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
19
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.
(A)
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) 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 (B) 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 GRANTOR'S ACCOUNT DEBTORS; (III) TO SIGN THE NAME OF ANY GRANTOR ON ANY
PROOF OF CLAIM IN BANKRUPTCY AGAINST ACCOUNT DEBTORS; (IV) TO THE EXTENT
RELATING TO THE COLLATERAL, TO SIGN CHANGE OF ADDRESS FORMS TO CHANGE THE
ADDRESS TO WHICH EACH GRANTOR'S MAIL IS TO BE SENT TO SUCH ADDRESS AS THE
ADMINISTRATIVE AGENT SHALL