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.
UPON THE OCCURRENCE
AND DURING THE CONTINUANCE OF A DEFAULT OR EVENT OF DEFAULT OR AT ANY TIME AGENT
REASONABLY BELIEVES USING ITS PERMITTED DISCRETION IT IS NECESSARY TO PROTECT
ITS RIGHTS IN THE COLLATERAL, 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.
AT ANY TIME AFTER THE OCCURRENCE AND DURING THE CONTINUANCE
OF AN EVENT OF DEFAULT, 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.
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) AT ANY TIME UNLESS OTHERWISE SPECIFIED:
(A) TO ENDORSE
SUCH BORROWER'S NAME UPON ANY NOTES, ACCEPTANCES, CHECKS, DRAFTS, MONEY ORDERS
OR OTHER EVIDENCES OF PAYMENT OR COLLATERAL; (B) AFTER THE OCCURRENCE AND DURING
THE CONTINUANCE OF AN EVENT OF DEFAULT, 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; (C) TO SEND
VERIFICATIONS OF RECEIVABLES TO ANY CUSTOMER; (D) 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; AND (E) TO RECEIVE, OPEN AND
DISPOSE OF ALL MAIL ADDRESSED TO ANY BORROWER; AND (II) AT ANY TIME FOLLOWING
THE OCCURRENCE OF A DEFAULT OR EVENT OF DEFAULT: (A) TO DEMAND PAYMENT OF THE
RECEIVABLES; (B) TO ENFORCE PAYMENT OF THE RECEIVABLES BY LEGAL PROCEEDINGS OR
OTHERWISE; (C) TO EXERCISE ALL OF SUCH BORROWER'S RIGHTS AND REMEDIES WITH
RESPECT TO THE COLLECTION OF THE RECEIVABLES AND ANY OTHER COLLATERAL; (D) TO
SETTLE, ADJUST, COMPROMISE, EXTEND OR RENEW THE RECEIVABLES; (E) TO SETTLE,
ADJUST OR COMPROMISE ANY LEGAL PROCEEDINGS BROUGHT