LOAN LENDER AS DETERMINED PURSUANT TO A FINAL, NON-APPEALABLE ORDER OF A COURT
OF COMPETENT JURISDICTION. THE PROVISIONS OF THIS SECTION 2.2(F) SHALL SURVIVE
THE PAYMENT OF OBLIGATIONS AND THE TERMINATION OF THIS AGREEMENT.
(G)
AT ANY TIME DURING AN AVAILABILITY COMPLIANCE PERIOD, IN
CONNECTION WITH INVENTORY PURCHASED PURSUANT TO LETTER OF CREDIT ACCOMMODATIONS
DURING SUCH AVAILABILITY COMPLIANCE PERIOD, EACH BORROWER AND GUARANTOR SHALL,
AT AGENT'S REQUEST, INSTRUCT ALL SUPPLIERS, CARRIERS, FORWARDERS, CUSTOMS
BROKERS, WAREHOUSES OR OTHERS RECEIVING OR HOLDING CASH, CHECKS, INVENTORY,
DOCUMENTS OR INSTRUMENTS IN WHICH AGENT HOLDS A SECURITY INTEREST TO DELIVER
THEM TO AGENT AND/OR SUBJECT TO AGENT'S ORDER, AND IF THEY SHALL COME INTO SUCH
BORROWER'S OR GUARANTOR'S POSSESSION, TO DELIVER THEM, UPON AGENT'S REQUEST, TO
AGENT IN THEIR ORIGINAL FORM. EACH BORROWER AND GUARANTOR SHALL ALSO, AT AGENT'S
REQUEST, DESIGNATE AGENT AS THE CONSIGNEE ON ALL BILLS OF LADING AND OTHER
NEGOTIABLE AND NON-NEGOTIABLE DOCUMENTS.
44
(H)
EACH BORROWER HEREBY IRREVOCABLY AUTHORIZES AND DIRECTS ANY ISSUER
OF A LETTER OF CREDIT ACCOMMODATION TO NAME SUCH BORROWER AS THE ACCOUNT PARTY
THEREIN AND TO DELIVER TO AGENT ALL INSTRUMENTS, DOCUMENTS AND OTHER WRITINGS
AND PROPERTY RECEIVED BY ISSUER PURSUANT TO THE LETTER OF CREDIT ACCOMMODATIONS
AND TO ACCEPT AND RELY UPON AGENT'S INSTRUCTIONS AND AGREEMENTS WITH RESPECT TO
ALL MATTERS ARISING IN CONNECTION WITH THE LETTER OF CREDIT ACCOMMODATIONS OR
THE APPLICATIONS THEREFOR. NOTHING CONTAINED HEREIN SHALL BE DEEMED OR CONSTRUED
TO GRANT ANY BORROWER ANY RIGHT OR AUTHORITY TO PLEDGE THE CREDIT OF AGENT OR
ANY REVOLVING LOAN LENDER IN ANY MANNER. AGENT AND REVOLVING LOAN LENDERS SHALL
HAVE NO LIABILITY OF ANY KIND WITH RESPECT TO ANY LETTER OF CREDIT ACCOMMODATION
PROVIDED BY AN ISSUER OTHER THAN AGENT OR ANY REVOLVING LOAN LENDER UNLESS AGENT
HAS DULY EXECUTED AND DELIVERED TO SUCH ISSUER THE APPLICATION OR A GUARANTEE OR
INDEMNIFICATION IN WRITING WITH RESPECT TO SUCH LETTER OF CREDIT ACCOMMODATION.
BORROWERS SHALL BE BOUND BY ANY REASONABLE INTERPRETATION MADE IN GOOD FAITH BY
AGENT, OR ANY OTHER ISSUER OR CORRESPONDENT UNDER OR IN CONNECTION WITH ANY
LETTER OF CREDIT ACCOMMODATION OR ANY DOCUMENTS, DRAFTS OR ACCEPTANCES
THEREUNDER, NOTWITHSTANDING THAT SUCH INTERPRETATION MAY BE INCONSISTENT WITH
ANY INSTRUCTIONS FROM ANY BORROWER.
(I)
AT ANY TIME AN EVENT OF DEFAULT EXISTS OR HAS OCCURRED AND IS
CONTINUING, AGENT SHALL HAVE THE RIGHT AND AUTHORITY TO, AND NO BORROWER OR
GUARANTOR SHALL, WITHOUT THE PRIOR WRITTEN CONSENT OF AGENT, (I) APPROVE OR
RESOLVE ANY QUESTIONS OF NON-COMPLIANCE OF DOCUMENTS, (II) GIVE ANY INSTRUCTIONS
AS TO ACCEPTANCE OR REJECTION OF ANY DOCUMENTS OR GOODS, (III) EXECUTE ANY AND
ALL APPLICATIONS FOR STEAMSHIP OR AIRWAY GUARANTIES, INDEMNITIES OR DELIVERY
ORDERS, (IV) GRANT ANY EXTENSIONS OF THE MATURITY OF, TIME OF PAYMENTS FOR, OR
TIME OF PRESENTATION OF, ANY DRAFTS, ACCEPTANCES, OR DOCUMENTS, AND (V) AGREE TO
ANY AMENDMENTS, RENEWALS, EXTENSIONS, MODIFICATIONS, CHANGES OR CANCELLATIONS OF
ANY OF THE TERMS OR CONDITIONS OF ANY OF THE APPLICATIONS, LETTER OF CREDIT
ACCOMMODATIONS, OR DOCUMENTS, DRAFTS OR ACCEPTANCES THEREUNDER OR