BLOCKED ACCOUNT OR, UPON REQUEST BY AGENT, DELIVER TO
AGENT, IN ORIGINAL FORM AND WITHIN TWO (2) BUSINESS DAYS OF THE DATE OF RECEIPT
THEREOF, ALL CHECKS, DRAFTS, NOTES, MONEY ORDERS, ACCEPTANCES, CASH AND OTHER
EVIDENCES OF INDEBTEDNESS; PROVIDED THAT WITH RESPECT TO DEMINIMUS AMOUNTS OF
CASH RECEIVED BY BORROWERS FROM TIME TO TIME, BORROWERS MAY DEPOSIT SUCH AMOUNTS
INTO A DEPOSIT ACCOUNT OF BORROWERS' MAINTAINED WITH AGENT AND HAVE SUCH AMOUNTS
TRANSFERRED TO THE BLOCKED ACCOUNT.
(E)
NOTIFICATION OF ASSIGNMENT OF RECEIVABLES.
AT ANY TIME AFTER THE
OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT, OR IF AGENT IN
ITS REASONABLE BUSINESS JUDGMENT BELIEVES PROCEEDS OF COLLATERAL ARE BEING
IMPAIRED OR DIVERTED, 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.
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: (A) TO ENDORSE SUCH BORROWER'S NAME UPON
ANY NOTES, ACCEPTANCES, CHECKS, DRAFTS, MONEY ORDERS OR OTHER EVIDENCES OF
PAYMENT OR COLLATERAL; (B) 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 AND DURING THE
CONTINUATION OF A DEFAULT OR EVENT OF DEFAULT; (F) TO DEMAND PAYMENT OF THE
RECEIVABLES; (G) TO ENFORCE PAYMENT OF THE RECEIVABLES BY LEGAL PROCEEDINGS OR
OTHERWISE; (H) TO EXERCISE ALL OF SUCH BORROWER'S RIGHTS AND REMEDIES WITH
RESPECT TO THE COLLECTION OF THE
52
RECEIVABLES AND ANY OTHER COLLATERAL; (I) TO SETTLE, ADJUST, COMPROMISE, EXTEND
OR RENEW THE RECEIVABLES; (J) TO SETTLE, ADJUST OR COMPROMISE ANY LEGAL
PROCEEDINGS BROUGHT TO COLLECT RECEIVABLES; (K) TO PREPARE, FILE AND SIGN SUCH
BORROWER'S NAME ON A PROOF OF CLAIM IN BANKRUPTCY