(XII) 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 (INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO AN ACT OR INACTION ARISING
FROM AGENT'S NEGLIGENCE OR STRICT LIABILITY), 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 TO CHANGE THE ADDRESS FOR DELIVERY OF MAIL ADDRESSED TO ANY
BORROWER TO SUCH ADDRESS AS AGENT MAY DESIGNATE AND TO RECEIVE, OPEN AND DISPOSE
OF ALL MAIL ADDRESSED TO ANY BORROWER.
56
(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 (INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO AN
ACT OR INACTION ARISING FROM AGENT'S OR ANY LENDER'S NEGLIGENCE OR STRICT
LIABILITY BUT NOT AGENT'S OR ANY LENDER'S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT) 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.
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 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,
FULL DOMINION ACCOUNT OR SUCH OTHER "BLOCKED ACCOUNT" IN WHICH NO BORROWER HAS
ACCESS TO THE FUNDS CONTAINED THEREIN ("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 (OTHER THAN EXPLORATION), AGENT AND EACH BLOCKED ACCOUNT BANK SHALL
ENTER INTO A DEPOSIT ACCOUNT CONTROL AGREEMENT IN FORM AND SUBSTANCE
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.
EXPLORATION SHALL ENTER INTO A DEPOSIT ACCOUNT CONTROL AGREEMENT WITH AGENT AND
EACH BLOCKED ACCOUNT BANK IN FORM AND SUBSTANCE SATISFACTORY