WITH EACH GRANTOR THAT THE ADMINISTRATIVE AGENT SHALL NOT GIVE ANY SUCH
INSTRUCTIONS OR WITHHOLD ANY WITHDRAWAL RIGHTS FROM ANY GRANTOR UNLESS AN EVENT
OF
19
DEFAULT HAS OCCURRED AND IS CONTINUING.
WITHOUT THE PRIOR WRITTEN CONSENT OF
THE ADMINISTRATIVE AGENT, NO GRANTOR SHALL MODIFY OR AMEND THE INSTRUCTIONS
PURSUANT TO ANY BLOCKED ACCOUNT AGREEMENT.
(B)
THE GRANTORS SHALL CAUSE THE ACH OR WIRE TRANSFER TO A
CONCENTRATION ACCOUNT, NO LESS FREQUENTLY THAN DAILY, OF THE THEN CONTENTS OF
EACH DEPOSIT ACCOUNT, EACH SUCH TRANSFER TO BE NET OF ANY MINIMUM BALANCE, NOT
TO EXCEED $10,000, AS MAY BE REQUIRED TO BE MAINTAINED IN THE SUBJECT DEPOSIT
ACCOUNT BY THE BANK AT WHICH SUCH DEPOSIT ACCOUNT IS MAINTAINED; PROVIDED,
HOWEVER, TO THE EXTENT A DEPOSIT ACCOUNT IS MAINTAINED FOR THE DEPOSIT OF THE
RECEIPTS OF A STORE, AND SUCH DEPOSIT ACCOUNT IS MAINTAINED WITH A BANK THAT
EITHER DOES NOT PROVIDE DAILY BALANCE INFORMATION FOR SUCH DEPOSIT ACCOUNT OR
CANNOT ACCOMMODATE DAILY ACH OR WIRE TRANSFERS AND THERE IS NOT A SUITABLE
REPLACEMENT BANK REASONABLY AVAILABLE FOR SUCH STORE, THEN SUCH DEPOSIT ACCOUNT
MAY BE SWEPT ON A MONTHLY, RATHER THAN DAILY BASIS; PROVIDED, FURTHER, THAT
(X) THE NUMBER OF SUCH DEPOSIT ACCOUNTS SWEPT ON A MONTHLY BASIS SHALL NOT
EXCEED 5% OF ALL OF THE STORE DEPOSIT ACCOUNTS AND (Y) THE AGGREGATE AMOUNTS
MAINTAINED IN SUCH DEPOSIT ACCOUNTS SHALL NOT EXCEED $5,000,000 AT ANY TIME.
SECTION 5.02.
POWER OF ATTORNEY.
EACH GRANTOR HEREBY IRREVOCABLY MAKES,
CONSTITUTES AND APPOINTS THE ADMINISTRATIVE AGENT (AND ALL OFFICERS, EMPLOYEES
OR AGENTS DESIGNATED BY THE ADMINISTRATIVE AGENT) AS SUCH GRANTOR'S TRUE AND
LAWFUL AGENT AND ATTORNEY-IN-FACT, AND IN SUCH CAPACITY THE ADMINISTRATIVE 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 ADMINISTRATIVE AGENT
AND THE CREDIT PARTIES, (A) AT ANY TIME, WHETHER OR NOT A DEFAULT OR EVENT OF
DEFAULT HAS OCCURRED, TO TAKE ACTIONS REQUIRED TO BE TAKEN BY THE GRANTORS UNDER
SECTION 2.01 OF THIS AGREEMENT, (B) UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT OR AS OTHERWISE PERMITTED UNDER THE CREDIT
AGREEMENT, (I) 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; (II) TO DEMAND, COLLECT, RECEIVE PAYMENT
OF, GIVE RECEIPT FOR AND GIVE DISCHARGES AND RELEASES OF ALL OR ANY OF THE
COLLATERAL; AND (III) TO TAKE ACTIONS REQUIRED TO BE TAKEN BY GRANTORS IN
SECTION 5.01; AND (C) UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT
OF DEFAULT OR AS OTHERWISE PERMITTED IN THE CREDIT AGREEMENT, (I) TO SIGN THE
NAME OF ANY GRANTOR ON ANY INVOICES, SCHEDULES OF COLLATERAL, FREIGHT OR EXPRESS
RECEIPTS, OR BILLS OF LADING STORAGE RECEIPTS, WAREHOUSE RECEIPTS OR OTHER
DOCUMENTS OF TITLE RELATING TO ANY OF THE COLLATERAL; (II) TO SIGN THE NAME OF
ANY GRANTOR ON ANY NOTICE TO SUCH