TO MAKE ALL PAYMENTS ON THE ACCOUNTS DIRECTLY TO A LOCKBOX
ACCOUNT DESIGNATED BY THE SECURED PARTY IN ITS SOLE DISCRETION. IF ANY GRANTOR
OR ANY DIRECTOR, OFFICER, EMPLOYEE, AGENT OF SUCH GRANTOR, OR ANY OTHER PERSON
ACTING FOR OR IN CONCERT WITH SUCH GRANTOR SHALL RECEIVE ANY MONIES, CHECKS,
NOTES, DRAFTS OR OTHER PAYMENTS RELATING TO OR AS PROCEEDS OF ACCOUNTS OR OTHER
COLLATERAL, SUCH GRANTOR AND EACH SUCH PERSON SHALL RECEIVE ALL SUCH ITEMS IN
TRUST FOR, AND AS THE SOLE AND EXCLUSIVE PROPERTY OF, THE SECURED PARTY AND,
PROMPTLY (AND IN ANY EVENT WITHIN ONE BUSINESS DAY) UPON RECEIPT THEREOF, SHALL
REMIT THE SAME (OR CAUSE THE SAME TO BE REMITTED) IN KIND TO A LOCKBOX ACCOUNT
DESIGNATED BY THE SECURED PARTY IN ITS SOLE DISCRETION, SUBJECT TO ANY RIGHTS OF
THE MX COMPANIES TO USE SUCH PROCEEDS PURSUANT TO THE MASTER ISDAS. THE
GRANTORS, JOINTLY AND SEVERALLY, AGREE TO PAY ALL FEES, COSTS AND EXPENSES IN
CONNECTION WITH OPENING AND MAINTAINING EACH ACCOUNT, CONTROL AGREEMENTS WITH
RESPECT THERETO, AND DEPOSITING FOR COLLECTION BY THE SECURED PARTY ANY CHECK OR
OTHER ITEM OF PAYMENT RECEIVED BY THE SECURED PARTY ON ACCOUNT OF THE ISDA
OBLIGATIONS. ALL OF SUCH FEES, COSTS AND EXPENSES SHALL CONSTITUTE ISDA
OBLIGATIONS HEREUNDER AND SHALL BE PAYABLE TO THE SECURED PARTY BY THE GRANTORS
UPON DEMAND. ALL CHECKS, DRAFTS, INSTRUMENTS AND OTHER ITEMS OF PAYMENT OR
PROCEEDS OF COLLATERAL SHALL BE ENDORSED BY THE APPLICABLE GRANTOR TO THE
SECURED PARTY, AND, IF THAT ENDORSEMENT OF ANY SUCH ITEM SHALL NOT BE MADE FOR
ANY REASON, THE SECURED PARTY IS HEREBY IRREVOCABLY AUTHORIZED TO ENDORSE THE
SAME ON SUCH GRANTOR'S BEHALF FOR THE PURPOSE OF THIS SECTION, EACH GRANTOR
IRREVOCABLY HEREBY MAKES, CONSTITUTES AND APPOINTS THE SECURED PARTY (AND ALL
PERSONS DESIGNATED BY THE SECURED PARTY FOR THAT PURPOSE) AS SUCH GRANTOR'S TRUE
AND LAWFUL ATTORNEY AND AGENT-IN-FACT (A) TO ENDORSE SUCH GRANTOR'S NAME UPON
SAID ITEMS OF PAYMENT AND/OR PROCEEDS OF COLLATERAL AND UPON ANY CHATTEL PAPER,
DOCUMENT, INSTRUMENT, INVOICE OR SIMILAR DOCUMENT OR AGREEMENT RELATING TO ANY
ACCOUNT OF SUCH GRANTOR OR
19
GOODS PERTAINING THERETO; (B) TO TAKE CONTROL IN ANY MANNER OF ANY ITEM OF
PAYMENT OR PROCEEDS THEREOF; AND (C) WHILE A DEFAULT OR POTENTIAL TERMINATION
EVENT HAS OCCURRED AND IS CONTINUING, TO HAVE ACCESS TO ANY LOCK BOX OR POSTAL
BOX INTO WHICH ANY OF SUCH GRANTOR'S MAIL IS DEPOSITED, AND OPEN AND PROCESS ALL
MAIL ADDRESSED TO THE SUCH GRANTOR AND DEPOSITED THEREIN. ALL AMOUNTS RECEIVED
IN ANY LOCKBOX ACCOUNT SHALL BE SWEPT AT THE END OF EACH DAY TO THE APPLICABLE
PARTY A SUB ACCOUNT UNTIL THE DISCHARGE OF ISDA OBLIGATIONS.
IN NO EVENT SHALL
ANY AMOUNT BE APPLIED UNLESS AND UNTIL SUCH AMOUNT SHALL HAVE BEEN CREDITED IN
IMMEDIATELY AVAILABLE FUNDS TO THE APPLICABLE PARTY A SUB ACCOUNT OR APPLICABLE
OPERATING ACCOUNT WITH THE APPLICABLE MASTER ISDA.
5.10
OTHER MATTERS.
(A)
IF ANY GRANTOR SHALL CAUSE TO BE DELIVERED
INVENTORY OR OTHER PROPERTY IN