MONTH A STATEMENT SETTING FORTH THE BALANCE IN THE BORROWERS' LOAN
ACCOUNT(S) MAINTAINED BY ADMINISTRATIVE AGENT FOR BORROWERS PURSUANT TO THE
PROVISIONS OF THIS AGREEMENT, INCLUDING PRINCIPAL, INTEREST, FEES, COSTS AND
EXPENSES.
EACH SUCH STATEMENT SHALL BE SUBJECT TO SUBSEQUENT ADJUSTMENT BY
ADMINISTRATIVE AGENT BUT SHALL, ABSENT MANIFEST ERRORS OR OMISSIONS, BE
CONSIDERED CORRECT AND DEEMED ACCEPTED BY BORROWERS AND GUARANTORS AND
CONCLUSIVELY BINDING UPON BORROWERS AND GUARANTORS AS AN ACCOUNT STATED EXCEPT
TO THE EXTENT THAT ADMINISTRATIVE AGENT RECEIVES A WRITTEN NOTICE FROM LEAD
BORROWER OF ANY SPECIFIC EXCEPTIONS OF LEAD BORROWER THERETO WITHIN FORTY-FIVE
(45) DAYS AFTER THE DATE SUCH STATEMENT HAS BEEN RECEIVED BY LEAD BORROWER.
UNTIL SUCH TIME AS ADMINISTRATIVE AGENT SHALL HAVE RENDERED TO LEAD BORROWER A
WRITTEN STATEMENT AS PROVIDED ABOVE, THE BALANCE IN ANY BORROWER'S LOAN
ACCOUNT(S) SHALL BE PRESUMPTIVE EVIDENCE OF THE AMOUNTS DUE AND OWING TO
ADMINISTRATIVE AGENT AND LENDERS BY BORROWERS AND GUARANTORS.
6.3
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 TO THE INFORMATION CERTIFICATE AND SUBJECT TO
SECTION 5.2(D) HEREOF SUCH OTHER BANKS AS SUCH BORROWER OR GUARANTOR MAY
HEREAFTER SELECT.
THE BANKS SET FORTH ON SCHEDULE 8.10 TO THE INFORMATION
CERTIFICATE CONSTITUTE ALL OF THE BANKS WITH WHICH BORROWERS AND GUARANTORS HAVE
DEPOSIT ACCOUNT ARRANGEMENTS AND MERCHANT PAYMENT ARRANGEMENTS AS OF THE
EFFECTIVE 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.
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(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 (OTHER THAN
MEDICARE ACCOUNTS AND MEDICAID ACCOUNTS) INTO THE STORE ACCOUNT OF SUCH BORROWER
USED SOLELY FOR SUCH PURPOSE IN ACCORDANCE WITH THE CURRENT PRACTICES OF SUCH
BORROWER AS OF THE EFFECTIVE DATE, BUT IN ANY EVENT NO LESS FREQUENTLY THAN
(X) ONCE EVERY FIVE (5) BUSINESS DAYS IF EXCESS AVAILABILITY IS EQUAL TO OR
GREATER THAN $250,000,000, OR (Y) ONCE EVERY THREE (3) BUSINESS DAYS IF EXCESS
AVAILABILITY IS LESS THAN $250,000,000; EXCEPT, THAT, BORROWERS MAY HAVE UP TO
$12,500,000 IN CASH IN THE AGGREGATE AT ALL RETAIL STORES IMMEDIATELY AFTER EACH
DEPOSIT OF FUNDS FROM THE STORES INTO THE APPLICABLE STORE ACCOUNTS.
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)(III) BELOW,