Common use of Collection of Accounts Clause in Contracts

Collection of Accounts. (a) Each Borrower and Guarantor shall establish and maintain, at its expense, deposit account arrangements and merchant payment arrangements with the banks set forth on Schedule 8.10 hereto and subject to Section 5.2(d) hereof such other banks as such Borrower or Guarantor may hereafter select and which shall be reasonably satisfactory to the Agent. The banks set forth on Schedule 8.10 hereto constitute all of the banks with which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of the Closing Date and identifies each of the Deposit Accounts at such banks that are used solely for receiving store receipts from a retail store location of a Borrower (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. (i) Each Borrower shall deposit all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer on each Business Day to the Blocked Accounts as provided in Section 6.3(a)(ii) below, except for (A) nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) with respect to funds deposited in Manual Sweeping Accounts, which shall be sent to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts, and (2) as Agent may otherwise agree in its sole discretion). (ii) Each Borrower shall establish and maintain, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank shall be deemed acceptable to Agent. (iii) Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of Agent or Lenders, subject to the terms of the Intercreditor Agreement, Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that an Event of Default is continuing and Agent shall send to Administrative Borrower a copy of any such written instruction sent by Agent to the depository bank promptly thereafter. Subject to the terms of the Intercreditor Agreement, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the Term Loan Outstandings, subject to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the applicable loan account on such day, and if not, then on the next Business Day. Subject to the Intercreditor Agreement, for the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(a) hereof on the same Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next Business Day. (c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Parent and its shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to Agent, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other Person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Each Borrower and Guarantor shall establish and maintain, at its expense, deposit account arrangements and merchant payment arrangements with the banks set forth on Schedule 8.10 hereto and subject to Section 5.2(d) hereof such other banks as such Borrower or Guarantor may hereafter select and which shall be reasonably satisfactory to the Agent. The banks set forth on Schedule 8.10 hereto constitute all of the banks with which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of the Closing Date and identifies each of the Deposit Accounts at such banks that are used solely for receiving store receipts from a retail store location of a Borrower (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. (i) Each Borrower shall deposit all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer on each Business Day to the Blocked Accounts as provided in Section 6.3(a)(ii) below, except for (A) nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) with respect to funds deposited in Manual Sweeping Accounts, which shall be sent to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts, and (2) as Agent may otherwise agree in its sole discretion). (ii) Each Borrower shall establish and maintain, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank shall be deemed acceptable to Agent. (iii) Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of Agent or Lenders, subject to the terms of the Intercreditor Agreement, Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that an Event of Default is continuing and Agent shall send to Administrative Borrower a copy of any such written instruction sent by Agent to the depository bank promptly thereafter. Subject to the terms of the Intercreditor Agreement, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the Term Loan Outstandings, subject to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the applicable loan account on such day, and if not, then on the next Business Day. Subject to the Intercreditor Agreement, for the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(a) hereof on the same Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next Business Day. (c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance pendancy of an Event of Default, Parent Agent may require Borrower to maintain lockboxes (the "Lockboxes") and its shareholdersinstruct all Account Debtors to remit all amounts owed by them to one of such Lockboxes. Borrower, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to Agent, as and the property Lockbox Banks shall enter into the Lockbox Agreements, which among other things shall provide for the opening of Agenta Lockbox Account for the deposit of Collections at the applicable Lockbox Bank. Notwithstanding the Borrower's cure of any Events of Default, Agent may continue to require Borrower to comply with the provisions of this section. Borrower agrees that all Collections received by Borrower while the provisions of this section are in effect from any monies, checks, notes, drafts Account Debtor or any other payment relating source immediately upon receipt shall be deposited into a Lockbox Account or into deposit accounts that are not the subject of a Lockbox Agreement and from which Borrower shall remit all funds contained therein to and/or proceeds one of the Lockbox Accounts (any such deposit account, a "Qualified Local Deposit Account"); PROVIDED, HOWEVER, Borrower shall maintain no more than 50 Qualified Local Deposit Accounts; PROVIDED FURTHER, HOWEVER, that all Collections received into such Qualified Local Deposit Accounts shall be wired directly or indirectly no less frequently than weekly to the Concentration Account. No Lockbox Agreement or other Collateral which come into their possession or under their control arrangement contemplated thereby shall be modified by Borrower without the prior written consent of Agent. Upon the terms and promptly upon receipt thereof, shall deposit or cause subject to the same to be deposited conditions set forth in the Blocked AccountsLockbox Agreements, all amounts received in each Lockbox Account shall be wired directly or remit indirectly each Business Day into the same or cause the same to be remitted, in kind, to AgentConcentration Account. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any All amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bank, financial institution or other Person involved received in the transfer of funds to or from Concentration Account shall be wired each Business Day into an account (the Blocked Accounts arising out of "Agent’s payments to or indemnification of such bank, financial institution or other Person. The obligations of Borrowers to reimburse 's Account") maintained by Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreementat a depository selected by Agent.

Collection of Accounts. Borrower shall at all times maintain lockboxes (athe “Lockboxes”) Each Borrower and Guarantor shall establish and maintain, at its expense, deposit account arrangements and merchant payment arrangements instruct all Account Debtors with the banks set forth on Schedule 8.10 hereto and subject to Section 5.2(d) hereof such other banks as such Borrower or Guarantor may hereafter select and which shall be reasonably satisfactory respect to the Accounts, General Intangibles, and Negotiable Collateral of Borrower to remit all Collections in respect thereof to such Lockboxes or to local deposit accounts at financial institutions reasonably acceptable to Agent. The banks set forth on Schedule 8.10 hereto constitute all of Borrower, Agent, and the banks with Lockbox Banks shall enter into the Lockbox Agreements, which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of among other things shall provide for the Closing Date and identifies each of the Deposit Accounts at such banks that are used solely for receiving store receipts from a retail store location opening of a Lockbox Account for the deposit of Collections at a Lockbox Bank. Borrower (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. agrees that: (i) Each Borrower shall all good funds on deposit all proceeds from sales in each local collection account (other than a local collection account which is either an Excluded Account or which is subject to a Control Agreement) in excess of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts 25,000 per account shall be sent swept pursuant to standing instructions (by wire transfer or ACH transaction) on a daily basis to a Lockbox Account; and (ii) all Collections and other electronic funds transfer on amounts received by Borrower from any Account Debtor or any other source immediately upon receipt shall be deposited into a Lockbox Account. No Lockbox Agreement or arrangement contemplated thereby shall be modified by Borrower without the prior written consent of Agent. Upon the terms and subject to the conditions set forth in the Lockbox Agreements, during the period following a notice of exclusive control (each such notice, a “Lockbox Notice”) from the Agent to the relevant Lockbox Bank and continuing until such time, if any, as Agent has delivered to such Lockbox Bank a Subsequent Notice as set forth below (such period, an “Activation Period”), all amounts received in each Lockbox Account shall be wired each Business Day into an account (the “Agent’s Account”) maintained by Agent at a depositary selected by Agent. Notwithstanding anything to the Blocked Accounts as provided contrary contained in this Section 6.3(a)(ii) below2.8 or elsewhere in this Agreement, except for (A) nominal all amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) with respect to funds deposited in Manual Sweeping Accounts, which applicable Lockbox Account shall be sent forwarded pursuant to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) instructions of Borrower given to the extent such Lockbox Bank from time to time additional amounts may unless an Activation Period is then in effect. Agent shall be held in entitled to give the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day Lockbox Notice to the Blocked AccountsLockbox Bank at any time after either (i) Borrower’s Availability is less than $25,000,000 for five consecutive Business Days, and (2) as Agent may otherwise agree in its sole discretion). or is less than $10,000,000 on any Business Day, or (ii) Each Borrower shall establish and maintain, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank shall be deemed acceptable to Agent. (iii) Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of Agent or Lenders, subject to the terms of the Intercreditor Agreement, Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that an Event of Default is continuing and Agent shall send to Administrative Borrower a copy of any such written instruction sent by Agent to the depository bank promptly thereafter. Subject to the terms of the Intercreditor Agreement, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the Term Loan Outstandings, subject to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the applicable loan account on such day, and if not, then on the next Business Day. Subject to the Intercreditor Agreement, for the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(a) hereof on the same Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next Business Day. (c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Parent . If a Lockbox Notice has been sent and its shareholders, directors, employees, agents, each Borrower both (x) there does not exist any Event of Default (and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to Agent, as the property any Event of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral Default upon which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other Person. The obligations of Borrowers to reimburse Agent for such amounts Lockbox Notice was based has been waived pursuant to this Section 6.3 shall survive the termination or non-renewal terms of this Agreement), and (y) Borrower’s Availability has been $25,000,000 or more for at least the last five consecutive Business Days, then, in Agent’s sole discretion, Agent may give the relevant Lockbox Bank an instruction permitting Borrower to once again direct the disbursement of funds on deposit in such Lockbox Account (such instruction a “Subsequent Notice”).” (f) Section 2.12(b) of the Agreement is hereby amended to read as follows:

Collection of Accounts. (a) Each Borrowers shall at all times maintain Lockbox Agreements and, immediately after the Closing Date, shall instruct all Account Debtors with respect to the Accounts, General Intangibles, and Negotiable Collateral of Borrower to remit all Collections in respect --- thereof in accordance with such Lockbox Agreements. Borrowers, Foothill, and Guarantor the Lockbox Banks shall establish enter into the Lockbox Agreements, which among other things shall provide for the opening of a Lockbox Account for the deposit of Collections at a Lockbox Bank. Borrowers agree that all Collections and maintain, at its expense, deposit account arrangements and merchant payment arrangements with other amounts received by any Borrower from any Account Debtor or any other source immediately upon receipt shall be deposited into a Lockbox Account. No Lockbox Agreement or arrangement contemplated thereby shall be modified by Borrowers without the banks set forth on Schedule 8.10 hereto prior written consent of Foothill. Upon the terms and subject to Section 5.2(d) hereof such other banks as such Borrower or Guarantor may hereafter select and which the conditions set forth in the Lockbox Agreements, all amounts received in all Lockbox Accounts of P-Com at all Lockbox Banks located in the United States of America shall be reasonably satisfactory automatically wired each Business Day into an account (the "Foothill Account") maintained by Foothill at a depository selected by Foothill. With respect to all Lockbox Accounts of Network anywhere and all Lockbox Accounts of P-Com located in the Agent. The banks set forth on Schedule 8.10 hereto constitute all of United Kingdom, Foothill shall have the banks with which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of the Closing Date and identifies each of the Deposit Accounts at such banks that are used solely for receiving store receipts from a retail store location of a Borrower (together with any other Deposit Accounts right at any time established or used by any Borrower for receiving such store receipts from any retail store location, collectively, the “Store Accounts” and each individually, after a “Store Account”) or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. date on which (i) Each Borrower shall deposit all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer on each Business Day to the Blocked Accounts as provided in Section 6.3(a)(ii) below, except for (A) nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) with respect to funds deposited in Manual Sweeping Accounts, which shall be sent to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts, and (2) as Agent may otherwise agree in its sole discretion). (ii) Each Borrower shall establish and maintain, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank shall be deemed acceptable to Agent. (iii) Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of Agent or Lenders, subject to the terms of the Intercreditor Agreement, Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that an Event of Default has occurred and is continuing and Agent shall send continuing, or (ii) Excess Availability is less than $10,000,000 to Administrative Borrower require that all amounts received in such Lockbox Account be wired each Business Day into the Foothill Account. In the absence of such a copy of any such written instruction sent by Agent requirement with respect to the depository bank promptly thereafter. Subject Lockbox Accounts referred to in the terms immediately preceding sentence, amounts received in such Lockbox Accounts may be transferred to an account of the Intercreditor Agreement, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligationseither Borrower." (b) For purposes of calculating the Term Loan Outstandings, subject to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the applicable loan account on such day, and if not, then on the next Business Day. Subject to the Intercreditor Agreement, for the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(a) hereof on the same Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next Business Day. (c) Subject to the terms 3.3 of the Intercreditor Agreement, upon the occurrence Agreement is hereby amended and during the continuance of an Event of Default, Parent and restated in its shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit entirety to Agent, read as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other Person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.follows:

Collection of Accounts. (a) Each Borrower Borrowers shall, immediately after the Closing Date, instruct all Credit Card Processors and Guarantor shall establish and maintain, at its expense, deposit account arrangements and merchant payment arrangements with the banks set forth on Schedule 8.10 hereto and subject all depositories maintaining a DDA to Section 5.2(d) hereof such other banks as such Borrower or Guarantor may hereafter select and which shall be reasonably satisfactory remit all Collections directly to the AgentConcentration Account via electronic funds transfer (including, but not limited to ACH transfers) on each Business Day. The banks set forth on Schedule 8.10 hereto constitute Borrowers shall cause all of the banks with which cash received by Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of the Closing Date and identifies each of the Deposit Accounts at such banks that are used solely for receiving store receipts from a any retail store location of to be deposited on a Borrower (together with daily basis into any Blocked Account or, at Agent's option, any other Deposit Accounts at any time established bank account, thereupon to be deposited to or used by any Borrower for receiving such store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. (i) Each Borrower shall deposit all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer (including, but not limited to, ACH transfers) on each Business Day to the Concentration Account. In addition, Borrowers agrees that all other Collections and other amounts received directly by Borrowers from any Account Debtor or any other source immediately upon receipt shall be deposited into any Blocked Accounts as provided in Section 6.3(a)(ii) belowAccount. With respect to such bank accounts that are Blocked Accounts, except for (A) nominal amounts which are required to be maintained in such Store Accounts under Borrowers, Agent and the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) Blocked Account Banks shall enter into Blocked Account Agreements, which, among other things, with respect to funds all Blocked Accounts (other than the Concentration Account) will provide for all cash deposited in Manual Sweeping Accounts, which shall into a Blocked Account to be sent to the Blocked Accounts by electronic funds transfer (including, but not less than twice every week (and which amountslimited to, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1ACH transfers) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next each Business Day to the Concentration Account. With respect to each account (other than Blocked Accounts, and (2) as Agent may otherwise agree in its sole discretion). (ii) Each Borrower shall establish and maintain, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) into which Collections are deposited, Borrowers shall irrevocably authorize and direct in writing, in form and substance satisfactory to Agent, each Borrower such bank to send via wire transfer (including, but not limited to, ACH transfers) each Business Day all funds deposited into each such account to the Concentration Account and each such bank shall promptly either cause all amounts on deposit agree to do so. No Blocked Account Agreement or other arrangement contemplated in this Section 2.8(a) shall be modified by Borrowers without the prior written consent of Agent. Upon the terms and subject to the conditions set forth in the Store Accounts of such Borrower Blocked Account Agreement applicable to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventorythe Concentration Account, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank received in the Concentration Account shall be deemed acceptable to wired each Business Day into an account (the "Agent. (iii's Account") Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of Agent or Lenders, subject to the terms of the Intercreditor Agreement, Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that an Event of Default is continuing and Agent shall send to Administrative Borrower a copy of any such written instruction sent by Agent to the depository bank promptly thereafter. Subject to the terms of the Intercreditor Agreement, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligationsdepositary selected by Agent. (b) For purposes of calculating the Term Loan Outstandings, subject to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the applicable loan account on such dayBorrowers shall not, and if notshall not permit any of its Subsidiaries to, then on the next Business Day. Subject to the Intercreditor Agreement, for the purposes of calculating interest on the Obligations, such payments open or other funds received will be applied (conditional upon final collection) to the Obligations in accordance maintain any deposit account or investment account with Section 6.4(a) hereof on the same Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next Business Day. (c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Parent and its shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to Agent, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bankthan the Designated Account, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or and the other Personaccounts listed on Schedule 5.17. The obligations All deposit accounts and investment accounts of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreementand its Subsidiaries are listed on Schedule 5.17.

Collection of Accounts. (a) Each Borrower and Guarantor shall establish and maintain, at its expense, deposit account arrangements and merchant payment arrangements with the banks set forth on Schedule 8.10 hereto and subject to Section 5.2(d) hereof such other banks as such Borrower or Guarantor may hereafter select and which shall be reasonably satisfactory to the Agentselect. The banks set forth on Schedule 8.10 hereto constitute all of the banks with which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of the Closing Date and identifies each of the Deposit Accounts at such banks that are used solely for receiving store receipts from a retail store location of a Borrower (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. (i) Each Borrower shall deposit all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer on each Business Day to the Blocked Accounts as provided in Section 6.3(a)(ii) below, except for (A) nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) with respect to funds deposited in Manual Sweeping Accounts, which shall be sent to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts, and (2) except as Agent may otherwise agree in its sole discretionagree). (ii) Each Borrower shall establish and maintain, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Subject to Section 9.26, any Eligible Depository Bank shall be deemed acceptable to Agent. (iii) Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of Agent or Lenders, subject to the terms of the Intercreditor Agreement, Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that an Event of Default is continuing or a Compliance Period is continuing and Agent shall send to Administrative Borrower a copy of any such written instruction sent by Agent to the depository bank promptly thereafter. Subject to the terms of the Intercreditor Agreement, at At all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (b) For Borrowers shall make each payment or prepayment required to be made by them hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Sections 3.3, 3.5 or 3.7, or otherwise) prior to 2:00 p.m., New York time, on the date when due or the date fixed for any prepayment hereunder, in immediately available funds, without setoff, recoupment or counterclaim. Any amounts received after such time on any date may, in the discretion of Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating the Term Loan Outstandings, subject interest thereon. All such payments shall be made to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account Account, except payments to be made directly to the Issuing Bank as expressly provided herein and except that payments pursuant to Sections 3.3, 3.5, 3.7 and 9.22 shall be made directly to the Persons entitled thereto. Agent shall distribute any such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time by it for the account of any other Person to time and within sufficient time the appropriate recipient promptly following receipt thereof. Unless otherwise provided for herein, if any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to credit the applicable loan account on such day, and if not, then on the next succeeding Business Day. Subject to , and, in the Intercreditor Agreementcase of any payment accruing interest, interest thereon shall be payable for the purposes period of calculating interest on the Obligations, such extension. All payments or other funds received will hereunder shall be applied (conditional upon final collection) to the Obligations made in accordance with Section 6.4(a) hereof on the same Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next Business Daydollars. (c) Subject to the terms of the Intercreditor Agreement, upon Upon the occurrence and during the continuance of an Event of DefaultDefault or upon the commencement of any Compliance Period and during any Compliance Period, Parent and its shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to Agent, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other Person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Each Borrower Prior to the occurrence of a Compliance Triggering Event or Event of Default, Borrowers shall retain control of their cash, including payments and Guarantor proceeds of Collateral. Concurrently with this Agreement, Borrowers shall establish and maintain, at its their expense, deposit account arrangements blocked accounts or lockboxes and merchant payment arrangements with the banks set forth on Schedule 8.10 hereto and subject to Section 5.2(d) hereof such other banks as such Borrower or Guarantor may hereafter select and which shall be reasonably satisfactory to the Agent. The banks set forth on Schedule 8.10 hereto constitute all of the banks with which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of the Closing Date and identifies each of the Deposit Accounts at such banks that are used solely for receiving store receipts from a retail store location of a Borrower related blocked accounts (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store locationin either case, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. (i) Each Borrower shall deposit all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer on each Business Day to the Blocked Accounts as provided in Section 6.3(a)(ii) below, except for (A) nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) with respect to funds deposited in Manual Sweeping Accounts, which shall be sent to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts”), and (2) as Agent Lender may otherwise agree in its sole discretion). (ii) Each Borrower shall establish and maintainspecify, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent Lender. Such Blocked Accounts may be Central Collection Deposit Accounts, and the term Blocked Accounts shall mean and include the Central Collection Deposit Accounts. Upon and after the occurrence of an Event of Default or a Compliance Triggering Event (until the “Blocked Accounts”) into which each Borrower occurrence of a Compliance Reinstatement Date related thereto, if any), and upon Lender’s request, Borrowers shall promptly either cause deposit into one or more Blocked Accounts and direct their account debtors to directly remit into such Blocked Accounts all amounts payments on deposit Receivables and all payments constituting proceeds of Inventory or other Collateral in the Store Accounts of identical form in which such Borrower to be sent as provided in Section 6.3(a)(i) above payments are made, whether by cash, check or shall itself deposit or cause to be deposited all proceeds of Collateralother manner. Concurrently with this Agreement, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank shall be deemed acceptable to Agent. (iii) Borrowers and Guarantors shall deliver, or cause to be delivered to Agent Lender, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of Agent or Lenders, subject to the terms of the Intercreditor Agreement, Agent may, at its option, and which agreement shall provide that upon notice from Lender (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that shall be given upon an Event of Default is continuing or a Compliance Triggering Event and Agent shall revoked upon the occurrence of a Compliance Reinstatement Date related thereto, if any), such bank will send to Administrative Borrower funds on a copy of any such written instruction sent by Agent daily basis to the depository bank promptly thereafterLender Payment Account and otherwise take instruction with respect to such Blocked Account only from Lender. Subject Promptly upon Lender’s request, Borrowers shall execute and deliver such agreements or documents as Lender may require in connection therewith. Borrowers agree that after notice by Lender to the terms of bank under the Intercreditor Deposit Account Control Agreement, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked AccountsAccounts or other funds received and collected by Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent Lender in respect of the Obligations and therefore shall constitute the property of Agent and Lenders Lender to the extent of the then outstanding Obligations. (b) For purposes of calculating the Term Loan Outstandingsamount of the Loans available to Borrowers, subject to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent Lender of immediately available funds in the Agent Lender Payment Account provided such payments and notice thereof are received in accordance with AgentLender’s usual and customary practices as in effect from time to time and within sufficient time to credit the applicable Borrowers’ loan account on such day, and if not, then on the next Business Day. Subject In the event an Event of Default or a Compliance Triggering Event has occurred (and prior to the Intercreditor Agreementoccurrence of a Compliance Reinstatement Date related thereto, if any), for the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(aone (1) hereof on the same Business Day of after receipt by Agent of immediately available funds by Lender in the Agent Lender Payment Account Account, provided such payments or other funds and notice thereof are received in accordance with AgentLender’s usual and customary practices as in effect from time to timetime and within sufficient time to credit Borrowers’ loan account on such day, by 11:00 a.m. New York City time and if not, then on the next Business Day. In the event that at any time or from time to time upon or after an Event of Default or a Compliance Triggering Event (and prior to the occurrence of a Compliance Reinstatement Date related thereto, if any) there are no Loans outstanding, Lender shall be entitled to an administrative charge in an amount equivalent to the interest Lender would have received for such Business Day had there been Loans outstanding on such day. (c) Subject to the terms of the Intercreditor Agreement, upon the occurrence Upon and during the continuance of after an Event of DefaultDefault or any Compliance Triggering Event (until the occurrence of a Compliance Reinstatement Date related thereto, Parent if any), Borrowers and its their respective shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to Agentshall, acting as trustee for Lender, receive, as the property of AgentLender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to AgentLender. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent Lender on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bank, financial institution bank or other Person person involved in the transfer of funds to or from the Blocked Accounts arising out of AgentLender’s payments to or indemnification of such bank, financial institution bank or other Personperson. The obligations obligation of Borrowers to reimburse Agent Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.”

Collection of Accounts. Borrower shall at all times maintain lockboxes (the "Lockboxes") and, immediately after the Closing Date (if Borrower has not already done so), shall instruct all Account Debtors with respect to the Accounts, General Intangibles, and Negotiable Collateral of Borrower to remit all Collections in respect thereof to such Lockboxes. Borrower, Agent, and the Lockbox Banks shall enter into the Lockbox Agreements, each of which among other things shall provide for the opening of a Lockbox Account for the deposit of Collections at a Lockbox Bank. Borrower agrees that all Collections and other amounts received by Borrower from any Account Debtor or any other source immediately upon receipt shall be deposited into a Lockbox Account; provided, however, that (a) Each until Agent, in its reasonable credit judgment, shall notify Borrower to the contrary, Collections may be deposited by individual stores, in the ordinary course of business, into a local depositary that is not a Lockbox Bank and Guarantor thereupon any collected funds from such deposited Collections shall establish be wire transferred within one Business Day to a Lockbox Account, subject to nonmaterial amounts which may take longer to be transferred from the local depository accounts as a result of data transmission errors; and maintain, at (b) Borrower may retain $500 of cash in each of its expense, deposit account arrangements and merchant payment arrangements with retail store locations. No Lockbox Agreement or arrangement contemplated thereby shall be modified by Borrower without the banks set forth on Schedule 8.10 hereto prior written consent of Agent. Upon the terms and subject to Section 5.2(d) hereof such other banks as such Borrower or Guarantor may hereafter select the conditions set forth in the Lockbox Agreements, all amounts received and which collected in each Lockbox Account shall be reasonably satisfactory to the Agent. The banks set forth on Schedule 8.10 hereto constitute all of the banks with which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of the Closing Date and identifies each of the Deposit Accounts at such banks that are used solely for receiving store receipts from a retail store location of a Borrower (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. (i) Each Borrower shall deposit all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer on wired each Business Day to the Blocked Accounts as provided in Section 6.3(a)(ii) below, except for (A) nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained into another Lockbox or (B) with respect to funds deposited in Manual Sweeping Accounts, which shall be sent to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts, and (2) as Agent may otherwise agree in its sole discretion). (ii) Each Borrower shall establish and maintain, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent into an account (the “Blocked Accounts”"Agent's Account") into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank shall be deemed acceptable to maintained by Agent at a depositary selected by Agent. (iii) Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of Agent or Lenders, subject to the terms of the Intercreditor Agreement, Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that an Event of Default is continuing and Agent shall send to Administrative Borrower a copy of any such written instruction sent by Agent to the depository bank promptly thereafter. Subject to the terms of the Intercreditor Agreement, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the Term Loan Outstandings, subject to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the applicable loan account on such day, and if not, then on the next Business Day. Subject to the Intercreditor Agreement, for the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(a) hereof on the same Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next Business Day. (c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Parent and its shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to Agent, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other Person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. Borrower shall have the right (aon its own behalf and on behalf of Spruce, Thinq and any other Affiliate of Borrower as Bank may designate from time to time) Each to collect all Accounts, unless and until a Default or an Event of Default has occurred and is continuing. Whether or not an Event of Default has occurred and is continuing, Borrower shall hold all payments on, and Guarantor shall establish proceeds of, Accounts in trust for Bank. Such payments and maintain, at its expense, deposit account arrangements and merchant payment arrangements with the banks set forth on Schedule 8.10 hereto and subject to Section 5.2(d) hereof such other banks as such Borrower or Guarantor may hereafter select and which proceeds shall be reasonably satisfactory applied to the AgentObligations pursuant to the terms of Section 9.4 hereof. The banks set forth on Schedule 8.10 hereto constitute all of Until such further time as Bank directs pursuant to the banks with which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of the Closing Date and identifies each of the Deposit Accounts at such banks that are used solely for receiving store receipts from a retail store location of a Borrower (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store locationlast sentence hereof, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. (i) Each Borrower shall deposit all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds Accounts shall be deposited into the Store Accounts Restricted Revenue Account(s) with ▇▇▇▇▇ Fargo and shall be sent by wire transfer or other electronic funds transfer on each Business Day subject to the Blocked Accounts as provided in Section 6.3(a)(ii) below▇▇▇▇▇ Fargo Lockbox Agreement, except for (A) nominal amounts which that, in the case of Accounts of Spruce, the proceeds of such Accounts are not required to be maintained in such Store Accounts under deposited into the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (BRestricted Revenue Account(s) with respect to funds deposited in Manual Sweeping Accounts, which shall be sent ▇▇▇▇▇ Fargo until the six (6) month anniversary of the Effective Date. Subject to the Blocked Accounts not less than twice every week exception in the preceding sentence, Borrower shall (and which amountsshall cause Spruce, together with all amounts held at the retail store locations Thinq and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent such other Affiliate as Bank may designate from time to time additional amounts to) direct all customers and Account Debtors of Borrower, Spruce, Thinq and/or any other Affiliate of Borrower as Bank may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are designate to be, and shall be, transferred on the next Business Day remit all payments owing to such entities to the Blocked Accounts, and (2Restricted Revenue Account(s) with ▇▇▇▇▇ Fargo and/or such other Restricted Revenue Account(s) as Agent Bank may otherwise agree in its sole discretion). (ii) Each specify from time to time pursuant to the last sentence hereof. Borrower shall establish and maintain, at use its expense, Deposit best efforts to ensure that all collections of Accounts with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank shall be deemed acceptable to Agent. (iii) Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed paid and delivered by each bank where a Blocked Account is maintained into the Restricted Revenue Account(s) with ▇▇▇▇▇ Fargo and/or such other Restricted Revenue Account(s) as provided in Section 5.2 Bank may specify from time to time pursuant to the last sentence hereof. Without limiting any other rights or remedies of Agent or Lenders, subject to the terms of the Intercreditor Agreement, Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that If an Event of Default is continuing and Agent shall send to Administrative Borrower a copy of any such written instruction sent by Agent to the depository bank promptly thereafter. Subject to the terms of the Intercreditor Agreementhas occurred, at Bank may require that all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the Term Loan Outstandings, subject to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the applicable loan account on such day, and if not, then on the next Business Day. Subject to the Intercreditor Agreement, for the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(a) hereof on the same Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next Business Day. (c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Parent and its shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to Agent, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accountsinto a Restricted Revenue Account other than, or remit in addition to, the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled Restricted Revenue Account(s) with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other Person. The obligations of Borrowers to reimburse Agent for such amounts ▇▇▇▇▇ Fargo pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreementa Lockbox Agreement in form and substance acceptable to Bank.

Collection of Accounts. (a) Each Borrower and Guarantor shall establish and maintain, at its expense, deposit account arrangements and merchant payment arrangements with the banks set forth on Schedule 8.10 6.3 hereto and after prior written notice to Agent, subject to Section 5.2(d) hereof 8.10, such other banks as such Borrower or Guarantor may hereafter select and which shall be reasonably satisfactory as are acceptable to the Agent. The banks set forth on Schedule 8.10 hereto 6.3 constitute all of the banks with which whom Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of the Closing Date date hereof and identifies each of the Deposit Accounts deposit accounts at such banks that are used solely for receiving store receipts from to a retail store Retail Store location of a Borrower (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store location, collectively, the “Retail Store Accounts” and each individually, a “Store Account”) Subsidiary or otherwise describes the nature of the use of such Deposit Account deposit account by such Borrower or GuarantorBorrower. (i) Each Borrower shall establish and maintain, at its expense, deposit accounts with such banks as are acceptable to Agent (the "Blocked Accounts") into which each Borrower shall promptly deposit, and Parent shall cause each of the other Obligors to deposit in such Blocked Accounts and direct, their respective account debtors, Credit Card Issuers (other than Originator) and Credit Card Processors to directly remit to such Blocked Accounts payments on its Accounts, Credit Card Receivables and all other payments constituting proceeds of Inventory, other Collateral or other property which is security for the Obligations in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into a Deposit Account Control Agreement providing that all items received or deposited in the Blocked Accounts are the property of Agent, that the depository bank has no Lien upon, or right of setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein, that the depository bank holds and will hold the funds therein for the benefit of Agent and Lenders and will comply with instructions originated by Agent without any Borrower's consent and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Agent, as Agent may from time to time designate for such purpose ("Payment Account"). Subject to the terms and conditions contained herein, Agent shall instruct the depository banks at which the Blocked Accounts are maintained to transfer the funds on deposit in the Blocked Accounts to such operating bank account of each Borrower as such Borrower (or Borrowers' Agent on behalf of such Borrower) may specify in writing to Agent until such time as Agent shall notify the depository bank otherwise. Agent will only instruct the depository banks at which the Blocked Accounts are maintained to transfer all funds received or deposited into the Blocked Accounts to the Payment Account at any time upon and after the occurrence of a Cash Dominion Event. Each Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Agent, shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent to the extent of the then outstanding Obligations. (ii) Notwithstanding anything to the contrary set forth in Section 6.3(a)(i), Borrowers may direct each of the Retail Store Subsidiaries to first deposit all collections from customers of their retail stores, all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower a depository account maintained by them with a local bank, used solely for such purpose in accordance and identified to each Retail Store as set forth on Schedule 6.3 (together with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in other deposit accounts at any time established or used by any Retail Store Subsidiary for receiving such store funds of up to $10,000 immediately after receipts from any Retail Store, collectively, the "Store Bank Accounts" and each deposit of funds from such store into the applicable individually, a "Store Bank Account. All ") provided that (i) all such funds deposited into the Store Bank Accounts shall be sent by wire transfer or other electronic funds by transfer on each Business Day to using the Blocked Accounts as provided in Section 6.3(a)(ii) belowautomated clearinghouse network no less frequently than twice a week or more frequently upon Agent's request, except for (A) nominal amounts which are required to be maintained (A) in such Store Bank Accounts under the terms of such Borrower’s Retail Store Subsidiary's arrangements with the bank at which such Store Bank Accounts are maintained as in effect on the date hereof or (B) with respect for such Retail Store Subsidiary's operations, including, without limitation, amounts to funds deposited in Manual Sweeping Accountscover returned or dishonored checks or returned goods, which shall be sent to the Blocked Accounts not less than twice every week (and which amounts, together with all nominal amounts held shall not exceed $5,000 as to any individual Retail Store at any time to one of the retail store locations and not yet deposited in the Store Concentration Accounts and amounts in Store Accounts, (ii) on each Business Day CS Delaware shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores remit or the Store Accounts on Saturday, Sunday or other days where cause the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day remit all collected funds in such Concentration Accounts to the Blocked Accounts, and (2) as Agent may otherwise agree in its sole discretion). (ii) Each Borrower shall establish and maintain, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts except for Excluded Collections. None of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank shall be deemed acceptable to Agent. (iii) Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting nor any other rights or remedies of Agent or Lenders, subject to the terms of the Intercreditor Agreement, Agent may, at its option, and Obligors shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received open or deposited into the Blocked Accounts to the Agent Payment Account use any concentration or cash management accounts at any time that bank or other financial institution, other than the Concentration Accounts and Store Bank Accounts, without the prior written consent of Agent. No later than five (5) days after the occurrence of an Event of Default is continuing Default, each Borrower or Obligor which maintains a Concentration Account shall, upon Agent's request, obtain a Deposit Control Agreement, in form and Agent shall send substance to Administrative Borrower a copy of any such written instruction sent by Agent to the Agent, from each depository bank promptly thereafter. Subject to the terms of the Intercreditor Agreement, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made with respect to such Blocked Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding ObligationsConcentration Account. (b) For purposes of calculating the Term Loan Outstandingsamount of the Loans available to Borrowers, subject to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s 's usual and customary practices as in effect from time to time and within sufficient time to credit the applicable such Borrower's loan account on such day, and if not, then on the next Business Day. Subject to the Intercreditor Agreement, for the For purposes of calculating interest on the Obligations, such payments or other funds received and collected by Agent on account of the Obligations will be applied (conditional upon final collection) to the Obligations one (1) Business Day following the date of receipt of immediately available funds by Agent in the Payment Account. In addition, with respect to all proceeds of Accounts, Credit Card Receivables and Inventory deposited in the Blocked Accounts or otherwise received by Borrowers, which are not remitted to the Payment Account (which shall only be in accordance with Section 6.4(a6.3(a)(ii) hereof hereof), Borrowers shall pay to Agent, for its own account, a collection fee on the same Business Day first day of each month equal to the amount of the Interest Rate on Prime Rate Loans with respect to such proceeds (a) from the earlier of the date of receipt of such proceeds by Agent Borrowers or the date of immediately available funds deposit of such proceeds in the Agent Payment Account provided such payments or other funds Blocked Accounts and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on (b) until the next Business Day. (c) Subject to the terms Each Borrower and Obligor and all of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Parent and its shareholders, their directors, employees, agents, each Borrower Subsidiaries (other than Financing Subsidiaries) and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to shall, acting as trustee for Agent, receive, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts Receivables or other Collateral which come into their possession or under their control and promptly immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accountsaccounts of Borrowers in accordance with the provisions of this Section 6.3, or remit the same or cause the same to be remitted, in kind, to Agent; provided, that, if at any time the Excess -------- ---- Availability shall be less than $10,000,000, Borrowers shall and Parent shall cause each Obligor to promptly upon Agent's request cause the portion thereof representing sales and/or use taxes payable in connection with such sales or otherwise to be deposited into a separate bank account or accounts established for such purpose. In no event shall the same be commingled with any a Borrower’s 's or Guarantor’s Obligor's own funds. Borrowers agree Each Borrower agrees to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bank, financial institution bank or other Person person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s the payments by Agent to or indemnification of such bank, financial institution bank or other Personperson in connection with such Blocked Account or any amounts received therein or transferred therefrom. The obligations obligation of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Each Borrower and Guarantor (i) shall establish and maintain, maintain lock boxes ("LOCKBOXES") at its expense, deposit account arrangements and merchant payment arrangements with the one or more banks set forth on Schedule 8.10 hereto SCHEDULE 2.7, (ii) shall request in writing and otherwise take such reasonable steps to ensure that all Account Debtors forward payment directly to such Lockboxes, (iii) shall and shall cause each of its Subsidiaries to instruct all Account Debtors with respect to the Accounts, General Intangibles, and Negotiable Collateral of such Borrower or such Subsidiary, as the case may be, to remit all Collections in respect thereof to such Lockbox Account, and (iv) shall, and shall cause each of its Subsidiaries to, deposit all other Collections received by Borrower from any source immediately upon receipt in to the Lockboxes. Borrower, each of Borrower's Subsidiaries, Administrative Agent, and the Lockbox Banks shall enter into the Lockbox Agreements, which among other things shall provide for the opening of a Lockbox Account for the deposit of Collections at a Lockbox Bank. Borrower agrees that all Collections and other amounts received by Borrower or any of its Subsidiaries from any Account Debtor or any other source immediately upon receipt shall be deposited into a Lockbox Account. No Lockbox Agreement or arrangement contemplated thereby shall be modified by Borrower or any of its Subsidiaries without the prior written consent of Administrative Agent. Upon the terms and subject to Section 5.2(d) hereof such other banks as such Borrower or Guarantor may hereafter select and which the conditions set forth in the Lockbox Agreements, all amounts received in each Lockbox Account shall be reasonably satisfactory to the Agent. The banks set forth on Schedule 8.10 hereto constitute all of the banks with which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of the Closing Date and identifies wired each of the Deposit Accounts at such banks that are used solely for receiving store receipts from a retail store location of a Borrower (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. (i) Each Borrower shall deposit all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower Business Day into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business DaysAdministrative Agent's Account; provided, thathowever, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into that Administrative Agent reserves the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer on each Business Day to the Blocked Accounts as provided in Section 6.3(a)(ii) belowright, except for (A) nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) with respect to funds deposited in Manual Sweeping Accounts, which shall be sent to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts, and (2) as Agent may otherwise agree in its sole discretion). , to require that any amounts received in a Lockbox Account which may represent amounts attributable to trust funds (ii) Each Borrower shall establish and maintaini.e., at its expenseproduction taxes, Deposit Accounts with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank shall be deemed acceptable to Agent. (iii) Borrowers and Guarantors shall deliverseverance taxes, or cause payroll taxes) or amounts attributable to Hydrocarbon Interests of third Persons be delivered to Agent segregated by the Lockbox Bank and held in a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of Agent or Lenders, subject to the terms of the Intercreditor Agreement, Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that an Event of Default is continuing and Agent shall send to Administrative Borrower a copy of any such written instruction sent by Agent to the depository bank promptly thereafter. Subject to the terms of the Intercreditor Agreement, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral separate account or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligationsdirected by Administrative Agent. (b) For purposes The Lockboxes, Collection Accounts and Designated Account shall be cash collateral accounts, with all cash, checks and similar items of calculating payment in such accounts securing payment of the Term Obligations and all other Indebtedness, and in which each Loan Outstandings, subject Party shall have granted a Lien to Administrative Agent hereunder and pursuant to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the applicable loan account on such day, and if not, then on the next Business Dayother Loan Documents. Subject to the Intercreditor Agreement, for the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(a) hereof on the same Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next Business Day.TERM LOAN AND SECURITY AGREEMENT (c) Subject to the terms of the Intercreditor AgreementBorrower shall and shall cause its Designated Affiliates, upon the occurrence and during the continuance of an Event of Default, Parent and its shareholders, directorsofficers, employees, agents, directors or other Persons acting for or in concert with such Borrower (each a "RELATED PERSON") to (i) hold in trust for Administrative Agent all checks, cash and other items of payment received by Borrower or any such Related Person, and (ii) within one (1) Business day after receipt by such Borrower or any Related Person of any checks, cash or other items of payment, deposit the same into a Collection Account of such Borrower. Each Borrower and Guarantor each Related Person thereof acknowledges and their respective employeesagrees that all cash, agents and Subsidiaries checks or other Affiliates shall receive and promptly remit to Agent, as items of payment constituting proceeds of Collateral are the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or Administrative Agent for the benefit of Lenders. All proceeds of Accounts the sale or other Collateral which come into their possession or under their control and promptly upon receipt thereofdisposition of any Collateral, shall deposit or cause the same to be deposited in directly into the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other Person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreementapplicable Borrower Collection Account.

Collection of Accounts. Subject to the terms, conditions and provisions of the Intercreditor Agreement: (a) Each Borrower On or before the Closing Date, each Grantor shall (i) execute and Guarantor shall establish and maintain, at its expense, deposit account arrangements and merchant payment arrangements with the banks set forth on Schedule 8.10 hereto and subject to Section 5.2(d) hereof such other banks as such Borrower or Guarantor may hereafter select and which shall be reasonably satisfactory deliver to the Agent. The banks set forth on Schedule 8.10 hereto constitute Noteholder Collateral Agent Deposit Account Control Agreements for each Deposit Account (other than Excluded Deposit Accounts) maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of the banks with Accounts will be deposited (a “Collateral Deposit Account”), which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements Collateral Deposit Accounts (as of the Closing Date Date) are identified as such on Exhibit B, and identifies each (ii) establish lock box service (the “Lock Boxes”) with the bank(s) set forth in Exhibit B, which lock boxes shall be subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Noteholder Collateral Agent (subject to the terms, conditions and provisions of the Deposit Accounts at such banks that are used solely for receiving store receipts from a retail store location Intercreditor Agreement) and shall be accompanied promptly upon request of a Borrower the Notes Collateral Agent by an acknowledgment by the bank where the Lock Box is located of the Lien of the Noteholder Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store AccountLock Box Agreement”) or otherwise describes ). After the nature Closing Date, each Grantor will comply with the terms of the use of such Deposit Account by such Borrower or GuarantorSection 7.2. (ib) Each Borrower Grantor shall deposit direct all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store its Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up Debtors to $10,000 immediately after each deposit of funds from such store into the applicable Store Accountforward payments directly to Lock Boxes subject to Lock Box Agreements. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer on each Business Day Subject to the Blocked Accounts as provided in Section 6.3(a)(ii) belowterms, except for (A) nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) with respect to funds deposited in Manual Sweeping Accounts, which shall be sent to the Blocked Accounts not less than twice every week (conditions and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts, and (2) as Agent may otherwise agree in its sole discretion). (ii) Each Borrower shall establish and maintain, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank shall be deemed acceptable to Agent. (iii) Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of Agent or Lenders, subject to the terms provisions of the Intercreditor Agreement, the Noteholder Collateral Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts have access to the Lock Boxes at all times and each Grantor shall take all actions necessary to grant the Noteholder Collateral Agent Payment such access. At no time shall any Grantor remove any item from a Lock Box or from a Collateral Deposit Account at any time that an Event of Default is continuing and Agent shall send to Administrative Borrower a copy of any such without the Noteholder Collateral Agent’s prior written instruction sent by Agent consent (subject to the depository bank promptly thereafter. Subject to the terms terms, conditions and provisions of the Intercreditor Agreement). If any Grantor should refuse or neglect to promptly notify any Account Debtor to forward payments directly to a Lock Box subject to a Lock Box Agreement after written notice from the Administrative Agent, at all times that the Noteholder Collateral Agent shall, notwithstanding the language set forth in Section 6.2(b) be entitled to make such notification directly to such Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any proceeds of any Receivables, such Grantor shall have notified any depository bank to transfer funds from a Blocked Account receive such payments as the Noteholder Collateral Agent’s trustee (subject to the Agent Payment Accountterms, conditions and provisions of the Intercreditor Agreement), and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made to such Blocked Accounts, whether in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Lock Box subject to a Lock Box Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by the ReceivablesCompany with the Administrative Agent or, upon the ABL Obligations Payment Date, at any other depositary bank (so long as such collection account is subject to a springing Deposit Account Control in favor of the Noteholder Collateral Agent), as proceeds of Inventory or other Collateral or otherwise shall the case may be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the Term Loan Outstandings, subject to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual the terms, conditions and customary practices as in effect from time to time and within sufficient time to credit the applicable loan account on such day, and if not, then on the next Business Day. Subject to provisions of the Intercreditor Agreement, for Agreement (the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(a) hereof on the same Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next Business Day“Collection Account”). (c) Subject Notwithstanding anything to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Parent and its shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to Agent, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remittedcontrary contained herein, in kind, to Agent. In no event shall the same Grantors be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree required to reimburse Agent on demand for deposit any amounts owed or paid to received in respect of the Notes Collateral in any bank or other financial institution at which a Blocked Account or any other Collateral Deposit Account or investment account is established Collection Account or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other Person. The obligations of Borrowers to reimburse Agent for otherwise direct such amounts pursuant or proceeds to this Section 6.3 shall survive the termination or non-renewal of this Agreementa Lockbox.

Collection of Accounts. Within thirty (a30) Each days from the Effective Date, Borrower and Guarantor shall establish and maintain, at its expense, deposit account arrangements and merchant payment arrangements direct Account Debtors to (i) deliver or transmit all proceeds of Accounts of UK Borrower to blocked accounts established with the banks set forth on Schedule 8.10 hereto and subject to Section 5.2(d) hereof such other banks as such Borrower or Guarantor may hereafter select and which shall be reasonably satisfactory to the Agent. The banks set forth on Schedule 8.10 hereto constitute all of the banks with which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of the Closing Date and identifies each of the Deposit Accounts at such banks that are used solely for receiving store receipts from a retail store location of a Borrower Bank (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Blocked Account”) and (ii) deliver or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. (i) Each Borrower shall deposit transmit all proceeds from sales of Inventory Accounts into a lockbox account, or such other “blocked account” as specified by Bank, in every formeach case located in the United States (either such account, includingthe “Cash Collateral Account”); provided that, without limitationnotwithstanding the foregoing, cashUK Borrower and, checksto the extent applicable, credit card sales draftsISR Borrower, credit card sales or charge slips or receipts may continue to collect Accounts in the United Kingdom and other forms of daily store receiptsIsrael, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose respectively, in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer on each Business Day to the Blocked Accounts as provided in Section 6.3(a)(ii) below, except for (A) nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) with respect to funds deposited in Manual Sweeping Accounts, which shall be sent to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred their practice on the next Business Day to the Blocked Accounts, and (2) as Agent may otherwise agree in its sole discretion). (ii) Each Borrower shall establish and maintain, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(a)(i) above Second Amendment Effective Date. Whether or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank shall be deemed acceptable to Agent. (iii) Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of Agent or Lenders, subject to the terms of the Intercreditor Agreement, Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that not an Event of Default has occurred and is continuing continuing, ISR Borrower and Agent US Borrower shall send immediately deliver all payments on and proceeds of Accounts collected in the United States to Administrative the Cash Collateral Account and UK Borrower a copy shall immediately get in and realize and pay into the Blocked Account all monies which it may receive in respect of Accounts. It will be considered an immediate Event of Default if the Cash Collateral Account and Blocked Account areis not established and operational within 30 days following the Effective Date and at all times thereafter. Upon receipt by Borrower of any such written instruction sent by Agent proceeds of Accounts, Borrower shall immediately transfer and deliver same to the depository bank promptly thereafterCash Collateral Account or Blocked Account (as appropriate) along with a detailed cash receipts journal. Subject to the terms of the Intercreditor Agreement, at all times that Agent shall have notified any depository bank Bank’s right to transfer funds from maintain a Blocked Account to the Agent Payment Account, all payments made to such Blocked Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the Term Loan Outstandings, subject to the Intercreditor Agreement, any payment made reserve pursuant to Section 6.3(a)(iii) will 6.3(d), all amounts received in the Cash Collateral Account and the Blocked Account shall be applied (conditional upon final collection) transferred on a daily basis to Borrower’s operating account with Bank. Borrower hereby authorizes Bank to transfer to the Obligations on Cash Collateral Account or the Business Day of receipt by Agent of immediately available funds in the Agent Payment Blocked Account provided such payments and notice thereof (as applicable) any amounts that Bank reasonably determines are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the applicable loan account on such day, and if not, then on the next Business Day. Subject to the Intercreditor Agreement, for the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(a) hereof on the same Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next Business Day. (c) Subject to the terms proceeds of the Intercreditor Agreement, upon the occurrence Accounts (provided that Bank is under no obligation to do so and during the continuance of an Event of Default, Parent and its shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates this allowance shall receive and promptly remit to Agent, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bank, financial institution or other Person involved in the transfer relieve Borrower of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other Person. The its obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreementhereunder).

Collection of Accounts. (a) Each Borrower and Guarantor shall establish and maintain, at its expense, deposit account arrangements and merchant payment arrangements with the banks set forth on Schedule 8.10 hereto and subject to Section 5.2(d) hereof such other banks as such Borrower or Guarantor may hereafter select and which shall be reasonably satisfactory to the Agent. The banks set forth on Schedule 8.10 hereto constitute all of the banks with which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of the Closing Date and identifies each of the Deposit Accounts at such banks that are used solely for receiving store receipts from a retail store location of a Borrower (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. (i) Each Borrower shall deposit all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer on each Business Day to the Blocked Accounts as provided in Section 6.3(a)(ii) below, except for (A) nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) with respect to funds deposited in Manual Sweeping Accounts, which shall be sent to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts, and (2) as Agent may otherwise agree in its sole discretion). (ii) Each Borrower shall establish and maintain, at its expense, Deposit Accounts blocked accounts or lockboxes and related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) Lender into which each Borrower shall promptly either cause deposit and direct its account debtors to directly remit all amounts payments on deposit Receivables and all payments constituting proceeds of Inventory or other Collateral in the Store Accounts of identical form in which such payments are made, whether by cash, check or other manner. Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank shall be deemed acceptable to Agent. (iii) Borrowers and Guarantors shall deliver, or cause to be delivered to Agent Lender, a Deposit Depository Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting hereof or at any other rights or remedies of Agent or Lenders, subject time and from time to the terms of the Intercreditor Agreement, Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which time Lender may become bank's customer with respect to the Blocked Accounts are maintained to transfer and promptly upon Lender's request, Borrower shall execute and deliver such agreements or documents as Lender may require in connection therewith. Borrower shall cause all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that an Event of Default is continuing and Agent shall send to Administrative Borrower a copy of any such written instruction sent by Agent be transferred each Business Day to the depository bank promptly thereafter. Subject to the terms of the Intercreditor Agreement, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Lender Payment Account, . Borrower agrees that all payments made to such Blocked AccountsAccounts or other funds received and collected by Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent Lender in respect of the Obligations and therefore shall constitute the property of Agent and Lenders Lender to the extent of the then outstanding Obligations. Borrower further agrees that within ninety (90) days of the closing of this loan facility, Borrower will close an existing Blocked Account with another Lender. Closing of such existing Blocked Account shall constitute a condition subsequent, and failure to close such Blocked Account within ninety(90) days of closing of this loan facility will constitute an Event of Default. (b) For purposes of calculating the Term Loan Outstandingsamount of the Loans available to Borrower, subject to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent Lender of immediately available funds in the Agent Lender Payment Account provided such payments and notice thereof are received in accordance with Agent’s Lender's usual and customary practices as in effect from time to time and within sufficient time to credit the applicable Borrower's loan account on such day, and if not, then on the next Business Day. Subject to the Intercreditor Agreement, for For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(aone (1) hereof on the same Business Day following the date of receipt by Agent of immediately available funds by Lender in the Agent Lender Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s Lender's usual and customary practices as in effect from time to timetime and within sufficient time to credit Borrower's loan account on such day, by 11:00 a.m. New York City time and if not, then on the next Business Day. In the event that at any time or from time to time there are no Revolving Loans outstanding, Lender shall be entitled to an administrative fee in an amount equivalent to the Interest Rate for Prime Rate Loans (on a per annum basis) multiplied by the amount of the funds received in the Blocked Account for such day as calculated by Lender in accordance with its customary practice. (c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Parent Borrower and its shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to Agentshall, acting as trustee for Lender, receive, as the property of AgentLender, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to AgentLender. In no event shall the same be commingled with any Borrower’s or Guarantor’s 's own funds. Borrowers agree Borrower agrees to reimburse Agent pay, within a reasonable time, to Lender on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bank, financial institution or other Person person involved in the transfer of funds to or from the Blocked Accounts or any investment account arising out of Agent’s Lender's payments to or indemnification of such bank, financial institution or other Personperson. The obligations obligation of Borrowers Borrower to reimburse Agent Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Each Borrower and Guarantor Borrowers shall establish and maintain, at its their expense, deposit account arrangements and merchant payment arrangements with the banks set forth on Schedule SCHEDULE 8.10 hereto and subject after prior written notice to Section 5.2(d) hereof Agent, such other banks as such Borrower or Guarantor Borrowers may hereafter select and which shall be reasonably satisfactory as are acceptable to the Agent. The banks set forth on Schedule SCHEDULE 8.10 hereto constitute all of the banks with which whom Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of the Closing Date date hereof and identifies the Borrower maintaining such arrangements and identifies each of the Deposit Accounts deposit accounts at such banks that are used solely for receiving store receipts from to a retail store location of a Borrower (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) Borrowers or otherwise describes the nature of the use of such Deposit Account deposit account by such Borrower or GuarantorBorrowers. (ib) Each Borrower shall deposit all proceeds from sales of Inventory in every form, including, without limitation, including cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower on each Business Day into the Store Account deposit accounts of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, identified to each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Accountlocation as set forth on SCHEDULE 8.10. All Borrowers shall cause all such funds deposited into the Store Accounts shall separate deposit accounts to be sent by wire transfer or by automated clearinghouse transfer daily and all other electronic funds transfer on each Business Day proceeds of Collateral to be sent daily by wire transfer, to the Blocked Accounts as provided or the Agent Payment Account. Each Borrower shall irrevocably direct in Section 6.3(a)(ii) belowwriting, except for in form and substance satisfactory to Agent (A) nominal amounts a "Payment Direction Letter"), each of the banks in which are required to be maintained in any such Store Accounts under the terms deposit account is located and into which proceeds from sales of Inventory from a retail store location of such Borrower’s arrangements with the bank Borrower are at which such Store Accounts are maintained or (B) any time deposited not to honor any instruction from a Borrower with respect to such deposit account or any funds in such account other than an instruction of such Borrower to send all funds deposited in Manual Sweeping Accountssuch account by wire transfer or automated clearinghouse transfer to a Blocked Account or the Agent Payment Account, which shall be sent and to honor any direction of Agent with respect to such deposit account and the Blocked Accounts not less than twice every week (and which amountsfunds in such account, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, even if Agent's direction is contrary to any instruction of a Borrower. Such direction shall not in be rescinded, revoked or modified without the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts, and (2) as Agent may otherwise agree in its sole discretion)prior written consent of Agent. (iic) Each Borrower Borrowers shall establish and maintain, at its expense, Deposit Accounts deposit accounts with such banks as are reasonably acceptable to Agent (the “"Blocked Accounts”) into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank shall be deemed acceptable to Agent. (iii) Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of Agent or Lenders, subject to the terms of the Intercreditor Agreement, Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that an Event of Default is continuing and Agent shall send to Administrative Borrower a copy of any such written instruction sent by Agent to the depository bank promptly thereafter. Subject to the terms of the Intercreditor Agreement, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the Term Loan Outstandings, subject to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the applicable loan account on such day, and if not, then on the next Business Day. Subject to the Intercreditor Agreement, for the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(a) hereof on the same Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next Business Day. (c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Parent and its shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to Agent, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other Person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement."

Collection of Accounts. (a) Each Borrower and Guarantor shall establish and maintainat all times maintain Lockboxes (the "Lockboxes") and, at its expense, deposit account arrangements and merchant payment arrangements with the banks set forth on Schedule 8.10 hereto and subject to Section 5.2(d) hereof such other banks as such Borrower or Guarantor may hereafter select and which shall be reasonably satisfactory to the Agent. The banks set forth on Schedule 8.10 hereto constitute all of the banks with which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of immediately after the Closing Date and identifies each of the Deposit Accounts at such banks that are used solely for receiving store receipts from a retail store location of a Borrower (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store locationDate, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. (i) Each Borrower shall deposit instruct all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer on each Business Day to the Blocked Accounts as provided in Section 6.3(a)(ii) below, except for (A) nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) Debtors with respect to funds deposited in Manual Sweeping the Accounts, which shall be sent to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to beGeneral Intangibles, and shall be, transferred on the next Business Day to the Blocked Accounts, and (2) as Agent may otherwise agree in its sole discretion). (ii) Each Borrower shall establish and maintain, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts Negotiable Collateral of such Borrower to be sent as provided remit all Collections in Section 6.3(a)(irespect thereof to such Lockboxes and (ii) above shall deposit all other Collections received by such Borrower from any source immediately upon receipt into the Lockboxes. Each Borrower, Agent, and the Lockbox Banks shall enter into the Lockbox Agreements, which among other things shall provide for the opening of a Lockbox Account for the deposit of Collections at a Lockbox Bank. Each Borrower agrees that all Collections and other amounts received by such Borrower from any Account Debtor or any other source immediately upon receipt shall itself deposit or cause to be deposited all proceeds into a Lockbox Account. No Lockbox Agreement or arrangement contemplated thereby shall be modified by any Borrower without the prior written consent of Collateral, including all proceeds from sales of InventoryAgent. Upon the terms and subject to the conditions set forth in the Lockbox Agreements, all amounts payable to received in each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank Lockbox Account shall be deemed acceptable to Agent. wired each Business Day into an account (iiithe "Agent Account") Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of Agent or Lenders, subject to the terms of the Intercreditor Agreement, Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that an Event of Default is continuing and Agent shall send to Administrative Borrower a copy of any such written instruction sent by Agent to the at a depository bank promptly thereafter. Subject to the terms of the Intercreditor Agreement, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligationsselected by Agent. (b) For purposes On or before the time set forth in Section 3.3(e), each Eligible Foreign Guarantor shall (i) establish, and thereafter maintain, one or more depository accounts, under the dominion and control of calculating the Term Loan Outstandings, subject to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment and otherwise satisfactory to Agent, in respect of the Collections paid by each of its Account provided Debtors and (ii) instruct all such payments and notice thereof Account Debtors to remit all such Collections to such depository accounts. Each Eligible Foreign Guarantor at all times promptly shall deposit all Collections into such accounts that are received in accordance with Agent’s usual and customary practices as in effect by such Eligible Foreign Guarantor from time to time and within sufficient time to credit the applicable loan account on such day, and if not, then on the next Business Dayany source immediately upon receipt thereof. Subject to the Intercreditor Agreementimmediately following sentence, each Eligible Foreign Guarantor may use the funds on deposit in its foreign bank accounts for its working capital purposes. To the purposes extent that the aggregate amount of calculating interest on the Obligationsbalances in its foreign bank accounts exceed an Eligible Foreign Guarantor's Cash Operating Requirement, such payments or excess shall, if in a currency other funds received will than Dollars, be applied converted into Dollars (conditional upon final collectionat Borrowers' sole expense) and wired into a Lockbox Account and then wired from the Lockbox Account to the Obligations in accordance with Section 6.4(a) hereof on the same Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to timeAccount. In addition, by 11:00 a.m. New York City time and if not, then on the next Business Day. (c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Parent the Agent shall have the right to convert all non-Dollar denominated balances in each Eligible Foreign Guarantor's foreign bank accounts into Dollars (at Borrowers' sole expense) and its shareholders, directors, employees, agents, each Borrower cause all amounts in such accounts to be wired into a Lockbox Account and then wired from the Lockbox Account to the Agent Account. The arrangements contemplated in this Section 2.8(b) shall not be modified by any Eligible Foreign Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to Agent, as without the property prior written consent of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other Person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. Borrower shall at all times maintain Lockboxes (the "Lockboxes") and, immediately after the Closing Date, shall instruct all Advance Debtors with respect to the Accounts, General Intangibles, and Negotiable Collateral of Borrower to remit ALL Collections in respect thereof to such Lockboxes. Borrower, Foothill, and the Lockbox Banks shall enter into the Lockbox Agreements, which among other things shall provide for the opening of a Lockbox Account for the deposit of Collections at a Lockbox Bank. Borrower agrees that all Collections and other amounts received by Borrower from any Account Debtor or any other source immediately upon receipt shall be deposited into a Lockbox Account. No Lockbox Agreement or arrangement contemplated thereby shall be modified by Borrower without the prior written consent of Foothill, which consent shall not unreasonably be withheld or delayed. Upon the terms and subject to the conditions set forth in the Lockbox Agreements, all amounts received in each Lockbox Account shall be wired each Business Day into an account (the "Foothill Account") maintained by Foothill at a depositary selected by Foothill; PROVIDED that, with respect to any Canadian Lockbox Agreement and any Canadian Lockbox Account, unless (a) Each Borrower's Canadian Collections as a percentage of Borrower's total Collections exceeded 10.0% with respect to any fiscal month of Borrower and Guarantor shall establish and maintainended after the Closing Date, at its expenseand, deposit account arrangements and merchant payment arrangements with the banks set forth on Schedule 8.10 hereto and subject to Section 5.2(d) hereof thereafter, Foothill has notified Borrower that such other banks as such Borrower or Guarantor may hereafter select and which Canadian amounts henceforth shall be reasonably satisfactory to the Agent. The banks set forth on Schedule 8.10 hereto constitute all of the banks with which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of the Closing Date and identifies each of the Deposit Accounts at such banks that are used solely for receiving store receipts from a retail store location of a Borrower (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. (i) Each Borrower shall deposit all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer on wired each Business Day to the Blocked Accounts as provided in Section 6.3(a)(iiFoothill Account, (b) below, except for (A) nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) with respect to funds deposited in Manual Sweeping Accounts, which shall be sent to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts, and (2) as Agent may otherwise agree in its sole discretion). (ii) Each Borrower shall establish and maintain, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank shall be deemed acceptable to Agent. (iii) Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of Agent or Lenders, subject to the terms of the Intercreditor Agreement, Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that an Event of Default has occurred and is continuing and Agent shall send to Administrative Borrower continuing, or (c) Foothill reasonably (from the perspective of a copy of any such written instruction sent by Agent to the depository bank promptly thereafter. Subject to the terms of the Intercreditor Agreement, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. reasonable secured lender) deems itself insecure (b) For purposes of calculating the Term Loan Outstandings, subject to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the applicable loan account on such day, and if not, then on the next Business Day. Subject to the Intercreditor Agreement, for the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(a) hereof on the same Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next Business Day. (c) Subject to the terms 1208 of the Intercreditor AgreementCode), upon the occurrence such Canadian amounts need not be wired to Foothill and during the continuance of an Event of Default, Parent may be retained and its shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to Agent, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited used in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand Canada for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bank, financial institution or other Person involved in purpose permitted by the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other Person. The obligations of Borrowers to reimburse Agent for Loan Documents as if such amounts pursuant had been used to this Section 6.3 shall survive pay down the termination or non-renewal balance of this AgreementBorrower's loan account and immediately readvanced to Borrower.

Collection of Accounts. Borrower shall at all times maintain lockboxes ("Lockboxes") and shall, on or before December 26, 2005, instruct all Account Debtors with respect to Accounts and General Intangibles of Borrower to remit all Collections in respect thereof to such Lockboxes or local deposit accounts at financial institutions acceptable to the Lender. Borrower, Lender and the Lockbox Banks shall enter into the Lockbox Agreements, which among other things shall provide for the opening of a Lockbox Account for the deposit of Collections at a Lockbox Bank. Borrower agrees that: (a) Each Borrower and Guarantor shall establish and maintain, at its expense, all good funds on deposit in each local collection account arrangements and merchant payment arrangements with the banks set forth on Schedule 8.10 hereto and (other than a local collection account which is subject to Section 5.2(da Control Agreement) hereof such other banks as such Borrower or Guarantor may hereafter select and which in excess of $10,000 per account shall be reasonably satisfactory swept pursuant to the Agent. The banks set forth on Schedule 8.10 hereto constitute all of the banks with which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of the Closing Date and identifies each of the Deposit Accounts at such banks that are used solely for receiving store receipts from a retail store location of a Borrower standing instructions (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. (i) Each Borrower shall deposit all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or ACH transaction) on a daily basis to a Lockbox Account; and (b) all Collections and other electronic funds transfer on amounts received by Borrower from any Account Debtor or any other source immediately upon receipt shall be deposited into a Lockbox Account (provided that so long as no Event of Default has occurred and is continuing, Borrower shall not be required to deposit receipts from deposit accounts associated with kiosk locations, whose balances are less than $10,000). No Lockbox Agreement or arrangement contemplated thereby shall be modified by Borrower without the prior written consent of the Lender. All amounts received in each Lockbox Account shall be wired each Business Day to the Blocked Accounts as provided in Section 6.3(a)(iiinto an account ("Lender's Account") below, except for (A) nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) with respect to funds deposited in Manual Sweeping Accounts, which shall be sent to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts, and (2) as Agent may otherwise agree in its sole discretion)Lender. (ii) Each Borrower shall establish and maintain, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank shall be deemed acceptable to Agent. (iii) Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of Agent or Lenders, subject to the terms of the Intercreditor Agreement, Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that an Event of Default is continuing and Agent shall send to Administrative Borrower a copy of any such written instruction sent by Agent to the depository bank promptly thereafter. Subject to the terms of the Intercreditor Agreement, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the Term Loan Outstandings, subject to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the applicable loan account on such day, and if not, then on the next Business Day. Subject to the Intercreditor Agreement, for the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(a) hereof on the same Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next Business Day. (c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Parent and its shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to Agent, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other Person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Each Borrower Borrowers and Guarantor Guarantors shall establish and maintain, at its their expense, deposit account arrangements blocked accounts or lockboxes and merchant payment arrangements with the banks set forth on Schedule 8.10 hereto and subject to Section 5.2(d) hereof such other banks as such Borrower or Guarantor may hereafter select and which shall be reasonably satisfactory to the Agent. The banks set forth on Schedule 8.10 hereto constitute all of the banks with which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of the Closing Date and identifies each of the Deposit Accounts at such banks that are used solely for receiving store receipts from a retail store location of a Borrower related blocked accounts (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store locationin either case, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. (i) Each Borrower shall deposit all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer on each Business Day to the Blocked Accounts as provided in Section 6.3(a)(ii) below, except for (A) nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) with respect to funds deposited in Manual Sweeping Accounts, which shall be sent to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the "Blocked Accounts"), and (2) as Agent may otherwise agree in its sole discretion). (ii) Each Borrower shall establish and maintainspecify, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) into which each Borrower Borrowers and Guarantors shall promptly either cause deposit and direct their respective account debtors to directly remit all amounts payments on deposit Receivables and all payments constituting proceeds of Inventory or other Collateral in the Store Accounts of identical form in which such Borrower to be sent as provided in Section 6.3(a)(i) above payments are made, whether by cash, check or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateralmanner. Any Eligible Depository Bank shall be deemed acceptable to Agent. (iii) Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereofhereof or at any time. Agent shall instruct the depository banks at which the Blocked Accounts are maintained to transfer the funds on deposit in the Blocked Accounts to such operating bank account of Parent or Borrowers as Borrower Agent may specify in writing to Agent until such time as Agent shall notify the depository bank otherwise. Without limiting any other rights or remedies of Agent or Lenders, subject to the terms of the Intercreditor Agreement, Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that either: (i) an Event of Default shall exist or have occurred and be continuing, or (ii) Excess Availability is continuing and less than $20,000,000. Agent shall send to Administrative Borrower Agent a copy of any such written instruction sent by Agent to the depository bank promptly thereafter. Subject to In the terms of the Intercreditor Agreement, event that at all times that any time after Agent shall have notified any has instructed such depository bank banks to transfer such funds from a Blocked Account to the Agent Payment Account, each of the conditions set forth in clauses (i) and (ii) above do not exist or have not occurred and are not continuing for a period of thirty (30) consecutive days, upon Borrower Agent's written request received by Agent within five (5) Business Days after the end of such thirty (30) day period, Agent shall instruct such depository banks to transfer the funds on deposit in such accounts to such operating deposit account of Parent or a Borrower as Borrower Agent may specify in writing to Agent until such time as Agent is entitled to notify and shall notify the depository bank otherwise as provided above. Borrowers and Guarantors agree that all payments made to such Blocked AccountsAccounts or other funds received and collected by Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the Term Loan Outstandingsamount of the Loans available to each Borrower, subject to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s 's usual and customary practices as in effect from time to time and within sufficient time to credit the applicable such Borrower's loan account on such day, and if not, then on the next Business Day. Subject to the Intercreditor Agreement, for the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(a) hereof on the same Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next Business Day. (c) Subject to the terms of the Intercreditor Agreement, upon the occurrence Each Borrower and during the continuance of an Event of Default, Parent Guarantor and its shareholders, their respective directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to shall, acting as trustee for Agent, receive, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s 's or Guarantor’s 's own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment deposit account is established or any other bank, financial institution bank or other Person person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s 's payments to or indemnification of such bank, financial institution bank or other Personperson. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. Borrowers shall at all times maintain lockboxes (athe "Lockboxes") and, immediately after the Closing Date, shall instruct all Account Debtors with respect to the Accounts, General Intangibles, and Negotiable Collateral of Borrowers to remit all Collections in respect thereof to such Lockboxes. --- Borrowers, Foothill, and the Lockbox Banks shall enter into the Lockbox Agreements, which among other things shall provide for the opening of a Lockbox Account for the deposit of Collections at a Lockbox Bank. Each Borrower agrees that all Collections and Guarantor other amounts received by such Borrower from any Account Debtor or any other source immediately upon receipt shall establish and maintain, at its expense, deposit account arrangements and merchant payment arrangements with be deposited into a Lockbox Account. No Lockbox Agreement or arrangement contemplated thereby shall be modified by a Borrower without the banks set forth on Schedule 8.10 hereto prior written consent of Foothill. Upon the terms and subject to Section 5.2(d) hereof such other banks as such Borrower or Guarantor may hereafter select and which the conditions set forth in the Lockbox Agreements, all amounts received in each Lockbox Account shall be reasonably satisfactory wired each Business Day into an account (the "Foothill Account") maintained by Foothill at a depositary selected by Foothill. Notwithstanding anything to the Agent. The banks set forth on Schedule 8.10 hereto constitute all contrary contained in this Section 2.7, until the sooner to occur of May 6, 2000 or the banks with which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of the Closing Date and identifies each of the Deposit Accounts at such banks that are used solely for receiving store receipts from a retail store location ----------- establishment of a Borrower satisfactory Lockbox Agreement with respect to the Collections in Canada (together with any other Deposit Accounts at any time established the "Canadian Collections"), such Canadian Collections need not be deposited into a Lockbox by the Account Debtor or used by any Borrower for receiving such store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. (i) Each Borrower shall deposit all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer on each Business Day to the Blocked Accounts as provided in Section 6.3(a)(ii) below, except for (A) nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements handled consistently with the bank at which such Store Accounts are maintained or (B) with respect to funds deposited in Manual Sweeping Accounts, which shall be sent to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts, and (2) as Agent may otherwise agree in its sole discretion)Borrowers' current business practices. (ii) Each Borrower shall establish and maintain, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank shall be deemed acceptable to Agent. (iii) Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of Agent or Lenders, subject to the terms of the Intercreditor Agreement, Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that an Event of Default is continuing and Agent shall send to Administrative Borrower a copy of any such written instruction sent by Agent to the depository bank promptly thereafter. Subject to the terms of the Intercreditor Agreement, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the Term Loan Outstandings, subject to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the applicable loan account on such day, and if not, then on the next Business Day. Subject to the Intercreditor Agreement, for the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(a) hereof on the same Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next Business Day. (c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Parent and its shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to Agent, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other Person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. Borrower shall at all times maintain lockboxes (the "Lockboxes") and, immediately after the Closing Date, shall instruct all Account Debtors with respect to the Accounts, General Intangibles, and Negotiable Collateral of Borrower to remit ALL Collections in respect thereof to such Lockboxes. Borrower, Agent, and the Lockbox Banks shall enter into the Lockbox Agreements, which among other things shall provide for the opening of a Lockbox Account for the deposit of Collections at a Lockbox Bank. Borrower agrees that all Collections and other amounts received by Borrower from any Account Debtor or any other source immediately upon receipt shall be deposited into a Lockbox Account. No Lockbox Agreement or arrangement contemplated thereby shall be modified by Borrower without the prior written consent of Agent. Upon the terms and subject to the conditions set forth in the Lockbox Agreements, all amounts received in each Lockbox Account shall be wired each Business Day into an account (the "Agent's Account") maintained by Agent at a depositary selected by Agent. (a) Each Borrower and Guarantor shall establish and maintain, cause all cash received by Borrower at its expense, deposit account arrangements and merchant payment arrangements with the banks set forth on Schedule 8.10 hereto and subject to Section 5.2(d) hereof such other banks as such Borrower or Guarantor may hereafter select and which shall be reasonably satisfactory to the Agent. The banks set forth on Schedule 8.10 hereto constitute all of the banks with which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of the Closing Date and identifies each of the Deposit Accounts at such banks that are used solely for receiving store receipts from a any retail store location (other than cash for use in the Borrower's cash registers up to a maximum amount of $2,000 per store and $250,000 in the aggregate) to be deposited on a Borrower (together with daily basis into any Blocked Account or, at Agent's option, any other Deposit Accounts at any time established bank account, THEREUPON to be deposited to or used by any Borrower for receiving such store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. (i) Each Borrower shall deposit all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer (including, but not limited to, ACH transfers) on each Business Day to the Concentration Account. In addition, Borrower agrees that all other Collections and other amounts received directly by Borrower from any Account Debtor or any other source promptly upon receipt shall be deposited into any Blocked Accounts as provided in Section 6.3(a)(ii) belowAccount. With respect to such bank accounts that are Blocked Accounts, except for (A) nominal amounts which are required to be maintained in such Store Accounts under Borrower, Agent and the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) Blocked Account Banks shall enter into Blocked Account Agreements, which, among other things, with respect to funds all Blocked Accounts (other than the Concentration Account) will provide for all cash deposited in Manual Sweeping Accounts, which shall into a Blocked Account to be sent to the Blocked Accounts by electronic funds transfer (including, but not less than twice every week (and which amountslimited to, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1ACH transfers) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next each Business Day to the Concentration Account. With respect to each account (other than Blocked Accounts, and (2) as Agent may otherwise agree in its sole discretion). (ii) Each Borrower shall establish and maintain, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) into which each Collections are deposited, Borrower shall promptly either cause irrevocably authorize and direct in writing, in form and substance satisfactory to Agent, each such bank to send via wire transfer (including, but not limited to, ACH transfers) each Business Day all amounts on deposit funds deposited into each such account to the Concentration Account and each such bank shall agree to do so. No Blocked Account Agreement or other arrangement contemplated in this SECTION 2.8(a) shall be modified by Borrower without the prior written consent of Agent. Upon the terms and subject to the conditions set forth in the Store Accounts of such Borrower Blocked Account Agreement applicable to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventorythe Concentration Account, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank received in the Concentration Account shall be deemed acceptable to wired each Business Day into an account (the "Agent. (iii's Account") Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of Agent or Lenders, subject to the terms of the Intercreditor Agreement, Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that an Event of Default is continuing and Agent shall send to Administrative Borrower a copy of any such written instruction sent by Agent to the depository bank promptly thereafter. Subject to the terms of the Intercreditor Agreement, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligationsdepositary selected by Agent. (b) For purposes of calculating the Term Loan Outstandings, subject to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the applicable loan account on such dayBorrower shall not, and if notshall not permit any of its Subsidiaries to, then on the next Business Day. Subject to the Intercreditor Agreement, for the purposes of calculating interest on the Obligations, such payments open or other funds received will be applied (conditional upon final collection) to the Obligations in accordance maintain any deposit account or investment account with Section 6.4(a) hereof on the same Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next Business Day. (c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Parent and its shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to Agent, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bankthan the Designated Account, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts arising out and the other accounts listed on SCHEDULE 5.17, except as otherwise agreed by the Agent. All deposit accounts and investment accounts of Agent’s payments to or indemnification of such bank, financial institution or other Person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this AgreementBorrower and its Subsidiaries are listed on SCHEDULE 5.17.

Collection of Accounts. (a) Each Borrower Prior to the occurrence of a Compliance Triggering Event or Event of Default, Borrowers shall retain control of their cash, including payments and Guarantor proceeds of Collateral. Concurrently with this Agreement, Borrowers shall establish and maintain, at its their expense, deposit account arrangements blocked accounts or lockboxes and merchant payment arrangements with the banks set forth on Schedule 8.10 hereto and subject to Section 5.2(d) hereof such other banks as such Borrower or Guarantor may hereafter select and which shall be reasonably satisfactory to the Agent. The banks set forth on Schedule 8.10 hereto constitute all of the banks with which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of the Closing Date and identifies each of the Deposit Accounts at such banks that are used solely for receiving store receipts from a retail store location of a Borrower related blocked accounts (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store locationin either case, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. (i) Each Borrower shall deposit all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer on each Business Day to the Blocked Accounts as provided in Section 6.3(a)(ii) below, except for (A) nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) with respect to funds deposited in Manual Sweeping Accounts, which shall be sent to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the "Blocked Accounts"), and (2) as Agent Lender may otherwise agree in its sole discretion). (ii) Each Borrower shall establish and maintainspecify, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent Lender. Such Blocked Accounts may be Central Collection Deposit Accounts, and the term Blocked Accounts shall mean and include the Central Collection Deposit Accounts. Upon an Event of Default or a Compliance Triggering Event, and during any Availability Compliance Period (the “Blocked Accounts”) into which each Borrower related to a Compliance Triggering Event), and upon Lender's request, Borrowers shall promptly either cause deposit into one or more Blocked Accounts and direct their account debtors to directly remit into such Blocked Accounts all amounts payments on deposit Receivables and all payments constituting proceeds of Inventory or other Collateral in the Store Accounts of identical form in which such Borrower to be sent as provided in Section 6.3(a)(i) above payments are made, whether by cash, check or shall itself deposit or cause to be deposited all proceeds of Collateralother manner. Concurrently with this Agreement, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank shall be deemed acceptable to Agent. (iii) Borrowers and Guarantors shall deliver, or cause to be delivered to Agent Lender, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of Agent or Lenders, subject to the terms of the Intercreditor Agreement, Agent may, at its option, and which agreement shall provide that upon notice from Lender (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that shall be given upon an Event of Default is continuing or a Compliance Triggering Event and Agent shall revoked promptly after the related Availability Compliance Reinstatement Date), such bank will send to Administrative Borrower funds on a copy of any such written instruction sent by Agent daily basis to the depository bank promptly thereafterLender Payment Account and otherwise take instruction with respect to such Blocked Account only from Lender. Subject Promptly upon Lender's request, Borrowers shall execute and deliver such agreements or documents as Lender may require in connection therewith. Borrowers agree that after notice by Lender to the terms of bank under the Intercreditor Deposit Account Control Agreement, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked AccountsAccounts or other funds received and collected by Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent Lender in respect of the Obligations and therefore shall constitute the property of Agent and Lenders Lender to the extent of the then outstanding Obligations. (b) For purposes of calculating the Term Loan Outstandings, subject to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the applicable loan account on such day, and if not, then on the next Business Day. Subject to the Intercreditor Agreement, for the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(a) hereof on the same Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next Business Day. (c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Parent and its shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to Agent, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other Person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Each Borrower and Guarantor shall establish and maintainshall, at its expensewithin one Business Day after the Closing Date, deposit account arrangements and merchant payment arrangements with the banks set forth on Schedule 8.10 hereto and subject instruct all Account Debtors to Section 5.2(d) hereof such other banks as such Borrower or Guarantor may hereafter select and which shall be reasonably satisfactory remit all Collections directly to the AgentConcentration Account via electronic funds transfer (including, but not limited to ACH transfers) on each Business Day. The banks set forth on Schedule 8.10 hereto constitute Borrower shall cause all of the banks with which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of the Closing Date and identifies each of the Deposit Accounts cash received by Borrower at such banks that are used solely for receiving store receipts from a any retail store location of to be deposited on a Borrower (together with daily basis into a DDA that has received a DDA Notification or, at Agent's option, any other Deposit Accounts at any time established bank account, thereupon to be deposited to or used by any Borrower for receiving such store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. (i) Each Borrower shall deposit all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer (including, but not limited to, ACH transfers) on each Business Day to the Blocked Accounts as provided in Section 6.3(a)(ii) belowConcentration Account; provided, except for (A) nominal amounts which are required that up to $500 per store location may be maintained retained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) with respect to funds deposited in Manual Sweeping Accounts, which shall be sent to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts, and (2) as Agent may otherwise agree in its sole discretion). (ii) Each Borrower shall establish and maintain, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank shall be deemed acceptable to Agent. (iii) Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of Agent or Lendersaccounts, subject to the terms Lien of the Intercreditor Agent. In addition, Borrower agrees that all other Collections and other amounts received directly by Borrower from any Account Debtor or any other source immediately upon receipt shall be deposited into any Blocked Account. With respect to each account (other than Blocked Accounts) into which Collections are deposited, as required by Section 3.3(b), Borrower shall irrevocably authorize and direct in writing, in form and substance satisfactory to Agent, each such bank to send via wire transfer (including, but not limited to, ACH transfers) each Business Day without further instructions by any Person all funds deposited into each such account to the Concentration Account and each such bank shall agree to do so. No DDA Notification or other arrangement contemplated in this Section 2.8(a) shall be modified by Borrower without the prior written consent of Agent. Upon the terms and subject to the conditions set forth in the Concentration Account Agreement, Agent may, at its option, and all amounts received in the Concentration Account shall be wired each Business Day into an account (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are "Agent's Account") maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that an Event of Default is continuing and Agent shall send to Administrative Borrower a copy of any such written instruction sent by Agent to the depository bank promptly thereafter. Subject to the terms of the Intercreditor Agreement, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligationsdepositary selected by Agent. (b) For purposes of calculating the Term Loan Outstandings, subject to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the applicable loan account on such dayBorrower shall not, and if notshall not permit any of its Subsidiaries to, then on the next Business Day. Subject to the Intercreditor Agreement, for the purposes of calculating interest on the Obligations, such payments open or other funds received will be applied (conditional upon final collection) to the Obligations in accordance maintain any deposit account or investment account with Section 6.4(a) hereof on the same Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next Business Day. (c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Parent and its shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to Agent, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bankthan the Designated Account, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts arising out and the other accounts listed on Schedule 5.17. All deposit accounts and investment accounts of Agent’s payments to or indemnification of such bank, financial institution or other Person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this AgreementBorrower and its Subsidiaries are listed on Schedule 5.17.

Collection of Accounts. Borrower shall at all times maintain lockboxes (athe "Lockboxes") Each Borrower and Guarantor shall establish and maintain, at its expense, deposit account arrangements and merchant payment arrangements instruct all Account Debtors with the banks set forth on Schedule 8.10 hereto and subject to Section 5.2(d) hereof such other banks as such Borrower or Guarantor may hereafter select and which shall be reasonably satisfactory respect to the Accounts, General Intangibles, and Negotiable Collateral of Borrower to remit all Collections in respect thereof to such Lockboxes or to local deposit accounts at financial institutions reasonably acceptable to Agent. The banks set forth on Schedule 8.10 hereto constitute all of Borrower, Agent, and the banks with Lockbox Banks shall enter into the Lockbox Agreements, which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of among other things shall provide for the Closing Date and identifies each of the Deposit Accounts at such banks that are used solely for receiving store receipts from a retail store location opening of a Lockbox Account for the deposit of Collections at a Lockbox Bank. Borrower (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. agrees that: (i) Each Borrower shall all good funds on deposit all proceeds from sales in each local collection account (other than a local collection account which is either an Excluded Account or which is subject to a Control Agreement) in excess of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts 25,000 per account shall be sent swept pursuant to standing instructions (by wire transfer or ACH transaction) on a daily basis to a Lockbox Account; and (ii) all Collections and other electronic funds transfer on amounts received by Borrower from any Account Debtor or any other source immediately upon receipt shall be deposited into a Lockbox Account. No Lockbox Agreement or arrangement contemplated thereby shall be modified by Borrower without the prior written consent of Agent. Upon the terms and subject to the conditions set forth in the Lockbox Agreements, all amounts received in each Lockbox Account shall be wired each Business Day to the Blocked Accounts as provided in Section 6.3(a)(ii) below, except for (A) nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) with respect to funds deposited in Manual Sweeping Accounts, which shall be sent to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts, and (2) as Agent may otherwise agree in its sole discretion). (ii) Each Borrower shall establish and maintain, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent into an account (the “Blocked Accounts”"Agent's Account") into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank shall be deemed acceptable to maintained by Agent at a depositary selected by Agent. (iii) Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of Agent or Lenders, subject to the terms of the Intercreditor Agreement, Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that an Event of Default is continuing and Agent shall send to Administrative Borrower a copy of any such written instruction sent by Agent to the depository bank promptly thereafter. Subject to the terms of the Intercreditor Agreement, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the Term Loan Outstandings, subject to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the applicable loan account on such day, and if not, then on the next Business Day. Subject to the Intercreditor Agreement, for the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(a) hereof on the same Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next Business Day. (c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Parent and its shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to Agent, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other Person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Each Borrower and Guarantor shall establish and maintainBorrower, at its expense, deposit account arrangements all times from and merchant payment arrangements with after the banks date set forth on Schedule 8.10 hereto in SECTION 3.3(D) (the "Concentration Deadline"), shall maintain a concentration account (the "Concentration Account") at the Designated Account Bank and, from and subject to Section 5.2(d) hereof such other banks as such Borrower or Guarantor may hereafter select and which shall be reasonably satisfactory to after the Agent. The banks set forth on Schedule 8.10 hereto constitute all of the banks with which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of the Closing Date and identifies each of the Deposit Accounts at such banks that are used solely for receiving store receipts from a retail store location of a Borrower Concentration Deadline (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store locationor, collectivelyif earlier, the “Store Accounts” and each individuallydate that the Concentration Account is established), a “Store Account”) or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. (i) Each shall instruct all Account Debtors with respect to the Accounts, General Intangibles, and Negotiable Collateral of Borrower to remit ALL Collections in respect thereof to such Concentration Account (and shall deposit cause the other Covenant Parties to instruct all proceeds from sales of Inventory in every formaccount debtors with respect to the accounts, includinggeneral intangibles, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location rights to payment of such Borrower Covenant Parties to remit ALL Collections in respect thereof to such Concentration Account (or into the Store Account a deposit account of such Borrower used solely for such purpose in accordance with Covenant Party the current and prior practices proceeds of such Borrower, but in any event which are remitted no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer on each Business Day to the Blocked Accounts as provided in Section 6.3(a)(ii) belowConcentration Account), except for and each other Covenant Party hereby agrees to so instruct all such account debtors (A) nominal amounts which are required to be maintained in such Store Accounts under including the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) depository with respect to funds deposited any such deposit account)), and (ii) shall deposit (and shall cause each of the other Covenant Parties to deposit, and each other Covenant Party hereby agrees to deposit) ALL other Collections received by any Covenant Party from any source immediately upon receipt in Manual Sweeping Accounts, which shall be sent to the Blocked Accounts not Concentration Account (or into a deposit account of such Covenant Party the proceeds of which are remitted no less frequently than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next each Business Day to the Blocked AccountsConcentration Account). On or before the Concentration Deadline, Borrower, Agent, and the Designated Account Bank shall enter into the Concentration Account Agreement. Borrower and each of the other Covenant Parties hereby agree that all Collections and other amounts received by any Covenant Party from any account debtor or any other source immediately upon receipt shall be deposited into the Concentration Account (2) as Agent may otherwise agree in its sole discretionor into a deposit account of such Covenant Party the proceeds of which are remitted no less frequently than each Business Day to the Concentration Account). (ii) Each Borrower . Neither Concentration Account Agreement nor arrangement contemplated thereby shall establish be modified by any Covenant Party without the prior written consent of Agent. Upon the terms and maintain, at its expense, Deposit Accounts with such banks as are reasonably acceptable subject to Agent (the “Blocked Accounts”) into which each Borrower shall promptly either cause all amounts on deposit conditions set forth in the Store Accounts of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of InventoryConcentration Account Agreement, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank received in the Concentration Account shall be deemed acceptable to wired each Business Day into an account (the "Agent Account") maintained by Agent at a depositary selected by Agent. (iii) Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of Agent or Lenders, subject to the terms of the Intercreditor Agreement, Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that an Event of Default is continuing and Agent shall send to Administrative Borrower a copy of any such written instruction sent by Agent to the depository bank promptly thereafter. Subject to the terms of the Intercreditor Agreement, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the Term Loan Outstandings, subject to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the applicable loan account on such day, and if not, then on the next Business Day. Subject to the Intercreditor Agreement, for the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(a) hereof on the same Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next Business Day. (c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Parent and its shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to Agent, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other Person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Each Borrower and Guarantor shall shall, as of the date of this Agreement establish and maintainat all times thereafter maintain lockboxes (the "Lockboxes") at the Lockbox Banks and, at immediately after the Closing Date (i) shall, and shall cause each of its expenseSubsidiaries to, instruct all Account Debtors with respect to the Accounts, General Intangibles, and Negotiable Collateral of Borrower or such Subsidiary, as the case may be, to remit all Collections in respect thereof to such Lockboxes, and (ii) shall, and shall cause each of its Subsidiaries to, deposit account arrangements all other Collections received by Borrower or such Subsidiary from any source immediately upon receipt into the Lockboxes, and merchant (iii) shall request in writing and otherwise take such steps as are necessary to ensure that all Account Debtors forward payment arrangements directly to such Lockboxes. From time to time as requested by Agent, Borrower shall, and shall cause each of its Subsidiaries to, execute and deliver Transfer Orders to Agent, in form and substance satisfactory to Agent, with respect to all present and future rights to payment relating to or arising from the banks set forth on Schedule 8.10 hereto Oil and Gas Property Collateral. Borrower, each of Borrower's Subsidiaries, Agent, and the Lockbox Banks shall enter into the Lockbox Agreements, which among other things shall provide for the opening of a Lockbox Account for the deposit of Collections at a Lockbox Bank. Borrower agrees that all Collections and other amounts received by Borrower or any of its Subsidiaries from any Account Debtor or any other source (other than the Advances made under this Agreement) immediately upon receipt shall be deposited into a Lockbox Account. No Lockbox Agreement or arrangement contemplated thereby shall be modified by Borrower or any of its Subsidiaries without the prior written consent of Agent. Upon the terms and subject to Section 5.2(d) hereof such other banks as such Borrower or Guarantor may hereafter select and the conditions set forth in the Lockbox Agreements, following Agent giving notice to the applicable Lockbox Bank to do so (which notice Agent agrees not to give to the applicable Lockbox Bank prior to the occurrence of a Triggering Event), all amounts received in each Lockbox Account shall be reasonably satisfactory to wired each Business Day into the Agent. The banks set forth on Schedule 8.10 hereto constitute all of the banks with which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of the Closing Date and identifies each of the Deposit Accounts at such banks that are used solely for receiving store receipts from a retail store location of a Borrower (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store 's Account”) or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. (i) Each Borrower shall deposit all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, thathowever, each retail store that Agent reserves the right, in its sole discretion, to require that any amounts received in any Lockbox Account which may represent amounts attributable to trust funds (i.e., production taxes, severance taxes, or payroll taxes) or amounts attributable to Mineral Interests of third Persons be segregated by the Lockbox Bank and held in a separate account or otherwise as directed by Agent. From and after the occurrence of a Triggering Event, no Borrower may retain shall, or shall cause or permit any Subsidiary thereof to, accumulate or maintain cash in disbursement or payroll accounts as of any date of determination in excess of checks outstanding against such store funds accounts as of up that date and amounts necessary to $10,000 immediately after each deposit of funds from such store into the applicable Store Accountmeet minimum balance requirements. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer on each Business Day to the Blocked Accounts as provided As used in Section 6.3(a)(ii) belowthis Agreement, except for "Triggering Event" means: (A) nominal amounts which are required to be maintained in such Store Accounts under the terms occurrence or continued existence of such Borrower’s arrangements with the bank at which such Store Accounts are maintained an Event of Default or (B) with respect to funds deposited in Manual Sweeping Accountsthe occurrence or continued existence of the sum of (I) Availability of Borrower, which shall be sent to the Blocked Accounts not less than twice every week (and which amountsplus Borrower's immediately available unrestricted cash on hand, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts, and (2) as minus an amount determined by Agent may otherwise agree in its sole discretion). discretion that would be sufficient to maintain Borrower's and its Subsidiaries' accounts payable and other current liabilities within reasonable terms (iias determined on a consolidated basis) Each Borrower shall establish and maintain, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent is less than (the “Blocked Accounts”II) into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank shall be deemed acceptable to Agent. (iii) Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of Agent or Lenders, subject to the terms of the Intercreditor Agreement, Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account $2,500,000 at any time that an Event of Default is continuing and Agent shall send to Administrative Borrower a copy of any such written instruction sent by Agent to the depository bank promptly thereafter. Subject to the terms of the Intercreditor Agreement, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligationstime. (b) For purposes of calculating the Term Loan Outstandings, subject to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the applicable loan account on such day, and if not, then on the next Business Day. Subject to the Intercreditor Agreement, for the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(a) hereof on the same Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next Business Day. (c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Parent and its shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to Agent, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other Person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Each Borrower shall, immediately after the Closing Date, instruct all Credit Card Processors and Guarantor shall establish and maintain, at its expense, deposit account arrangements and merchant payment arrangements with the banks set forth on Schedule 8.10 hereto and subject all depositories maintaining a DDA to Section 5.2(d) hereof such other banks as such Borrower or Guarantor may hereafter select and which shall be reasonably satisfactory remit all Collections directly to the AgentConcentration Account via electronic funds transfer (including, but not limited to ACH transfers) on each Business Day. The banks set forth on Schedule 8.10 hereto constitute Borrower shall cause all of the banks with which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of the Closing Date and identifies each of the Deposit Accounts cash received by Borrower at such banks that are used solely for receiving store receipts from a any retail store location of to be deposited on a Borrower (together with daily basis into any Blocked Account or, at Agent's option, any other Deposit Accounts at any time established bank account, thereupon to be deposited to or used by any Borrower for receiving such store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. (i) Each Borrower shall deposit all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer (including, but not limited to, ACH transfers) on each Business Day to the Concentration Account. In addition, Borrower agrees that all other Collections and other amounts received directly by Borrower from any Account Debtor or any other source immediately upon receipt shall be deposited into any Blocked Accounts as provided in Section 6.3(a)(ii) belowAccount. With respect to such bank accounts that are Blocked Accounts, except for (A) nominal amounts which are required to be maintained in such Store Accounts under Borrower, Agent and the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) Blocked Account Banks shall enter into Blocked Account Agreements, which, among other things, with respect to funds all Blocked Accounts (other than the Concentration Account) will provide for all cash deposited in Manual Sweeping Accounts, which shall into a Blocked Account to be sent to the Blocked Accounts by electronic funds transfer (including, but not less than twice every week (and which amountslimited to, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1ACH transfers) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next each Business Day to the Concentration Account. With respect to each account (other than Blocked Accounts, and (2) as Agent may otherwise agree in its sole discretion). (ii) Each Borrower shall establish and maintain, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) into which each Collections are deposited, Borrower shall promptly either cause irrevocably authorize and direct in writing, in form and substance satisfactory to Agent, each such bank to send via wire transfer (including, but not limited to, ACH transfers) each Business Day all amounts on deposit funds deposited into each such account to the Concentration Account and each such bank shall agree to do so. No Blocked Account Agreement or other arrangement contemplated in this Section 2.8(a) shall be modified by Borrower without the prior written consent of Agent. Upon the terms and subject to the conditions set forth in the Store Accounts of such Borrower Blocked Account Agreement applicable to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventorythe Concentration Account, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank received in the Concentration Account shall be deemed acceptable to wired each Business Day into an account (the "Agent. (iii's Account") Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of Agent or Lenders, subject to the terms of the Intercreditor Agreement, Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that an Event of Default is continuing and Agent shall send to Administrative Borrower a copy of any such written instruction sent by Agent to the depository bank promptly thereafter. Subject to the terms of the Intercreditor Agreement, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligationsdepositary selected by Agent. (b) For purposes of calculating the Term Loan Outstandings, subject to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the applicable loan account on such dayBorrower shall not, and if notshall not permit any of its Subsidiaries to, then on the next Business Day. Subject to the Intercreditor Agreement, for the purposes of calculating interest on the Obligations, such payments open or other funds received will be applied (conditional upon final collection) to the Obligations in accordance maintain any deposit account or investment account with Section 6.4(a) hereof on the same Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next Business Day. (c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Parent and its shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to Agent, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bankthan the Designated Account, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts arising out and the other accounts listed on Schedule 5.17. All deposit accounts and investment accounts of Agent’s payments to or indemnification of such bank, financial institution or other Person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this AgreementBorrower and its Subsidiaries are listed on Schedule 5.17.

Collection of Accounts. (a) Each Borrowers and Guarantors shall establish and maintain, at their expense, blocked accounts or lockboxes and related blocked accounts (in either case, “Blocked Accounts”), as Agent may specify, with the banks set forth on Schedule 31 to the Information Certificates and such other banks as are reasonably acceptable to Agent; provided, that, not later than sixty (60) days following the date hereof (or such later date as Agent may agree in its discretion), each Borrower and Guarantor shall establish and maintain, at its expense, deposit account arrangements accounts and merchant payment arrangements with the banks set forth on Schedule 8.10 hereto cash management services at ▇▇▇▇▇ or one of its Affiliates (except for certain local deposit accounts agreed to by Agent and subject to Section 5.2(d) hereof such other banks as such Borrower or Guarantor may hereafter select and Borrowers which shall be maintained with such other institutions as are reasonably acceptable to Agent) of a type and on terms reasonably satisfactory to the Agent. The banks set forth on Schedule 8.10 hereto 31 of the Information Certificates constitute all of the banks with which all Borrowers and all Guarantors have deposit account arrangements and merchant payment cash management arrangements as of the Closing Date date hereof and identifies each of the Deposit Accounts deposit accounts at such banks that are used solely for receiving store receipts from a retail store location particular locations of a Borrower (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such Deposit Account deposit account by such Borrower or Guarantor. (i) Each Borrower . Such Blocked Accounts may be Central Collection Deposit Accounts, and the term Blocked Accounts shall deposit all proceeds from sales include the Central Collection Deposit Accounts. Borrowers and Guarantors shall retain the use of Inventory in every form, including, without limitation, their cash, checks, credit card sales drafts, credit card sales or charge slips or receipts including payments and other forms proceeds of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business DaysCollateral; provided, that, each retail store of at any time that a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into Cash Dominion Event exists or has occurred and is continuing, Agent may, at its option, instruct the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer on each Business Day to banks at which the Blocked Accounts as provided in Section 6.3(a)(ii) beloware maintained to remit the funds therein to Agent for application to the Obligations and to otherwise comply only with the instructions of Agent. If such Cash Dominion Event ceases to exist, except for (A) nominal amounts which Agent agrees to notify such banks that such banks are no longer required to be maintained in remit such Store Accounts under funds to the terms Agent Payment Account or Agent, and that such banks shall transfer such funds to the operations or disbursement accounts of the applicable Borrower upon the instructions of such Borrower’s arrangements with . Within sixty (60) days after the bank at which such Store Accounts are maintained or (B) with respect to funds deposited in Manual Sweeping Accountsdate hereof, which shall be sent to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts, and (2) as Agent may otherwise agree in its sole discretion). (ii) Each Borrower shall establish and maintain, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) into which each Borrower and Guarantor shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank shall be deemed acceptable to Agent. (iii) Borrowers and Guarantors shall deliverhave delivered, or cause caused to be delivered to Agent Agent, a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained for which Agent has not yet received a Deposit Account Control Agreement; provided, that, Borrowers and Guarantors shall not be required to deliver such Deposit Account Control Agreements with respect to (i) any deposit account that is specifically and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of any Borrower’s or Guarantor’s salaried employees, or their fiduciary trust accounts and (ii) an account maintained by Borrowers and a management company engaged by Borrowers for the purpose of paying the real property taxes of Borrowers and Guarantors so long as provided (A) Borrowers prefund the amount of taxes to be paid in Section 5.2 hereof. Without limiting any other rights or remedies of Agent or Lenders, subject such account not earlier than ten (10) Business Days prior to the terms date such taxes are required to be paid and (B) at all times other than the time when such account may be prefunded during such five (5) day period with the amount of taxes to be so paid, not more than $5,000 is maintained in such account. The Deposit Account Control Agreements shall provide that upon notice from Agent (which shall be given upon the Intercreditor Agreement, Agent may, at its option, existence or occurrence of a Cash Dominion Event and shall (at be revoked promptly after the direction expiration of Required Lenderssuch Cash Dominion Event), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available such bank will send funds received or deposited into the Blocked Accounts on a daily basis to the Agent Payment Account at any time and otherwise take instruction with respect to such Blocked Account only from Agent. Promptly upon Agent’s request, each Borrower and Guarantor shall execute and deliver such agreements or documents as Agent may in good faith require in connection therewith. Each Borrower and Guarantor agrees that an Event of Default is continuing and Agent shall send to Administrative Borrower a copy of any such written instruction sent after notice by Agent to the depository bank promptly thereafter. Subject to under the terms of the Intercreditor Deposit Account Control Agreement, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked AccountsAccounts or other funds received and collected by Agent, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, in respect of the Obligations and therefore shall constitute the property of Agent Agent, for itself and the ratable benefit of the Lenders and the Bank Product Providers, to the extent of the then outstanding Obligations. (b) For purposes of calculating the Term Loan Outstandingsamount of the Revolving Loans available to Borrowers, subject to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) such payments will be applied (conditional upon final collection) to the Revolving Loans and other Obligations in respect thereof on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time prior to credit the applicable loan account on such day12:00 p.m., and if not, then on the next Business Day. Subject to the Intercreditor Agreement, for For the purposes of calculating interest on the ObligationsRevolving Loans and other Obligations in respect thereof, for the sole and equal benefit of ▇▇▇▇▇ Fargo, such payments or other funds received will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(a) hereof on the same Business Day day of the receipt by Agent of immediately available funds by Agent in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time prior to time12:00 p.m., by 11:00 a.m. New York City time and if not, then on the next Business Day. (c) Subject to the terms of the Intercreditor Agreement, upon the occurrence Each Borrower and during the continuance of an Event of Default, Parent Obligor and its shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to shall, acting as trustee for Agent, receive, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly promptly, upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or if a Cash Dominion Event exists or has occurred and is continuing, at Agent’s option, remit the same or cause the same to be remitted, in kind, to Agentthe Agent Payment Account. In no event shall the same be commingled with any Borrower’s or GuarantorObligor’s own funds. Borrowers and Guarantors agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment deposit account is established or any other bank, financial institution bank or other Person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution bank or other Person. The obligations obligation of Borrowers and Guarantors to reimburse Agent for such amounts pursuant to this Section 6.3 6.3(c) shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. Borrower shall at all times maintain lockboxes (the "Lockboxes") and, immediately after the Closing Date, shall instruct all Account Debtors with respect to the Accounts, General Intangibles, Investment Property, and Negotiable Collateral of Borrower to remit all Collections in respect thereof to such Lockboxes; PROVIDED, HOWEVER, that (a) Each Account Debtors with respect to Credit Card Accounts shall remit Collections in respect thereof to the Credit Card Processor which shall then wire transfer the amount of such Collections to the Lockbox Account, and (b) Borrower may permit Account Debtors to remit DE MINIMIS Collections to Borrower, so long as the aggregate amount of such Collections shall not exceed $100,000 in any one year and Guarantor such Collections immediately upon receipt by Borrower shall establish be deposited into a Lockbox Account. Borrower, Foothill, and maintainthe Lockbox Bank shall enter into the Lockbox Agreements, which among other things shall provide for the opening of a Lockbox Account for the deposit of Collections at its expense, deposit account arrangements a Lockbox Bank. Borrower agrees that all Collections and merchant payment arrangements with other amounts received by Borrower from any Account Debtor or any other source immediately upon receipt shall be deposited into a Lockbox Account. No Lockbox Agreement or arrangement contemplated thereby shall be modified by Borrower without the banks set forth on Schedule 8.10 hereto prior written consent of Foothill. Upon the terms and subject to Section 5.2(d) hereof such other banks as such Borrower or Guarantor may hereafter select and which the conditions set forth in the Lockbox Agreements, all amounts received in each Lockbox Account shall be reasonably satisfactory to the Agent. The banks set forth on Schedule 8.10 hereto constitute all of the banks with which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of the Closing Date and identifies each of the Deposit Accounts at such banks that are used solely for receiving store receipts from a retail store location of a Borrower (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. (i) Each Borrower shall deposit all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer on wired each Business Day to the Blocked Accounts as provided in Section 6.3(a)(ii) below, except for (A) nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) with respect to funds deposited in Manual Sweeping Accounts, which shall be sent to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts, and (2) as Agent may otherwise agree in its sole discretion). (ii) Each Borrower shall establish and maintain, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent into an account (the “Blocked Accounts”"Foothill Account") into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank shall be deemed acceptable to Agentmaintained by Foothill at a depositary selected by Foothill. (iii) Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of Agent or Lenders, subject to the terms of the Intercreditor Agreement, Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that an Event of Default is continuing and Agent shall send to Administrative Borrower a copy of any such written instruction sent by Agent to the depository bank promptly thereafter. Subject to the terms of the Intercreditor Agreement, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the Term Loan Outstandings, subject to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the applicable loan account on such day, and if not, then on the next Business Day. Subject to the Intercreditor Agreement, for the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(a) hereof on the same Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next Business Day. (c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Parent and its shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to Agent, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other Person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Each Borrower and Guarantor shall establish and maintain, at its expense, deposit account arrangements and merchant payment arrangements with the banks set forth on Schedule 8.10 hereto and subject to Section 5.2(d) hereof such other banks as such If Borrower or Guarantor may hereafter select and which shall be reasonably satisfactory to the Agent. The banks set forth on Schedule 8.10 hereto constitute all of the banks with which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of the Closing Date and identifies each of the Deposit Accounts at such banks that are used solely for receiving store receipts from a retail store location of a Borrower (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. (i) Each Borrower shall deposit all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer on each Business Day to the Blocked Accounts as provided in Section 6.3(a)(ii) below, except for (A) nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) with respect to funds deposited in Manual Sweeping Accounts, which shall be sent to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts, and (2) as Agent may otherwise agree in its sole discretion). (ii) Each Borrower shall establish and maintain, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank shall be deemed acceptable to Agent. (iii) Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of Agent or Lenders, subject to the terms of the Intercreditor Agreement, Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that an Event of Default is continuing and Agent shall send to Administrative Borrower a copy of any such written instruction sent by Agent to the depository bank promptly thereafter. Subject to the terms of the Intercreditor Agreement, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the Term Loan Outstandings, subject to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the applicable loan account on such day, and if not, then on the next Business Day. Subject to the Intercreditor Agreement, for the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(a) hereof on the same Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next Business Day. (c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Parent and its shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to Agent, as the property of Agent, Affiliate receives any monies, checks, notes, drafts drafts, and other payments relating to or constituting proceeds of accounts or of any other Collateral, Borrower shall immediately (but in any event within three (3) Business Days) deposit such items in kind in the Collection Account, fully-endorsed. Borrower shall advise each Account Debtor that remits amounts payable on the accounts or any other payment Person that remits amounts to Borrower in respect of any of the Collateral by wire transfer or Automated Clearing House to make such remittances directly to the Collection Account. (b) Borrower shall establish a Lockbox and shall cause all moneys, checks, notes, drafts and other payments relating to and/or or constituting proceeds of Accounts accounts, or of any other Collateral, to be forwarded to a Lockbox for deposit in the Collection Account. In particular, Borrower will (i) advise each Account Debtor to address to the Lockbox specified by Lender all remittances with respect to amounts payable on all accounts of Borrower, and (ii) stamp all invoices relating to any such amounts with a legend satisfactory to Lender indicating that payment is to be made to Borrower via the specified Lockbox. (c) To the extent applicable, Borrower and Lender shall cause all balances in each Collection Account (if any) to be transmitted daily to the Collection Account by wire transfer or depository transfer check or Automated Clearing House transfer. (d) Any payments which are received by Borrower or any Affiliate (including any payment evidenced by a promissory note or other Collateral which come into their possession or under their control instrument) shall be held in trust for Lender and promptly upon receipt thereof, shall deposit or cause the same to be (i) deposited in the Blocked AccountsCollection Account, or remit (ii) delivered to Lender, as promptly as possible in the same or cause the same to be remittedexact form received, in kind, to Agent. In no event shall the same be commingled together with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for necessary endorsements. (e) Borrower shall pay all customary fees, costs and expenses in connection with opening and maintaining any amounts owed or paid to any bank or other financial institution at which a Blocked Collection Account or any other Deposit Account or investment account is established or any other bankLockbox, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other Person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreementas applicable.

Collection of Accounts. (a) Each Borrower and Guarantor Borrowers shall establish and maintain, at its their expense, deposit account arrangements blocked accounts or lockboxes and merchant payment arrangements related blocked accounts (in either case, "Blocked Accounts"), as Lender may specify, with the banks set forth on Schedule 8.10 hereto and subject to Section 5.2(d) hereof such other banks as such Borrower or Guarantor may hereafter select and which shall be are reasonably satisfactory acceptable to the Agent. The banks set forth on Schedule 8.10 hereto constitute all of the banks with Lender into which Borrowers shall promptly deposit and Guarantors have deposit direct their respective account arrangements debtors to directly remit all payments on Receivables and merchant payment arrangements as all payments constituting proceeds of Inventory or other Collateral in the Closing Date and identifies each of the Deposit Accounts at identical form in which such banks that payments are used solely for receiving store receipts from a retail store location of a Borrower (together with any made, whether by cash, check or other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. (i) manner. Each Borrower shall deposit all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower on each Business Day into the Store Account deposit accounts of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, identified to each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Accountlocation as set forth on Schedule 6.3. All such funds deposited into the Store Accounts separate deposit accounts shall be sent by wire transfer or other electronic funds transfer on each Business Day to the Blocked Accounts as provided in Section 6.3(a)(ii) below, except for (A) nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) with respect to funds deposited in Manual Sweeping Accounts, which shall be sent to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts, and (2) as Agent may otherwise agree in its sole discretion). (ii) Each Borrower shall establish and maintain, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, a daily basis and all other proceeds of Collateral. Any Eligible Depository Bank Collateral shall be deemed acceptable sent by wire transfer, to Agent. (iii) the Blocked Accounts. Each Borrower shall irrevocably authorize and direct in writing, in form and substance reasonably satisfactory to Lender, each of the banks into which proceeds from sales of Inventory from each retail store location of Borrower are at any time deposited as provided above to send all funds deposited in such account by wire transfer on a daily basis to the Blocked Accounts. Such authorization and direction shall not be rescinded, revoked or modified without the prior written consent of Lender. Borrowers and Guarantors shall deliver, or cause to be delivered to Agent Lender a Deposit Depository Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting hereof or at any other rights or remedies time and from time to time Lender may become the bank's customer with respect to any of Agent or Lenders, subject to the terms of the Intercreditor Agreement, Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time and promptly upon Lender's request, Borrowers shall execute and deliver such agreements and documents as Lender may reasonably require in connection therewith. Each Borrower and Guarantor agrees that an Event of Default is continuing and Agent shall send to Administrative Borrower a copy of any such written instruction sent by Agent to the depository bank promptly thereafter. Subject to the terms of the Intercreditor Agreement, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked AccountsAccounts or other funds received and collected by Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent Lender in respect of the such Borrower's Obligations and therefore shall constitute the property of Agent and Lenders Lender to the extent of the then outstanding ObligationsObligations of such Borrower. (b) For purposes of calculating the Term Loan Outstandingsamount of the Loans available to each Borrower, subject to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) such payments will be applied (conditional upon final collection) to the Obligations (as provided in Section 6.4 below) on the Business Day of receipt by Agent Lender of immediately available funds in the Agent Lender Payment Account provided such payments and notice thereof are received in accordance with Agent’s Lender's usual and customary practices as in effect from time to time and within sufficient time to credit the applicable such Borrower's loan account on such day, and if not, then on the next Business Day. Subject to the Intercreditor Agreement, for For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(aone (1) hereof on the same Business Day following the date of receipt by Agent of immediately available funds by Lender in the Agent Lender Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s Lender's usual and customary practices as in effect from time to timetime and within sufficient time to credit such Borrower's loan account on such day, by 11:00 a.m. New York City time and if not, then on the next Business Day. (c) Subject to the terms of the Intercreditor Agreement, upon the occurrence Each Borrower and during the continuance of an Event of Default, Parent Guarantor and its their respective shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to Agentshall, acting as trustee for Lender, receive, as the property of AgentLender, any monies, checks, credit card sales drafts, credit card sales or charge slips or receipts, all forms of store receipts, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to AgentLender. In no event shall the same be commingled with any Borrower’s 's or Guarantor’s 's own fundsfunds PROVIDED, THAT, if at any time the Excess Availability, shall be less than $500,000, Borrowers and Guarantor shall promptly upon Lender's request cause the portion thereof representing sales and/or use taxes payable in connection with such sales or otherwise to be deposited into a separate bank account or accounts established for such purpose. Borrowers agree to reimburse Agent Lender on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bank, financial institution bank or other Person person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s Lender's payments to or indemnification of such bank, financial institution bank or person. Borrowers agree to reimburse Lender on demand for any amounts owed or paid to any bank at which a Blocked Account or any other Persondeposit account is established or any other bank or person involved in the transfer of funds to or from the Blocked Accounts arising out of Lender's payments to or indemnification of such bank or person. The obligations of Borrowers to reimburse Agent Lender for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. Except for (ai) Each Borrower and Guarantor shall establish and maintain, at its expense, deposit account arrangements and merchant payment arrangements with Collections of the banks set forth Subsidiary Guarantors listed on Schedule 8.10 hereto and subject 2.7 that are deposited in the lockboxes or accounts corresponding to Section 5.2(d) hereof such other banks as such Borrower or Guarantor may hereafter select and which shall be reasonably satisfactory to the Agent. The banks set forth Subsidiary Guarantors listed on Schedule 8.10 hereto constitute all 2.7, which lockboxes and accounts shall not in the aggregate have funds on deposit in excess of the banks with which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of the Closing Date and identifies each of the Deposit Accounts at such banks that are used solely for receiving store receipts from a retail store location of a Borrower (together with any other Deposit Accounts $500,000 at any time established or used by any Borrower for receiving such store receipts from any retail store locationand (ii) ICF ▇▇▇▇▇▇ Netherlands B.V. and its Accounts, collectivelyGeneral Intangibles and Negotiable Collateral and the Collections arising therefrom, the “Store Accounts” Companies shall at all times maintain lockboxes (the "Lockboxes") and, promptly, and each individually, a “Store Account”) or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. (i) Each Borrower shall deposit all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every within three (3) Business Days; providedDays after the Closing Date, thatshall instruct all Account Debtors (or with respect to Accounts existing on the Closing Date, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or make other electronic funds transfer on each Business Day arrangements satisfactory to the Blocked Accounts as provided in Section 6.3(a)(ii) below, except for (A) nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (BAdministrative Agent) with respect to funds deposited in Manual Sweeping the Accounts, General Intangibles, and Negotiable Collateral of the Companies to remit all Collections in respect thereof to such Lockboxes, provided that ICF ▇▇▇▇▇▇ Netherlands B.V. transfers to such Lockboxes the proceeds of all of its Collections that are not used to pay customary expenses, consistent with past practices, in connection with the operation of its businesses outside of the United States. The Companies, Collateral Agent, and the Lockbox Banks shall enter into the Lockbox Agreements satisfactory to the Agents, which among other things shall provide for the opening of a Lockbox Account for the deposit of Collections at a Lockbox Bank. The Companies agree that all Collections and other amounts received by the Companies from any Account Debtor or any other source immediately upon receipt shall be sent deposited into a Lockbox Account. No Lockbox Agreement or arrangement contemplated thereby shall be modified by any Company without the prior written consent of the Agents. Upon the terms and subject to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited conditions set forth in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts, and (2) as Agent may otherwise agree in its sole discretion). (ii) Each Borrower shall establish and maintain, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of InventoryLockbox Agreements, all amounts payable to received in each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank Lockbox Account shall be deemed acceptable to wired each Business Day into an account (the "Collateral Agent's Account") maintained by Collateral Agent at a depositary selected by the Collateral Agent. (iii) Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of Agent or Lenders, subject to the terms of the Intercreditor Agreement, Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that an Event of Default is continuing and Agent shall send to Administrative Borrower a copy of any such written instruction sent by Agent to the depository bank promptly thereafter. Subject to the terms of the Intercreditor Agreement, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the Term Loan Outstandings, subject to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the applicable loan account on such day, and if not, then on the next Business Day. Subject to the Intercreditor Agreement, for the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(a) hereof on the same Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next Business Day. (c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Parent and its shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to Agent, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other Person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. Borrower shall at all times maintain lockboxes (the "Lockboxes") and, promptly after the Closing Date, (i) shall, and shall cause each of CCI and the respective Subsidiaries of Borrower and CCI to, instruct all Account Debtors with respect to the Accounts, General Intangibles, and Negotiable Collateral of Borrower or CCI, or any of their respective Subsidiaries, as the case may be, to remit all Collections in respect thereof to such Lockboxes, and (ii) shall, and shall cause each of CCI and the respective Subsidiaries of Borrower and CCI to, deposit all other Collections received by Borrower or CCI, or any of their respective Subsidiaries, from any source immediately upon receipt into the Lockboxes. Borrower, Agent, and the Lockbox Banks shall enter into the Lockbox Agreements, which among other things shall provide for the opening of a Lockbox Account for the deposit of Collections at a Lockbox Bank. Borrower agrees that all Collections and other amounts received by Borrower or CCI, or any of their respective Subsidiaries, from any Account Debtor or any other source immediately upon receipt shall be deposited into a Lockbox Account. No Lockbox Agreement or arrangement contemplated thereby shall be modified by Borrower or CCI, or any of their respective Subsidiaries, without the prior written consent of Agent. Upon the terms and subject to the conditions set forth in the Lockbox Agreements, all amounts received in each Lockbox Account (a) Each Borrower and Guarantor shall establish and maintainprior to the Initial Advance Effective Date, at its expenseas long as no Default or Event of Default has occurred which is continuing, deposit account arrangements and merchant payment arrangements with the banks set forth on Schedule 8.10 hereto and subject to Section 5.2(d) hereof such other banks as such Borrower or Guarantor may hereafter select and which shall be reasonably satisfactory to the Agent. The banks set forth on Schedule 8.10 hereto constitute all of the banks with which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of the Closing Date and identifies each of the Deposit Accounts at such banks that are used solely for receiving store receipts from a retail store location of a Borrower (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. (i) Each Borrower shall deposit all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer on wired each Business Day to the Blocked Accounts as provided in Section 6.3(a)(iiDesignated Account, (b) belowfrom and after the Initial Advance Effective Date, except for (A) nominal amounts or at any time during which are required to be maintained in such Store Accounts under the terms a Default or Event of such Borrower’s arrangements with the bank at Default has occurred which such Store Accounts are maintained or (B) with respect to funds deposited in Manual Sweeping Accountsis continuing, which shall be sent to wired each Business Day into an account (the Blocked Accounts "Agent Account") maintained by Agent at a depositary selected by Agent which is a financial institution that is a member of the Federal Reserve System and has combined capital and surplus and undivided profits (or any similar capital concept) of not less than twice every week ($500,000,000 and which amounts, together with all amounts held whose senior unsecured debt is rated at the retail store locations least "A-1" by Standard and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores Poor's Ratings Corporation or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts, and (2) as Agent may otherwise agree in its sole discretion)"P-1" by ▇▇▇▇▇'▇ Investors Service. (ii) Each Borrower shall establish and maintain, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank shall be deemed acceptable to Agent. (iii) Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of Agent or Lenders, subject to the terms of the Intercreditor Agreement, Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that an Event of Default is continuing and Agent shall send to Administrative Borrower a copy of any such written instruction sent by Agent to the depository bank promptly thereafter. Subject to the terms of the Intercreditor Agreement, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the Term Loan Outstandings, subject to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the applicable loan account on such day, and if not, then on the next Business Day. Subject to the Intercreditor Agreement, for the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(a) hereof on the same Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next Business Day. (c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Parent and its shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to Agent, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other Person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Each Borrower and Guarantor shall establish and maintain, at its expense, deposit account arrangements and merchant payment arrangements with the banks set forth on Schedule 8.10 hereto and subject to Section 5.2(d) hereof such other banks as such Borrower or Guarantor may hereafter select and which shall be reasonably satisfactory to the Agent. The banks set forth on Schedule 8.10 hereto constitute all of the banks with which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of the Closing Date and identifies each of the Deposit Accounts at such banks that are used solely for receiving store receipts from a retail store location of a Borrower (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. (i) Each Borrower shall deposit all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer on each Business Day to the Blocked Accounts as provided in Section 6.3(a)(ii) below, except for (A) nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) with respect to funds deposited in Manual Sweeping Accounts, which shall be sent to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to beshall, and Parent shall be, transferred on the next Business Day to the Blocked Accounts, and (2) as Agent may otherwise agree in its sole discretion). (ii) Each Borrower shall establish and maintain, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank shall be deemed acceptable to Agent. (iii) Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of Agent or Lenders, subject to the terms of the Intercreditor Agreement, Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that an Event of Default is continuing and Agent shall send to Administrative Borrower a copy of any such written instruction sent by Agent to the depository bank promptly thereafter. Subject to the terms of the Intercreditor AgreementConcepts to, at all times that Agent maintain lockboxes (the "Lockboxes") and, immediately after the Closing Date, shall have notified any depository bank instruct, and Parent shall cause Concepts to transfer funds from a Blocked instruct, all Account Debtors with respect to the Agent Payment AccountAccounts, General Intangibles, and Negotiable Collateral of Borrower and the "Accounts", "General Intangibles" and "Negotiable Collateral" of Concepts (as such quoted terms are defined in the Security Agreement executed by Concepts in favor of Foothill) to remit all payments made Collections in respect thereof to such Blocked AccountsLockboxes. Borrowers, whether in respect Foothill, and the Lockbox Banks shall enter into, and Parent shall cause Concepts to enter into, the Lockbox Agreements, which among other things shall provide for the opening of a Lockbox Account for the Receivables, as proceeds deposit of Inventory Collections at a Lockbox Bank. Borrowers agree that all Collections and other amounts received by Borrowers from any Account Debtor or any other source immediately upon receipt shall be deposited into a Lockbox Account. Parent shall cause all Collections and other amounts received by Concepts from any Account Debtor or other Collateral source to be similarly deposited, immediately upon receipt, into a Lockbox Account. No Lockbox Agreement or otherwise arrangement contemplated thereby shall be treated as payments to Agent in respect modified by Borrowers or Concepts without the prior written consent of Foothill. Upon the Obligations terms and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the Term Loan Outstandings, subject to the Intercreditor Agreementconditions set forth in the Lockbox Agreements, any payment made pursuant to Section 6.3(a)(iii) will all amounts received in each Lockbox Account shall be applied (conditional upon final collection) to the Obligations on the wired each Business Day of receipt into an account (the "Foothill Account") maintained by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the applicable loan account on such day, and if not, then on the next Business Day. Subject to the Intercreditor Agreement, for the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(a) hereof on the same Business Day of receipt Foothill at a depositary selected by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next Business DayFoothill. (c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Parent and its shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to Agent, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other Person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. Borrower shall at all times maintain lockboxes (the "Lockboxes") and, immediately after the Closing Date, shall instruct all Account Debtors with respect to the Accounts, General Intangibles, and Negotiable Collateral of Borrower to remit all Collections in respect thereof to such Lockboxes. Borrower, Foothill, and the Lockbox Banks shall enter into the Lockbox Agreements, which among other things shall provide for the opening of a Lockbox Account for the deposit of Collections at a Lockbox Bank. Borrower agrees that all Collections and other amounts received by Borrower from any Account Debtor or any other source immediately upon receipt shall be deposited into a Lockbox Account. No Lockbox Agreement or arrangement contemplated thereby shall be modified by Borrower without the prior written consent of Foothill. Upon the terms and subject to the conditions set forth in the Lockbox Agreements, all amounts received in each Lockbox Account shall be transferred by federal funds transfer or ACH transfer each Business Day into an account (the "Borrower Account") maintained by Borrower at a depository selected by Borrower and shall be available to Borrower at Borrower's instruction; provided, that if (a) Each Borrower and Guarantor shall establish and maintain, at its expense, deposit account arrangements and merchant payment arrangements with the banks set forth on Schedule 8.10 hereto and subject to Section 5.2(d) hereof such other banks as such Borrower or Guarantor may hereafter select and which shall be reasonably satisfactory to the Agent. The banks set forth on Schedule 8.10 hereto constitute all of the banks with which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of the Closing Date and identifies each of the Deposit Accounts at such banks that are used solely for receiving store receipts from a retail store location of a Borrower (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. (i) Each Borrower shall deposit all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer on each Business Day to the Blocked Accounts as provided in Section 6.3(a)(ii) below, except for (A) nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) with respect to funds deposited in Manual Sweeping Accounts, which shall be sent to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts, and (2) as Agent may otherwise agree in its sole discretion). (ii) Each Borrower shall establish and maintain, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank shall be deemed acceptable to Agent. (iii) Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of Agent or Lenders, subject to the terms of the Intercreditor Agreement, Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that an Event of Default has occurred and is continuing and Agent shall send to Administrative Borrower a copy of any such written instruction sent by Agent to the depository bank promptly thereafter. Subject to the terms of the Intercreditor Agreementcontinuing, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the Term Loan Outstandings, subject to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the applicable loan account on such day, and if not, then on the next Business Day. Subject to the Intercreditor Agreement, for the purposes of calculating interest on the Obligations, such payments Foothill reasonably deems itself insecure or other funds received will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(a) hereof on the same Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next Business Day. (c) Subject Excess Availability is less than $2,000,000, Foothill shall have the right, in its discretion, to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Parent and its shareholders, directors, employees, agents, direct each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit Lockbox Bank to Agent, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited wire all amounts received in the Blocked Accounts, or remit applicable Lockbox Account each Business Day into an account (the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution "Foothill Account") maintained by Foothill at which a Blocked Account or any other Deposit Account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other Person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreementdepository selected by Foothill.

Collection of Accounts. (a) Each Borrower Borrowers and Guarantor Guarantors shall establish and maintain, at its their expense, deposit account arrangements lockboxes and merchant payment arrangements with the banks set forth on Schedule 8.10 hereto and subject to Section 5.2(d) hereof such other banks as such Borrower or Guarantor may hereafter select and which shall be reasonably satisfactory to the Agent. The banks set forth on Schedule 8.10 hereto constitute all of the banks with which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of the Closing Date and identifies each of the Deposit Accounts at such banks that are used solely for receiving store receipts from a retail store location of a Borrower related blocked accounts (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store locationin either case, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. (i) Each Borrower shall deposit all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer on each Business Day to the Blocked Accounts as provided in Section 6.3(a)(ii) below, except for (A) nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) with respect to funds deposited in Manual Sweeping Accounts, which shall be sent to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the "Blocked Accounts"), and (2) as Agent may otherwise agree in its sole discretion). (ii) Each Borrower shall establish and maintain, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) into which each Borrower Borrowers and Guarantors shall promptly either cause deposit and direct their respective account debtors and other obligors to directly remit all amounts payments on deposit Receivables and all payments constituting proceeds of Inventory or other Collateral in the Store Accounts of identical form in which such Borrower to be sent as provided in Section 6.3(a)(i) above payments are made, whether by cash, check or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateralmanner. Any Eligible Depository Bank shall be deemed acceptable to Agent. (iii) Borrowers and Guarantors shall deliver, or cause to be delivered delivered, to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any The Subsidiary Collection Accounts shall be the Blocked Accounts to which Guarantors shall deposit and direct their respective account debtors and other rights or remedies obligors to directly remit such payments as provided above. The amounts received in the lockboxes of Agent or Lenders, subject each Guarantor shall be deposited in the Subsidiary Collection Accounts of such Guarantor and then as available transferred to the terms Concentration Account each Business Day. The Concentration Account shall be the Blocked Account to which US Borrower shall deposit and direct its account debtors and other obligors to directly remit such payments as provided above. The amounts received in the lockbox of a Canadian Borrower shall be deposited in a Blocked Account held in the Intercreditor Agreement, Agent may, at its option, and shall name of such Canadian Borrower. (at the direction of Required Lenders), instruct b) The Deposit Account Control Agreements with the depository banks at which the Blocked Accounts constituting the Subsidiary Collection Accounts are maintained shall provide that the items received for deposit therein, or the available funds from time to time on deposit therein will be transferred, each Business Day (or as to any such Subsidiary Collection Account until the balance of available funds therein is more than $25,000 then once each week) only to the Concentration Account. The Deposit Account Control Agreement of US Borrower with respect to the Concentration Account and all other Deposit Account Control Agreements with any US Company shall provide that the items received for deposit therein, or the available funds from time to time on deposit therein, will be transferred, upon written notice from Agent, only to the Agent Payment Account. The Deposit Account Control Agreements with the depository banks at which the Blocked Accounts of the Canadian Borrowers are maintained shall provide that the items received for deposit therein, or the available funds from time to time on deposit therein, will be transferred, upon written notice from Agent, to the Canadian Lender Payment Account. Until such time as Agent shall notify the depository bank at which the Concentration Account is maintained otherwise, such depository bank shall transfer the funds on deposit in the Blocked Accounts to such operating bank account of the applicable Borrower or Guarantor as US Borrower shall specify in writing to Agent. Agent will only instruct the depository bank at which the Concentration Account is maintained (or any of the other Deposit Account Control Agreements with a US Company other than those with respect to the Subsidiary Collection Accounts) to transfer all available funds received or deposited into the such Blocked Accounts to the Agent Payment Account (in the case of US Borrower and Guarantors) or to the Canadian Lender Payment Account (in the case of the Canadian Borrowers) at any time that either: (i) an Event of Default is continuing shall exist or have occurred and Agent shall send to Administrative Borrower a copy of any such written instruction sent by Agent to be continuing, or (ii) the depository bank promptly thereafter. Subject to the terms aggregate amount of the Intercreditor Agreement, Excess Availability of Borrowers shall be less than $25,000,000. In the event that at all times that any time after Agent shall have notified any has instructed such depository bank banks to transfer such funds from a Blocked Account to the Agent Payment AccountAccount or the Canadian Lender Payment Account (as the case may be), each of the conditions set forth in clauses (i) and (ii) above do not exist or have not occurred and are not continuing for a period of not less than thirty (30) consecutive days, upon US Borrower's written request, Agent shall instruct such depository banks to transfer the funds on deposit in such accounts to such operating bank account of the applicable Borrower or Guarantor as US Borrower may specify in writing to Agent until such time as Agent is entitled to notify and shall notify the depository bank otherwise as provided above. Each Borrower and Guarantor agrees that, on and after the time that Agent has instructed the depository banks to transfer such funds to the Agent Payment Account or the Canadian Lender Payment Account (as the case may be) and for so long as such instructions are in effect, all payments made to such Blocked AccountsAccounts or other funds received and collected by Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (bc) For purposes of calculating the Term Loan Outstandingsamount of the Loans available to each Borrower, subject to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account (in the case of the US Companies) or the Canadian Lender Payment Account (in the case of the Canadian Borrowers) provided such payments and notice thereof are received in accordance with Agent’s 's usual and customary practices as in effect from time to time and within sufficient time to credit the applicable such Borrower's loan account on such day, and if not, then on the next Business Day. Subject to the Intercreditor Agreement, for the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(a) hereof on the same Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next Business Day. (cd) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Parent and its shareholders, directors, employees, agents, each Each Borrower and Guarantor and their respective employeesshall deposit or cause to be deposited in the Blocked Accounts, agents and Subsidiaries or other Affiliates shall receive and promptly remit or cause to Agentbe remitted, as the property of Agentin kind, to Agent any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s 's or Guarantor’s 's own fundsfunds until such time as such funds may be transferred to an operating account of a Borrower or Guarantor prior to the exercise by Agent of its right under Section 6.3(b) to have funds remitted to the Agent Payment Account or Canadian Lender Payment Account, as the case may be. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment deposit account is established or any other bank, financial institution bank or other Person person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s 's payments to or indemnification of such bank, financial institution bank or other Personperson. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. Until payment in full in cash of all Advances and all other Obligations relating to the Revolving Line (aother than inchoate indemnity obligations) Each and Bank’s obligations to make Advances and any other Credit Extensions relating to the Revolving Line have terminated (provided that Borrower’s obligation under this sentence shall not end at a time when any Event of Default exists), Borrower shall be a party to a lockbox agreement in such form as Bank may specify in its good faith business judgment (the “Lockbox Agreement”) with Bank and a lockbox provider (the “Lockbox Provider”). The Lockbox Agreement and Lockbox Provider shall be acceptable to Bank. Borrower shall use the lockbox address as the payment address on all invoices issued by Borrower and Guarantor shall establish and maintain, at direct all its expense, deposit account arrangements and merchant payment arrangements with the banks set forth on Schedule 8.10 hereto and subject Account Debtors to Section 5.2(d) hereof such other banks as such Borrower or Guarantor may hereafter select and which shall be reasonably satisfactory remit their payments to the Agentlockbox address. The banks set forth on Schedule 8.10 hereto constitute Lockbox Agreement shall provide that the Lockbox Provider shall remit all of collections received in the banks with which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of the Closing Date and identifies each of the Deposit Accounts at such banks that are used solely for receiving store receipts from a retail store location of a Borrower (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use lockbox to Bank. Upon Bank’s receipt of such Deposit Account by such Borrower or Guarantor.collections, Bank shall apply the same as follows: (i) Each Borrower If a Streamline Period is in effect, Bank shall deposit all such proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account operating account of such Borrower used solely for such purpose in accordance with the current and prior practices of such at Bank that is designated by Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer on each Business Day to the Blocked Accounts as provided in Section 6.3(a)(ii) below, except for (A) nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) with respect to funds deposited in Manual Sweeping Accounts, which shall be sent to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts, and (2) as Agent may otherwise agree in its sole discretion).and (ii) Each Borrower If a Streamline Period is not in effect, Bank shall establish and maintain, at its expense, Deposit Accounts with apply such banks as are reasonably acceptable proceeds to Agent (the “Blocked Accounts”) into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processorsoutstanding Advances, and if all other proceeds of Collateral. Any Eligible Depository outstanding Advances have been paid in full, Bank shall be deemed acceptable to Agent.deposit the remainder into the operating account of Borrower at Bank that is designated by Borrower; and (iii) Borrowers If a Default or Event of Default has occurred and Guarantors shall deliveris continuing, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without without limiting any Bank’s other rights or remedies of Agent or Lendersand remedies, subject Bank shall have the right to apply such proceeds pursuant to the terms of Section 9.4 hereof. It is understood and agreed by Borrower that this Section does not impose any affirmative duty on Bank to do any act other than to turn over such amounts. Without limitation on the Intercreditor Agreementforegoing, Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received whether or deposited into the Blocked Accounts to the Agent Payment Account at any time that not an Event of Default has occurred and is continuing continuing, Borrower shall hold all payments on, and Agent proceeds of, Accounts that Borrower receives, in trust for Bank, and Borrower shall send immediately deliver all such payments and proceeds to Administrative Borrower a copy of any such written instruction sent by Agent Bank in their original form, duly endorsed, to be applied to the depository bank promptly thereafter. Subject Obligations pursuant to the terms of the Intercreditor Agreement, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations Sections 2.5(b) and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations9.4 hereof. (b) For purposes of calculating the Term Loan Outstandings, subject to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the applicable loan account on such day, and if not, then on the next Business Day. Subject to the Intercreditor Agreement, for the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(a) hereof on the same Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next Business Day. (c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Parent and its shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to Agent, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other Person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Each Borrower and Guarantor shall establish and maintain, at its expense, deposit account arrangements and merchant payment arrangements with the banks set forth on Schedule 8.10 6.3 hereto and after prior written notice to Agent, subject to Section 5.2(d) hereof 8.10, such other banks as such Borrower or Guarantor may hereafter select and which shall be reasonably satisfactory as are acceptable to the Agent. The banks set forth on Schedule 8.10 hereto 6.3 constitute all of the banks with which whom Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of the Closing Date date hereof and identifies each of the Deposit Accounts deposit accounts at such banks that are used solely for receiving store receipts from to a retail store Retail Store location of a Borrower (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store location, collectively, the “Retail Store Accounts” and each individually, a “Store Account”) Subsidiary or otherwise describes the nature of the use of such Deposit Account deposit account by such Borrower or GuarantorBorrower. (i) Each Borrower shall establish and maintain, at its expense, deposit accounts with such banks as are acceptable to Agent (the "Blocked Accounts") into which each Borrower shall promptly deposit, and Parent shall cause each of the other Obligors to deposit in such Blocked Accounts and direct, their respective account debtors, Credit Card Issuers (other than Originator) and Credit Card Processors to directly remit to such Blocked Accounts payments on its Accounts, Credit Card Receivables and all other payments constituting proceeds of Inventory, other Collateral or other property which is security for the Obligations in the identical form in which such payments are made, whether by cash, check or other manner. The banks at which the Blocked Accounts are established shall enter into a Deposit Account Control Agreement providing that all items received or deposited in the Blocked Accounts are the property of Agent, that the depository bank has no Lien upon, or right of setoff against, the Blocked Accounts, the items received for deposit therein, or the funds from time to time on deposit therein, that the depository bank holds and will hold the funds therein for the benefit of Agent and Lenders and will comply with instructions originated by Agent without any Borrower's consent and that the depository bank will wire, or otherwise transfer, in immediately available funds, on a daily basis, all funds received or deposited into the Blocked Accounts to such bank account of Agent, as Agent may from time to time designate for such purpose ("Payment Account"). Subject to the terms and conditions contained herein, Agent shall instruct the depository banks at which the Blocked Accounts are maintained to transfer the funds on deposit in the Blocked Accounts to such operating bank account of each Borrower as such Borrower (or Borrowers' Agent on behalf of such Borrower) may specify in writing to Agent until such time as Agent shall notify the depository bank otherwise. Agent will only instruct the depository banks at which the Blocked Accounts are maintained to transfer all funds received or deposited into the Blocked Accounts to the Payment Account at any time upon and after the occurrence of a Cash Dominion Event. Each Borrower agrees that all payments made to such Blocked Accounts or other funds received and collected by Agent, shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent to the extent of the then outstanding Obligations. (ii) Notwithstanding anything to the contrary set forth in Section 6.3(a)(i), Borrowers may direct each of the Retail Store Subsidiaries to first deposit all collections from customers of their retail stores, all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower a depository account maintained by them with a local bank, used solely for such purpose in accordance and identified to each Retail Store as set forth on Schedule 6.3 (together with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in other deposit accounts at any time established or used by any Retail Store Subsidiary for receiving such store funds of up to $10,000 immediately after receipts from any Retail Store, collectively, the "Store Bank Accounts" and each deposit of funds from such store into the applicable individually, a "Store Bank Account. All ") provided that (i) all such funds deposited into the Store Bank Accounts shall be sent by wire transfer or other electronic funds by transfer on each Business Day to using the Blocked Accounts as provided in Section 6.3(a)(ii) belowautomated clearinghouse network no less frequently than twice a week or more frequently upon Agent's request, except for (A) nominal amounts which are required to be maintained (A) in such Store Bank Accounts under the terms of such Borrower’s Retail Store Subsidiary's arrangements with the bank at which such Store Bank Accounts are maintained as in effect on the date hereof or (B) with respect for such Retail Store Subsidiary's operations, including, without limitation, amounts to funds deposited in Manual Sweeping Accountscover returned or dishonored checks or returned goods, which shall be sent to the Blocked Accounts not less than twice every week (and which amounts, together with all nominal amounts held shall not exceed $5,000 as to any individual Retail Store at any time to one of the retail store locations and not yet deposited in the Store Concentration Accounts and amounts in Store Accounts, (ii) on each Business Day CS Delaware shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores remit or the Store Accounts on Saturday, Sunday or other days where cause the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day remit all collected funds in such Concentration Accounts to the Blocked Accounts, and (2) as Agent may otherwise agree in its sole discretion). (ii) Each Borrower shall establish and maintain, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts except for Excluded Collections. None of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank shall be deemed acceptable to Agent. (iii) Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting nor any other rights or remedies of Agent or Lenders, subject to the terms of the Intercreditor Agreement, Agent may, at its option, and Obligors shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received open or deposited into the Blocked Accounts to the Agent Payment Account use any concentration or cash management accounts at any time that bank or other financial institution, other than the Concentration Accounts and Store Bank Accounts, without the prior written consent of Agent. No later than five (5) days after the occurrence of an Event of Default is continuing Default, each Borrower or Obligor which maintains a Concentration Account shall, upon Agent's request, obtain a Deposit Control Agreement, in form and Agent shall send substance to Administrative Borrower a copy of any such written instruction sent by Agent to the Agent, from each depository bank promptly thereafter. Subject to the terms of the Intercreditor Agreement, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made with respect to such Blocked Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding ObligationsConcentration Account. (b) For purposes of calculating the Term Loan Outstandingsamount of the Revolving Loans available to Borrowers, subject to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s 's usual and customary practices as in effect from time to time and within sufficient time to credit the applicable such Borrower's loan account on such day, and if not, then on the next Business Day. Subject ; provided, that, upon the occurrence of a Cash Dominion Event (other than a Cash Dominion Event arising from the occurrence of an Event of Default), for purposes of calculating the amount of the Loans available to Borrowers such payments will be applied (conditional upon final collection) to the Intercreditor AgreementObligations on the Business Day of receipt by Agent in the Payment Account, if such payments are received in the Payment Account by 3:00 p.m. New York City time and Agent has received notice thereof from Borrower's Agent and the bank at which such Payment Account is maintained to credit Borrowers' loan account on such day, and if not, then on the next Business Day; provided, however, that in the event Agent shall receive from Borrower's Agent notice of payments in transit to Agent on the date of such notice ("In-Transit Notice") and Agent shall have determined to its reasonable satisfaction that such payments (collectively, "In-Transit Payments") shall be received by Agent as of the date of such In-Transit Notice, then such In-Transit Payments shall be applied by Agent on such date to the Obligations, solely for purposes of calculating the amount of Loans available to Borrowers (conditional upon final collection), in the amount of the In-Transit Payments set forth in such In-Transit Notice up to the lesser of (A) eighty-five (85%) percent of the amount of such In-Transit Payments set forth in such In-Transit Notice and (B) $5,000,000. For purposes of calculating interest on the Obligations, such payments or other funds received and collected by Agent on account of the Obligations will be applied (conditional upon final collection) to the Obligations one (1) Business Day following the date of receipt of immediately available funds by Agent in the Payment Account. In addition, with respect to all proceeds of Accounts, Credit Card Receivables and Inventory deposited in the Blocked Accounts or otherwise received by Borrowers, which are not remitted to the Payment Account (which shall only be in accordance with Section 6.4(a6.3(a)(ii) hereof hereof), Borrowers shall pay to Agent, for its own account, a collection fee on the same Business Day first day of each month equal to the amount of the Interest Rate on Prime Rate Loans with respect to such proceeds (a) from the earlier of the date of receipt of such proceeds by Agent Borrowers or the date of immediately available funds deposit of such proceeds in the Agent Payment Account provided such payments or other funds Blocked Accounts and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on (b) until the next Business Day. (c) Subject to the terms Each Borrower and Obligor and all of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Parent and its shareholders, their directors, employees, agents, each Borrower Subsidiaries (other than Financing Subsidiaries) and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to shall, acting as trustee for Agent, receive, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts Receivables or other Collateral which come into their possession or under their control and promptly immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accountsaccounts of Borrowers in accordance with the provisions of this Section 6.3, or remit the same or cause the same to be remitted, in kind, to Agent; provided, that, if at any time the Excess Availability shall be less than $10,000,000, Borrowers shall and Parent shall cause each Obligor to promptly upon Agent's request cause the portion thereof representing sales and/or use taxes payable in connection with such sales or otherwise to be deposited into a separate bank account or accounts established for such purpose. In no event shall the same be commingled with any a Borrower’s 's or Guarantor’s Obligor's own funds. Borrowers agree Each Borrower agrees to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bank, financial institution bank or other Person person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s the payments by Agent to or indemnification of such bank, financial institution bank or other Personperson in connection with such Blocked Account or any amounts received therein or transferred therefrom. The obligations obligation of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. Each Revolving Borrower shall have the right to collect all payments in respect of its Accounts other than during the existence of an Event of Default (a) Each Borrower and Guarantor shall establish and maintainduring which time the Administrative Agent may, at in its expensesole discretion, deposit account arrangements and merchant payment arrangements with the banks set forth on Schedule 8.10 hereto and subject to Section 5.2(d) hereof collect any such other banks as such Borrower or Guarantor may hereafter select and which shall be reasonably satisfactory to the Agent. The banks set forth on Schedule 8.10 hereto constitute all Accounts of the banks with which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of the Closing Date and identifies each of the Deposit Accounts at such banks any Borrower); provided that are used solely for receiving store receipts from a retail store location of a Borrower (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. (i) Each Borrower UCTSS shall collect all payments in respect of any Accounts of UCTSS through, and shall otherwise deposit all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Accounts in, the UCTSS Designated Deposit Account, (ii) the Acquired Business shall collect all payments in respect of any Accounts of the Acquired Business through, and shall otherwise deposit all proceeds of such Accounts in, the Acquired Business Designated Deposit Account, and (iii) the Singapore Borrower shall collect all payments in respect of any Accounts of the Singapore Borrower through, and shall otherwise deposit all proceeds of such Accounts in, the Singapore Designated Deposit Account. With respect to any cash collections deposited by UCTSS into the UCTSS Designated Deposit Account, by the Acquired Business into the Acquired Business Designated Deposit Account, or by the Singapore Borrower into the Store Account of such Borrower used solely for such purpose Singapore Designated Deposit Account, as applicable, in accordance with this subsection (c): (A) if no Liquidity Event, Default or Event of Default then exists, (1) any such cash collections deposited into the current UCTSS Designated Deposit Account may be accessed by UCTSS and prior practices otherwise swept nightly to another Controlled Account of UCTSS, (2) any such Borrowercash collections deposited into the Acquired Business Designated Deposit Account may be accessed by the Acquired Business and otherwise swept nightly to another Controlled Account of the Acquired Business, but in any event no less frequently than once every three and (3) Business Days; provided, that, each retail store of a Borrower may retain in any such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds cash collections deposited into the Store Accounts shall Singapore Designated Deposit Account may be sent accessed by wire transfer or other electronic funds transfer on each Business Day the Singapore Borrower and otherwise swept nightly to another Controlled Account of the Blocked Accounts as provided in Section 6.3(a)(ii) below, except for (A) nominal amounts which are required to be maintained in such Store Accounts under the terms of such Singapore Borrower’s arrangements with the bank at which such Store Accounts are maintained or ; (B) with respect to funds deposited in Manual Sweeping Accountsif a Liquidity Event then exists but no Default or Event of Default then exists, which shall be sent to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) any such cash collections deposited into the UCTSS Designated Deposit Account and the Acquired business Designated Deposit Account shall be applied by the Administrative Agent to the extent from time to time additional amounts may be held in Obligations of the retail stores Revolving Borrowers then outstanding under the Revolving Facility within two Business Days after such collections are deposited into the UCTSS Designated Deposit Account or the Store Accounts on SaturdayAcquired Business Designated Deposit Account, Sunday or other days where as applicable, in accordance with this subsection (c), provided that any such cash collections so applied against the applicable depository bank is closed, which additional amounts are Revolving Borrowers’ Obligations under the Revolving Facility shall be applied by the Administrative Agent first to be, any ABR Loans of the Revolving Borrowers then outstanding and shall be, transferred on then to any Eurodollar Loans of the next Business Day to the Blocked AccountsRevolving Borrowers then outstanding, and (2) as any such cash collections deposited into the Singapore Designated Deposit Account shall be applied by the Administrative Agent may otherwise agree to the Obligations of the Singapore Borrower then outstanding under the Revolving Facility within two Business Days after such collections are deposited into the Singapore Designated Deposit Account in its sole discretionaccordance with this subsection (c)., provided that any such cash collections so applied against the Singapore Borrower’s Obligations under the Revolving Facility shall be applied by the Administrative Agent first to any ABR Loans of the Singapore Borrower then outstanding and then to any Eurodollar Loans of the Singapore Borrower then outstanding; and (iiC) Each Borrower if a Default or an Event of Default then exists, any such cash collections deposited into any of the UCTSS Designated Deposit Account, the Acquired Business Designated Deposit Account and the Singapore Designated Deposit Account shall establish and maintain, at its expense, Deposit Accounts with such banks be applied as are reasonably acceptable to Agent otherwise provided in this Agreement (the “Blocked Accounts”) into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent including as provided in Section 6.3(a)(i8.3). To the extent that (I) above any amount of any such payments or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank shall be deemed acceptable to Agent. (iii) Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a collections remains in the UCTSS Designated Deposit Account Control Agreement duly authorized, executed and delivered or the Acquired Business Designated Deposit Account after the application by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of the Administrative Agent or Lenders, subject thereof to the terms payment in full or Cash Collateralization of the Intercreditor AgreementObligations of the Revolving Borrowers then outstanding under the Revolving Facility, Agent may(II) no Liquidity Event then exists, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received III) no Default or deposited into the Blocked Accounts to the Agent Payment Account at any time that an Event of Default then exists, and (IV) such remaining amount is continuing and not otherwise required to be applied to the other Obligations of any other Borrower pursuant to any other Section of this Agreement, then such remaining amount shall be returned by the Administrative Agent shall send to Administrative Borrower a copy the Revolving Borrowers. To the extent that (A) any amount of any such written instruction sent payments or collections remains in the Singapore Designated Deposit Account after the application by the Administrative Agent thereof to the payment in full or Cash Collateralization of the Obligations of the Singapore Borrower then outstanding under the Revolving Facility, (B) no Liquidity Event then exists, (C) no Default or Event of Default then exists, and (D) such remaining amount is not otherwise required to be applied to the other Obligations of any other Borrower pursuant to any other Section of this Agreement, then such remaining amount shall be returned by the Administrative Agent to the depository bank promptly thereafter. Subject to the terms of the Intercreditor Agreement, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding ObligationsSingapore Borrower. (b) For purposes of calculating the Term Loan Outstandings, subject to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the applicable loan account on such day, and if not, then on the next Business Day. Subject to the Intercreditor Agreement, for the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(a) hereof on the same Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next Business Day. (c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Parent and its shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to Agent, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other Person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Each Borrower Multigraphics shall at all times maintain lockboxes (the "Lockboxes") and, immediately after the Closing Date, shall instruct all Account Debtors with respect to the Accounts, General Intangibles, and Guarantor Negotiable Collateral of Multigraphics to remit all Collections in respect thereof to such Lockboxes. Multigraphics, Foothill, and the Lockbox Banks shall establish enter into the Lockbox Agreements, which among other things shall provide for the opening of a Lockbox Account for the deposit of Collections at a Lockbox Bank. Multigraphics agrees that all Collections and maintain, at its expense, deposit account arrangements and merchant payment arrangements with other amounts received by Multigraphics from any Account Debtor or any other source immediately upon receipt shall be deposited into a Lockbox Account. No Lockbox Agreement or arrangement contemplated thereby shall be modified by Multigraphics without the banks set forth on Schedule 8.10 hereto prior written consent of Foothill. Upon the terms and subject to Section 5.2(d) hereof such other banks as such Borrower or Guarantor may hereafter select and which the conditions set forth in the Lockbox Agreements, all amounts received in each Lockbox Account shall be reasonably satisfactory to the Agent. The banks set forth on Schedule 8.10 hereto constitute all of the banks with which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of the Closing Date and identifies each of the Deposit Accounts at such banks that are used solely for receiving store receipts from a retail store location of a Borrower (together with any other Deposit Accounts at any time established or used transferred by any Borrower for receiving such store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. (i) Each Borrower shall deposit all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store federal funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds ACH transfer on each Business Day to the Blocked Accounts as provided in Section 6.3(a)(ii) below, except for (A) nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) with respect to funds deposited in Manual Sweeping Accounts, which shall be sent to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts, and (2) as Agent may otherwise agree in its sole discretion). (ii) Each Borrower shall establish and maintain, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent into an account (the “Blocked Accounts”"Foothill Account") into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank shall be deemed acceptable to Agent. (iii) Borrowers and Guarantors shall deliver, or cause to be delivered to Agent maintained by Foothill at a Deposit Account Control Agreement duly authorized, executed and delivered depository selected by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of Agent or Lenders, subject to the terms of the Intercreditor Agreement, Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that an Event of Default is continuing and Agent shall send to Administrative Borrower a copy of any such written instruction sent by Agent to the depository bank promptly thereafter. Subject to the terms of the Intercreditor Agreement, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding ObligationsFoothill. (b) For purposes PSI shall at all times maintain depository accounts (the "Depository Accounts") and, immediately after the Closing Date, shall deposit all Collections in respect of calculating the Term Loan OutstandingsAccounts, subject General Intangibles and Negotiable Collateral of PSI to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) will be applied (conditional upon final collection) to the Obligations such Depository Accounts by 2:00 p.m. Eastern Standard Time on the Business Day immediately following the day such collections are received by PSI. PSI, Foothill, and the Depository Banks shall enter into the Depository Agreements, which among other things shall provide for the opening of receipt a Depository Account for the deposit of Collections at a Depository Bank. No Depository Agreement or arrangement contemplated thereby shall be modified by Agent PSI without the prior written consent of immediately available funds Foothill. Upon the terms and subject to the conditions set forth in the Agent Payment Account provided such payments and notice thereof are Depository Agreements, all amounts received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the applicable loan account on such day, and if not, then on the next Business Day. Subject to the Intercreditor Agreement, for the purposes of calculating interest on the Obligations, such payments each Depository Account shall be transferred by federal funds transfer or other funds received will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(a) hereof on the same ACH transfer each Business Day of receipt into an account (the "PSI Account") maintained by Agent of immediately PSI at a depository selected by PSI and shall be available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to timePSI at PSI's instruction; provided, by 11:00 a.m. New York City time and that if not, then on the next Business Day. (ca) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of DefaultDefault has occurred and is continuing or (b) Foothill reasonably deems itself insecure, Parent and Foothill shall have the right, in its shareholdersdiscretion, directors, employees, agents, to direct each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit Depository Bank to Agent, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited wire all amounts received in the Blocked Accounts, or remit applicable Depository Account each Business Day into the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other Person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this AgreementFoothill Account.

Collection of Accounts. (a) Each Borrower shall at all times maintain lockboxes (the "Lockboxes") and, immediately after the Closing Date, shall instruct all Account Debtors with respect to the Accounts, General Intangibles, and Guarantor Negotiable Collateral of Borrower to remit all Domestic Collections and all Foreign Collections payable in Dollars in respect thereof to such Lockboxes or to a Lockbox Account. Borrower, Foothill, and the Lockbox Banks shall establish enter into the Lockbox Agreements, which among other things shall provide for the opening of a Lockbox Account for the deposit of Domestic Collections at a Lockbox Bank. Borrower agrees that all Domestic Collections and maintain, at its expense, deposit account arrangements and merchant payment arrangements with other amounts received by Borrower from any Account Debtor or any other source immediately upon receipt shall be deposited into a Lockbox Account. No Lockbox Agreement or arrangement contemplated thereby shall be modified by Borrower without the banks set forth on Schedule 8.10 hereto prior written consent of Foothill. Upon the terms and subject to Section 5.2(d) hereof such other banks as such Borrower or Guarantor may hereafter select and which the conditions set forth in the Lockbox Agreements, all amounts received in each Lockbox Account shall be reasonably satisfactory to the Agent. The banks set forth on Schedule 8.10 hereto constitute all of the banks with which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of the Closing Date and identifies each of the Deposit Accounts at such banks that are used solely for receiving store receipts from a retail store location of a Borrower (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. (i) Each Borrower shall deposit all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer on wired each Business Day to the Blocked Accounts as provided in Section 6.3(a)(ii) below, except for (A) nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) with respect to funds deposited in Manual Sweeping Accounts, which shall be sent to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts, and (2) as Agent may otherwise agree in its sole discretion). (ii) Each Borrower shall establish and maintain, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent into an account (the “Blocked Accounts”"Foothill Account") into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank shall be deemed acceptable to Agent. (iii) Borrowers and Guarantors shall deliver, or cause to be delivered to Agent maintained by Foothill at a Deposit Account Control Agreement duly authorized, executed and delivered depositary selected by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of Agent or Lenders, subject to the terms of the Intercreditor Agreement, Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that an Event of Default is continuing and Agent shall send to Administrative Borrower a copy of any such written instruction sent by Agent to the depository bank promptly thereafter. Subject to the terms of the Intercreditor Agreement, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding ObligationsFoothill. (b) For purposes Borrower may maintain one or more Borrower Foreign Currency Accounts with the Foreign Currency Account Banks. Borrower and each of calculating the Term Loan Outstandingsits Subsidiaries at all times promptly shall deposit all Foreign Collections and other amounts payable in any currency other than Dollars and received by Borrower or any of its Subsidiaries from any source, subject to the Intercreditor Agreementextent such Foreign Collections and other amounts are not deposited in a Lockbox Account, any payment made pursuant to Section 6.3(a)(iii) will be applied (conditional immediately upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit into the applicable loan account on such day, and if not, then on the next Business Day. Subject to the Intercreditor Agreement, for the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(a) hereof on the same Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next Business Day. (c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Parent and its shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to Agent, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other Person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.Foreign

Collection of Accounts. Borrower shall at all times maintain lockboxes (athe "Lockboxes") Each Borrower and Guarantor shall establish and maintainand, at its expense, deposit account arrangements and merchant payment arrangements with the banks set forth on Schedule 8.10 hereto and subject to Section 5.2(d) hereof such other banks as such Borrower or Guarantor may hereafter select and which shall be reasonably satisfactory to the Agent. The banks set forth on Schedule 8.10 hereto constitute all of the banks with which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of immediately after the Closing Date and identifies each of the Deposit Accounts at such banks that are used solely for receiving store receipts from a retail store location of a Borrower (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store locationDate, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such Deposit shall instruct all Account by such Borrower or Guarantor. (i) Each Borrower shall deposit all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer on each Business Day to the Blocked Accounts as provided in Section 6.3(a)(ii) below, except for (A) nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) Debtors with respect to funds deposited in Manual Sweeping the Accounts, which shall be sent to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts, and (2) as Agent may otherwise agree in its sole discretion). (ii) Each Borrower shall establish and maintain, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank shall be deemed acceptable to Agent. (iii) Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of Agent or Lenders, subject to the terms of the Intercreditor Agreement, Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that an Event of Default is continuing and Agent shall send to Administrative Borrower a copy of any such written instruction sent by Agent to the depository bank promptly thereafter. Subject to the terms of the Intercreditor Agreement, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the Term Loan Outstandings, subject to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the applicable loan account on such day, and if not, then on the next Business Day. Subject to the Intercreditor Agreement, for the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(a) hereof on the same Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next Business Day. (c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Parent and its shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to Agent, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or Inventory, and Negotiable Collateral (to the extent, and only to the extent, that such Negotiable Collateral is proceeds of Accounts) of Borrower to remit all Collections in respect thereof to such Lockboxes. Borrower, Foothill, and the Lockbox Banks shall enter into the Lockbox Agreements, which among other Collateral which come into their possession or under their control things shall provide for the opening of a Lockbox Account for the deposit of Collections at a Lockbox Bank. Borrower agrees that all Collections and promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with other amounts received by Borrower from any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account Debtor or any other Deposit Account source with respect to Accounts, proceeds of Accounts or investment account Inventory, or Negotiable Collateral that is established proceeds of Accounts, immediately upon receipt shall be deposited into a Lockbox Account. No Lockbox Agreement or any other bank, financial institution or other Person involved arrangement contemplated thereby shall be modified by Borrower without the prior written consent of Foothill. Upon the terms and subject to the conditions set forth in the transfer of funds to or from Lockbox Agreements, all amounts received in each Lockbox Account shall be wired each Business Day into an account (the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other Person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement"Foothill Account") maintained by Foothill at a depositary selected by Foothill.

Collection of Accounts. (a) Each Borrower Borrowers and Guarantor Guarantors shall establish and maintain, at its their expense, deposit account arrangements blocked accounts or lockboxes and merchant payment arrangements with the banks set forth on Schedule 8.10 hereto and subject to Section 5.2(d) hereof such other banks as such Borrower or Guarantor may hereafter select and which shall be reasonably satisfactory to the Agent. The banks set forth on Schedule 8.10 hereto constitute all of the banks with which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of the Closing Date and identifies each of the Deposit Accounts at such banks that are used solely for receiving store receipts from a retail store location of a Borrower related blocked accounts (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store locationin either case, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. (i) Each Borrower shall deposit all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer on each Business Day to the Blocked Accounts as provided in Section 6.3(a)(ii) below, except for (A) nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) with respect to funds deposited in Manual Sweeping Accounts, which shall be sent to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts”), and (2) as Agent may otherwise agree in its sole discretion). (ii) Each Borrower shall establish and maintainspecify, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) into which each Borrower Borrowers and Guarantors shall promptly either cause deposit and direct their respective account debtors to directly remit all amounts payments on deposit Receivables and all payments constituting proceeds of Inventory or other Collateral in the Store Accounts of identical form in which such Borrower to be sent as provided in Section 6.3(a)(i) above payments are made, whether by cash, check or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateralmanner. Any Eligible Depository Bank shall be deemed acceptable to Agent. (iii) Borrowers and Guarantors shall deliver, or cause to be delivered delivered, to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereofhereof or at any time and from time to time hereafter, at Agent’s option, Agent (or in the case of deposit accounts maintained in Canada, Canadian Lender) may become the bank’s customer with respect to any of the Blocked Accounts and promptly upon Agent’s request, Borrowers and Guarantors shall execute and deliver such agreements and documents as Agent may require in connection therewith. Without limiting any other rights The amounts received in the lockbox of US Borrowers and US Guarantors shall be deposited in a single Blocked Account held in the name of Huffy. The amounts received in the lockbox of Canadian Borrower and Canadian Guarantors shall be deposited in a single Blocked Account held in the name of Canadian Borrower. (b) The Deposit Account Control Agreements with the depository banks at which the Blocked Accounts of US Borrowers and US Guarantors are maintained shall provide that the items received for deposit therein, or remedies of Agent or Lendersthe funds from time to time on deposit therein will be transferred, subject upon written notice from Agent, to the terms Agent Payment Account (with a copy to Huffy). The Deposit Account Control Agreements with the depository banks at which the Blocked Accounts of the Intercreditor AgreementCanadian Companies are maintained shall provide that the items received for deposit therein, or the funds from time to time on deposit therein will be transferred, upon written notice from Agent, to the Canadian Lender Payment Account (with a copy to Huffy). Until such time as Agent mayshall notify any depository bank otherwise, a depository bank at its option, and which any Blocked Accounts are maintained shall (at transfer the direction funds on deposit in the Blocked Accounts to such operating bank account of Required Lenders), the applicable Borrower as Huffy shall specify in writing to Agent. Agent will only instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account (in the case of US Companies) or to the Canadian Lender Payment Account (in the case of the Canadian Companies) at any time that either: (i) an Event of Default shall exist or have occurred and be continuing, or (ii) the aggregate amount of the Excess Availability of Borrower shall be less than: (A) $20,000,000 at any time that Inventory of Gen-X Swiss is continuing and Agent shall send to Administrative Borrower a copy of any such written instruction sent not included hereunder by Agent to as Eligible Inventory and $25,000,000 in the depository bank promptly thereafter. Subject to event it is so included, other than during the terms period from December 1, 2002 through and including February 28, 2003 (the “Winter Period”), or (B) less than $8,000,000 during the Winter Period or (C) the EBITDA of Huffy for any month during the Winter Period shall at any time be less than eighty (80%) percent (or if the projected EBITDA is a negative number, one hundred twenty-five (125%) percent) of the Intercreditor Agreementprojected EBITDA of Huffy for such month as specified by Huffy in a profit plan to be provided by Huffy to Agent not later than November 15, 2002 and which shall be in form and substance satisfactory to Agent in its sole discretion. In the event that at all times that any time after Agent shall have notified any has instructed such depository bank banks to transfer such funds from a Blocked Account to the Agent Payment AccountAccount or the Canadian Lender Payment Account (as the case may be), each of the conditions set forth in clauses (i) and (ii) above do not exist or have not occurred and are not continuing for a period of not less than thirty (30) consecutive days, upon Huffy’s written request, Agent shall instruct such depository banks to transfer the funds on deposit in such accounts to such operating bank account of the applicable Borrower as Huffy may specify in writing to Agent until such time as Agent is entitled to notify and shall notify the depository bank otherwise as provided above. Each Borrower agrees that all payments made to such Blocked AccountsAccounts or other funds received and collected by Agent or any Lender, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent and Lenders in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (bc) For purposes of calculating the Term Loan Outstandingsamount of the Loans available to each Borrower, subject to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) such payments will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account (in the case of the US Companies) or the Canadian Lender Payment Account (in the case of the Canadian Companies) provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the applicable such Borrower’s loan account on such day, and if not, then on the next Business Day. Subject to the Intercreditor Agreement, for the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(a) hereof on the same Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next Business Day. (cd) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Parent Each Borrower and its respective shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to shall, acting as trustee for Agent, receive, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment deposit account is established or any other bank, financial institution bank or other Person person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution bank or other Personperson. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Each To expedite collection, Borrower and Guarantor shall establish and maintain, at its expense, deposit endeavor in the first instance to make collection of their Accounts for Lender. All remittances received by Borrower on account arrangements and merchant payment arrangements with the banks set forth on Schedule 8.10 hereto and subject to Section 5.2(d) hereof such other banks as such Borrower or Guarantor may hereafter select and which of Accounts shall be reasonably satisfactory to the Agent. The banks set forth on Schedule 8.10 hereto constitute all held as Lender's property by Borrower as trustee of the banks with which Borrowers an express trust for Lender's benefit and Guarantors have deposit account arrangements and merchant payment arrangements as of the Closing Date and identifies each of the Deposit Accounts at such banks that are used solely for receiving store receipts from a retail store location of a Borrower (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. (i) Each Borrower shall deposit all proceeds from sales of Inventory same in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Dominion Account. All such funds deposited into Lender retains the Store Accounts shall be sent by wire transfer or other electronic funds transfer on each Business Day to the Blocked Accounts as provided in Section 6.3(a)(ii) below, except for (A) nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) with respect to funds deposited in Manual Sweeping Accounts, which shall be sent to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts, and (2) as Agent may otherwise agree in its sole discretion). (ii) Each Borrower shall establish and maintain, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank shall be deemed acceptable to Agent. (iii) Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of Agent or Lenders, subject to the terms of the Intercreditor Agreement, Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that an Event of Default is continuing and Agent shall send to Administrative Borrower a copy of any such written instruction sent by Agent to the depository bank promptly thereafter. Subject to the terms of the Intercreditor Agreement, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the Term Loan Outstandings, subject to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the applicable loan account on such day, and if not, then on the next Business Day. Subject to the Intercreditor Agreement, for the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(a) hereof on the same Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next Business Day. (c) Subject to the terms of the Intercreditor Agreementright, upon and after the occurrence and during the continuance of an Event of Default, Parent to notify Account Debtors that Accounts have been assigned to Lender and to collect Accounts directly in its shareholdersown name and to charge the collection costs and expenses, directorsincluding attorneys' fees, employeesto Borrower. Lender has no duty to protect, agentsinsure, each collect or realize upon the Accounts or preserve rights in them. For the purpose of computing interest hereunder, all items of payment received by Lender shall be deemed applied by Lender on account of the obligations (subject to final payment of such items) on the first Business Day after Lender's withdrawal of such payment from the Dominion Account in immediately available funds. Whenever reasonably practicable, Lender shall withdraw all funds contained in the Dominion Account on a daily basis, for application of such funds to the payment of the obligations as provided herein. Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to Agent, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or deposit all proceeds of Accounts or other the Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited in kind in the Blocked AccountsDominion Account pursuant to an arrangement with such banks as may be selected by Borrower and be acceptable to Lender. Borrower shall deposit all payments or other remittances received by Borrower in their operating accounts to the Dominion Account. After the occurrence of an Event of Default Lender may, and Borrower shall at Lender's request, notify Account Debtors and all other parties obligated on the Collateral to make payments directly to the Dominion Account. All funds deposited in the Dominion Account shall immediately become the Property of Lender, and Borrower shall obtain the agreement by such banks to waive any offset rights against the funds so deposited. Lender assumes no responsibility for such account arrangement, including, without limitation, any claim of accord and satisfaction or remit the same or cause the same release with respect to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to deposits accepted by any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other Person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreementthereunder.

Collection of Accounts. Borrower shall at all times maintain lockboxes (athe "Lockboxes") Each Borrower and Guarantor shall establish and maintainand, at its expense, deposit account arrangements and merchant payment arrangements with the banks set forth on Schedule 8.10 hereto and subject to Section 5.2(d) hereof such other banks as such Borrower or Guarantor may hereafter select and which shall be reasonably satisfactory to the Agent. The banks set forth on Schedule 8.10 hereto constitute all of the banks with which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of immediately after the Closing Date and identifies each of the Deposit Date, shall instruct all Account Debtors (other than Account Debtors with respect to Factored Accounts at such banks that are used solely for receiving store receipts from a retail store location of a Borrower (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. (i) Each Borrower shall deposit all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up obligated to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer on each Business Day make payment to the Blocked Accounts as provided in Section 6.3(a)(ii) below, except for (A) nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (BFactor) with respect to funds deposited in Manual Sweeping the Accounts, General Intangibles, and Negotiable Collateral of Borrower (and Factor, with respect to any balances due from Factor to Borrower) to remit all Collections in respect thereof to such Lockboxes. Borrower, Foothill, and the Lockbox Banks shall enter into the Lockbox Agreements, which among other things shall provide for the opening of a Lockbox Account for the deposit of Collections at a Lockbox Bank. Borrower agrees that all Collections and other amounts received by Borrower from any Account Debtor or any other source immediately upon receipt shall be sent deposited into a Lockbox Account, or, in the case of Collections received from Factor, transmitted directly by Factor to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) deposit account of Foothill specified by Foothill to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts, and (2) as Agent may otherwise agree in its sole discretion). (ii) Each Borrower shall establish and maintain, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank shall be deemed acceptable to Agent. (iii) Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of Agent or Lenders, subject to the terms of the Intercreditor Agreement, Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that an Event of Default is continuing and Agent shall send to Administrative Borrower a copy of any such written instruction sent by Agent to the depository bank promptly thereafter. Subject to the terms of the Intercreditor Agreement, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the Term Loan Outstandings, subject Factor pursuant to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) will . No Lockbox Agreement or arrangement contemplated thereby shall be applied (conditional upon final collection) modified by Borrower without the prior written consent of Foothill. Upon the terms and subject to the Obligations on conditions set forth in the Lockbox Agreements, all amounts received in each Lockbox Account shall be wired each Business Day of receipt into an account (the "Foothill Account") maintained by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the applicable loan account on such day, and if not, then on the next Business Day. Subject to the Intercreditor Agreement, for the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(a) hereof on the same Business Day of receipt Foothill at a depositary selected by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next Business DayFoothill. (c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Parent and its shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to Agent, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other Person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. Borrower shall at all times after February 28, 2005 maintain lockboxes (a"Lockboxes") Each and shall, on or before February 28, 2005, instruct all Account Debtors with respect to Accounts and General Intangibles of Borrower and Guarantor shall establish and maintain, to remit all Collections in respect thereof to such Lockboxes or local deposit accounts at its expense, deposit account arrangements and merchant payment arrangements with the banks set forth on Schedule 8.10 hereto and subject to Section 5.2(d) hereof such other banks as such Borrower or Guarantor may hereafter select and which shall be reasonably satisfactory financial institutions acceptable to the Agent. The banks set forth on Schedule 8.10 hereto constitute all of Borrower, Agent and the banks with Lockbox Banks shall enter into the Lockbox Agreements, which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of among other things shall provide for the Closing Date and identifies each of the Deposit Accounts at such banks that are used solely for receiving store receipts from a retail store location opening of a Borrower (together with any other Deposit Accounts at any time established or used by any Borrower Lockbox Account for receiving such store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. (i) Each Borrower shall deposit all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of Collections at a Lockbox Bank. Borrower agrees that: (a) all good funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts on deposit in each local collection account (other than a local collection account which is subject to a Control Agreement) in excess of $25,000 per account shall be sent swept pursuant to standing instructions (by wire transfer or ACH transaction) on a daily basis to a Lockbox Account; and (b) all Collections and other electronic funds transfer on amounts received by Borrower from any Account Debtor or any other source immediately upon receipt shall be deposited into a Lockbox Account. No Lockbox Agreement or arrangement contemplated thereby shall be modified by Borrower without the prior written consent of the Agent. All amounts received in each Lockbox Account shall be wired each Business Day to the Blocked Accounts as provided in Section 6.3(a)(iiinto an account ("Agent's Account") below, except for (A) nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) with respect to funds deposited in Manual Sweeping Accounts, which shall be sent to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 Agent. If at any one time, except time Borrower's Availability has been $30,000,000 or more for at least the last thirty consecutive Business Days (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts, and (2) as Agent may otherwise agree in its sole discretion). (ii) Each Borrower shall establish and maintain, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank shall be deemed acceptable to Agent. (iii) Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of Agent or Lenders, subject to the terms of the Intercreditor Agreement, Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that an Event of Default is continuing and Agent shall send to Administrative Borrower a copy of any such written instruction sent by Agent to the depository bank promptly thereafter. Subject to the terms of the Intercreditor Agreement, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the Term Loan Outstandings, subject to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the applicable loan account on such day, and if not, then on the next Business Day. Subject to the Intercreditor Agreement, for the purposes of calculating interest on this Section 3.10, Availability shall not be deemed to be reduced by the Obligations, such payments or other funds received will be applied (conditional upon final collection) reduction of Availability attributed to the Obligations issuance of any Replacement Letters of Credit), then, upon Borrower's request, Agent shall give the relevant Lockbox Bank an instruction permitting Borrower to direct the disbursement of funds on deposit in accordance with Section 6.4(asuch Lockbox Account. If at any time thereafter either: (x) hereof Borrower's Availability is less than $30,000,000 on the same Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next any Business Day. , or (cy) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Parent then all amounts received in each Lockbox Account shall be wired each Business Day into the Agent's Account and its shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit thereafter no longer be permitted to Agent, as the property direct disbursement of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof, shall funds in deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other Person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this AgreementLockbox Account.

Collection of Accounts. (a) Each Borrower shall at all times maintain lockboxes (the "Lockboxes") and, immediately after the Closing Date, shall instruct all Account Debtors with respect to the Accounts, General Intangibles, and Guarantor Negotiable Collateral of Borrower to remit all Collections in respect thereof to such Lockboxes. Borrower, Foothill, and the Lockbox Banks shall establish enter into the Lockbox Agreements, which among other things shall provide for the opening of a Lockbox Account for the deposit of Collections at a Lockbox Bank. Borrower agrees that all Collections and maintain, at its expense, deposit account arrangements and merchant payment arrangements with other amounts received by Borrower from any Account Debtor or any other source immediately upon receipt shall be deposited into a Lockbox Account. No Lockbox Agreement or arrangement contemplated thereby shall be modified by Borrower without the banks set forth on Schedule 8.10 hereto prior written consent of Foothill Group Agent. Upon the terms and subject to Section 5.2(d) hereof such other banks as such Borrower or Guarantor may hereafter select and which the conditions set forth in the Lockbox Agreements, all amounts received in each Lockbox Account shall be reasonably satisfactory to the Agent. The banks set forth on Schedule 8.10 hereto constitute all of the banks with which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of the Closing Date and identifies each of the Deposit Accounts at such banks that are used solely for receiving store receipts from a retail store location of a Borrower (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. (i) Each Borrower shall deposit all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer on wired each Business Day to the Blocked Accounts as provided in Section 6.3(a)(ii) below, except for (A) nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) with respect to funds deposited in Manual Sweeping Accounts, which shall be sent to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts, and (2) as Agent may otherwise agree in its sole discretion). (ii) Each Borrower shall establish and maintain, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent into an account (the “Blocked Accounts”"Foothill Group Agent Account") into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank shall be deemed acceptable to maintained by Foothill Group Agent at a depositary selected by Foothill Group Agent. (iii) Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of Agent or Lenders, subject to the terms of the Intercreditor Agreement, Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that an Event of Default is continuing and Agent shall send to Administrative Borrower a copy of any such written instruction sent by Agent to the depository bank promptly thereafter. Subject to the terms of the Intercreditor Agreement, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes Borrower shall, immediately after the Closing Date, cause each of calculating the Term Loan Outstandings, subject Guarantors to instruct all of their account debtors with respect to their Accounts to remit all Collections in respect thereof to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the applicable loan account on such day, and if not, then on the next Business Day. Subject to the Intercreditor Agreement, for the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(a) hereof on the same Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next Business DayLockboxes. (c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Parent and its shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to Agent, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other Person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. Until payment in full in cash of all Advances and all other Obligations relating to the Revolving Line (aother than inchoate indemnity obligations) Each and Bank’s obligations to make Advances and any other Credit Extensions relating to the Revolving Line have terminated (provided that Borrower’s obligation under this sentence shall not end at a time when any Event of Default exists), Borrower shall be a party to a three party agreement (the “Lockbox Agreement”) with Bank and a lockbox provider (the “Lockbox Provider”). The Lockbox Agreement and Lockbox Provider shall be acceptable to Bank. As soon as reasonably practicable after the Effective Date, Borrower shall use the lockbox address as the payment address on all invoices issued by Borrower and Guarantor shall establish and maintain, at direct all its expense, deposit account arrangements and merchant payment arrangements with the banks set forth on Schedule 8.10 hereto and subject Account Debtors to Section 5.2(d) hereof such other banks as such Borrower or Guarantor may hereafter select and which shall be reasonably satisfactory remit their payments to the Agentlockbox address. The banks set forth on Schedule 8.10 hereto constitute Lockbox Agreement shall provide that the Lockbox Provider shall remit all of collections received in the banks with which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of the Closing Date and identifies each of the Deposit Accounts at such banks that are used solely for receiving store receipts from a retail store location of a Borrower (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use lockbox to Bank. Upon Bank’s receipt of such Deposit Account by such Borrower or Guarantor.collections, Bank shall apply the same as follows: (i) Each Borrower If a Streamline Period is in effect, Bank shall deposit all such proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account operating account of such Borrower used solely for such purpose in accordance with the current and prior practices of such at Bank that is designated by Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer on each Business Day to the Blocked Accounts as provided in Section 6.3(a)(ii) below, except for (A) nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) with respect to funds deposited in Manual Sweeping Accounts, which shall be sent to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts, and (2) as Agent may otherwise agree in its sole discretion).and (ii) Each Borrower If a Streamline Period is not in effect, Bank shall establish and maintain, at its expense, Deposit Accounts with apply such banks as are reasonably acceptable proceeds to Agent (the “Blocked Accounts”) into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processorsoutstanding Advances, and if all other proceeds of Collateral. Any Eligible Depository outstanding Advances have been paid in full, Bank shall be deemed acceptable to Agent.deposit the remainder into the operating account of Borrower at Bank that is designated by Borrower; and (iii) Borrowers If a Default or Event of Default has occurred and Guarantors is continuing, without limiting Bank’s other rights and remedies, Bank shall deliverhave the right to apply such proceeds to the outstanding Obligations in such order as it shall determine in its discretion. It is understood and agreed by Borrower that this Section does not impose any affirmative duty on Bank to do any act other than to turn over such amounts. Without limitation on the foregoing, whether or cause not an Event of Default has occurred and is continuing, Borrower shall hold all payments on, and proceeds of, Accounts that Borrower receives, in trust for Bank, and Borrower shall immediately deliver all such payments and proceeds to Bank in their original form, duly endorsed, to be delivered applied to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of Agent or Lenders, subject the Obligations pursuant to the terms of the Intercreditor Agreement, Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that an Event of Default is continuing and Agent shall send to Administrative Borrower a copy of any such written instruction sent by Agent to the depository bank promptly thereafter. Subject to the terms of the Intercreditor Agreement, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding ObligationsSection 9.4 hereof. (b) For purposes of calculating the Term Loan Outstandings, subject to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the applicable loan account on such day, and if not, then on the next Business Day. Subject to the Intercreditor Agreement, for the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(a) hereof on the same Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next Business Day. (c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Parent and its shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to Agent, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other Person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Each Borrower Borrowers and Guarantor Guarantors shall establish and maintain, at its their expense, deposit account arrangements accounts and merchant payment arrangements with the banks set forth cash management services of a type and on Schedule 8.10 hereto and terms, as Agent may reasonably specify at ▇▇▇▇▇ Fargo and, subject to Section 5.2(d) hereof hereof, such other banks as such Borrower or Guarantor may hereafter select and which shall be reasonably satisfactory to the Agentselect. The banks set forth on Schedule 8.10 hereto of the Information Certificate constitute all of the banks with which Borrowers and Guarantors have deposit account arrangements and merchant payment cash management arrangements as of the Closing Date date of this Agreement and identifies each of the Deposit Accounts at such banks that are used solely for receiving store receipts from a retail store location of a Borrower (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such Deposit Account deposit account by such Borrower or Guarantor. Guarantor (i) Each Borrower shall deposit all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer on each Business Day to the Blocked Accounts as provided in Section 6.3(a)(ii) below, except for (A) nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) with respect to funds deposited in Manual Sweeping Accounts, which shall be sent to the Blocked Accounts not less than twice every week (and which amountscollectively, together with all amounts held any accounts of Borrowers and Guarantors at Lender, the retail store locations “Cash Management Accounts” and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts, and (2) as Agent may otherwise agree in its sole discretionindividually a “Cash Management Account”). (iib) Each Borrower Borrowers shall, and shall establish and maintaincause Guarantors to, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent (the “Blocked Accounts”) into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, Guarantor and all other proceeds of Collateral, from each location of such Borrower and Guarantor on each Business Day into the Cash Management Account of such Borrower and Guarantor used for such purpose. Any Eligible Depository Bank All such funds deposited into the Cash Management Accounts shall be deemed acceptable sent by wire transfer or other electronic funds transfer each day to Agentthe Concentration Accounts. (iiic) Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of Agent or and Lenders, subject to the terms of the Intercreditor Agreement, Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Concentration Accounts are maintained to transfer all available funds received or deposited into the Blocked Concentration Accounts to the Agent Payment Account at any time that an Event after the occurrence of Default is continuing and Agent shall send to Administrative Borrower a copy of any such written instruction sent by Agent to the depository bank promptly thereafterCash Dominion Event. Subject to the terms of the Intercreditor Agreement, at At all times that Agent shall have notified any depository bank to transfer funds from a Blocked Concentration Account to the Agent Payment Account, all payments made to such Blocked Concentration Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (bd) Without limiting any other rights or remedies of Agent and Lenders, Agent may, at its option, send a “notice of exclusive control” or similar notice and otherwise instruct the securities intermediary or other Person party to an Investment Property Control Agreement that no funds in any investment account or other account subject to such agreement may be transferred except to the Concentration Accounts or otherwise paid to the Agent Payment Account at any time on or after a Cash Dominion Event and for so long as the same is continuing or at any time on or after Agent receives a notice of the intention of the securities intermediary or other party thereto to terminate such Investment Property Control Agreement. (e) For purposes of calculating the Term Loan Outstandings, subject amount of the Loans and Letters of Credit available to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the applicable loan account on such day, and if not, then on the next Business Day. Subject to the Intercreditor Agreement, for the purposes of calculating interest on the ObligationsBorrowers, such payments or other funds received will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(a) hereof on the same Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to timetime and within sufficient time to credit such Borrower’s loan account on such day, by 11:00 a.m. New York City time and if not, then on the next Business Day. For the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations one (1) Business Day following the date of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit such Borrower’s loan account on such day, and if not, then on the next Business Day. In the event that at any time or from time to time there are no Revolving Loans outstanding, Agent shall be entitled to an administrative fee in an amount calculated based on the Interest Rate for Prime Rate Loans (on a per annum basis) multiplied by the amount of the funds received in the Concentration Accounts for such day as calculated by Agent in accordance with its customary practice. The economic benefit of the timing in the application of payments (and the administrative charge with respect thereto, if applicable) shall be for the sole benefit of Agent. (cf) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Parent and its shareholders, directors, employees, agents, each Each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to shall, acting as trustee for Agent, receive, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly immediately upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Concentration Account or any other Deposit Account deposit account or investment account is established or any other bank, financial institution or other Person person involved in the transfer of funds to or from the Blocked Concentration Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other Personperson. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.

Collection of Accounts. (a) Each Borrower shall at all times maintain lockboxes and, immediately after the Closing Date, shall instruct all non-Canadian Account Debtors with respect to the Accounts, General Intangibles, and Guarantor Negotiable Collateral of Borrower to remit all Collections in respect --- thereof to such lockboxes. Borrower, Foothill, and the Domestic Lockbox Banks shall establish enter into one or more Domestic Lockbox Agreements, which among other things shall provide for the opening of a depositary account over which Foothill shall have dominion and maintain, control (a "Domestic Lockbox Account") for the deposit of all such Collections at its expense, deposit account arrangements such Domestic Lockbox Bank. Borrower agrees that all such Collections and merchant payment arrangements with other amounts received by Borrower from any Account Debtor or any other source immediately upon receipt shall be deposited into a Domestic Lockbox Account. No Domestic Lockbox Agreement or arrangement contemplated thereby shall be modified by Borrower without the banks set forth on Schedule 8.10 hereto prior written consent of Foothill. Upon the terms and subject to Section 5.2(d) hereof such other banks as such Borrower or Guarantor may hereafter select and which the conditions set forth in the Domestic Lockbox Agreements, all amounts received in each Domestic Lockbox Account shall be reasonably satisfactory to the Agent. The banks set forth on Schedule 8.10 hereto constitute all of the banks with which Borrowers and Guarantors have deposit account arrangements and merchant payment arrangements as of the Closing Date and identifies each of the Deposit Accounts at such banks that are used solely for receiving store receipts from a retail store location of a Borrower (together with any other Deposit Accounts at any time established or used by any Borrower for receiving such store receipts from any retail store location, collectively, the “Store Accounts” and each individually, a “Store Account”) or otherwise describes the nature of the use of such Deposit Account by such Borrower or Guarantor. (i) Each Borrower shall deposit all proceeds from sales of Inventory in every form, including, without limitation, cash, checks, credit card sales drafts, credit card sales or charge slips or receipts and other forms of daily store receipts, from each retail store location of such Borrower into the Store Account of such Borrower used solely for such purpose in accordance with the current and prior practices of such Borrower, but in any event no less frequently than once every three (3) Business Days; provided, that, each retail store of a Borrower may retain in such store funds of up to $10,000 immediately after each deposit of funds from such store into the applicable Store Account. All such funds deposited into the Store Accounts shall be sent by wire transfer or other electronic funds transfer on wired each Business Day to the Blocked Accounts as provided in Section 6.3(a)(ii) below, except for (A) nominal amounts which are required to be maintained in such Store Accounts under the terms of such Borrower’s arrangements with the bank at which such Store Accounts are maintained or (B) with respect to funds deposited in Manual Sweeping Accounts, which shall be sent to the Blocked Accounts not less than twice every week (and which amounts, together with all amounts held at the retail store locations and not yet deposited in the Store Accounts and amounts in Store Accounts, shall not in the aggregate exceed $3,500,000 at any one time, except (1) to the extent from time to time additional amounts may be held in the retail stores or the Store Accounts on Saturday, Sunday or other days where the applicable depository bank is closed, which additional amounts are to be, and shall be, transferred on the next Business Day to the Blocked Accounts, and (2) as Agent may otherwise agree in its sole discretion). (ii) Each Borrower shall establish and maintain, at its expense, Deposit Accounts with such banks as are reasonably acceptable to Agent into an account (the “Blocked Accounts”"Foothill Account") into which each Borrower shall promptly either cause all amounts on deposit in the Store Accounts of such Borrower to be sent as provided in Section 6.3(a)(i) above or shall itself deposit or cause to be deposited all proceeds of Collateral, including all proceeds from sales of Inventory, all amounts payable to each Borrower from Credit Card Issuers and Credit Card Processors, and all other proceeds of Collateral. Any Eligible Depository Bank shall be deemed acceptable to Agentmaintained by Foothill at a depositary selected by Foothill. (iii) Borrowers and Guarantors shall deliver, or cause to be delivered to Agent a Deposit Account Control Agreement duly authorized, executed and delivered by each bank where a Blocked Account is maintained as provided in Section 5.2 hereof. Without limiting any other rights or remedies of Agent or Lenders, subject to the terms of the Intercreditor Agreement, Agent may, at its option, and shall (at the direction of Required Lenders), instruct the depository banks at which the Blocked Accounts are maintained to transfer all available funds received or deposited into the Blocked Accounts to the Agent Payment Account at any time that an Event of Default is continuing and Agent shall send to Administrative Borrower a copy of any such written instruction sent by Agent to the depository bank promptly thereafter. Subject to the terms of the Intercreditor Agreement, at all times that Agent shall have notified any depository bank to transfer funds from a Blocked Account to the Agent Payment Account, all payments made to such Blocked Accounts, whether in respect of the Receivables, as proceeds of Inventory or other Collateral or otherwise shall be treated as payments to Agent in respect of the Obligations and therefore shall constitute the property of Agent and Lenders to the extent of the then outstanding Obligations. (b) For purposes of calculating the Term Loan Outstandings, subject to the Intercreditor Agreement, any payment made pursuant to Section 6.3(a)(iii) will be applied (conditional upon final collection) to the Obligations on the Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time and within sufficient time to credit the applicable loan account on such day, and if not, then on the next Business Day. Subject to the Intercreditor Agreement, for the purposes of calculating interest on the Obligations, such payments or other funds received will be applied (conditional upon final collection) to the Obligations in accordance with Section 6.4(a) hereof on the same Business Day of receipt by Agent of immediately available funds in the Agent Payment Account provided such payments or other funds and notice thereof are received in accordance with Agent’s usual and customary practices as in effect from time to time, by 11:00 a.m. New York City time and if not, then on the next Business Day. (c) Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, Parent and its shareholders, directors, employees, agents, each Borrower and Guarantor and their respective employees, agents and Subsidiaries or other Affiliates shall receive and promptly remit to Agent, as the property of Agent, any monies, checks, notes, drafts or any other payment relating to and/or proceeds of Accounts or other Collateral which come into their possession or under their control and promptly upon receipt thereof, shall deposit or cause the same to be deposited in the Blocked Accounts, or remit the same or cause the same to be remitted, in kind, to Agent. In no event shall the same be commingled with any Borrower’s or Guarantor’s own funds. Borrowers agree to reimburse Agent on demand for any amounts owed or paid to any bank or other financial institution at which a Blocked Account or any other Deposit Account or investment account is established or any other bank, financial institution or other Person involved in the transfer of funds to or from the Blocked Accounts arising out of Agent’s payments to or indemnification of such bank, financial institution or other Person. The obligations of Borrowers to reimburse Agent for such amounts pursuant to this Section 6.3 shall survive the termination or non-renewal of this Agreement.