are the property of the Agent and shall be held by Merchant in trust for Agent. Merchant shall deposit all credit card Sale Proceeds into a designated account and shall transfer such Sale Proceeds to Agent daily (on the date received by Merchant if received prior to 12:00 noon, or otherwise within one business day) by wire transfer of immediately available funds. At Agent's request, Merchant shall cooperate with Agent to establish merchant identification numbers under Agent's name to enable Agent to process all credit card Sale Proceeds for Agent's account. Merchant shall not be responsible for and Agent shall pay as an Expense hereunder, all credit card fees, charges, and chargebacks related to the Sale, whether received during or after the Sale Term.

Deposit of Proceeds. (a) Merchandise Agency Account. From All Proceeds of the Sale, Agent Sale FF&E, News Stand Inventory and after the Closing Date, all Sale Proceeds and amounts collected in respect of Sales Taxes Café/Candy Inventory (including credit card proceeds) shall be deposited collected by Agent in agency and deposited on a daily basis into depository accounts established designated by Agent (Merchant for the "Agency Accounts"). Agent mayStores, in its discretion, designate new or existing which accounts of Agent or Merchant as the Agency Accounts, provided that such accounts are dedicated shall be designated solely to for the deposit of Proceeds of the Sale Proceeds (including credit card proceeds), and the disbursement of amounts payable by Agent hereunder. Agent hereunder (the “Designated Deposit Accounts”), and Merchant shall exercise sole signatory authority and control with respect to the Agency Designated Deposit Accounts. Merchant shall promptly upon Agent's request execute and deliver all necessary documents to open and maintain the Agency Accounts. To the extent that Agent shall elect to use existing accounts of Merchant as the Agency Accounts, (a) all Sale Proceeds deposited in such accounts will constitute the property of Agent and shall be held in trust by Merchant for Agent, (b) commencing on the first business day following the Closing Date, and on each business day thereafter, Merchant shall pay to Agent by wire funds transfer all collected funds constituting Sale Proceeds deposited in such accounts, and (c) upon Upon request, Merchant shall deliver to Agent copies of all bank statements and other information relating to such accounts. Merchant shall not be responsible for for, and Agent shall pay as an Expense hereunder, all bank fees and charges, including wire transfer charges, related to the Agency Designated Deposit Accounts, whether notice of such expense is received during or after the Sale Term. (b) Credit Card Sale Proceeds. Agent may establish its own accounts, dedicated solely for the deposit of the Proceeds and the disbursement of amounts payable to Agent hereunder (the “Agency Accounts”) and Merchant shall have promptly upon Agent’s request execute and deliver all necessary documents to open and maintain the right (but not the obligation) Agency Accounts; provided, however, Agent may elect to continue to use Merchant's credit card facilities ’s Designated Deposit Accounts (including Merchant's credit card terminals as defined above) as the Agency Accounts. The Agency Accounts shall be dedicated solely to the deposit of Proceeds and processor(s), credit card processor coding, merchant identification number(s) and existing bank accounts) for credit card Sale Proceeds. In the event that Agent elects so to use Merchant's credit card facilities, Merchant shall process credit card transactions on behalf disbursement of Agent and for Agent's account, applying customary practices and procedures. Without limiting the foregoing, Merchant shall cooperate with Agent to down-load data from all credit card terminals each day during the Sale Term and to effect settlement with Merchant's credit card processor(s)amounts payable hereunder, and Agent shall take such other actions necessary exercise sole signatory authority and control with respect to process credit card transactions on behalf of Agent under Merchant's merchant identification number(s)the Agency Accounts. All credit card Sale Proceeds will constitute the property of the Agent and shall be held by Merchant in trust for Agent. Merchant shall deposit all credit card Sale Proceeds into a designated account and shall transfer such Sale Proceeds to Agent daily (on the date received by Merchant if received prior to 12:00 noon, or otherwise within one business day) by wire transfer of immediately available funds. At Agent's Upon request, Agent shall deliver to Merchant shall cooperate with Agent and GECC copies of all bank statements and other information relating to establish merchant identification numbers under Agent's name to enable Agent to process all credit card Sale Proceeds for Agent's accountsuch accounts. Merchant shall not be responsible for for, and Agent shall pay as an Expense hereunder, all credit card fees, bank fee and charges, and chargebacks including wire transfer charges, related to the SaleAgency Accounts, whether received during or after the Sale Term. Upon Agent’s designation of the Agency Accounts, all Proceeds of the Sale (including credit card proceeds) shall be deposited into the Agency Accounts. To the extent that Agent uses the Merchant’s Designated Accounts as the Agency Accounts, Merchant shall pay by wire funds transfer, on a daily basis, to Agent all collected funds constituting Proceeds (including credit card proceeds) deposited in Merchant’s Designated Deposit Accounts (but not any other funds, including, without limitation, any proceeds of Merchant’s inventory sold prior to the Sale Commencement Date).