Common use of Proceeds and Collection of Accounts Clause in Contracts

Proceeds and Collection of Accounts. (a) All Receipts constitute Collateral and proceeds of Collateral and, after the occurrence and during the continuance of a Cash Dominion Event, shall be held in trust by the Loan Parties for the Lender; shall not be commingled with any of a Loan Party’s other funds; and shall be deposited and/or transferred only to the Blocked Account. (b) After the occurrence and during the continuance of a Cash Dominion Event, the Borrower shall cause the, and shall cause each Guarantor to, ACH or wire transfer to the Blocked Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of (i) the then current contents of each DDA (other than the Operating Account), each such transfer to be net of any minimum balance, not to exceed $5,000.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained); and (ii) the proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Lender on each Business Day on which any such transfer is made. (c) After the occurrence and during the continuance of a Cash Dominion Event, whether or not any Liabilities are then outstanding, the Loan Parties shall cause the ACH or wire transfer to the Concentration Account, no less frequently than daily, of then entire ledger balance of the Blocked Account, net of such minimum balance, not to exceed $5,000.00, as may be required to be maintained in the Blocked Account by the bank at which the Blocked Account is maintained. (d) After the occurrence and during the continuance of a Cash Dominion Event, in the event that, notwithstanding the provisions of this Section 7-4, a Loan Party receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by such Loan Party for the Lender and shall not be commingled with any of the Loan Party’s other funds or deposited in any account of the Loan Party other than as instructed by the Lender.

Proceeds and Collection of Accounts. (a) All Receipts constitute Collateral and proceeds of Collateral and, after the occurrence and during the continuance of a Cash Dominion Event, shall be held in trust by the Loan Parties Borrower for the LenderCollateral Agent; shall not be commingled with any of a Loan Party’s the Borrower's other funds; and shall be deposited and/or transferred only to the Blocked Account. (b) After the occurrence and during the continuance of a Cash Dominion Event, the The Borrower shall cause the, and shall cause each Guarantor to, the ACH or wire transfer to the Blocked Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of of (i) the then current contents of each DDA (other than (A) any Local DDA and (B) the Operating Account), each such transfer to be net of any minimum balance, not to exceed that amount (not to exceed $5,000.002,500.00), as may be the Borrower, in its best business judgment, determines as being required to be maintained in the subject DDA by the bank at which such DDA is maintained); and and (ii) the proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Lender Administrative Agent on each Business Day on which any such transfer is made. (c) After the occurrence and during the continuance of a Cash Dominion Event, whether Whether or not any Liabilities are then outstanding, the Loan Parties Borrower shall cause the ACH or wire transfer to the Concentration Account, no less frequently than daily, of then entire ledger balance of the Blocked Account, net of such minimum balance, not to exceed that amount (not to exceed $5,000.002,500.00), as may be the Borrower, in its best business judgment, determines as being required to be maintained in the Blocked Account subject DDA by the bank at which the Blocked Account such DDA is maintained. maintained (d) After the occurrence and during the continuance of a Cash Dominion Event, in In the event that, notwithstanding the provisions of this Section 78-4, a Loan Party the Borrower receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by such Loan Party the Borrower for the Lender Administrative Agent and shall not be commingled with any of the Loan Party’s Borrower's other funds or deposited in any account of the Loan Party Borrower other than as instructed by the LenderAdministrative Agent.

Proceeds and Collection of Accounts. (a) All Receipts constitute Collateral and proceeds of Collateral and, after the occurrence and during the continuance of a Cash Dominion Event, shall be held in trust by the Loan Parties Borrower for the LenderAgent; shall not be commingled with any of a Loan Party’s the Borrower's other funds; and shall be deposited and/or transferred only to the Blocked Account. (b) After the occurrence and during the continuance of a Cash Dominion Event, the The Borrower shall cause the, and shall cause each Guarantor to, the ACH or wire transfer to the Blocked Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of (i) the then current contents of each DDA (other than (A) any Local DDA and (B) the Operating Account), each such transfer to be net of any minimum balance, not to exceed $5,000.001,000.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained); and (ii) the proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Lender Agent on each Business Day on which any such transfer is made. (c) After the occurrence and during the continuance of a Cash Dominion Event, whether Whether or not any Liabilities are then outstanding, the Loan Parties Borrower shall cause the ACH or wire transfer to the Concentration Account, no less frequently than daily, of then entire ledger balance of the Blocked Account, net of such minimum balance, not to exceed $5,000.001,000.00, as may be required to be maintained in the Blocked Account by the bank at which the Blocked Account is maintained. (d) After the occurrence and during the continuance of a Cash Dominion Event, in In the event that, notwithstanding the provisions of this Section 7-4, a Loan Party the Borrower receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by such Loan Party the Borrower for the Lender Agent and shall not be commingled with any of the Loan Party’s Borrower's other funds or deposited in any account of the Loan Party Borrower other than as instructed by the LenderAgent.

Proceeds and Collection of Accounts. (ai) All Receipts constitute Collateral and proceeds of Collateral and, after the occurrence and during the continuance of a Cash Dominion Event, shall be held in trust by the Loan Parties for the Lender; shall not be commingled with any of a Loan Party’s other funds; and shall be deposited and/or transferred only to the Blocked Account. (bii) After the occurrence and during the continuance of a Cash Dominion Event, the Borrower shall cause the, and shall cause each Guarantor to, ACH or wire transfer to the Blocked Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of (iA) the then current contents of each DDA (other than the Operating Account), each such transfer to be net of any minimum balance, not to exceed $5,000.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained); and (iiB) the proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Lender on each Business Day on which any such transfer is made. (ciii) After the occurrence and during the continuance of a Cash Dominion Event, whether or not any Liabilities are then outstanding, the Loan Parties shall cause the ACH or wire transfer to the Concentration Account, no less frequently than daily, of then entire ledger balance of the Blocked Account, net of such minimum balance, not to exceed $5,000.00, as may be required to be maintained in the Blocked Account by the bank at which the Blocked Account is maintained. (div) After the occurrence and during the continuance of a Cash Dominion Event, in the event that, notwithstanding the provisions of this Section 7-4, a Loan Party receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by such Loan Party for the Lender and shall not be commingled with any of the Loan Party’s other funds or deposited in any account of the Loan Party other than as instructed by the Lender.

Proceeds and Collection of Accounts. (a) All Receipts constitute Collateral and proceeds of Collateral and, after the occurrence and during the continuance of a Cash Dominion Event, shall be held in trust by the Loan Parties for the Lender; shall not be commingled with any of a Loan Party’s other funds; and shall be deposited and/or transferred only to the Blocked Account.. -59- (b) After the occurrence and during the continuance of a Cash Dominion Event, the Borrower shall cause the, and shall cause each Guarantor to, ACH or wire transfer to the Blocked Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of (i) the then current contents of each DDA (other than the Operating Account), each such transfer to be net of any minimum balance, not to exceed $5,000.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained); and (ii) the proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Lender on each Business Day on which any such transfer is made. (c) After the occurrence and during the continuance of a Cash Dominion Event, whether or not any Liabilities are then outstanding, the Loan Parties shall cause the ACH or wire transfer to the Concentration Account, no less frequently than daily, of then entire ledger balance of the Blocked Account, net of such minimum balance, not to exceed $5,000.00, as may be required to be maintained in the Blocked Account by the bank at which the Blocked Account is maintained. (d) After the occurrence and during the continuance of a Cash Dominion Event, in the event that, notwithstanding the provisions of this Section 7-4, a Loan Party receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by such Loan Party for the Lender and shall not be commingled with any of the Loan Party’s other funds or deposited in any account of the Loan Party other than as instructed by the Lender.

Proceeds and Collection of Accounts. (a) All Receipts constitute Collateral and proceeds of Collateral and, after the occurrence and during the continuance of a Cash Dominion Event, shall be held in trust by the Loan Parties Borrowers for the Lender; shall not be commingled with any of a Loan Party’s the Borrowers’ other funds; and shall be deposited and/or transferred only to the Blocked Account. (b) After the occurrence and during the continuance of a Cash Dominion Event, the Borrower The Borrowers shall cause the, and shall cause each Guarantor to, the ACH or wire transfer to the Blocked Account, no of: (i) No less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of (i) ), the then current contents of each DDA (other than (A) any Local DDA (B) the Operating AccountFunding Account and (C) the Bank of America DDA), each such transfer to be net of any minimum balance, not to exceed (so long as there are no DDA’s other than those listed on Exhibit 7-1) Three Thousand ($5,000.003,000) Dollars in collected funds, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained); and (ii) maintained and the proceeds of all credit card charges charges, then payable, not otherwise provided for pursuant hereto. (ii) No less frequently than every Tuesday and Friday (and whether or not there is then an outstanding balance in the Loan Account), the then contents of the Bank of America DDA. Telephone or email advice (and if requested by Lender confirmed by written notice) shall be provided to the Lender on each Business Banking Day on which any such transfer is made. (c) After the occurrence and during the continuance of a Cash Dominion Event, whether Whether or not any Liabilities are then outstanding, the Loan Parties Borrowers shall cause the ACH or wire transfer to the Concentration Account, no less frequently than daily, of then the entire ledger previous day’s closing collected balance of the Blocked Account, net of such minimum balance, not to exceed $5,000.00, as may be required to be maintained in the Blocked Account by the bank at which the Blocked Account is maintained. (d) After the occurrence and during the continuance of a Cash Dominion Event, in In the event that, notwithstanding the provisions of this Section 7-4, a Loan Party any Borrower receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by such Loan Party the Borrower for the Lender and shall not be commingled with any of the Loan Partyany Borrower’s other funds or deposited in any account of the Loan Party any Borrower other than as instructed by the Lender.

Proceeds and Collection of Accounts. (a) All Receipts constitute Collateral and proceeds of Collateral and, after the occurrence and during the continuance of a Cash Dominion Event, shall be held in trust by the Loan Parties Borrower for the LenderAgent; shall not be commingled with any of a Loan Party’s the Borrower's other funds; and shall be deposited and/or transferred only to the Blocked Account. (b) After the occurrence and during the continuance of a Cash Dominion Event, the The Borrower shall cause the, and shall cause each Guarantor to, the ACH or wire transfer to the Blocked Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of (i) the then current contents of each DDA (other than the Operating Account), each such transfer to be net of any minimum balance, not to exceed $5,000.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained); and (ii) the proceeds of all credit card charges not otherwise provided for pursuant hereto. Exhibit 10.4 Telephone advice (confirmed by written notice) shall be provided to the Lender Agent on each Business Day on which any such transfer is made. (c) After the occurrence and during the continuance of a Cash Dominion Event, whether Whether or not any Liabilities are then outstanding, the Loan Parties Borrower shall cause the ACH or wire transfer to the Concentration Account, no less frequently than daily, of then entire ledger balance of the Blocked Account, net of such minimum balance, not to exceed $5,000.00, as may be required to be maintained in the Blocked Account by the bank at which the Blocked Account is maintained. (d) After the occurrence and during the continuance of a Cash Dominion Event, in In the event that, notwithstanding the provisions of this Section 7-4, a Loan Party the Borrower receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by such Loan Party the Borrower for the Lender Agent and shall not be commingled with any of the Loan Party’s Borrower's other funds or deposited in any account of the Loan Party Borrower other than as instructed by the LenderAgent.

Proceeds and Collection of Accounts. (a) All Receipts constitute Receipts: (i) Constitute Collateral and proceeds of Collateral and, after the occurrence and during the continuance of a Cash Dominion Event, shall Collateral. (ii) Shall be held in trust by the Loan Parties Borrower for the Lender; shall . (iii) Shall not be commingled with any of a Loan Partythe Borrower’s other funds; and shall . (iv) Shall be deposited and/or transferred only to the Blocked Account or the Concentration Account. (b) After the occurrence and during the continuance of a Cash Dominion Event, the The Borrower shall cause the, and shall cause each Guarantor to, the ACH or wire transfer to the Blocked or the Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) ofof the following: (i) the The then current contents of each DDA (other than the Operating Accountany Exempt DDA), each such transfer to be net of any minimum balance, not to exceed $5,000.001,000.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained); and. (ii) the The proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Lender on each Business Day on which any such transfer is made. (c) After the occurrence and during the continuance of a Cash Dominion Event, whether Whether or not any Liabilities are then outstanding, the Loan Parties Borrower shall cause the ACH or wire transfer to the Concentration Account, no less frequently than daily, of then entire ledger balance of the Blocked Account, net of such minimum balance, not to exceed $5,000.001,000.00, as may be required to be maintained in the Blocked Account by the bank at depository which the Blocked Account is maintained. (d) After the occurrence and during the continuance of a Cash Dominion Event, in In the event that, notwithstanding the provisions of this Section 7-47.4, a Loan Party the Borrower receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by such Loan Party the Borrower for the Lender and shall not be commingled with any of the Loan PartyBorrower’s other funds or deposited in any account of the Loan Party Borrower other than as instructed by the Lender.

Proceeds and Collection of Accounts. (a) All Receipts constitute Collateral and proceeds of Collateral and, after the occurrence and during the continuance of a Cash Dominion Event, shall be held in trust by the Loan Parties Borrowers for the Lender; shall not be commingled with any of a Loan Party’s other fundsAgent; and shall be deposited and/or transferred only to the Blocked DDAs (other than any Local DDA, the Funding Account or the CAN Funding Account), the Central Account, or the Concentration Account, as provided herein. (b) After the occurrence and during the continuance of a Cash Dominion Event, the The Lead Borrower shall cause the, and shall cause each Guarantor to, the ACH or wire transfer to the Blocked Central Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of (i) of the then current contents of each DDA (other than (i) any Local DDA, (ii) the Operating Funding Account and (iii) the CAN Funding Account), each such transfer to be net of any minimum balance, not to exceed $5,000.00750.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained). (c) Subject to the provisions of Section 7-4(d) hereof, the US Borrowers shall cause the ACH or wire transfer to the Concentration Account, no less frequently than weekly (and whether or not there is then an outstanding balance in the Loan Account) of (i) the then contents of the Central Account established by the US Borrowers; and and (ii) the proceeds of all credit card charges for the US Borrowers not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Lender Agent on each Business Day on which any such transfer is made. (cd) After the occurrence and during the continuance of a Cash Dominion Suspension Event, whether the ACH or not any Liabilities are then outstandingwire transfers described in Section 7-4(c) hereof shall be made daily to the Concentration Account. (e) Subject to the provisions of Section 7-4(f) hereof, the Loan Parties CAN Borrower shall cause the ACH or wire transfer to the Concentration Account, no less frequently than dailyweekly, of but only if there is then entire ledger an outstanding balance of CAN Debt, of (i) the Blocked Account, net then contents of such minimum balance, not to exceed $5,000.00, as may be required to be maintained in the Blocked Central Account established by the bank at CAN Borrower in excess of $350,000.00 or such lesser amount, if necessary, so that the CAN Debt does not exceed CAN Availability; and (ii) the proceeds of all credit card charges for the CAN Borrower not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Agent on each Business Day on which the Blocked Account any such transfer is maintainedmade. (df) After the occurrence and during the continuance of a Cash Dominion Suspension Event, the ACH or wire transfers described in Section 7-4(e) hereof shall be made daily to the Concentration Account. (g) In the event that, notwithstanding the provisions of this Section 7-4, a Loan Party receives the Borrowers receive or otherwise has have dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by such Loan Party the Borrowers for the Lender Agent and shall not be commingled with any of the Loan Party’s Borrowers' other funds or deposited in any account of the Loan Party Borrowers other than as provided in Section 7-4(a) or as instructed by the LenderAgent.

Proceeds and Collection of Accounts. (a) All Receipts constitute Collateral and proceeds of Collateral and, after the occurrence and during the continuance of a Cash Dominion Event, shall be held in trust by the Loan Parties Borrowers for the LenderAdministrative Agent and the Lenders; shall not be commingled with any of a Loan Party’s any Borrower's other funds; and shall be deposited and/or transferred only to the Blocked Concentration Account. (b) After the occurrence and during the continuance of a Cash Dominion Event, the Borrower The Borrowers' Representative shall cause the, and shall cause each Guarantor to, the ACH or wire transfer to the Blocked Account or to the Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) ofof the following: (i) the The then current contents of each DDA (other than (A) any Local DDA and (B) the Operating Account), each . Each such transfer to shall be net of any minimum balance, not to exceed the lesser of $5,000.002,500.00 or that amount which the Borrowers' Representative, in its best business judgement, determines as may be being required to be maintained in the subject DDA by the bank at which such DDA is maintained); and. (ii) the The proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Lender Administrative Agent on each Business Day on which any such transfer is made. (c) After the occurrence and during the continuance of a Cash Dominion Event, whether Whether or not any Liabilities are then outstanding, the Loan Parties Borrowers' Representative shall cause the ACH or wire transfer to the Concentration Account, no less frequently than daily, of then entire ledger balance of the each Blocked Account, . Such transfer shall be net of such minimum balance, not to exceed the lesser of $5,000.002,500.00 or that amount which the Borrowers' Representative, in its best business judgement, determines as may be being required to be maintained in the that Blocked Account by the bank at which the that Blocked Account is maintained. (d) After the occurrence and during the continuance of a Cash Dominion Event, in the event that, notwithstanding the provisions of this Section 7-4, a Loan Party receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by such Loan Party for the Lender and shall not be commingled with any of the Loan Party’s other funds or deposited in any account of the Loan Party other than as instructed by the Lender.

Proceeds and Collection of Accounts. (a) All Receipts constitute Collateral and proceeds of Collateral and, after the occurrence and during the continuance of a Cash Dominion Event, shall be held in trust by the Loan Parties Borrower for the Lender; shall not be commingled with any of a Loan Party’s the Borrower's other funds; and shall be deposited and/or transferred only to the Blocked Central Account. (b) After the occurrence and during the continuance of a Cash Dominion Event, the The Borrower shall cause the, and shall cause each Guarantor to, the ACH or wire transfer to the Blocked Central Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of: (i) the The then current contents of each DDA (other than (A) any Local DDA and (B) the Operating Funding Account), each such transfer to be net of any minimum balance, not to exceed Seven Hundred Fifty ($5,000.00750.00) Dollars, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained); and. (ii) the The proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Lender on each Business Banking Day on which any such transfer is made. (c) After the occurrence and during the continuance of a Cash Dominion Event, whether Whether or not any Liabilities are then outstanding, the Loan Parties Borrower shall cause the ACH or wire transfer to the Concentration Account, no less frequently than that daily, of then entire ledger collected balance of the Blocked Central Account, net of such minimum balance, not to exceed $5,000.00, as may be required to be maintained in the Blocked Account by the bank at which the Blocked Account is maintained. (d) After the occurrence and during the continuance of a Cash Dominion Event, in In the event that, notwithstanding the provisions of this Section 7-4, a Loan Party the Borrower receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by such Loan Party the Borrower for the Lender and shall not be commingled with any of the Loan Party’s Borrower's other funds or deposited in any account of the Loan Party Borrower other than as instructed by the Lender.

Proceeds and Collection of Accounts. (a) All During the Sweep Period, all Receipts constitute Collateral and proceeds of Collateral and, after the occurrence and during the continuance of a Cash Dominion Event, shall be held in trust by the Loan Parties Borrower for the Lender; Agent, shall not be commingled with any of a Loan Partythe Borrower’s other funds; , and (other than amounts maintained in DDAs pursuant to Sections 7.4(b) and 7.4(c) and amounts retained for pxxxx cash at each store) shall be deposited and/or transferred only to the Blocked Account(s), Operating Account or the Concentration Account, or another DDA permitted hereunder (and in such case, only if the funds in such DDA are deposited and/or transferred to a Blocked Account, Operating Account or Concentration Account). (b) After During the occurrence and during the continuance of a Cash Dominion EventSweep Period, the Borrower shall cause the, and shall cause each Guarantor to, the ACH or wire transfer to a Blocked Account or the Operating Account, as designated by the Agent (or shall permit the Agent to cause such daily ACH or wire transfers to a Blocked Account or the Concentration Account), no less frequently than daily weekly (and and, if required by Agent, no less frequently than daily)(and whether or not there is then an outstanding balance in the Loan Account) ofof the following: (i) the then current The contents of each DDA (other than any Exempt DDA, the Blocked Accounts or the Operating Account), each . Each such transfer to be net of any minimum balance, not to exceed $5,000.0010,000, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained); andBorrower in the ordinary course of business. (ii) the The proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Lender on each Business Day on which any such transfer is made. (c) After the occurrence and during the continuance of a Cash Dominion EventDuring any Sweep Period, whether or not any Liabilities are then outstanding, the Loan Parties Borrower shall cause the daily ACH or wire transfer to the Concentration Account, no less frequently than dailyor as otherwise designated by the Agent (or shall permit the Collateral Agent to cause such daily ACH or wire transfers to the Concentration Account or as otherwise designated by Collateral Agent), of then entire ledger balance of the each Blocked Account, net of such minimum balance, not to exceed $5,000.0050,000, as may be required to be maintained in the Blocked Account by the bank at which Borrower in the Blocked Account is maintainedordinary course of business. (d) After the occurrence and during the continuance of a Cash Dominion Event, in In the event that, notwithstanding the provisions of this Section 7-47.4, a Loan Party the Borrower receives or otherwise has dominion and control of any ReceiptsReceipts during a Sweep Period, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by such Loan Party the Borrower for the Lender Agent and shall not be commingled with any of the Loan PartyBorrower’s other funds or deposited in any account of the Loan Party Borrower other than as instructed by the LenderAgent.

Proceeds and Collection of Accounts. (a) All Receipts constitute Collateral and proceeds Proceeds of Collateral and, after and (other than Receipts from the occurrence and during the continuance sale of a Cash Dominion Event, Investment Property or Permitted Investments) shall be held in trust by the Loan Parties Borrowers for the Lender; Agent, shall not be commingled with any of a Loan Party’s the Borrowers' other funds; funds and shall be deposited and/or transferred prior to the occurrence of a Cash Management Condition, only to the Blocked Operating Account. Following the occurrence of a Cash Management Condition, all Receipts shall be deposited or transferred only to the Concentration Account. (b) After the occurrence and during the continuance of a Cash Dominion Event, the Borrower The Borrowers shall cause the, and shall cause each Guarantor to, the ACH or wire transfer to the Blocked AccountOperating Account , no less frequently than daily each Business Day (and whether or not there is then an outstanding balance in the Loan Account) ofof the following: (i) the then current The contents of each DDA (other than (A) any Local Disbursement Account and (B) the Operating Account), each . Each such transfer to shall be net of any minimum balance, not to exceed $5,000.00the balances set forth in EXHIBIT 7.4(B)(I) for each DDA, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained); and. (ii) the The proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Lender on each Business Day on which any such transfer is made. (c) After ______ At any time following the occurrence and during the continuance of a Cash Dominion Event, Management Condition and whether or not any Liabilities are then outstanding, the Loan Parties Borrowers shall cause undertake the following (and the Agent may give notice to the bank at which the Blocked Account is maintained to undertake the following): (i) ______ Cause the ACH or wire transfer to the Concentration Account, no less frequently than daily, of then entire ledger balance the contents of the Blocked Accounteach DDA, net of such minimum balance, not to exceed $5,000.00, as may be required to be maintained in the Blocked Account DDAs by the bank at which the Blocked Account a DDA is maintained. (d) After the occurrence and during the continuance of a Cash Dominion Event, in the event that, notwithstanding the provisions of this Section 7-4, a Loan Party receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by such Loan Party for the Lender and shall not be commingled with any of the Loan Party’s other funds or deposited in any account of the Loan Party other than as instructed by the Lender.

Proceeds and Collection of Accounts. (a) All Receipts constitute Collateral and all other proceeds of Collateral and, after the occurrence and during the continuance of a Cash Dominion Event, shall be held in trust by the Loan Parties Borrower for the Lender; Agent and shall not be commingled with any of a Loan Partythe Borrower’s other funds; . All Receipts and other proceeds of Collateral shall promptly be deposited and/or transferred only to the Blocked Account(s), or the Concentration Account, or another DDA permitted hereunder which are established and used solely for the purpose of receiving Receipts and other proceeds of Collateral from a retail store location (collectively, the “Store Accounts”) (and in such case, only if the funds in such DDA are deposited and/or transferred to a Blocked Account in accordance with Section 7.4(b)). (b) After the occurrence and during the continuance of a Cash Dominion Event, the The Borrower shall cause the, and shall cause each Guarantor to, the ACH or wire transfer to the a Blocked Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) ofof the following: (i) the then current The contents of each DDA Store Account; provided, that, so long as the Agent has not otherwise instructed the Borrower at any time that an Event of Default exists, the contents of each Specified Store Account may be transferred to a Blocked Account no less frequently than three (other than the Operating Account), each 3) times per week. Each such transfer to may be net of any minimum balance, not to exceed $5,000.00750, as may be required to be maintained in the subject DDA Store Account by the bank at which such DDA Store Account is maintained); and. (ii) the The proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice to this Agreement. (confirmed by written noticeiii) shall be provided to the Lender on each Business Day on which any such transfer is madeAll other Receipts and Proceeds of Collateral. (c) After the occurrence and during the continuance of a Cash Dominion Event, whether Whether or not any Liabilities are then outstanding, the Loan Parties Borrower shall cause the daily ACH or wire transfer to the Concentration Account, no less frequently than dailyor as otherwise designated by the Agent (or shall permit the Agent to cause such daily ACH or wire transfers to the Concentration Account or as otherwise designated by Agent), of then entire ledger balance of the each Blocked Account, net of such minimum balance, not to exceed $5,000.00750, as may be required to be maintained in the Blocked Account by the bank at depository which the Blocked Account is maintained. (d) After the occurrence and during the continuance of a Cash Dominion Event, in In the event that, notwithstanding the provisions of this Section 7-47.4, a Loan Party the Borrower receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by such Loan Party the Borrower for the Lender Agent and shall not be commingled with any of the Loan PartyBorrower’s other funds or deposited in any account of the Loan Party Borrower other than a Blocked Account, a Store Account or as otherwise as instructed by the LenderAgent.

Proceeds and Collection of Accounts. (a) All Receipts constitute Collateral and proceeds of Collateral and, after the occurrence and during the continuance of a Cash Dominion Event, shall be held in trust by the Loan Parties Borrower for the LenderAgent; shall not be commingled with any of a Loan Party’s the Borrower's other funds; and shall be deposited and/or transferred only to one of the Blocked AccountCentral Accounts. (b) After the occurrence and during the continuance of a Cash Dominion Event, the The Borrower shall cause the, and shall cause each Guarantor to, the ACH or wire transfer to one of the Blocked AccountCentral Accounts, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of (i) the then current contents of each DDA (other than the Operating Funding Account), each such transfer to be net of any minimum balance, not to exceed $5,000.00750.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained); and (ii) the proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Lender Agent on each Business Day on which any such transfer is made. (c) After No funds shall be transferred out of any Central Account other than to the occurrence and during Funding Account or as provided in Section 7-4(d). (d) Under each of the continuance of a Cash Dominion Event, whether or not any Liabilities are then outstandingfollowing circumstances, the Loan Parties Borrower shall cause the ACH or wire transfer to the Concentration Account, no less frequently than daily, of the then entire ledger balance of the Blocked Accountall Central Accounts, net of such minimum balance, not to exceed $5,000.001,000.00 per account, as may be required to be maintained in the Blocked Account such accounts by the bank at which the Blocked Central Accounts are maintained (and the Agent may give such notices as the Agent determines as appropriate to cause such transfer to be effected): (i) At any time that Excess Availability is less than the then effective Excess Availability Floor, provided, however, the requirement included in this Section 7-4(d)(i) that the then entire net ledger balance of the Central Accounts are to be forwarded on a daily basis to the Concentration Account is maintainedshall be terminated if Excess Availability thereafter exceeds the Excess Availability Floor by more than One Million Dollars ($1,000,000.00) for thirty (30) consecutive days. (dii) After the occurrence and during the continuance of At any time a Cash Dominion Event, in Suspension Event has occurred. (e) In the event that, notwithstanding the provisions of this Section 7-474(d), a Loan Party the Borrower receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, at a time when such Receipts are to be transferred to the Concentration Account, such Receipts, proceeds, and collections shall be held in trust by such Loan Party the Borrower for the Lender Agent and shall not be commingled with any of the Loan Party’s Borrower's other funds or deposited in any account of the Loan Party Borrower other than as instructed by the LenderAgent.

Proceeds and Collection of Accounts. (a) All Receipts constitute Collateral and proceeds of Collateral and, after the occurrence and during the continuance of a Cash Dominion Event, shall be held in trust by the Loan Parties Borrowers for the Lender; Collateral Agent, for the benefit of the Lenders, shall not be commingled with any of a Loan Party’s the Borrowers' other funds; , and shall be deposited and/or transferred transferred, no less frequently than daily, only to the Blocked Account, LockBox Account or the Concentration Account. Permitted Investments shall be pledged to the Collateral Agent for the benefit of the Lenders. (b) After the occurrence and during the continuance of a Cash Dominion Event, the Borrower The Borrowers shall cause the, and shall cause each Guarantor to, the ACH or wire transfer to the Blocked Concentration Account, no less frequently than daily twice per week (and whether or not there is then an outstanding balance in the Loan Account) ofof the following: (i) the then current The contents of each DDA (other than the Operating Accountany Exempt DDA), each the Blocked Account and the LockBox Account. Each such transfer to be net of any minimum balance, not to exceed $5,000.00750.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained); andmaintained and for petty cash purposes. (ii) the proceeds The xxxxeeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Lender Collateral Agent on each Business Day on which any such transfer is made. (c) After the occurrence and during the continuance of a Cash Dominion Event, whether Whether or not any Liabilities are then outstanding, the Loan Parties Borrowers shall cause the ACH or wire transfer to the Concentration Account, no less frequently than dailytwice per week, of then entire ledger balance of the Blocked Account and the LockBox Account, net of such minimum balance, not to exceed $5,000.00750.00, as may be required to be maintained in the Blocked Account and the LockBox Account by the bank at depository which the Blocked Account is and LockBox Account are maintained. (d) After the occurrence and during the continuance of a Cash Dominion Event, in In the event that, notwithstanding the provisions of this Section 7-47.4, a Loan Party receives the Borrowers receive or otherwise has have dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by such Loan Party the Borrowers for the Lender Collateral Agent and shall not be commingled with any of the Loan Party’s Borrowers' other funds or deposited in any account of the Loan Party Borrowers other than as instructed by the LenderCollateral Agent.

Proceeds and Collection of Accounts. (a) All Receipts constitute Collateral and proceeds of Collateral and, after the occurrence and during the continuance of a Cash Dominion Event, shall be held in trust by the Loan Parties Borrower for the Lender; shall not be commingled with any of a Loan Party’s the Borrower's other funds; and shall be deposited and/or transferred only to the Blocked Account. (b) After the occurrence and during the continuance of a Cash Dominion EventSubject to subparagraph (d), below, the Borrower shall cause the, and shall cause each Guarantor to, the ACH or wire transfer to the Blocked Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of (i) the then current contents of each DDA (other than (A) any Local DDA and (B) the Operating Account), each such transfer to be net of any minimum balance, not to exceed $5,000.00750.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained); and (ii) the proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Lender on each Business Day on which any such transfer is made. (c) After the occurrence and during the continuance of a Cash Dominion Event, whether Whether or not any Liabilities are then outstanding, the Loan Parties Borrower shall cause the ACH or wire transfer to the Concentration Account, no less frequently than daily, of then entire ledger balance of the Blocked Account, net of such minimum balance, not to exceed $5,000.00750.00, as may be required to be maintained in the Blocked Account by the bank at which the Blocked Account is maintained. (d) After Within Sixty (60) days from the occurrence date of this Agreement, the Borrower shall cause the ACH or wire transfer to the Concentration Account, no less frequently than daily (and during whether or not there is then an outstanding balance in the continuance Loan Account) of (i) the then contents of a Cash Dominion Eventeach DDA (other than (A) any Local DDA and (B) the Operating Account), each such transfer to be net of any minimum balance, not to exceed $750.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained); and (ii) the proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Lender on each Business Day on which any such transfer is made. (e) In the event that, notwithstanding the provisions of this Section 7-4, a Loan Party the Borrower receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by such Loan Party the Borrower for the Lender and shall not be commingled with any of the Loan Party’s Borrower's other funds or deposited in any account of the Loan Party Borrower other than as instructed by the Lender.

Proceeds and Collection of Accounts. (a) All Receipts constitute Collateral and proceeds of Collateral and, after the occurrence and during the continuance of a Cash Dominion Event, shall be held in trust by the Loan Parties Borrower for the Lender; shall not be commingled with any of a Loan Party’s the Borrower's other funds; and shall be deposited and/or transferred only to the Blocked Central Account. (b) After the occurrence and during the continuance of a Cash Dominion Event, the The Borrower shall cause the, and shall cause each Guarantor to, the ACH or wire transfer to the Blocked Central Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of. (i) the The then current contents of each DDA (other than (A) any Local DDA and (B) the Operating Funding Account), each such transfer to be net of any minimum balance, not to exceed Seven Hundred Fifty Dollars ($5,000.00750.00), as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained); and. (ii) the The proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Lender on each Business Banking Day on which any such transfer is made. (c) After the occurrence and during the continuance of a Cash Dominion Event, whether Whether or not any Liabilities are then outstanding, the Loan Parties Borrower shall cause the ACH or wire transfer to the Concentration Account, ; no less frequently than daily, of then entire ledger previous day's closing collected balance of the Blocked Central Account, net of such minimum balance, not to exceed $5,000.00, as may be required to be maintained in the Blocked Account by the bank at which the Blocked Account is maintained. (d) After the occurrence and during the continuance of a Cash Dominion Event, in In the event that, notwithstanding the provisions of this Section 7-47.4, a Loan Party the Borrower receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by such Loan Party the Borrower for the Lender and shall not be commingled with any of the Loan Party’s Borrower's other funds or deposited in any account of the Loan Party Borrower other than as instructed by the Lender.

Proceeds and Collection of Accounts. (a) All Receipts constitute Collateral and proceeds of Collateral and, after the occurrence and during the continuance of a Cash Dominion Event, shall be held in trust by the Loan Parties Borrowers for the Lender; Collateral Agent, for the benefit of the Lenders, shall not be commingled with any of a Loan Party’s the Borrowers' other funds; , and shall be deposited and/or transferred transferred, no less frequently than daily, only to the Blocked Account or the Concentration Account. Permitted Investments shall be pledged to the Collateral Agent for the benefit of the Lenders. (b) After the occurrence and during the continuance of a Cash Dominion Event, the Borrower The Borrowers shall cause the, and shall cause each Guarantor to, the ACH or wire transfer to the Blocked or the Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) ofof the following: (i) the then current The contents of each DDA (other than the Operating Accountany Exempt DDA), each . Each such transfer to be net of any minimum balance, not to exceed $5,000.001,000.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained); andmaintained and for pettx xxxh purposes. (ii) the The proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Lender Collateral Agent on each Business Day on which any such transfer is made. (c) After the occurrence and during the continuance of a Cash Dominion Event, whether Whether or not any Liabilities are then outstanding, the Loan Parties Borrowers shall cause the ACH or wire transfer to the Concentration Account, no less frequently than daily, of then entire ledger balance of the Blocked Account, net of such minimum balance, not to exceed $5,000.00750.00, as may be required to be maintained in the Blocked Account by the bank at depository which the Blocked Account is maintained. (d) After the occurrence and during the continuance of a Cash Dominion Event, in In the event that, notwithstanding the provisions of this Section 7-47.4, a Loan Party receives the Borrowers receive or otherwise has have dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by such Loan Party the Borrowers for the Lender Collateral Agent and shall not be commingled with any of the Loan Party’s Borrowers' other funds or deposited in any account of the Loan Party Borrowers other than as instructed by the LenderCollateral Agent.

Proceeds and Collection of Accounts. (a) All During the Sweep Period, all Receipts constitute constituting Collateral and proceeds of Collateral and, after the occurrence and during the continuance of a Cash Dominion Event, shall be held in trust by the Loan Parties Obligors for the Lender; , shall not be commingled with any of a Loan Party’s the Obligors’ other funds; , and (other than amounts maintained in DDAs pursuant to Sections 8.4(b), 8.4(c) and 8.4(d) and amounts retained for xxxxx cash at each store) shall be deposited and/or transferred only to the Blocked Account(s), Operating Account or the Concentration Account, or another DDA permitted hereunder (and in such case, only if the funds in such DDA are deposited in and/or transferred to a Blocked Account, Operating Account or Concentration Account). (b) After During the occurrence and during the continuance of a Cash Dominion EventSweep Period, the Borrower Obligors shall cause the, and shall cause each Guarantor to, the ACH or wire transfer to a Blocked Account or the Operating Account, as designated by the Lender (or shall permit the Lender to cause such daily ACH or wire transfers to a Blocked Account or the Concentration Account), no less frequently than daily weekly (and, if required by Lender, as frequently as, but not more frequently than, daily) (and whether or not there is then an outstanding balance in the Loan Account) ofof the following: (i) the then current The contents of each DDA (other than any Exempt DDA, the Blocked Accounts or the Operating Account), each . Each such transfer to be net of any minimum balance, not to exceed $5,000.0010,000, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained); andObligors in the ordinary course of business. (ii) the The proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Lender on each Business Day on which any such transfer is made. (c) After the occurrence and during the continuance of a Cash Dominion EventDuring any Sweep Period, whether or not any Liabilities are then outstanding, the Loan Parties Obligors shall cause the daily ACH or wire transfer to the Concentration Account, no less frequently than dailyor as otherwise designated by the Lender (or shall permit the Collateral Lender to cause such daily ACH or wire transfers to the Concentration Account or as otherwise designated by Collateral Lender), of then entire ledger balance of the each Blocked Account, net of such minimum balance, not to exceed $5,000.0010,000, as may be required to be maintained in the Blocked Account by the bank at which Obligors in the Blocked Account is maintainedordinary course of business. (d) After the occurrence and during the continuance of a Cash Dominion Event, in In the event that, notwithstanding the provisions of this Section 7-48.4, a Loan Party receives the Obligors receive or otherwise has have dominion and control of any ReceiptsReceipts during a Sweep Period, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by such Loan Party the Obligors for the Lender and shall not be commingled with any of the Loan Party’s Obligors’ other funds or deposited in any account of the Loan Party Obligors other than as instructed by the Lender.

Proceeds and Collection of Accounts. (a) All Receipts constitute Receipts: (i) Constitute Collateral and proceeds of Collateral and, after the occurrence and during the continuance of a Cash Dominion Event, shall Collateral. (ii) Shall be held in trust by the Loan Parties Borrower for the Lender; shall . (iii) Shall not be commingled with any of a Loan Party’s the Borrower's other funds; and shall . (iv) Shall be deposited and/or transferred only to the Blocked Account or the Concentration Account. (b) After the occurrence and during the continuance of a Cash Dominion Event, the The Borrower shall cause the, and shall cause each Guarantor to, the ACH or wire transfer to the Blocked or the Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) ofof the following: (i) the The then current contents of each DDA (other than the Operating Accountany Exempt DDA), each such transfer to be net of any minimum balance, not to exceed $5,000.001,000.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained); and. (ii) the The proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Lender on each Business Day on which any such transfer is made. (c) After the occurrence and during the continuance of a Cash Dominion Event, whether Whether or not any Liabilities are then outstanding, the Loan Parties Borrower shall cause the ACH or wire transfer to the Concentration Account, no less frequently than daily, of then entire ledger balance of the Blocked Account, net of such minimum balance, not to exceed $5,000.001,000.00, as may be required to be maintained in the Blocked Account by the bank at depository which the Blocked Account is maintained. (d) After the occurrence and during the continuance of a Cash Dominion Event, in In the event that, notwithstanding the provisions of this Section 7-47.4, a Loan Party the Borrower receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by such Loan Party the Borrower for the Lender and shall not be commingled with any of the Loan Party’s Borrower's other funds or deposited in any account of the Loan Party Borrower other than as instructed by the Lender.

Proceeds and Collection of Accounts. (a) All Receipts constitute Collateral and proceeds of Collateral and, after the occurrence and during the continuance of a Cash Dominion Event, shall be held in trust by the Loan Parties Obligors for the Lender; Collateral Agent, shall not be commingled with any of a Loan Party’s the Obligors’ other funds; , and shall be deposited and/or transferred only to the a Blocked Account, the Operating Account, or the Concentration Account, or another DDA permitted hereunder (and, in such case, only if the funds in such DDA are deposited and/or transferred to a Blocked Account, Operating Account, or Concentration Account). (b) After the occurrence and during the continuance of a Cash Dominion Event, the Borrower The Obligors shall cause the, and shall cause each Guarantor to, the ACH or wire transfer to a Blocked Account or the Operating Account, as designated by Collateral Agent (or, during any Sweep Period, shall permit the Agent to cause such daily ACH or wire transfers to a Blocked Account or the Operating Account), no less frequently than daily weekly (and, during any Sweep Period, no less frequently than daily) (and whether or not there is then an outstanding balance in the Loan Account) ofof the following: (i) the then current The contents of each DDA (other than any Exempt DDA, the Blocked Accounts, or the Operating Account), each . Each such transfer to be net of any minimum balance, not to exceed $5,000.002,500 multiplied by the number of stores from which receipts are deposited into such DDA, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained); and. (ii) the The proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Lender Collateral Agent on each Business Day on which any such transfer is made. (c) After the occurrence and during the continuance of a Cash Dominion EventDuring any Sweep Period, whether or not any Liabilities are then outstanding, the Loan Parties Borrowers shall cause the daily ACH or wire transfer to the Concentration Account, no less frequently than dailyor as otherwise designated by Collateral Agent (or shall permit the Collateral Agent to cause such daily ACH or wire transfers to the Concentration Account or as otherwise designated by Collateral Agent), of then entire ledger balance of each Blocked Account or the Blocked Operating Account, net of such minimum balance, not to exceed $5,000.002,500, as may be required to be maintained in the Blocked Account or the Operating Account by the bank at depository which the Blocked Account or the Operating Account is maintained. (d) After the occurrence and during the continuance of a Cash Dominion Event, in In the event that, notwithstanding the provisions of this Section 7-47.4, a Loan Party receives the Obligors receive or otherwise has have dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by such Loan Party the Obligors for the Lender Collateral Agent and shall not be commingled with any of the Loan Party’s Obligors’ other funds or deposited in any account of the Loan Party Borrowers other than as set forth herein or as instructed by the LenderCollateral Agent. (e) Notwithstanding the provision of this Article VII, the proceeds of any Term Priority Collateral shall be delivered to the Term Loan Collateral Agent to the extent required by the Intercreditor Agreement.

Proceeds and Collection of Accounts. (a) All Receipts constitute Collateral and proceeds of Collateral and, after the occurrence and during the continuance of a Cash Dominion Event, shall be held in trust by the Loan Parties Borrower for the Lender; shall not be commingled with any of a Loan Party’s the Borrower's other funds; and shall be deposited and/or transferred only to the Blocked Central Account. (b) After the occurrence and during the continuance of a Cash Dominion Event, the The Borrower shall cause the, and shall cause each Guarantor to, the ACH or wire transfer to the Blocked Central Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of: (i) the The then current contents of each DDA (other than (A) any Local DDA and (B) the Operating Funding Account), ) each such transfer to be net of any minimum balance, not to exceed Seven Hundred Fifty ($5,000.00750.00) Dollars, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained); and. (ii) the The proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Lender on each Business Banking Day on which any such transfer is made. (c) After the occurrence and during the continuance of a Cash Dominion Event, whether Whether or not any Liabilities are then outstanding, the Loan Parties Borrower shall cause the ACH or wire transfer to the Concentration Account, no less frequently than that daily, of then entire ledger collected balance of the Blocked Central Account, net of such minimum balance, not to exceed $5,000.00, as may be required to be maintained in the Blocked Account by the bank at which the Blocked Account is maintained. (d) After the occurrence and during the continuance of a Cash Dominion Event, in In the event that, notwithstanding the provisions of this Section 7-4, a Loan Party the Borrower receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by such Loan Party the Borrower for the Lender and shall not be commingled with any of the Loan Party’s Borrower's other funds or deposited in any account of the Loan Party Borrower other than as instructed by the Lender.

Proceeds and Collection of Accounts. (a) All Receipts constitute Collateral and proceeds of Collateral and, after the occurrence and during the continuance of a Cash Dominion Event, shall be held in trust by the Loan Parties Borrowers for the Lender; , shall not be commingled with any of a Loan Party’s the Borrowers' other funds; and shall be deposited and/or transferred only to the Blocked Account.. -------------------------------------------------------------------------------- Page 73 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- BANKBOSTON RETAIL FINANCE INC. -------------------------------------------------------------------------------- (b) After the occurrence and during the continuance of a Cash Dominion Event, the Borrower The Borrowers shall cause the, and shall cause each Guarantor to, the ACH or wire transfer to the Blocked Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of of (i) the then current contents of each DDA (other than (A) any Local DDA and (B) the Operating Funding Account), each such transfer to be net of any minimum balance, not to exceed $5,000.00750.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained); and and (ii) the proceeds of all credit card charges not otherwise provided for maintained); and pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Lender on each Business Day on which any such transfer is made. (c) After the occurrence and during the continuance of a Cash Dominion Event, whether Whether or not any Liabilities are then outstanding, the Loan Parties Borrowers shall cause the ACH or wire transfer to the Concentration Account, no less frequently than daily, of then entire ledger balance of the Blocked Account, net of such minimum balance, not to exceed $5,000.00750.00, as may be required to be maintained in the Blocked Account by the bank at which the Blocked Account is maintained. (d) After the occurrence and during the continuance of a Cash Dominion Event, in In the event that, notwithstanding the provisions of this Section 7-4, a Loan Party receives the Borrowers receive or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by such Loan Party the Borrowers for the Lender and shall not be commingled with any of the Loan Party’s Borrowers' other funds or deposited in any account of the Loan Party Borrowers other than as instructed by the Lender.

Proceeds and Collection of Accounts. (a) All Receipts constitute Collateral and proceeds of Collateral and, after the occurrence and during the continuance of a Cash Dominion Event, shall be held in trust by the Loan Parties Borrower for the Lender; shall not be commingled with any of a Loan Party’s the Borrower's other funds; and shall be deposited and/or transferred only to the Blocked Account. (b) After the occurrence and during the continuance of a Cash Dominion Event, the The Borrower shall cause the, and shall cause each Guarantor to, the ACH or wire transfer to the Blocked Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of: (i) the then current contents of each DDA (other than (A) any Local DDA and (B) the Operating Funding Account), each such transfer to be net of any minimum balance, not to exceed Seven Hundred Fifty ($5,000.00750.00) Dollars, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained); and (ii) the proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Lender on each Business Day on which any such transfer is made. (c) After the occurrence and during the continuance of a Cash Dominion Event, whether Whether or not any Liabilities are then outstanding, the Loan Parties Borrower shall cause the ACH or wire transfer to the Concentration Transfer Account, no less frequently than daily, of then entire ledger closing collected balance of the Blocked Account, net of such minimum balance, not to exceed $5,000.00, as may be required to be maintained in the Blocked Account by the bank at which the Blocked Account is maintained. (d) After the occurrence and during the continuance of a Cash Dominion Event, in In the event that, notwithstanding the provisions of this Section 7-4, a Loan Party the Borrower receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by such Loan Party the Borrower for the Lender and shall not be commingled with any of the Loan Party’s Borrower's other funds or deposited in any account of the Loan Party Borrower other than as instructed by the Lender.

Proceeds and Collection of Accounts. (a) All Receipts constitute Collateral and proceeds of Collateral and, after the occurrence and during the continuance of a Cash Dominion Event, shall be held in trust by the Loan Parties Borrower for the LenderAgent; shall not be commingled with any of a Loan Party’s the Borrower's other funds; and shall be deposited and/or transferred only to the Blocked Central Account. (b) After the occurrence and during the continuance of a Cash Dominion Event, the The Borrower shall cause the, and shall cause each Guarantor to, the ACH or wire transfer to the Blocked Central Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of (i) of the then current contents of each DDA (other than (A) any Local DDA and (B) the Operating Funding Account), each such transfer to be net of any minimum balance, not to exceed $5,000.003,500.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained); and (ii) the proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Lender on each Business Day on which any such transfer is made. (c) After the occurrence and during the continuance of a Cash Dominion Event, whether Whether or not any Liabilities are then outstanding, the Loan Parties Borrower shall cause the ACH or wire transfer to the Concentration Account, no less frequently than daily, of then entire ledger balance of the Blocked Central Account, net of such minimum balance, not to exceed $5,000.005,000,000.00 as long as the Central Account is maintained at U.S. Bank National Association, and otherwise not to exceed $3,500.00 , as may be required to be maintained in the Blocked Central Account by the bank at which the Blocked Central Account is maintained. (d) After the occurrence and during the continuance of a Cash Dominion Event, in In the event that, notwithstanding the provisions of this Section 7-474, a Loan Party the Borrower receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by such Loan Party the Borrower for the Lender Agent and shall not be commingled with any of the Loan Party’s Borrower's other funds or deposited in any account of the Loan Party Borrower other than as instructed by the LenderAgent.

Proceeds and Collection of Accounts. (a) All Receipts constitute Collateral and proceeds of Collateral and, after the occurrence and during the continuance of a Cash Dominion Event, shall be held in trust by the Loan Parties Borrower for the Lender; shall not be commingled with any of a Loan Party’s the Borrower's other funds; and shall be deposited and/or transferred only to the Blocked Central Account, provided however, the Borrower may maintain a cash balance not to exceed one thousand ($1,000) dollars per store as "till cash". (b) After the occurrence and during the continuance of a Cash Dominion Event, the The Borrower shall cause the, and shall cause each Guarantor to, the ACH or wire transfer to the Blocked Central Account, no less frequently than two (2) times per week on Monday and Thursday, except after the occurrence of a Suspension Event in which case such transfer shall be daily (and whether or not there is then an outstanding balance in the Loan Account) of: (i) the The then current contents of each DDA (other than (A) any Local DDA and (B) the Operating Funding Account), each such transfer to be net of any minimum balance, not to exceed Seven Hundred Fifty ($5,000.00750) Dollars, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained); and. (ii) the The proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone At the request of Lender, telephone advice (confirmed by written notice) shall be provided to the Lender on each Business Banking Day on which any such transfer is made. (c) After the occurrence and during the continuance of a Cash Dominion Event, whether Whether or not any Liabilities are then outstanding, the Loan Parties Borrower shall cause the ACH or wire transfer to the Concentration Account, no less frequently frequently, prior to the occurrence of an Event of Default, than twice per week, otherwise daily, of then the entire ledger previous day's closing collected balance of the Blocked Central Account, net of such minimum balance, not to exceed $5,000.00, as may be required to be maintained in the Blocked Account by the bank at which the Blocked Account is maintained. (d) After the occurrence and during the continuance of a Cash Dominion Event, in In the event that, notwithstanding the provisions of this Section 7-4, a Loan Party the Borrower receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by such Loan Party the Borrower for the Lender and shall not be commingled with any of the Loan Party’s Borrower's other funds or deposited in any account of the Loan Party Borrower other than as instructed by the Lender.

Proceeds and Collection of Accounts. (a) All Receipts constitute Collateral and proceeds of Collateral and, after the occurrence and during the continuance of a Cash Dominion EventCollateral, shall be held in trust by the Loan Parties for the LenderAgent; shall not be commingled with any of a Loan Party’s other funds; and shall be deposited and/or transferred only to the Blocked Cash Collateral Account. (b) After the occurrence and during the continuance of a Cash Dominion Event, the The Borrower shall cause thecause, and shall cause each Guarantor to, ACH or wire transfer to the Blocked Cash Collateral Account or the Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of: (i) the then current contents of each DDA (other than the Operating Account), each such transfer to be net of any minimum balance, not to exceed $5,000.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained); and; (ii) the proceeds of all credit card charges not otherwise provided for pursuant hereto; and (iii) all cash proceeds, and all other cash payments received by a Loan Party from any Person or from any source or on account of any disposition described in Section 2-9(b)(ii), solely to the extent arising out of DIP Priority Collateral. Telephone advice (confirmed by written notice) Written notice shall be provided to the Lender Agent on each Business Day on which any such transfer is made. (c) After the occurrence and during the continuance of a Cash Dominion EventSubject to Section 7-8, whether or not any Liabilities are then outstanding, the Loan Parties shall cause the ACH or wire transfer to the Concentration Cash Collateral Account, no less frequently than daily, of then the entire ledger balance of the Blocked Concentration Account, net of such minimum balance, not to exceed $5,000.00, as may be required to be maintained in the Blocked Concentration Account by the bank at which the Blocked Concentration Account is maintained. (d) After the occurrence and during the continuance of a Cash Dominion Event, in In the event that, notwithstanding the provisions of this Section 7-4, a Loan Party receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by such Loan Party for the Lender Agent and shall not be commingled with any of the Loan Party’s other funds or deposited in any account of the Loan Party other than as instructed by the LenderAgent. (e) Notwithstanding anything to the contrary in Section 7-4(b), (i) each of the Loan Parties shall deposit all cash and checks received by such Loan Party (other than cash used by the Loan Parties as xxxxx cash and cash in store cash registers in amounts consistent with the Loan Parties’ historic practices) in accordance with the Loan Parties’ historic practices for making such deposits, and (ii) so long as any Liabilities in respect of Loans remain outstanding, the Loan Parties shall make the daily transfers to the Cash Collateral Account in accordance with Sections 7-4(b) and (c).

Proceeds and Collection of Accounts. (a) All Receipts constitute Collateral and proceeds of Collateral and, after the occurrence and during the continuance of a Cash Dominion Event, shall be held in trust by the Loan Parties Borrower for the Lender; shall not be commingled with any of a Loan Party’s the Borrower's other funds; and shall be deposited and/or transferred only to the Blocked Concentration Account. (b) After the occurrence and during the continuance of a Cash Dominion Event, the The Borrower shall cause the, and shall cause each Guarantor to, the ACH or wire transfer to the Blocked Concentration Account, no less frequently than bi-weekly, except for the Borrower's stores exceeding 2,500 square feet during the period from December 1 through December 24, in which case such transfer shall be daily (and whether or not there is then an outstanding balance in the Loan Account) of (i) the then current collected contents of each DDA (other than the Operating Account), each such transfer to be net of any such minimum balance, not to exceed $5,000.00750.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained), other than (A) any Local DDA and (B) the Funding Account; and (ii) the proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Lender on each Business Day on which any such transfer is made. (c) After the occurrence and during the continuance of a Cash Dominion Event, whether or not any Liabilities are then outstanding, the Loan Parties shall cause the ACH or wire transfer to the Concentration Account, no less frequently than daily, of then entire ledger balance of the Blocked Account, net of such minimum balance, not to exceed $5,000.00, as may be required to be maintained in the Blocked Account by the bank at which the Blocked Account is maintained. (d) After the occurrence and during the continuance of a Cash Dominion Event, in In the event that, notwithstanding the provisions of this Section 7-4, a Loan Party the Borrower receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by such Loan Party the Borrower for the Lender and shall not be commingled with any of the Loan Party’s Borrower's other funds or deposited in any account of the Loan Party Borrower other than as instructed by the Lender.

Proceeds and Collection of Accounts. (a) All Receipts constitute Collateral and proceeds of Collateral and, after the occurrence and during the continuance of a Cash Dominion Event, shall be held in trust by the Loan Parties Borrower for the Lender; shall not be commingled with any of a Loan Party’s the Borrower's other funds; and shall be deposited and/or transferred only to the Blocked Account. (b) After the occurrence and during the continuance of a Cash Dominion Event, the The Borrower shall cause the, and shall cause each Guarantor to, the ACH or wire transfer to the Blocked Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of: (i) the The then current contents of each DDA (other than (A) any Local DDA and (B) the Operating Funding Account), each such transfer to be net of any minimum balance, not to exceed Seven Hundred Fifty ($5,000.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained); and750) Dollars. (ii) the The proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Lender on each Business Day on which any such transfer is made. (c) After the occurrence and during the continuance of a Cash Dominion Event, whether Whether or not any Liabilities are then outstanding, the Loan Parties Borrower shall cause the ACH or wire transfer to the Concentration Account, no less frequently than daily, of then the entire ledger previous day's closing collected balance of the Blocked Account, net of such minimum balance, not to exceed $5,000.00, as may be required to be maintained in the Blocked Account by the bank at which the Blocked Account is maintained. (d) After the occurrence and during the continuance of a Cash Dominion Event, in In the event that, notwithstanding the provisions of this Section 7-4, a Loan Party the Borrower receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by such Loan Party the Borrower for the Lender and shall not be commingled with any of the Loan Party’s Borrower's other funds or deposited in any account of the Loan Party Borrower other than as instructed by the Lender.

Proceeds and Collection of Accounts. (a) All Receipts constitute Collateral and proceeds of Collateral and, after the occurrence and during the continuance of a Cash Dominion Event, shall be held in trust by the Loan Parties Borrower and AWI for the Lender; shall not be commingled with any of a Loan Party’s the Borrower's or AWI's other funds; and shall be deposited and/or transferred only to the Blocked Account. (b) After the occurrence and during the continuance of a Cash Dominion Event, the The Borrower shall cause the, and shall cause each Guarantor AWI to, ACH or wire transfer to the Blocked Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) of (i) the then current contents of each DDA (other than the Operating Account), each such transfer to be net of any minimum balance, not to exceed $5,000.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained); and (ii) the proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Lender on each Business Day on which any such transfer is made. (c) After the occurrence and during the continuance of a Cash Dominion Event, whether Whether or not any Liabilities are then outstanding, the Loan Parties Borrower and AWI shall cause the ACH or wire transfer to the Concentration Account, no less frequently than daily, of then entire ledger balance of the Blocked Account, net of such minimum balance, not to exceed $5,000.00, as may be required to be maintained in the Blocked Account by the bank at which the Blocked Account is maintained. (d) After the occurrence and during the continuance of a Cash Dominion Event, in In the event that, notwithstanding the provisions of this Section 7-4, a Loan Party the Borrower or AWI receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by such Loan Party the Borrower or AWI for the Lender and shall not be commingled with any of the Loan Party’s Borrower's or AWI's other funds or deposited in any account of the Loan Party Borrower or AWI other than as instructed by the Lender.

Proceeds and Collection of Accounts. (a) All Receipts constitute Receipts: (i) Constitute Collateral and proceeds of Collateral and, after the occurrence and during the continuance of a Cash Dominion Event, shall Collateral. (ii) Shall be held in trust by the Loan Parties Borrower and each Guarantor for the Lender; shall . (iii) Shall not be commingled with any of a Loan Party’s the Borrower's or any Guarantor's other funds; and shall . (iv) Shall be deposited and/or transferred only to the Blocked Account or the Concentration Account. (b) After the occurrence The Borrower and during the continuance of a Cash Dominion Event, the Borrower each Guarantor shall cause the, and shall cause each Guarantor to, the ACH or wire transfer to the Blocked or the Concentration Account, no less frequently than daily (and whether or not there is then an outstanding balance in the Loan Account) ofof the following: (i) the The then current contents of each DDA (other than the Operating AccountAccounts, the contents of which shall not exceed $100,000.00, or any Exempt DDA), each such transfer to be net of any minimum balance, not to exceed $5,000.002,000.00, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained); and. (ii) the The proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Lender on each Business Day on which any such transfer is made. (c) After the occurrence and during the continuance of a Cash Dominion Event, whether Whether or not any Liabilities are then outstanding, the Loan Parties Borrower and each Guarantor shall cause the ACH or wire transfer to the Concentration Account, no less frequently than daily, of then entire available ledger balance of the Blocked Account, net of such minimum balance, not to exceed $5,000.002,000.00, as may be required to be maintained in the Blocked Account by the bank at depository which the Blocked Account is maintained. (d) After the occurrence and during the continuance of a Cash Dominion Event, in In the event that, notwithstanding the provisions of this Section 799-4, a Loan Party the Borrower or any Guarantor receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by the Borrower or such Loan Party Guarantor for the Lender and shall not be commingled with any of the Loan Party’s Borrower's or such Guarantor's other funds or deposited in any account of the Loan Party Borrower or any Guarantor other than as instructed by the Lender.

Proceeds and Collection of Accounts. (a) All Receipts constitute Collateral and proceeds of Collateral and, after the occurrence and during the continuance of a Cash Dominion Event, shall be held in trust by the Loan Parties Borrower for the Lender; shall not be commingled with any of a Loan Party’s the Borrower's other funds; and shall be deposited and/or transferred only to the Blocked Account. (b) After the occurrence and during the continuance of a Cash Dominion Event, the The Borrower shall cause the, and shall cause each Guarantor to, the ACH or wire transfer to the Blocked Account, no less frequently than daily weekly (and whether or not there is then an outstanding balance in the Loan Account) provided, however, that Lender reserve the right to require ACH or wire transfers to the Blocked Account more frequently than once a week if the activity level of deposits into Borrower's DDA warrants more frequent transfers to the Blocked Account of: (i) the The then current contents of each DDA (other than (A) any Local DDA and (B) the Operating Funding Account), each such transfer to be net of any minimum balance, not to exceed Two Thousand ($5,000.002,000.00) Dollars, as may be required to be maintained in the subject DDA by the bank at which such DDA is maintained); and. (ii) the The proceeds of all credit card charges not otherwise provided for pursuant hereto. Telephone advice (confirmed by written notice) shall be provided to the Lender on each Business Day on which any such transfer is made. (c) After the occurrence and during the continuance of a Cash Dominion Event, whether Whether or not any Liabilities are then outstanding, the Loan Parties Borrower shall cause the ACH or wire transfer to the Concentration Account, no less frequently than daily, of then the entire ledger previous day's closing collected balance of the Blocked Account, net of such minimum balance, not to exceed $5,000.00, as may be required to be maintained in the Blocked Account by the bank at which the Blocked Account is maintained. (d) After the occurrence and during the continuance of a Cash Dominion Event, in In the event that, notwithstanding the provisions of this Section 7-4, a Loan Party the Borrower receives or otherwise has dominion and control of any Receipts, or any proceeds or collections of any Collateral, such Receipts, proceeds, and collections shall be held in trust by such Loan Party the Borrower for the Lender and shall not be commingled with any of the Loan Party’s Borrower's other funds or deposited in any account of the Loan Party Borrower other than as instructed by the Lender.