TERMS OF THE FACTORING AGREEMENT (AS APPLICABLE WITH
RESPECT TO THE ELIGIBLE FACTORED RECEIVABLES), COLLECT OR CAUSE FACTOR TO
COLLECT AS AGENT'S PROPERTY AND IN TRUST FOR AGENT ALL AMOUNTS RECEIVED ON
RECEIVABLES, AND SHALL NOT COMMINGLE SUCH COLLECTIONS WITH ANY LOAN PARTY'S
FUNDS OR USE THE SAME EXCEPT TO PAY OBLIGATIONS.
EACH LOAN PARTY SHALL, UPON
REQUEST, DELIVER TO AGENT, OR DEPOSIT IN THE BLOCKED ACCOUNT, IN ORIGINAL FORM
AND ON THE DATE OF RECEIPT THEREOF, ALL CHECKS, DRAFTS, NOTES, MONEY ORDERS,
ACCEPTANCES, CASH AND OTHER EVIDENCES OF INDEBTEDNESS.
(E)
NOTIFICATION OF ASSIGNMENT OF RECEIVABLES.
SUBJECT TO THE TERMS
OF 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, MAY BE CHARGED TO
BORROWER'S ACCOUNT AND ADDED TO THE OBLIGATIONS.
(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
46
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