> EXEMPT DDA) UNLESS, CONTEMPORANEOUS WITH SUCH ESTABLISHMENT, THE LEAD BORROWER
> DELIVERS THE FOLLOWING TO THE AGENT:
>
> > (I)
NOTIFICATION TO THE DEPOSITORY AT WHICH SUCH DDA IS
> > ESTABLISHED IF THE SAME WOULD HAVE BEEN REQUIRED PURSUANT TO SECTION
> > 7.1(B)(I) IF THE SUBJECT DDA WERE OPEN AT THE EXECUTION OF THIS AGREEMENT,
> > WHICH NOTIFICATIONS LENDER SHALL NOT RELEASE TO SUCH DEPOSITORY UNTIL
> > PENDING THE OCCURRENCE OF A CASH MANAGEMENT ACTIVATION EVENT;
> >
> > (II)
A BLOCKED ACCOUNT AGREEMENT EXECUTED ON BEHALF OF THE
> > DEPOSITORY AT WHICH SUCH DDA IS ESTABLISHED IF THE SAME WOULD HAVE BEEN
> > REQUIRED PURSUANT TO SECTION 7.1(B)(II) IF THE DDA WERE OPEN AT THE
> > EXECUTION OF THIS AGREEMENT.
7.2
CREDIT CARD RECEIPTS.
> (A)
ANNEXED HERETO AS EXHIBIT 7.2 IS A SCHEDULE WHICH DESCRIBES ALL
> ARRANGEMENTS TO WHICH THE BORROWERS ARE A PARTY WITH RESPECT TO THE PAYMENT TO
> THE BORROWERS OF THE PROCEEDS OF CREDIT CARD CHARGES FOR SALES BY THE
> BORROWERS.
>
>
> (B)
THE BORROWERS SHALL DELIVER TO THE AGENT, AS A CONDITION TO THE
> EFFECTIVENESS OF THIS AGREEMENT, A FORM OF NOTIFICATION, EXECUTED ON BEHALF OF
> THE BORROWERS, TO EACH OF THE BORROWERS' CREDIT CARD CLEARINGHOUSES AND
> PROCESSORS OF NOTICE (IN FORM SATISFACTORY TO THE AGENT), WHICH NOTICE
> PROVIDES THAT PAYMENT OF ALL CREDIT CARD CHARGES SUBMITTED BY THE BORROWERS TO
> THAT CLEARINGHOUSE OR OTHER PROCESSOR AND ANY OTHER AMOUNT PAYABLE TO THE
> BORROWERS BY SUCH CLEARINGHOUSE OR OTHER PROCESSOR SHALL BE DIRECTED TO THE
> CONCENTRATION ACCOUNT OR AS OTHERWISE DESIGNATED FROM TIME TO TIME BY THE
> AGENT.
THE AGENT SHALL NOT RELEASE SUCH CREDIT CARD PROCESSOR NOTICES TO THE
> CREDIT CARD PROCESSORS, UNTIL THE OCCURRENCE OF A CASH MANAGEMENT ACTIVATION
> EVENT.
THE BORROWERS SHALL NOT CHANGE SUCH DIRECTION OR DESIGNATION EXCEPT
> UPON AND WITH THE PRIOR WRITTEN CONSENT OF THE AGENT.
7.3
THE CONCENTRATION, BLOCKED, AND OPERATING ACCOUNTS.
> (A)
THE FOLLOWING CHECKING ACCOUNTS HAVE BEEN OR WILL BE ESTABLISHED (AND
> ARE SO REFERRED TO HEREIN):
>
> > (I)
THE "CONCENTRATION ACCOUNT": ESTABLISHED BY THE AGENT
> > WITH FLEET BANK
> >
> > (II)
THE "BLOCKED ACCOUNT": ESTABLISHED BY EACH OF THE
> > BORROWERS WITH US BANK INTO WHICH DEPOSITS FROM DDA'S MUST BE DIRECTED.
> >
> > (III)
THE "OPERATING ACCOUNT":
ESTABLISHED BY EACH OF THE
> > BORROWERS WITH FLEET BANK, FROM WHICH ONLY DISBURSEMENTS MAY BE MADE.
> >
> > (IV)
THE "DISBURSEMENT ACCOUNT":
ESTABLISHED BY THE BORROWER
> > WITH US BANK.
>
>
> (B)
THE CONTENTS OF EACH DDA (OTHER THAN THE OPERATING ACCOUNT AND ANY
> EXEMPT DDA'S AND OF THE BLOCKED ACCOUNT CONSTITUTES COLLATERAL AND PROCEEDS OF
> COLLATERAL. THE CONTENTS OF THE CONCENTRATION ACCOUNT, IF ESTABLISHED, SHALL
> CONSTITUTE THE AGENT'S PROPERTY.
>
>
> (C)
THE BORROWERS SHALL NOT ESTABLISH