AGENT.
EACH BORROWER AND GUARANTOR ASSUMES ALL RISKS
FOR, AND AGREES TO PAY, ALL FOREIGN, FEDERAL, STATE AND LOCAL TAXES, DUTIES AND
LEVIES RELATING TO ANY GOODS SUBJECT TO ANY LETTER OF CREDIT ACCOMMODATIONS OR
ANY DOCUMENTS, DRAFTS OR ACCEPTANCES THEREUNDER.
EACH BORROWER AND GUARANTOR
HEREBY RELEASES AND HOLDS ADMINISTRATIVE AGENT AND LENDERS HARMLESS FROM AND
AGAINST ANY ACTS, WAIVERS, ERRORS, DELAYS OR OMISSIONS, WHETHER CAUSED BY ANY
BORROWER, GUARANTOR, BY ANY ISSUER OR CORRESPONDENT OR OTHERWISE WITH RESPECT TO
OR RELATING TO ANY LETTER OF CREDIT ACCOMMODATION, EXCEPT TO THE EXTENT
RESULTING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ADMINISTRATIVE
AGENT OR ANY LENDER AS DETERMINED PURSUANT TO A FINAL, NON-APPEALABLE ORDER OF A
COURT OF COMPETENT JURISDICTION.
THE PROVISIONS OF THIS SECTION 2.4(F) SHALL
SURVIVE THE PAYMENT OF OBLIGATIONS AND THE TERMINATION OF THIS AGREEMENT.
(G)
IN CONNECTION WITH INVENTORY PURCHASED PURSUANT TO LETTER OF CREDIT
ACCOMMODATIONS, BORROWERS AND GUARANTORS SHALL, AT ADMINISTRATIVE AGENT'S
REQUEST, INSTRUCT ALL SUPPLIERS, CARRIERS, FORWARDERS, CUSTOMS BROKERS,
WAREHOUSES OR OTHERS RECEIVING OR HOLDING CASH, CHECKS, INVENTORY, DOCUMENTS OR
INSTRUMENTS IN WHICH ADMINISTRATIVE AGENT HOLDS A SECURITY INTEREST TO, AT SUCH
TIME AS ADMINISTRATIVE AGENT MAY REQUEST, DELIVER THEM TO ADMINISTRATIVE AGENT
AND/OR SUBJECT TO ADMINISTRATIVE AGENT'S ORDER, AND IF THEY SHALL COME INTO SUCH
BORROWER'S OR GUARANTOR'S POSSESSION, TO DELIVER THEM, UPON ADMINISTRATIVE
AGENT'S REQUEST, TO ADMINISTRATIVE AGENT IN THEIR ORIGINAL FORM, PROVIDED, THAT,
ADMINISTRATIVE AGENT SHALL NOT EXERCISE ITS RIGHTS UNDER THIS CLAUSE (G) TO HAVE
SUCH PERSONS DELIVER ANY CASH, CHECKS OR INVENTORY TO ADMINISTRATIVE AGENT
UNLESS A DEFAULT OR EVENT OF DEFAULT SHALL EXIST OR HAVE OCCURRED AND BE
CONTINUING.
BORROWERS AND GUARANTORS SHALL ALSO, AT ADMINISTRATIVE AGENT'S
REQUEST, DESIGNATE ADMINISTRATIVE AGENT AS THE CONSIGNEE ON ALL BILLS OF LADING
AND OTHER NEGOTIABLE AND NON-NEGOTIABLE DOCUMENTS.
(H)
EACH BORROWER AND GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND DIRECTS
ANY ISSUER OF A LETTER OF CREDIT ACCOMMODATION TO NAME SUCH BORROWER OR
GUARANTOR AS THE ACCOUNT PARTY THEREIN AND TO DELIVER TO ADMINISTRATIVE 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
ADMINISTRATIVE 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 OR GUARANTOR ANY RIGHT OR AUTHORITY TO PLEDGE THE CREDIT OF
ADMINISTRATIVE AGENT OR ANY LENDER IN ANY MANNER.
ADMINISTRATIVE AGENT AND
LENDERS SHALL HAVE NO LIABILITY OF ANY KIND WITH RESPECT TO ANY LETTER OF CREDIT
ACCOMMODATION PROVIDED BY AN ISSUER OTHER THAN ADMINISTRATIVE AGENT OR ANY
LENDER UNLESS ADMINISTRATIVE 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 AND GUARANTORS SHALL BE BOUND
BY ANY REASONABLE INTERPRETATION MADE IN GOOD FAITH BY ADMINISTRATIVE AGENT, OR
ANY OTHER ISSUER OR CORRESPONDENT UNDER OR IN CONNECTION WITH ANY LETTER OF
CREDIT