OR SIMILAR DOCUMENT AGAINST
ANY CUSTOMER; (L) 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 (M) TO DO ALL OTHER ACTS AND THINGS NECESSARY TO CARRY
OUT THIS AGREEMENT.
ALL ACTS OF SAID ATTORNEY OR DESIGNEE ARE HEREBY RATIFIED
AND APPROVED, AND SAID ATTORNEY OR DESIGNEE SHALL NOT BE LIABLE FOR ANY ACTS OF
OMISSION OR COMMISSION NOR FOR ANY ERROR OF JUDGMENT OR MISTAKE OF FACT OR OF
LAW, UNLESS DONE MALICIOUSLY OR WITH GROSS (NOT MERE) NEGLIGENCE (AS DETERMINED
BY A COURT OF COMPETENT JURISDICTION IN A FINAL NON-APPEALABLE JUDGMENT); THIS
POWER BEING COUPLED WITH AN INTEREST IS IRREVOCABLE WHILE ANY OF THE OBLIGATIONS
REMAIN UNPAID.
AGENT SHALL HAVE THE RIGHT AT ANY TIME FOLLOWING THE OCCURRENCE
AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT TO CHANGE THE ADDRESS FOR
DELIVERY OF MAIL ADDRESSED TO ANY BORROWER.
(G)
NO LIABILITY.
NEITHER AGENT NOR ANY LENDER SHALL, UNDER ANY
CIRCUMSTANCES OR IN ANY EVENT WHATSOEVER, HAVE ANY LIABILITY FOR ANY ERROR OR
OMISSION OR DELAY OF ANY KIND OCCURRING IN THE SETTLEMENT, COLLECTION OR PAYMENT
OF ANY OF THE RECEIVABLES OR ANY INSTRUMENT RECEIVED IN PAYMENT THEREOF, OR FOR
ANY DAMAGE RESULTING THEREFROM.
FOLLOWING THE OCCURRENCE AND DURING THE
CONTINUATION OF AN EVENT OF DEFAULT AGENT MAY, WITHOUT NOTICE OR CONSENT FROM
ANY BORROWER, SUE UPON OR OTHERWISE COLLECT, EXTEND THE TIME OF PAYMENT OF,
COMPROMISE OR SETTLE FOR CASH, CREDIT OR UPON ANY TERMS ANY OF THE RECEIVABLES
OR ANY OTHER SECURITIES, INSTRUMENTS OR INSURANCE APPLICABLE THERETO AND/OR
RELEASE ANY OBLIGOR THEREOF.
AGENT IS AUTHORIZED AND EMPOWERED TO ACCEPT
FOLLOWING THE OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT THE
RETURN OF THE GOODS REPRESENTED BY ANY OF THE RECEIVABLES, WITHOUT NOTICE TO OR
CONSENT BY ANY BORROWER, ALL WITHOUT DISCHARGING OR IN ANY WAY AFFECTING ANY
BORROWER'S LIABILITY HEREUNDER.
(H)
ESTABLISHMENT OF A LOCKBOX ACCOUNT, DOMINION ACCOUNT.
ALL
PROCEEDS OF COLLATERAL SHALL BE DEPOSITED BY BORROWERS INTO EITHER (I) A LOCKBOX
ACCOUNT, DOMINION ACCOUNT OR SUCH OTHER "BLOCKED ACCOUNT" ("BLOCKED ACCOUNTS")
ESTABLISHED AT A BANK OR BANKS (EACH SUCH BANK, A "BLOCKED ACCOUNT BANK")
PURSUANT TO AN ARRANGEMENT WITH SUCH BLOCKED ACCOUNT BANK AS MAY BE SELECTED BY
BORROWING AGENT AND BE ACCEPTABLE TO AGENT OR (II) DEPOSITORY ACCOUNTS
("DEPOSITORY ACCOUNTS") ESTABLISHED AT THE AGENT FOR THE DEPOSIT OF SUCH
PROCEEDS.
EACH APPLICABLE BORROWER, AGENT AND EACH BLOCKED ACCOUNT BANK SHALL
ENTER INTO A DEPOSIT ACCOUNT CONTROL AGREEMENT IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO AGENT DIRECTING SUCH BLOCKED ACCOUNT BANK, TO TRANSFER SUCH
FUNDS SO DEPOSITED TO AGENT, EITHER TO ANY ACCOUNT MAINTAINED BY AGENT AT SAID
BLOCKED ACCOUNT BANK OR BY WIRE TRANSFER TO APPROPRIATE ACCOUNT(S) OF AGENT.
ALL FUNDS DEPOSITED IN SUCH BLOCKED ACCOUNTS SHALL IMMEDIATELY BECOME THE
PROPERTY OF AGENT (IT BEING UNDERSTOOD THAT IF THERE ARE NO OUTSTANDING CASH
ADVANCES AND NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND