OR A LETTER OF CREDIT
ACCOMMODATION IN ACCORDANCE WITH THE PROVISIONS OF SECTION 6.5 HEREOF, AGENT MAY
REQUEST A CERTIFICATE FROM AN OFFICER OF EACH BORROWER REPRESENTING THAT ALL
CONDITIONS PRECEDENT TO THE MAKING OF LOANS AND PROVIDING LETTER OF CREDIT
ACCOMMODATIONS CONTAINED HEREIN ARE SATISFIED. IN THE EVENT OF SUCH REQUEST BY
AGENT, AGENT AND LENDERS MAY, AT AGENT'S OPTION, CEASE TO MAKE ANY FURTHER LOANS
OR PROVIDE ANY FURTHER LETTER OF CREDIT ACCOMMODATIONS UNTIL AGENT HAS RECEIVED
SUCH CERTIFICATE AND, IN ADDITION, AGENT HAS DETERMINED THAT SUCH CONDITIONS ARE
SATISFIED.
9.24
PRIVATE LABEL CREDIT CARDS.
IN THE EVENT AN EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING AND UPON AGENT'S WRITTEN NOTICE TO BORROWERS,
BORROWERS AND GUARANTORS WILL CEASE TO RECEIVE ANY IN STORE PAYMENTS. UPON AN
ACCELERATION OF THE OBLIGATIONS FOLLOWING AN EVENT OF DEFAULT, BORROWERS AND
GUARANTORS WILL CEASE TO ACCEPT ANY CUSTOMER PAYMENTS MADE THROUGH ANY
BORROWER'S OR GUARANTOR'S PRIVATE LABEL CREDIT CARDS.
9.25
TERMINATION OF TRANSITION SERVICES AGREEMENT.
BORROWERS SHALL GIVE
AGENT WRITTEN NOTICE OF THE TERMINATION OF THE TRANSITION SERVICES AGREEMENT
THIRTY (30) DAYS PRIOR TO THE DATE OF SUCH TERMINATION.
104
9.26
CASH COLLATERAL ACCOUNT. BORROWERS SHALL:
(A)
CONTINUE TO MAINTAIN THE CASH COLLATERAL ACCOUNT AT THEIR SOLE
EXPENSE;
(B)
ENSURE THAT AT ALL TIMES THE CASH COLLATERAL ACCOUNT CONTROL
AGREEMENT IS IN EFFECT WITH RESPECT TO THE CASH COLLATERAL ACCOUNT;
(C)
NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF AGENT, CLOSE OR TRANSFER
THE CASH COLLATERAL ACCOUNT OR TAKE ANY OTHER ACTION WITH RESPECT TO THE CASH
COLLATERAL ACCOUNT THAT IS NOT EXPRESSLY AUTHORIZED BY THIS AGREEMENT;
(D)
PROVIDE TO AGENT, AS AND WHEN RECEIVED BY BORROWERS, COPIES OF ALL
STATEMENTS RECEIVED BY BORROWERS WITH RESPECT TO THE CASH COLLATERAL ACCOUNT TO
THE EXTENT THAT THE FINANCIAL INSTITUTION OR OTHER PERSON WITH WHOM SUCH ACCOUNT
IS MAINTAINED HAS NOT PROVIDED SUCH STATEMENTS DIRECTLY TO AGENT;
(E)
IN THE EVENT THE AVAILABLE BALANCE OF THE CASH COLLATERAL ACCOUNT
IS AT ANY TIME LESS THAN AN AMOUNT SUFFICIENT TO SUPPORT THE ADVANCES THEN
OUTSTANDING PURSUANT TO CLAUSE (A)(I)(D) OF THE DEFINITION OF BORROWING BASE,
IMMEDIATELY REPORT SUCH EVENT TO AGENT AND IMMEDIATELY, BUT IN ANY EVENT WITHIN
TWO (2) BUSINESS DAYS AFTER RECEIPT OF WRITTEN NOTICE FROM AGENT OF SUCH EVENT,
DEPOSIT READILY AVAILABLE FUNDS INTO THE CASH COLLATERAL ACCOUNT SUFFICIENT TO
CAUSE SUCH BALANCE TO SUPPORT THE FULL AMOUNT OF ALL ADVANCES THEN OUTSTANDING
PURSUANT TO CLAUSE (A)(I)(D) OF THE DEFINITION OF BORROWING BASE; AND
(F)
NOT MAKE ANY WITHDRAWALS OR TRANSFERS FROM THE CASH COLLATERAL
ACCOUNT WITHOUT THE PRIOR WRITTEN CONSENT OF AGENT, WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD TO THE EXTENT THAT BOTH BEFORE AND AFTER GIVING EFFECT TO
SUCH WITHDRAWAL OR TRANSFER, (I) NO DEFAULT OR EVENT OF DEFAULT THEN EXISTS AND
(II) THE THEN OUTSTANDING BALANCE OF THE REVOLVING LOANS MADE AGAINST THE
AVAILABLE BALANCE OF THE CASH COLLATERAL ACCOUNT IS GREATER THAN OR EQUAL TO ONE
HUNDRED PERCENT (100%) OF THE AVAILABLE BALANCE OF THE CASH