EXCEPT 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 (WHICH
AMOUNTS, TOGETHER WITH ALL AMOUNTS HELD AT THE RETAIL STORE LOCATIONS AND NOT
YET DEPOSITED IN THE STORE ACCOUNTS, SHALL NOT IN THE AGGREGATE EXCEED
$12,500,000 AT ANY ONE TIME, EXCEPT
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 EXCEPT
AS ADMINISTRATIVE AGENT MAY OTHERWISE
AGREE; PROVIDED, THAT, THE $12,500,000 AMOUNT REFERENCED ABOVE SHALL BE
AUTOMATICALLY INCREASED IF THE AGGREGATE NUMBER OF RETAIL STORE LOCATIONS OF
BORROWERS INCREASES FROM THE AGGREGATE NET NUMBER OF RETAIL STORE LOCATIONS OF
BORROWERS THAT EXIST ON THE DATE OF THIS AGREEMENT, BY A PRO RATA AMOUNT BASED
ON SUCH INCREASE.
(II)
EACH BORROWER SHALL ESTABLISH AND MAINTAIN A SEPARATE LOCKBOX AND
RELATED DEPOSIT ACCOUNT INTO WHICH SUCH BORROWER SHALL PROMPTLY DEPOSIT, AND
SHALL DIRECT EACH FISCAL INTERMEDIARY OR OTHER THIRD PARTY PAYOR IN ACCORDANCE
WITH THE APPLICABLE MEDICARE AND MEDICAID REGULATIONS TO DIRECTLY REMIT, ALL
PAYMENTS IN RESPECT OF ANY MEDICARE ACCOUNTS OR MEDICAID ACCOUNTS.
SUCH
SEPARATE LOCKBOXES AND RELATED DEPOSIT ACCOUNTS SHALL ONLY BE USED FOR PURPOSES
OF RECEIVING PAYMENTS IN RESPECT OF MEDICARE ACCOUNTS AND MEDICAID ACCOUNTS AND
SHALL BE UNDER THE SOLE CONTROL OF THE APPLICABLE BORROWER; PROVIDED, THAT, (A)
BORROWERS SHALL AUTHORIZE, DIRECT AND INSTRUCT THE DEPOSITORY BANKS AT WHICH
SUCH SEPARATE LOCKBOXES AND DEPOSIT ACCOUNTS ARE MAINTAINED TO REMIT BY FEDERAL
FUNDS WIRE TRANSFER ALL FUNDS RECEIVED OR DEPOSITED INTO SUCH LOCKBOXES AND
RELATED DEPOSIT ACCOUNTS AMOUNTS ON DEPOSIT IN SUCH ACCOUNTS ON A DAILY BASIS TO
ONE OF THE BLOCKED ACCOUNTS OR SUCH BANK ACCOUNT OF ADMINISTRATIVE AGENT AS
ADMINISTRATIVE AGENT MAY FROM TIME TO TIME DESIGNATE FOR SUCH PURPOSE, WHICH
INSTRUCTIONS BY BORROWERS TO SUCH BANKS MAY ONLY BE CHANGED AFTER NOT LESS THAN
THREE (3) BUSINESS DAYS' PRIOR WRITTEN NOTICE TO SUCH BANKS AND ADMINISTRATIVE
AGENT AND (B) ANY CHANGE IN SUCH INSTRUCTIONS WITHOUT THE PRIOR WRITTEN CONSENT
OF ADMINISTRATIVE AGENT SHALL BE AN EVENT OF DEFAULT HEREUNDER.
(III)
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