TAKEN BY THE ADMINISTRATIVE
AGENT, OR ANY ACTION TAKEN BY THE ISSUER IF TAKEN IN GOOD FAITH, UNDER OR IN
CONNECTION WITH ANY LETTER OF CREDIT, THE GUARANTEES, THE DRAFTS OR ACCEPTANCES,
OR THE GOODS OR THE DOCUMENTS, SHALL BE BINDING ON THE BORROWERS AND SHALL NOT
PUT THE ADMINISTRATIVE AGENT IN ANY RESULTING LIABILITY TO THE BORROWERS. IN
FURTHERANCE THEREOF, THE ADMINISTRATIVE AGENT SHALL HAVE THE FULL RIGHT AND
AUTHORITY TO TAKE ANY OF THE FOLLOWING ACTIONS IN THE NAME OF THE ADMINISTRATIVE
AGENT OR ANY BORROWER (AND SUCH BORROWER AGREES THAT IT SHALL NOT HAVE THE RIGHT
TO TAKE ANY SUCH ACTION WITHOUT THE ADMINISTRATIVE AGENT'S EXPRESS ENDORSEMENT
IN WRITING): TO CLEAR AND RESOLVE ANY QUESTIONS OF NON-COMPLIANCE OF DOCUMENTS;
TO GIVE ANY INSTRUCTIONS AS TO ACCEPTANCE OR REJECTION OF ANY DOCUMENTS OR
GOODS; TO EXECUTE ANY AND ALL APPLICATIONS FOR STEAMSHIP OR AIRWAYS GUARANTEES,
RELEASES, INDEMNITIES OR DELIVERY ORDERS OR SIMILAR DOCUMENTS; TO GRANT ANY
EXTENSIONS OF THE MATURITY OF, TIME OF PAYMENT FOR, OR TIME OF PRESENTATION OF,
ANY DRAFTS, ACCEPTANCES, OR DOCUMENTS; AND TO AGREE TO ANY AMENDMENTS, RENEWALS,
EXTENSIONS, MODIFICATIONS, CHANGES OR CANCELLATIONS OF ANY OF THE TERMS OR
CONDITIONS OF ANY OF THE APPLICATIONS, LETTERS OF CREDIT, DRAFTS OR ACCEPTANCES,
ALL IN THE ADMINISTRATIVE AGENT'S SOLE NAME; AND THE ISSUER SHALL BE ENTITLED TO
COMPLY WITH AND HONOR ANY AND ALL SUCH DOCUMENTS OR INSTRUCTIONS EXECUTED BY OR
RECEIVED SOLELY FROM THE ADMINISTRATIVE AGENT, ALL WITHOUT ANY NOTICE TO OR ANY
CONSENT FROM THE BORROWERS.
(VIII)
EACH BORROWER AGREES THAT ANY NECESSARY IMPORT, EXPORT OR OTHER
LICENSES OR CERTIFICATES FOR THE IMPORT OR HANDLING OF THE GOODS WILL HAVE BEEN
PROMPTLY PROCURED; ALL FOREIGN AND DOMESTIC GOVERNMENTAL LAWS AND REGULATIONS IN
REGARD TO THE SHIPMENT AND IMPORTATION OF THE GOODS, OR THE FINANCING THEREOF
WILL HAVE BEEN PROMPTLY AND FULLY COMPILED WITH; AND ANY CERTIFICATES IN THAT
REGARD THAT THE ADMINISTRATIVE AGENT MAY AT ANY TIME REQUEST WILL BE PROMPTLY
FURNISHED. IN THIS CONNECTION, EACH BORROWER WARRANTS AND REPRESENTS THAT ALL
SHIPMENTS MADE UNDER ANY SUCH LETTER OF CREDIT WILL BE IN ACCORDANCE WITH THE
GOVERNMENTAL LAWS AND REGULATIONS OF THE COUNTRIES IN WHICH THE SHIPMENTS
ORIGINATE AND TERMINATE, AND ARE NOT PROHIBITED BY ANY SUCH LAWS AND
REGULATIONS. EACH BORROWER ASSUMES ALL RISK AND LIABILITY FOR, AND AGREES TO PAY
AND DISCHARGE, ALL PRESENT AND FUTURE
27
LOCAL, STATE, FEDERAL OR FOREIGN TAXES, DUTIES OR LEVIES. ANY EMBARGO,
RESTRICTION, LAWS, CUSTOMS OR REGULATIONS OF ANY COUNTRY, STATE, CITY OR OTHER
POLITICAL SUBDIVISION, WHERE THE GOODS ARE OR MAY BE LOCATED, OR WHEREIN
PAYMENTS ARE TO BE MADE, OR WHEREIN DRAFTS MAY BE DRAWN, NEGOTIATED, ACCEPTED,
OR PAID, SHALL BE SOLELY SUCH BORROWER'S RISK, LIABILITY AND RESPONSIBILITY.
(IX)
ANY RIGHTS, REMEDIES, DUTIES OR OBLIGATIONS GRANTED OR UNDERTAKEN
BY EACH BORROWER TO THE ISSUER IN ANY APPLICATION FOR ANY LETTER OF CREDIT, OR
ANY STANDING AGREEMENT RELATING TO ANY LETTER OF CREDIT OR OTHERWISE, SHALL BE
DEEMED TO HAVE BEEN GRANTED TO THE