ON EACH INVOICE DIRECTING ITS
CUSTOMERS TO MAKE PAYMENT TO SUCH POST OFFICE BOX.
THE GRANTOR HEREBY
AUTHORIZES AND DIRECTS THE SECURED PARTY TO DEPOSIT INTO A SPECIAL COLLATERAL
ACCOUNT TO BE ESTABLISHED AND MAINTAINED WITH THE SECURED PARTY ALL CHECKS,
DRAFTS AND CASH PAYMENTS, RECEIVED IN SAID LOCK BOX.
ALL DEPOSITS IN SAID
COLLATERAL ACCOUNT SHALL CONSTITUTE PROCEEDS OF COLLATERAL AND SHALL NOT
CONSTITUTE PAYMENT OF ANY OF THE SECURED OBLIGATIONS.
AT ITS OPTION, THE
SECURED PARTY MAY, AT ANY TIME, APPLY FINALLY COLLECTED FUNDS ON DEPOSIT IN SAID
COLLATERAL ACCOUNT TO THE PAYMENT OF THE SECURED OBLIGATIONS IN SUCH ORDER OF
APPLICATION AS THE SECURED PARTY MAY DETERMINE, OR PERMIT THE GRANTOR TO
WITHDRAW ALL OR ANY PART OF THE BALANCE ON DEPOSIT IN SAID COLLATERAL ACCOUNT.
IF A COLLATERAL ACCOUNT IS SO ESTABLISHED THE GRANTOR AGREES THAT IT WILL
PROMPTLY DELIVER TO THE SECURED PARTY FOR DEPOSIT INTO SAID COLLATERAL ACCOUNT,
ALL PAYMENTS ON ACCOUNTS AND CHATTEL PAPER RECEIVED BY IT.
ALL SUCH PAYMENTS
SHALL BE DELIVERED TO THE SECURED PARTY IN THE FORM RECEIVED (EXCEPT FOR THE
GRANTOR'S ENDORSEMENT WHERE NECESSARY).
UNTIL SO DEPOSITED, ALL PAYMENTS ON
ACCOUNTS AND CHATTEL PAPER RECEIVED BY THE GRANTOR SHALL BE HELD IN TRUST BY THE
GRANTOR FOR AND AS THE PROPERTY OF THE SECURED PARTY AND SHALL NOT BE COMMINGLED
WITH ANY FUNDS OR PROPERTY OF THE GRANTOR.
5.
REMEDIES.
UPON THE OCCURRENCE OF AN
EVENT OF DEFAULT UNDER THE LOAN AGREEMENT, AND AT ANY TIME THEREAFTER, THE
SECURED PARTY MAY EXERCISE ANY ONE OR MORE OF THE FOLLOWING RIGHTS OR REMEDIES
IF ANY OR ALL OF THE SECURED OBLIGATIONS ARE NOT PAID WHEN DUE: (I) EXERCISE AND
ENFORCE ANY OR ALL RIGHTS AND REMEDIES AVAILABLE AFTER DEFAULT TO A SECURED
PARTY UNDER THE UNIFORM COMMERCIAL CODE, INCLUDING BUT NOT LIMITED TO THE RIGHT
TO TAKE POSSESSION OF ANY COLLATERAL, PROCEEDING WITHOUT JUDICIAL PROCESS OR BY
JUDICIAL PROCESS (WITHOUT A PRIOR HEARING OR NOTICE THEREOF, WHICH THE GRANTOR
HEREBY EXPRESSLY WAIVES), AND THE RIGHT TO SELL, LEASE OR OTHERWISE DISPOSE OF
OR USE ANY OR ALL OF THE COLLATERAL; (II) THE SECURED PARTY MAY REQUIRE THE
GRANTOR TO ASSEMBLE THE COLLATERAL AND MAKE IT AVAILABLE TO THE SECURED PARTY AT
A PLACE TO BE DESIGNATED BY THE SECURED PARTY WHICH IS REASONABLY CONVENIENT TO
BOTH PARTIES; (III) EXERCISE ITS RIGHTS UNDER ANY LESSORS' AGREEMENTS REGARDLESS
OF WHETHER OR NOT THE GRANTOR IS IN DEFAULT UNDER SUCH LEASES; AND (IV) EXERCISE
OR ENFORCE ANY OR ALL OTHER RIGHTS OR REMEDIES AVAILABLE TO THE SECURED PARTY BY
LAW OR AGREEMENT AGAINST THE COLLATERAL, AGAINST THE GRANTOR OR AGAINST ANY
OTHER PERSON OR PROPERTY.
THE SECURED PARTY IS HEREBY GRANTED A NON-EXCLUSIVE,
WORLDWIDE AND ROYALTY-FREE LICENSE TO USE OR OTHERWISE EXPLOIT ALL TRADEMARKS,
FRANCHISES, COPYRIGHTS AND PATENTS OF THE
5
GRANTOR THAT THE SECURED PARTY DEEMS NECESSARY OR APPROPRIATE TO THE DISPOSITION
OF ANY COLLATERAL.
IF NOTICE TO THE GRANTOR OF ANY INTENDED DISPOSITION OF
COLLATERAL OR ANY OTHER INTENDED ACTION