BORROWER'S SOLE COST AND
EXPENSE, BUT ON AGENT'S BEHALF AND FOR AGENT'S ACCOUNT, COLLECT AS AGENT'S
PROPERTY AND IN TRUST FOR AGENT ALL AMOUNTS RECEIVED ON RECEIVABLES, AND SHALL
NOT COMMINGLE SUCH COLLECTIONS WITH ANY BORROWER'S FUNDS OR USE THE SAME EXCEPT
TO PAY OBLIGATIONS.
EACH BORROWER SHALL DEPOSIT IN THE BLOCKED ACCOUNT OR, UPON
REQUEST BY AGENT, DELIVER TO AGENT, 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.
AT ANY TIME, AGENT SHALL
HAVE THE RIGHT TO SEND NOTICE OF THE ASSIGNMENT OF, AND AGENT'S SECURITY
INTEREST IN AND LIEN ON, 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 TELEGRAPH, SECRETARIAL AND
CLERICAL EXPENSES AND THE SALARIES OF ANY COLLECTION PERSONNEL USED FOR
COLLECTION, MAY BE CHARGED TO BORROWERS' ACCOUNT AND ADDED TO THE OBLIGATIONS.
(F)
POWER OF AGENT TO ACT ON BORROWERS' BEHALF.
UPON THE OCCURRENCE AND
DURING THE CONTINUATION OF A DEFAULT OR EVENT OF DEFAULT OR AS OTHERWISE
PROVIDED IN A LOCKBOX AGREEMENT BETWEEN AGENT AND ANY BORROWER, AGENT SHALL HAVE
THE RIGHT TO RECEIVE, ENDORSE, ASSIGN AND/OR DELIVER IN THE NAME OF AGENT OR ANY
BORROWER ANY AND ALL CHECKS, DRAFTS AND OTHER INSTRUMENTS FOR THE PAYMENT OF
MONEY RELATING TO THE RECEIVABLES, AND EACH BORROWER HEREBY WAIVES NOTICE OF
PRESENTMENT, PROTEST AND NON-PAYMENT OF ANY INSTRUMENT SO ENDORSED.
EACH
BORROWER HEREBY CONSTITUTES AGENT OR AGENT'S DESIGNEE AS SUCH BORROWER'S
ATTORNEY WITH POWER (I) TO ENDORSE SUCH BORROWER'S NAME UPON ANY NOTES,
ACCEPTANCES, CHECKS, DRAFTS, MONEY ORDERS OR OTHER EVIDENCES OF PAYMENT OR
COLLATERAL; (II) TO SIGN SUCH BORROWER'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 BORROWER'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
BORROWER'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 BORROWER'S
NAME ON A PROOF OF CLAIM IN BANKRUPTCY OR SIMILAR DOCUMENT AGAINST ANY CUSTOMER;
(XI) TO PREPARE, FILE AND SIGN SUCH BORROWER'S NAME ON ANY NOTICE OF LIEN,
ASSIGNMENT OR SATISFACTION OF LIEN OR SIMILAR DOCUMENT IN CONNECTION WITH THE
RECEIVABLES; AND