SCHEDULE # (h) - Deposit and Investment Accounts

7.2Lien on Deposit Accounts; Cash Collateral.

Section # Administration of Deposit Accounts 80

Section # Deposit and Disbursement Accounts. [Schedule 4.16] lists all banks and other financial institutions at which any Loan Party maintains deposit accounts, lockbox accounts, disbursement accounts, investment accounts or other similar accounts as of the Closing Date, and such Schedule correctly identifies the name, address and telephone number of each financial institution, the name in which the account is held, the type of the account, and the complete account number therefor.

“Excluded Account” means # any payroll account so long as such payroll account is a zero balance account, # deposit or securities accounts, amounts on deposit or value of the securities held in which, on an individual account basis, do not exceed $100,000 in the aggregate at any one time; provided that deposit accounts and securities accounts may only be treated as Excluded Accounts pursuant to this clause (b) so long as the amount on deposit or value of the securities held in all such accounts on an aggregate combined basis does not exceed $500,000 at any one time, # withholding tax and fiduciary accounts, # any collection account, reserve account or other similar account established and solely utilized in accordance with any Permitted Securitization Indebtedness or Permitted Warehouse Indebtedness, # all deposit accounts primarily used for payment of payroll, taxes or employee benefits and # mortgage servicing accounts maintained by the Borrower as servicer or special servicer on behalf of a third-party, so long as such mortgage servicing accounts are used solely for servicing purposes.

Each Borrower shall establish and maintain, at its expense, deposit accounts with such banks as are reasonably acceptable to Administrative 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 Receivables or other 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 (but not including payments of Medicare Accounts or Medicaid Accounts that are sent to the separate lockbox and related deposit accounts established pursuant to [clause (ii) above]).

No later than the date occurring 90 days after the Effective Date, each [[Loan Party:Organization]] shall move its primary deposit accounts to [[Administrative Agent:Organization]] and each of its other respective deposit accounts to SVB or another [[Organization A:Organization]].

Excluded Deposit Accounts: as defined in [Section 8.5].

Assuming that funds are maintained on deposit in Deposit Accounts with [insert names of applicable banks], the ​ with such banks are sufficient to create in favor of the Administrative Agent, a perfected security interest in such Deposit Accounts and the funds deposited therein, with the consequences of perfection by control accorded by the UCC.

Deposit Accounts maintained in accordance with the Blocked Account Agreements;