OR INVENTORY EITHER
DIRECTLY TO A COLLECTION DEPOSIT ACCOUNT OR A CASH CONCENTRATION ACCOUNT;
PROVIDED THAT CREDIT CARD PAYMENTS SHALL BE MADE DIRECTLY TO THE CASH
CONCENTRATION ACCOUNT.
(B)
IN THE EVENT THAT A GRANTOR DIRECTLY RECEIVES ANY DAILY RECEIPTS DURING
THE CASH COLLECTION PERIOD, NOTWITHSTANDING THE ARRANGEMENTS FOR PAYMENT
DIRECTLY INTO THE COLLECTION DEPOSIT ACCOUNTS PURSUANT TO SECTION 5.02, SUCH
REMITTANCES SHALL BE HELD FOR THE BENEFIT OF THE COLLATERAL AGENT AND THE
SECURED PARTIES AND SHALL BE SEGREGATED FROM OTHER FUNDS OF SUCH GRANTOR,
SUBJECT TO THE SECURITY INTEREST GRANTED HEREBY, AND SUCH GRANTOR SHALL CAUSE
SUCH REMITTANCES AND PAYMENTS TO BE DEPOSITED INTO A COLLECTION DEPOSIT ACCOUNT
OR A CASH CONCENTRATION ACCOUNT, AS APPLICABLE, AS SOON AS PRACTICABLE AFTER
SUCH GRANTOR'S RECEIPT THEREOF.
(C)
WITHOUT THE PRIOR WRITTEN CONSENT OF THE COLLATERAL AGENT, NO GRANTOR
SHALL, UNDER ANY CIRCUMSTANCES WHATSOEVER, CHANGE THE GENERAL INSTRUCTIONS GIVEN
TO ACCOUNT DEBTORS AND OTHER PERSONS OBLIGATED TO MAKE PAYMENTS WITH RESPECT TO
THE ACCOUNTS RECEIVABLE OR INVENTORY REGARDING THE DEPOSIT OF PAYMENTS WITH
RESPECT TO THE ACCOUNTS RECEIVABLE OR INVENTORY IN A COLLECTION DEPOSIT ACCOUNT
OR A CASH CONCENTRATION ACCOUNT, AS APPLICABLE.
EACH GRANTOR SHALL, AND THE
COLLATERAL AGENT HEREBY AUTHORIZES EACH GRANTOR TO, ENFORCE AND COLLECT ALL
AMOUNTS OWING WITH RESPECT TO THE ACCOUNTS RECEIVABLE OR INVENTORY FOR THE
BENEFIT AND ON BEHALF OF THE COLLATERAL AGENT AND THE OTHER SECURED PARTIES;
PROVIDED, HOWEVER, THAT SUCH PRIVILEGE MAY AT THE OPTION OF THE COLLATERAL AGENT
BE TERMINATED UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT.
ARTICLE VI
POWER OF ATTORNEY
SECTION 6.01.
EACH GRANTOR IRREVOCABLY MAKES, CONSTITUTES AND APPOINTS THE
COLLATERAL AGENT (AND ALL OFFICERS, EMPLOYEES OR AGENTS DESIGNATED BY THE
COLLATERAL AGENT) AS SUCH GRANTOR'S TRUE AND LAWFUL AGENT AND ATTORNEY-IN-FACT,
AND IN SUCH CAPACITY THE COLLATERAL AGENT SHALL HAVE THE RIGHT, WITH POWER OF
SUBSTITUTION FOR EACH GRANTOR AND IN EACH GRANTOR'S NAME OR OTHERWISE, FOR THE
USE AND BENEFIT OF THE COLLATERAL AGENT AND THE SECURED PARTIES, UPON THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT (A) TO RECEIVE,
ENDORSE, ASSIGN AND/OR DELIVER ANY AND ALL NOTES, ACCEPTANCES, CHECKS, DRAFTS,
MONEY ORDERS OR OTHER EVIDENCES OF PAYMENT RELATING TO THE COLLATERAL OR ANY
PART THEREOF; (B) TO DEMAND, COLLECT, RECEIVE PAYMENT OF, GIVE RECEIPT FOR AND
GIVE DISCHARGES AND RELEASES OF ALL OR ANY OF THE COLLATERAL; (C) TO SIGN THE
NAME OF
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ANY GRANTOR ON ANY INVOICE OR BILL OF LADING RELATING TO ANY OF THE COLLATERAL;
(D) TO SEND VERIFICATIONS OF ACCOUNTS RECEIVABLE TO ANY ACCOUNT DEBTOR; (E) TO
COMMENCE AND PROSECUTE ANY AND ALL SUITS, ACTIONS OR PROCEEDINGS AT LAW OR IN
EQUITY IN ANY COURT OF COMPETENT JURISDICTION TO COLLECT OR OTHERWISE REALIZE ON
ALL OR ANY OF THE COLLATERAL OR TO ENFORCE ANY RIGHTS IN RESPECT OF ANY
COLLATERAL; (F) TO SETTLE, COMPROMISE, COMPOUND, ADJUST OR DEFEND ANY ACTIONS,
SUITS OR PROCEEDINGS RELATING TO ALL OR ANY OF THE COLLATERAL; (G) TO NOTIFY,