Common use of Bills of Lading and Other Documents of Title Clause in Contracts

Bills of Lading and Other Documents of Title. Borrower shall cause all bills of lading and other documents of title relating to goods being purchased by Borrower which are outside the United States and in transit to the premises of Borrower or the premises of a Customs Broker to name Borrower as consignee, unless and until Lender may direct otherwise. At such time and from time to time as Lender may direct, Borrower shall cause Lender or such other financial institution or other person as Lender may specify to be named as consignee. Without limiting any other rights of Lender hereunder, Lender shall have the right to endorse and negotiate on behalf of, and as attorney-in-fact for, Borrower any xxxx of lading or other document of title with respect to such goods naming Borrower as consignee to Lender. There shall be three (3) originals of each of such xxxx of lading or other document of title, which unless and until Lender shall direct otherwise shall be delivered as follows: (a) one (1) original to such Customs Broker as Borrower may specify (so long as Lender shall have received a Collateral Access Agreement duly authorized, executed and delivered by such Customs Broker) and (b) at Lender's request, two (2) originals of which shall be delivered to Lender or to such other person as Lender may designate for such purpose. At Lender's request, Borrower shall instruct all suppliers, carriers, forwarders, warehouses or others receiving or holding Inventory, documents, or instruments in which Lender holds a security interest to deliver them to Lender and/or subject to Lender's request and if they shall come into Borrower's possession, to deliver them, upon request, to Lender in their original form. Borrower shall cause all bills of lading or other documents of title relating to goods purchased by Borrower which are outside the United States and in transit to the premises of Borrower to be issued in a form so as to constitute negotiable documents as such term is defined in the Uniform Commercial Code.

Bills of Lading and Other Documents of Title. Borrower With respect to Inventory in transit to premises of Obligors in the United States of America, after the occurrence and during the continuance of a Cash Dominion Event, (a) each Obligor shall cause all bills of lading and or other documents of title relating to goods being purchased by Borrower such Obligor which are outside the United States of America and in transit to a location in the premises United States of Borrower America listed on Omnibus Schedule 2 or the premises of a Customs Broker location for which Agent has received a Collateral Access Agreement to name Borrower such Obligor as consignee, unless and until Lender may direct Agent directs otherwise. At , and at such time and from time to time as Lender Agent may direct, Borrower such Obligor shall cause Lender Agent or such other financial institution or other person as Lender Agent may specify to be named as consignee. Without ; (b) without limiting any other rights of Lender Agent or any other Secured Party hereunder, Lender Agent shall have the right to endorse and negotiate on behalf of, and as attorney-in-attorney in fact for, Borrower Obligors any xxxx of lading or other document of title with respect to such goods naming Borrower any Obligor as consignee to Lender. There Agent; (c) there shall be no more than three (3) originals of each of such xxxx of lading or other document of title, which unless and until Lender Agent shall direct otherwise otherwise, shall be delivered as follows: (ai) one (1) original to such Customs Broker customs broker as Borrower the applicable Obligor may specify (so long as Lender shall have Agent has received a Collateral Access Agreement duly authorized, executed and delivered by such Customs Broker) customs broker), and (bii) at Lender's request, two (2) originals of which shall be delivered to Lender Agent or to such other person as Lender Agent may designate for such purpose. At Lender's request, Borrower ; (d) Obligors shall instruct all suppliers, carriers, forwarders, warehouses obtain a copy (but not the originals) of such xxxx of lading or others receiving or holding Inventory, documents, or instruments in which Lender holds a security interest to deliver them to Lender and/or subject to Lender's request other documents of title from the applicable customs broker; and if they shall come into Borrower's possession, to deliver them, upon request, to Lender in their original form. Borrower (e) each Obligor shall cause all bills of lading or other documents of title relating to goods purchased by Borrower such Obligor which are outside the United States of America and in transit to a location in the premises United States of Borrower America listed on Omnibus Schedule 2 or a location for which Agent has received a Collateral Access Agreement to be issued in a form so as to constitute “negotiable documents documents” as such term is defined in the Uniform Commercial CodeUCC. To the extent that the terms of this Section are applicable and have not been satisfied as to any Inventory, such Inventory shall not constitute Eligible Inventory, Eligible In-Transit Inventory or Eligible L/C Inventory, as the case may be, except as Agent may otherwise agree.

Bills of Lading and Other Documents of Title. Upon the request of Agent, each Borrower shall cause all bills of lading and other documents of title relating to goods being purchased by any Borrower which are outside the United States of America and in transit to the premises of any Borrower or the premises of a Customs Broker customs broker in the United States of America to name such Borrower as consignee, unless and until Lender Agent may direct otherwise. At such time and from time to time as Lender Agent may direct, each Borrower shall cause Lender Agent or such other financial institution or other person as Lender Agent may specify to be named as consignee. Without limiting any other rights of Lender Agent hereunder, Lender Agent shall have the right to endorse and negotiate on behalf of, and as attorney-in-fact for, each Borrower any xxxx of lading or other document of title with respect to such goods naming Borrower as consignee to LenderAgent. There One (1) original of each xxxx of lading or other document of title shall be three delivered to such customs broker as each Borrower may specify, and upon Agent’s request, two (32) extra originals of each such xxxx of lading shall be delivered to Agent or to such other person as Agent may designate for such purpose. Each Borrower shall obtain a copy (but not the originals) of such xxxx of lading or other document of title, which unless and until Lender shall direct otherwise shall be delivered as follows: (a) one (1) original to such Customs Broker as Borrower may specify (so long as Lender shall have received a Collateral Access Agreement duly authorized, executed and delivered by such Customs Broker) and (b) at Lender's request, two (2) originals of which shall be delivered to Lender or to such other person as Lender may designate for such purposedocuments from the customs broker. At Lender's request, Borrower shall instruct all suppliers, carriers, forwarders, warehouses or others receiving or holding Inventory, documents, or instruments in which Lender holds a security interest to deliver them to Lender and/or subject to Lender's request and if they shall come into Borrower's possession, to deliver them, upon request, to Lender in their original form. Each Borrower shall cause all bills of lading or other documents of title relating to goods purchased by such Borrower which are outside the United States of America and in transit to the premises of any Borrower or the premises of a customs broker in the United States of America to be issued in a form so as to constitute negotiable documents as such term is defined in the Uniform Commercial Code. To the extent that the terms of this Section have not been satisfied as to any Inventory, such Inventory shall not constitute Eligible Inventory, except as Agent may otherwise agree.

Bills of Lading and Other Documents of Title. In the event that any Inventory that would otherwise be Eligible Inventory is located outside the United States of America or Canada and is in transit to premises of a Customs Broker in the United States or Canada or premises of a Borrower in the United States of America or Canada as described in the definition of Eligible Inventory, such Inventory may be accepted by Lenders as Eligible Inventory if (a) each Borrower shall cause all bills of lading and other documents of title relating to goods being purchased by Borrower it which are outside the United States or Canada and in transit to the such premises of Borrower or the premises of a Customs Broker to name such Borrower as consignee, unless and until Lender Agent may direct otherwise. At ; (b) at such time and from time to time as Lender Agent may direct, such Borrower shall cause Lender Agent or such other financial institution or other person as Lender Agent may specify to be named as consignee. Without ; (c) without limiting any other rights of Agent or any Lender hereunder, Lender Agent shall have the right to endorse and negotiate on behalf ofof , and as attorney-in-fact for, such Borrower any xxxx of lading or other document of title with respect to such goods naming such Borrower as consignee to Lender. There Agent; (d) there shall be three (3) originals of each of such xxxx of lading or other document of title, title which unless and until Lender Agent shall direct otherwise otherwise, shall be delivered as follows: (ai) one (1) original to such Customs Broker as such Borrower may specify (so long as Lender shall have Agent has received a Collateral Access Agreement duly authorized, executed and delivered by such Customs Broker) ), and (bii) at Lender's request, two (2) originals of which shall be delivered to Lender Agent or to such other person as Lender Agent may designate for such purpose. At Lender's request, ; (e) such Borrower shall instruct all suppliers, carriers, forwarders, warehouses obtain a copy (but not the originals) of such xxxx of lading or others receiving or holding Inventory, documents, or instruments in which Lender holds a security interest to deliver them to Lender and/or subject to Lender's request other documents of title from the Customs Broker and if they shall come into Borrower's possession, to deliver them, upon request, to Lender in their original form. (f) such Borrower shall cause all bills of lading or other documents of title relating to goods purchased by such Borrower which are outside the United States or Canada and in transit to the premises of such Borrower or the premises of a Customs Broker in the United States or Canada to be issued in a form so as to constitute negotiable documents as such term is defined in the Uniform Commercial Code.

Bills of Lading and Other Documents of Title. Borrower Borrowers shall cause all bills of lading and other documents of title relating to goods Eligible Inventory being purchased by Borrower Borrowers which are outside the United States and in transit to the premises of Borrower or the premises of a Customs Broker to name Borrower Borrowers as consignee, unless and until Lender may direct otherwise. At such time and from time to time as Lender may direct, Borrower Borrowers shall cause Lender or such other financial institution or other person as Lender may specify to be named as consignee. Without limiting any other rights of Lender hereunder, at any time on or after an Event of Default, or act, condition or event which with notice or passage of time or both would constitute an Event of Default, Lender shall have the right to endorse and negotiate on behalf of, and as attorney-in-fact for, Borrower Borrowers any xxxx of bill xx lading or other document of title with respect to such goods naming a Borrower as consignee to Lender. There shall be three (3) originals of each of such xxxx of bill xx lading or other document of title, title which unless and until Lender shall direct otherwise shall be delivered as follows: (a) one (1) original to such Customs Broker as Borrower Borrowers may specify (so long as Lender shall have has received a Collateral Access Agreement duly authorized, executed and delivered by such Customs Broker) ), and (b) at Lender's request, two (2) originals of which shall be delivered to Lender or to such other person as Lender may designate for such purpose. At Lender's request, Borrower Borrowers shall instruct all suppliers, carriers, forwarders, warehouses obtain a copy (but not the originals) of such bill xx lading or others receiving or holding Inventory, documents, or instruments in which Lender holds a security interest to deliver them to Lender and/or subject to Lender's request and if they shall come into Borrower's possession, to deliver them, upon request, to Lender in their original formother documents from the Customs Broker. Borrower Borrowers shall cause all bills of lading or other documents of title relating to goods purchased by Borrower which are outside Borrowers of the premises of a Customs Broker in the United States and in transit to the premises of Borrower to be issued in a form so as to constitute negotiable documents as such term is defined in the Uniform Commercial Code."

Bills of Lading and Other Documents of Title. Borrower shall cause all bills of lading (a) On and other documents of title relating after the date hereof, with respect to goods being purchased by a Borrower which are outside the United States of America and in transit to the premises of such Borrower or the premises of a Customs Broker Freight Forwarder in the United States of America (i) if Borrowers have elected to name Borrower as consignee, unless comply with the eligibility criteria in clause (c)(i)(A) of the definition of Eligible In-Transit Inventory and until Lender may direct otherwise. At such time and from time to time as Lender may direct, Borrower shall cause Lender or such other financial institution or other person as Lender may specify to be named as consignee. Without limiting any other rights the eligibility criteria of Lender hereunder, Lender shall have clause (f)(i) of the right to endorse and negotiate on behalf of, and as attorneydefinition of Eligible In-in-fact for, Borrower any xxxx of lading or other document of title with respect to such goods naming Borrower as consignee to Lender. There shall be three (3) originals of each of such xxxx of lading or other document of title, which unless and until Lender shall direct otherwise shall be delivered as follows: (a) one (1) original to such Customs Broker as Borrower may specify (so long as Lender shall have received a Collateral Access Agreement duly authorized, executed and delivered by such Customs Broker) and (b) at Lender's request, two (2) originals of which shall be delivered to Lender or to such other person as Lender may designate for such purpose. At Lender's request, Borrower shall instruct all suppliers, carriers, forwarders, warehouses or others receiving or holding Transit LC Inventory, documents, or instruments in which Lender holds a security interest to deliver them to Lender and/or subject to Lender's request and if they shall come into Borrower's possession, to deliver them, upon request, to Lender in their original form. each Borrower shall cause all bills of lading or other documents of title relating to such goods purchased by Borrower which are outside the United States and in transit to the premises of Borrower to be issued in a form so as to constitute negotiable documents as such term is defined in the Uniform Commercial Code, (ii) if Borrowers have elected to comply with the eligibility criteria in clause (c)(i)(B) or (C) of the definition of Eligible In-Transit Inventory and the eligibility criteria of clause (f)(ii) or (iii) of the definition of Eligible In-Transit LC Inventory, each Borrower shall cause all bills of lading or other documents of title relating to such goods to be issued in a form so as to constitute non-negotiable documents as such term is defined in the Uniform Commercial Code and (iii) other than those relating to goods being purchased pursuant to a Letter of Credit Accommodation, to be issued either to the order of Agent or such other person as Agent may from time to time designate for such purpose as consignee or such Borrower as consignee, as Agent may specify. (b) There shall be no more than three (3) originals of any bills of lading and other documents of title relating to goods being purchased by a Borrower which are outside the United States of America and in transit to the premises of such Borrower or the premises of a Freight Forwarder in the United States of America. As to any such bills of lading or other documents of title, unless and until Agent shall direct otherwise, three (3) originals of each of such xxxx of lading or other document of title shall be delivered to such Freight Forwarder as such Borrower may specify and that is party to a Collateral Access Agreement. Upon the request of Agent, one (1) original of each such xxxx of lading or other document of title shall be delivered to

Bills of Lading and Other Documents of Title. Borrower shall cause all bills of lading (a) On and other documents of title relating after the date hereof, with respect to goods being purchased by a Borrower which are outside the United States and in transit to the premises of such Borrower or the premises of a Customs Broker Freight Forwarder in the United States of America (i) if Borrowers have elected to name Borrower as consignee, unless comply with the eligibility criteria in clause (c)(i)(A) of the definition of Eligible In-Transit Inventory and until Lender may direct otherwise. At such time and from time to time as Lender may direct, Borrower shall cause Lender or such other financial institution or other person as Lender may specify to be named as consignee. Without limiting any other rights the eligibility criteria of Lender hereunder, Lender shall have clause (f)(i) of the right to endorse and negotiate on behalf of, and as attorneydefinition of Eligible In-in-fact for, Borrower any xxxx of lading or other document of title with respect to such goods naming Borrower as consignee to Lender. There shall be three (3) originals of each of such xxxx of lading or other document of title, which unless and until Lender shall direct otherwise shall be delivered as follows: (a) one (1) original to such Customs Broker as Borrower may specify (so long as Lender shall have received a Collateral Access Agreement duly authorized, executed and delivered by such Customs Broker) and (b) at Lender's request, two (2) originals of which shall be delivered to Lender or to such other person as Lender may designate for such purpose. At Lender's request, Borrower shall instruct all suppliers, carriers, forwarders, warehouses or others receiving or holding Transit LC Inventory, documents, or instruments in which Lender holds a security interest to deliver them to Lender and/or subject to Lender's request and if they shall come into Borrower's possession, to deliver them, upon request, to Lender in their original form. each Borrower shall cause all bills of lading or other documents of title relating to such goods purchased by Borrower which are outside the United States and in transit to the premises of Borrower to be issued in a form so as to constitute negotiable documents as such term is defined in the Uniform Commercial CodeUCC, (ii) if Borrowers have elected to comply with the eligibility criteria in clause (c)(i)(B) or (C) of the definition of Eligible In-Transit Inventory and the eligibility criteria of clause (f)(ii) or (iii) of the definition of Eligible In-Transit LC Inventory, each Borrower shall cause all bills of lading or other documents of title relating to such goods to be issued in a form so as to constitute non-negotiable documents as such term is defined in the UCC and (iii) other than those relating to goods being purchased pursuant to a Letter of Credit, to be issued either to the order of Agent or such other person as Agent may from time to time designate for such purpose as consignee or such Borrower as consignee. (b) There shall be no more than three (3) originals of any bills of lading and other documents of title relating to goods being purchased by a Borrower which are outside the United States of America and in transit to the premises of such Borrower or the premises of a Freight Forwarder in the United States of America. As to any such bills of lading or other documents of title, unless and until Agent shall direct otherwise, three (3) originals of each of such xxxx of lading or other document of title shall be delivered to such Freight Forwarder as such Borrower may specify and that is party to a Collateral Access Agreement. Upon the request of Agent, one (1) original of each such xxxx of lading or other document of title shall be delivered to Agent. To the extent that the terms of this Section 7.5 have not been satisfied as to any Inventory, such Inventory shall not constitute Eligible Inventory, except as Agent may otherwise agree.

Bills of Lading and Other Documents of Title. Borrower With respect to any Inventory which is Eligible On-Water Inventory, (a) Borrowers shall cause all bills of lading and other documents of title relating to goods being purchased by Borrower which are outside the United States and in transit to the premises respect of Borrower or the premises of a Customs Broker such Inventory to name Borrower Agent as consignee, unless and until Lender Agent may direct otherwise. At ; (b) at such time and from time to time as Lender Agent may direct, Borrower Borrowers shall cause Lender all bills of lading and other documents of title in respect of such Inventory to name, Agent or such other financial institution or other person as Lender Agent may specify to be named as consignee. Without ; (c) without limiting any other rights of Agent or any Lender hereunder, Lender Agent shall have the right to endorse and negotiate on behalf of, and as attorney-in-fact for (or to direct Borrowers' Customs Broker to endorse and negotiate on behalf of, and as attorney-in-fact for), each Borrower any xxxx bill of lading or other document of title with respect to such goods naming Inventoxx xaming a Borrower as consignee to Lender. There Agent; (d) there shall be three (3) originals of each of such xxxx bill of lading or other document documents of title, title which unless and until Lender shall Agenx xxall direct otherwise otherwise, shall be delivered as follows: (ai) one (1) original to such Customs Broker as Borrower the Borrowers may specify (so long as Lender shall have Agent has received a Collateral Access Agreement Agreement, in form and substance satisfactory to Agent, duly authorized, executed and delivered by such Customs Broker) ), and (bii) at Lender's requestunless retained by the seller of such Inventory with respect to Inventory bought on open account, two (2) originals of which shall be delivered to Lender Agent or to such other person as Lender Agent may designate for such purpose. At Lender's request, Borrower ; (e) the Borrowers shall instruct all suppliers, carriers, forwarders, warehouses or others receiving or holding Inventory, documents, or instruments in which Lender holds obtain a security interest to deliver them to Lender and/or subject to Lender's request and if they shall come into Borrower's possession, to deliver them, upon request, to Lender in their original form. Borrower shall cause all bills copy (but not the originals) of such bill of lading or other documents of title relating in respect of such Inventorx; xnd (f) Borrowers shall cause the bill of lading or other document of title with respect to goods purchased by Borrower which are outside the United States and in transit to the premises of Borrower to such Inventoxx xo be issued in a form so as to constitute negotiable documents as such term is defined of title (within the meaning of the UCC) made to the order of Agent. The foregoing notwithstanding, Agent acknowledges and agrees that prior to the occurrence and continuance of an Event of Default Borrowers shall be able to manage and deal with the importation of their Inventory in the Uniform Commercial Codeordinary course of business.

Bills of Lading and Other Documents of Title. In the event that any Inventory which would otherwise be Eligible Inventory located outside the United States of America or outside the Dutch Warehouse which is in transit to premises of a Customs Broker in the United States or premises of US Borrower in the United States of America as described in the definition of Eligible Inventory, constitutes Eligible Inventory then (a) US Borrower shall cause all bills of lading and other documents of title relating to goods being purchased by Borrower it which are outside the United States and in transit to the such premises of Borrower or the premises of a Customs Broker to name US Borrower as consignee, unless and until Lender Agent may direct otherwise. At ; (b) at such time and from time to time as Lender may direct, US Borrower shall cause Lender Agent or such other financial institution or other person as Lender Agent may specify to be named as consignee. Without ; (c) without limiting any other rights of Lender Agent hereunder, Lender Agent shall have the right to endorse and negotiate on behalf of, and as attorney-in-fact for, US Borrower any xxxx of lading or other document of title with respect to such goods naming US Borrower as consignee to Lender. There Agent; (d) there shall be three (3) originals of each of such xxxx of lading or other document of title, title which unless and until Lender Agent shall direct otherwise otherwise, shall be delivered as follows: (ai) one (1) original to such Customs Broker as US Borrower may specify (so long as Lender shall have Agent has received a Collateral Access Agreement duly authorized, executed and delivered by such Customs Broker) ), and (bii) at Lender's request, two (2) originals of which shall be delivered to Lender Agent or to such other person as Lender Agent may designate for such purpose. At Lender's request, Borrower shall instruct all suppliers, carriers, forwarders, warehouses or others receiving or holding Inventory, documents, or instruments in which Lender holds a security interest to deliver them to Lender and/or subject to Lender's request ; and if they shall come into Borrower's possession, to deliver them, upon request, to Lender in their original form. (e) US Borrower shall cause all bills of lading or other documents of title relating to goods purchased by US Borrower which are outside the United States and in transit to the premises of US Borrower or the premises of a Customs Broker in the United States to be issued in a form so as to constitute negotiable documents as such term is defined in the Uniform Commercial CodeUCC.

Bills of Lading and Other Documents of Title. Borrower Revolving Loan Borrowers shall cause all bills of lading and other documents of title relating to goods being purchased by Borrower Revolving Loan Borrowers which are outside the United States and in transit to the premises of Borrower or Eligible Inventory Locations in the premises of a Customs Broker United States to name such Revolving Loan Borrower as consignee, unless and until Lender may direct otherwise. At such time and from time to time as Lender may direct, such Revolving Loan Borrower shall cause Lender or such other financial institution or other person as Lender may specify to be named as consignee. Without limiting any other rights of Lender hereunder, Lender shall have the right to endorse and negotiate on behalf of, and as attorney-in-fact for, such Revolving Loan Borrower any xxxx of lading or other document of title with respect to such goods naming such Revolving Loan Borrower as consignee to Lender. There shall be three (3) originals of each of such xxxx of lading or other document of title, title which unless and until Lender shall direct otherwise shall be delivered as follows: (ai) one (1) original to such Customs Broker or Freight Forwarder as such Revolving Loan Borrower may specify (so long as Lender shall have has received a Collateral Access Agreement Notification and Acknowledgment Agreement, duly authorized, executed and delivered by such Customs Broker) Broker or Freight Forwarder, as the case may be), and (bii) at Lender's request, two (2) originals of which shall be delivered to Lender or to such other person as Lender may designate for such purpose. At Lender's requestRevolving Loan Borrowers shall obtain a copy (but not the originals) of such xxxx of lading or other documents from the Customs Broker or the Freight Forwarder, Borrower shall instruct all suppliers, carriers, forwarders, warehouses or others receiving or holding Inventory, documents, or instruments in which Lender holds a security interest to deliver them to Lender and/or subject to Lender's request and if they shall come into Borrower's possession, to deliver them, upon request, to Lender in their original formas the case may be. Borrower Borrowers shall cause all bills of lading or other documents of title relating to goods purchased by Borrower which are outside the United States of America and in transit to the premises of Borrower an Eligible Inventory Location of a Customs Broker in the United States of America or such other Eligible Inventory Location to be issued in a form so as to constitute negotiable documents as such term is defined in the Uniform Commercial Code.

Bills of Lading and Other Documents of Title. In the event that any Inventory which would otherwise be Eligible Inventory located outside the United States of America which is in transit to premises of a Customs Broker in the United States or premises of any Borrower as described in the definition of Eligible Inventory, constitutes Eligible Inventory then (a) such Borrower shall cause all bills of lading and other documents of title relating to goods being purchased by such Borrower which are outside the United States and in transit to the premises of such Borrower or the premises of a Customs Broker in the United States to name such Borrower as consignee, unless and until Lender Agent may direct otherwise. At ; (b) at such time and from time to time as Lender Agent may direct, such Borrower shall cause Lender Agent or such other financial institution or other person as Lender Agent may specify to be named as consignee. Without ; (c) without limiting any other rights of Lender Agent hereunder, Lender Agent shall have the right to endorse and negotiate on behalf of, and as attorney-in-fact for, such Borrower any xxxx bill of lading or other document of title with respect to such goods naming xxxxng such Borrower as consignee to Lender. There Agent; (d) there shall be three (3) originals of each of such xxxx bill of lading or other document of title, title which unless and until Lender shall Agenx xxall direct otherwise shall be delivered as follows: (ai) one (1) original to such Customs Broker as such Borrower may specify (so long as Lender shall have Agent has received a Collateral Access Agreement duly authorized, executed and delivered by such Customs Broker) ), and (bii) at Lender's request, two (2) originals of which shall be delivered to Lender Agent or to such other person as Lender Agent may designate for such purpose. At Lender's request, ; (e) such Borrower shall instruct all suppliers, carriers, forwarders, warehouses obtain a copy (but not the originals) of such bill of lading or others receiving or holding Inventory, documents, or instruments in which Lender holds a security interest to deliver them to Lender and/or subject to Lender's request other documents from the Customs Broker; and if they shall come into Borrower's possession, to deliver them, upon request, to Lender in their original form. Borrower (f) suxx Xorrower shall cause all bills of lading or other documents of title relating to goods purchased by such Borrower which are outside the United States and in transit to the premises of such Borrower or the premises of a Customs Broker in the United States to be issued in a form so as to constitute negotiable documents as such term is defined in the Uniform Commercial CodeUCC.

Bills of Lading and Other Documents of Title. In the event that any Inventory which would otherwise be Eligible Inventory located outside the United States of America or Canada which is in transit to premises of a Customs Broker in the United States or Canada or premises of a Borrower or a Borrower’s customer in the United States of America or Canada as described in the definition of Eligible Inventory, constitutes Eligible Inventory then (a) each Borrower shall cause all bills of lading and other documents of title relating to goods being purchased by Borrower it which are outside the United States or Canada and in transit to the such premises of Borrower or the premises of a Customs Broker to name such Borrower as consignee, unless and until Lender Agent may direct otherwise. At ; (b) at such time and from time to time as Lender Agent may direct, such Borrower shall cause Lender Agent or such other financial institution or other person as Lender Agent may specify to be named as consignee. Without ; (c) without limiting any other rights of Agent or any Lender hereunder, Lender Agent shall have the right to endorse and negotiate on behalf ofof , and as attorney-in-fact for, such Borrower any xxxx of lading or other document of title with respect to such goods naming such Borrower as consignee to Lender. There Agent; (d) there shall be three (3) originals of each of such xxxx of lading or other document of title, title which unless and until Lender Agent shall direct otherwise otherwise, shall be delivered as follows: (ai) one (1) original to such Customs Broker as such Borrower may specify (so long as Lender shall have Agent has received a Collateral Access Agreement duly authorized, executed and delivered by such Customs Broker) ), and (bii) at Lender's request, two (2) originals of which shall be delivered to Lender Agent or to such other person as Lender Agent may designate for such purpose. At Lender's request, ; (e) such Borrower shall instruct all suppliers, carriers, forwarders, warehouses obtain a copy (but not the originals) of such xxxx of lading or others receiving or holding Inventory, documents, or instruments in which Lender holds a security interest to deliver them to Lender and/or subject to Lender's request other documents of title from the Customs Broker and if they shall come into Borrower's possession, to deliver them, upon request, to Lender in their original form. (f) such Borrower shall cause all bills of lading or other documents of title relating to goods purchased by such Borrower which are outside the United States or Canada and in transit to the premises of such Borrower or the premises of a Customs Broker in the United States or Canada to be issued in a form so as to constitute negotiable documents as such term is defined in the Uniform Commercial Code.

Bills of Lading and Other Documents of Title. Borrower With respect to Inventory in transit to premises of a customs broker in the United States or premises of Borrowers in the United States of America, after the occurrence and during the continuance of an Event of Default, (a) Borrowers shall cause all bills of lading and other documents of title relating to goods being purchased by Borrower it which are outside the United States and in transit to the such premises of Borrower or the premises of a Customs Broker to name Borrower Borrowers as consignee, unless and until Lender Agent may direct otherwise. At ; (b) at such time and from time to time as Lender Agent may direct, Borrower Borrowers shall cause Lender Agent or such other financial institution or other person as Lender Agent may specify to be named as consignee. Without ; (c) without limiting any other rights of Agent or any Lender hereunder, Lender Agent shall have the right to endorse and negotiate on behalf ofof , and as attorney-in-fact for, Borrower Borrowers any xxxx bill of lading or other document xocument of title with respect to such goods naming Borrower Borrowers as consignee to Lender. There Agent; (d) there shall be three (3) originals of each of such xxxx bill of lading or other document of title, title which unless and until Lender shall direct otherwise upon Agexx'x direction, shall be delivered as follows: (ai) one (1) original to such Customs Broker customs broker as Borrower Borrowers may specify (so long as Lender shall have Agent has received a Collateral Access Agreement duly authorized, executed and delivered by such Customs Broker) customs broker), and (bii) at Lender's request, two (2) originals of which shall be delivered to Lender Agent or to such other person as Lender Agent may designate for such purpose. At Lender's request, Borrower ; (e) Borrowers shall instruct all suppliers, carriers, forwarders, warehouses obtain a copy (but not the originals) of such bill of lading or others receiving or holding Inventory, documents, or instruments in which Lender holds a security interest to deliver them to Lender and/or subject to Lender's request and if they shall come into Borrower's possession, to deliver them, upon request, to Lender in their original form. Borrower other documents of title from the customs broker xxx (f) Borrowers shall cause all bills of lading or other documents of title relating to goods purchased by Borrower Borrowers which are outside the United States and in transit to the premises of Borrower Borrowers or the premises of a customs broker in the United States to be issued in a form so as to constitute negotiable documents as such term is defined in the Uniform Commercial Code.

Bills of Lading and Other Documents of Title. Borrower With respect to -------------------------------------------- Inventory in transit to premises of a customs broker in the United States or premises of Borrowers in the United States of America, after the occurrence and during the continuance of an Event of Default, (a) Borrowers shall cause all bills of lading and other documents of title relating to goods being purchased by Borrower it which are outside the United States and in transit to the such premises of Borrower or the premises of a Customs Broker to name Borrower Borrowers as consignee, unless and until Lender Agent may direct otherwise. At ; (b) at such time and from time to time as Lender Agent may direct, Borrower Borrowers shall cause Lender Agent or such other financial institution or other person as Lender Agent may specify to be named as consignee. Without ; (c) without limiting any other rights of Agent or any Lender hereunder, Lender Agent shall have the right to endorse and negotiate on behalf ofof , and as attorney-in-fact for, Borrower Borrowers any xxxx of lading or other document of title with respect to such goods naming Borrower Borrowers as consignee to Lender. There Agent; (d) there shall be three (3) originals of each of such xxxx of lading or other document of title, title which unless and until Lender shall direct otherwise upon Agent's direction, shall be delivered as follows: (ai) one (1) original to such Customs Broker customs broker as Borrower Borrowers may specify (so long as Lender shall have Agent has received a Collateral Access Agreement duly authorized, executed and delivered by such Customs Broker) customs broker), and (b) at Lender's request, ii two (2) originals of which shall be delivered to Lender Agent or to such other person as Lender Agent may designate for such purpose. At Lender's request, Borrower ; (e) Borrowers shall instruct all suppliers, carriers, forwarders, warehouses obtain a copy (but not the originals) of such xxxx of lading or others receiving or holding Inventory, documents, or instruments in which Lender holds a security interest to deliver them to Lender and/or subject to Lender's request other documents of title from the customs broker and if they shall come into Borrower's possession, to deliver them, upon request, to Lender in their original form. Borrower (f) Borrowers shall cause all bills of lading or other documents of title relating to goods purchased by Borrower Borrowers which are outside the United States and in transit to the premises of Borrower Borrowers or the premises of a customs broker in the United States to be issued in a form so as to constitute negotiable documents as such term is defined in the Uniform Commercial Code.

Bills of Lading and Other Documents of Title. In the event that any Inventory which would otherwise be Eligible Inventory located outside the United States of America which is in transit to premises of a Customs Broker in the United States or premises of a Borrower or a Borrower's customer in the United States of America as described in the definition of Eligible Inventory, constitutes Eligible Inventory then (a) each Borrower shall cause all bills of lading and other documents of title relating to goods being purchased by Borrower it which are outside the United States and in transit to the such premises of Borrower or the premises of a Customs Broker to name such Borrower as consignee, unless and until Lender Agent may direct otherwise. At ; (b) at such time and from time to time as Lender Agent may direct, such Borrower shall cause Lender Agent or such other financial institution or other person as Lender Agent may specify to be named as consignee. Without ; (c) without limiting any other rights of Agent or any Lender hereunder, Lender Agent shall have the right to endorse and negotiate on behalf ofof , and as attorney-in-in- fact for, such Borrower any xxxx of bill xx lading or other document of title with respect to such goods naming such Borrower as consignee to Lender. There Agent; (d) there shall be three (3) originals of each of such xxxx of bill xx lading or other document of title, title which unless and until Lender Agent shall direct otherwise otherwise, shall be delivered as follows: (ai) one (1) original to such Customs Broker as such Borrower may specify (so long as Lender shall have Agent has received a Collateral Access Agreement duly authorized, executed and delivered by such Customs Broker) ), and (bii) at Lender's request, two (2) originals of which shall be delivered to Lender Agent or to such other person as Lender Agent may designate for such purpose. At Lender's request, ; (e) such Borrower shall instruct all suppliers, carriers, forwarders, warehouses obtain a copy (but not the originals) of such bill xx lading or others receiving or holding Inventory, documents, or instruments in which Lender holds a security interest to deliver them to Lender and/or subject to Lender's request other documents of title from the Customs Broker and if they shall come into Borrower's possession, to deliver them, upon request, to Lender in their original form. (f) such Borrower shall cause all bills of lading or other documents of title relating to goods purchased by such Borrower which are outside the United States and in transit to the premises of such Borrower or the premises of a Customs Broker in the United States to be issued in a form so as to constitute negotiable documents as such term is defined in the Uniform Commercial Code.

Bills of Lading and Other Documents of Title. In the event that any ------------------------------------------------ Inventory which would otherwise be Eligible Inventory located outside the United States of America which is in transit to premises of a Customs Broker in the United States or premises of a Borrower as described in the definition of Eligible Inventory, constitutes Eligible Inventory then (a) each Borrower shall cause all bills of lading and other documents of title relating to goods being purchased by such Borrower which are outside the United States and in transit to the premises of such Borrower or the premises of a Customs Broker in the United States to name such Borrower as consignee, unless and until Lender may direct otherwise. At ; (b) at such time and from time to time as Lender may direct, each Borrower shall cause Lender or such other financial institution or other person as Lender may specify to be named as consignee. Without ; (c) without limiting any other rights of Lender hereunder, Lender shall have the right to endorse and negotiate on behalf of, and as attorney-in-fact for, each Borrower any xxxx of lading or other document of title with respect to such goods naming such Borrower as consignee to Lender. There ; (d) there shall be three (3) originals of each of such xxxx of lading or other document of title, title which unless and until Lender shall direct otherwise shall be delivered as follows: (ai) one (1) original to such Customs Broker as each Borrower may specify (so long as Lender shall have has received a Collateral Access Agreement duly authorized, executed and delivered by such Customs Broker) ), and (bii) at Lender's request, two (2) originals of which shall be delivered to Lender or to such other person as Lender may designate for such purpose. At Lender's request, ; (e) such Borrower shall instruct all suppliers, carriers, forwarders, warehouses obtain a copy (but not the originals) of such xxxx of lading or others receiving or holding Inventory, documents, or instruments in which Lender holds a security interest to deliver them to Lender and/or subject to Lender's request other documents from the Customs Broker; and if they shall come into Borrower's possession, to deliver them, upon request, to Lender in their original form. (f)such Borrower shall cause all bills of lading or other documents of title relating to goods purchased by such Borrower which are outside the United States and in transit to the premises of such Borrower or the premises of a Customs Broker in the United States to be issued in a form so as to constitute negotiable documents as such term is defined in the Uniform Commercial Code.

Bills of Lading and Other Documents of Title. Borrower Revolving Loan Borrowers shall cause all bills of lading and other documents of title relating to goods being purchased by Borrower Revolving Loan Borrowers which are outside the United States and in transit to the premises of Borrower or Eligible Inventory Locations in the premises of a Customs Broker United States to name such Revolving Loan Borrower as consignee, unless and until Lender may direct otherwise. At such time and from time to time as Lender may direct, such Revolving Loan Borrower shall cause Lender or such other financial institution or other person as Lender may specify to be named as consignee. Without limiting any other rights of Lender hereunder, Lender shall have the right to endorse and negotiate on behalf of, and as attorney-in-fact for, such Revolving Loan Borrower any xxxx bill of lading or other document of title with respect to such goods naming xxxxng such Revolving Loan Borrower as consignee to Lender. There shall be three (3) originals of each of such xxxx bill of lading or other document of title, title which unless and until Lender shall Lendxx xhall direct otherwise shall be delivered as follows: (ai) one (1) original to such Customs Broker or Freight Forwarder as such Revolving Loan Borrower may specify (so long as Lender shall have has received a Collateral Access Agreement Notification and Acknowledgment Agreement, duly authorized, executed and delivered by such Customs Broker) Broker or Freight Forwarder, as the case may be), and (bii) at Lender's request, two (2) originals of which shall be delivered to Lender or to such other person as Lender may designate for such purpose. At Lender's requestRevolving Loan Borrowers shall obtain a copy (but not the originals) of such bill of lading or other documents from the Customs Broker or the Freixxx Forwarder, Borrower shall instruct all suppliers, carriers, forwarders, warehouses or others receiving or holding Inventory, documents, or instruments in which Lender holds a security interest to deliver them to Lender and/or subject to Lender's request and if they shall come into Borrower's possession, to deliver them, upon request, to Lender in their original formas the case may be. Borrower Borrowers shall cause all bills of lading or other documents of title relating to goods purchased by Borrower which are outside the United States of America and in transit to the premises of Borrower an Eligible Inventory Location of a Customs Broker in the United States of America or such other Eligible Inventory Location to be issued in a form so as to constitute negotiable documents as such term is defined in the Uniform Commercial Code.

Bills of Lading and Other Documents of Title. Each Borrower and Canadian Direct shall cause all bills of lading and other documents of title relating to goods being purchased by such Borrower or Canadian Direct which are outside the United States and in transit to the premises of a Borrower or Canadian Direct or the premises of a Customs Broker in the United States to name such Borrower or Canadian Direct as consignee, unless and until Lender Agent may direct otherwise. At such time and from time to time as Lender Agent may direct, such Borrower shall cause Lender Agent or such other financial institution or other person as Lender Agent may specify to be named as consignee. Without limiting any other rights of Lender Agent hereunder, Lender at any time upon the occurrence and during the continuance of an Event of Default, Agent shall have the right to endorse and negotiate on behalf of, and as attorney-in-fact for, such Borrower or Canadian Direct, as the case may be, any xxxx bill of lading or other document of title with respect to such goods naming gooxx xaming such Borrower or Canadian Direct, as the case may be, as consignee to LenderAgent. There shall be three (3) originals of each of such xxxx bill of lading or other document of title, title which unless and until Lender Axxxx shall direct otherwise shall be delivered as follows: (a) one (1) original to such Customs Broker as such Borrower or Canadian Direct, as the case may be, may specify (so long as Lender shall have Agent has received a Collateral Access Agreement duly authorized, executed and delivered by such Customs Broker) ), and (b) at Lender's request, two (2) originals of which shall be delivered to Lender Agent or to such other person as Lender Agent may designate for such purpose. At Lender's request, Borrower shall instruct all suppliers, carriers, forwarders, warehouses obtain a copy (but not the originals) of such bill of lading or others receiving or holding Inventory, documents, or instruments in which Lender holds a security interest to deliver them to Lender and/or subject to Lender's request and if they shall come into Borrower's possession, to deliver them, upon request, to Lender in their original formother documents from the Customs Broker. Borrower shall Borrowexx xhall cause all bills of lading or other documents of title relating to goods purchased by Borrower which are outside the United States and in transit to the premises of a Borrower or the premises of a Customs Broker in the United States to be issued in a form so as to constitute negotiable documents as such term is defined in the Uniform Commercial Code.