THE FACTORING AGREEMENT (AS APPLICABLE WITH RESPECT TO
THE ELIGIBLE FACTORED RECEIVABLES) DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, AGENT SHALL HAVE THE RIGHT TO SEND NOTICE OF THE ASSIGNMENT OF, AND
AGENT'S SECURITY INTEREST IN, THE RECEIVABLES TO ANY AND ALL CUSTOMERS OR ANY
THIRD PARTY HOLDING OR OTHERWISE CONCERNED WITH ANY OF THE COLLATERAL.
THEREAFTER, AGENT SHALL HAVE THE SOLE RIGHT TO COLLECT THE RECEIVABLES, TAKE
POSSESSION OF THE COLLATERAL, OR BOTH. AGENT'S ACTUAL COLLECTION EXPENSES,
INCLUDING, BUT NOT LIMITED TO, STATIONERY AND POSTAGE, TELEPHONE AND TELECOPY,
SECRETARIAL AND CLERICAL EXPENSES AND THE SALARIES OF ANY COLLECTION PERSONNEL
USED FOR COLLECTION SHALL BE ADDED TO THE OBLIGATIONS AND PAYABLE UPON DEMAND.
(F)
POWER OF AGENT TO ACT ON LOAN PARTIES'
BEHALF.
SUBJECT TO THE TERMS OF THE FACTORING AGREEMENT (AS APPLICABLE WITH
RESPECT TO THE ELIGIBLE FACTORED RECEIVABLES), AGENT SHALL HAVE THE RIGHT TO
RECEIVE, ENDORSE, ASSIGN AND/OR DELIVER IN THE NAME OF AGENT OR ANY LOAN PARTY
ANY AND ALL CHECKS, DRAFTS AND OTHER INSTRUMENTS FOR THE PAYMENT OF MONEY
RELATING TO THE RECEIVABLES, AND EACH LOAN PARTY HEREBY WAIVES NOTICE OF
PRESENTMENT, PROTEST AND NON-PAYMENT OF ANY INSTRUMENT SO ENDORSED.
SUBJECT TO
THE TERMS OF THE FACTORING AGREEMENT (AS APPLICABLE WITH RESPECT TO THE ELIGIBLE
FACTORED RECEIVABLES), EACH LOAN PARTY HEREBY CONSTITUTES AGENT OR AGENT'S
DESIGNEE AS SUCH LOAN PARTY'S ATTORNEY WITH POWER (I) TO ENDORSE SUCH LOAN
PARTY'S NAME UPON ANY NOTES, ACCEPTANCES, CHECKS, DRAFTS, MONEY ORDERS OR OTHER
EVIDENCES OF PAYMENT OR COLLATERAL; (II) TO SIGN SUCH LOAN PARTY'S NAME ON ANY
INVOICE OR BILL OF LADING RELATING TO ANY OF THE RECEIVABLES, DRAFTS AGAINST
CUSTOMERS, ASSIGNMENTS AND VERIFICATIONS OF RECEIVABLES; (III) TO SEND
VERIFICATIONS OF RECEIVABLES TO ANY CUSTOMER; (IV) TO SIGN SUCH LOAN PARTY'S
NAME ON ALL FINANCING STATEMENTS OR ANY OTHER DOCUMENTS OR INSTRUMENTS DEEMED
NECESSARY OR APPROPRIATE BY AGENT TO PRESERVE, PROTECT, OR PERFECT AGENT'S
INTEREST IN THE COLLATERAL AND TO FILE SAME; (V) TO DEMAND PAYMENT OF THE
RECEIVABLES; (VI) TO ENFORCE PAYMENT OF THE RECEIVABLES BY LEGAL PROCEEDINGS OR
OTHERWISE; (VII) TO EXERCISE ALL OF SUCH LOAN PARTY'S RIGHTS AND REMEDIES WITH
RESPECT TO THE COLLECTION OF THE RECEIVABLES AND ANY OTHER COLLATERAL; (VIII) TO
SETTLE, ADJUST, COMPROMISE, EXTEND OR RENEW THE RECEIVABLES; (IX) TO SETTLE,
ADJUST OR COMPROMISE ANY LEGAL PROCEEDINGS BROUGHT TO COLLECT RECEIVABLES;
(X) TO PREPARE, FILE AND SIGN SUCH LOAN PARTY'S NAME ON A PROOF OF CLAIM IN
BANKRUPTCY OR SIMILAR DOCUMENT AGAINST ANY CUSTOMER; (XI) TO PREPARE, FILE AND
SIGN SUCH LOAN PARTY'S NAME ON ANY NOTICE OF LIEN, ASSIGNMENT OR SATISFACTION OF
LIEN OR SIMILAR DOCUMENT IN CONNECTION WITH THE RECEIVABLES; AND (XII) TO DO ALL
OTHER ACTS AND THINGS NECESSARY TO CARRY OUT THIS AGREEMENT.
AGENT SHALL NOT
EXERCISE THE POWER OF ATTORNEY UNDER CLAUSES (V), (VI), (VII), (VIII), (IX) OR
(X) UNLESS AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING.
ALL ACTS OF SAID
ATTORNEY OR DESIGNEE ARE HEREBY RATIFIED AND APPROVED, AND SAID ATTORNEY OR
DESIGNEE SHALL