Common use of Handling Procedures Clause in Contracts

Handling Procedures. (a) Borrowers shall cause all Documents to be delivered to Customs Broker, as agent and bailee of Agent, at the address for Customs Broker shown on the signature page hereof; provided, however, that if Borrowers receive multiple originals with respect to a Document, Borrowers may retain one original of such Document so long as Borrowers do not permit any Person other than Customs Broker or Agent to have possession of such original, it being understood that such original shall be held by the applicable Borrower as trustee of an express trust for Agent; provided, further, that, if so instructed by Agent while an Event of Default exists, Borrowers shall cause all Documents to be delivered to Agent at the address for Agent shown on the signature page hereof. (b) Notwithstanding the provisions of paragraph (a) of this Section 3, with respect to any Imported Goods for which payment is to be made under a Letter of Credit, all Documents shall be delivered to the Underlying Issuer, provided that (i) each such Document shall name (A) the applicable Borrower(s) or (B) Agent (or the Underlying Issuer) as Consignee, in each case as required by this Section 3; and (ii) Borrower(s) shall cause the Underlying Issuer (promptly following such Underlying Issuer’s receipt and acceptance of Documents presented under a Letter of Credit) to deliver all Documents to Agent or Customs Broker. Unless and until Customs Broker receives written notice from Agent to the contrary, Customs Broker may deliver (i) the Documents to the Carrier or to the Carrier’s agent (who shall act on the Customs Broker’s behalf as the Customs Broker’s sub-agent hereunder) solely for the purpose of enabling Customs Broker to clear the Imported Goods through customs and thereafter permitting the applicable Borrower, as importer of record, to obtain possession or control of the Imported Goods subject to such Documents; and (ii) the Imported Goods as directed by the applicable Borrower. (c) Customs Broker shall not deliver any Documents to any Person other than Agent, Borrowers, a Carrier pursuant to Section 3(b) above, or such other Person as may be specified in writing by Agent. For so long as any Documents are in any Borrower’s possession, the same shall be held by it as trustee of an express trust for Agent. Upon Customs Broker’s receipt of written notification from Agent while an Event of Default exists, Customs Broker shall follow solely the instructions of Agent concerning the disposition of the Documents and the Imported Goods and will not follow any instructions of Borrowers or any other Person concerning the same. (d) Promptly after Agent’s written request therefor, Customs Broker shall provide to Agent a copy (and, if so specified by Agent while an Event of Default exists, all originals) of all Documents then in Customs Broker’s possession or control. (e) Customs Broker shall have no liability to Borrowers if Customs Broker complies with Agent’s written instructions as described in this Agreement. Customs Broker shall have no responsibility for determining whether or not an Event of Default exists or if Agent is authorized or entitled to issue any instructions pursuant to this Agreement. Borrowers shall continue to pay all fees, charges and other expenses relating to the handling of the Imported Goods and shall reimburse Customs Broker for all reasonable documented costs and expenses incurred as a direct result of Customs Broker’s compliance with the terms and provisions of this Agreement. (f) Customs Broker’s sole authority from Agent is to receive and maintain possession of the Documents on behalf of Agent and to follow the instructions of Agent, as provided herein, with respect to the Documents and the Imported Goods. Except as may be specifically authorized by Agent in writing, Customs Broker shall have no authority to undertake any other action or to enter into any other commitments or agreements on behalf of Agent. (g) Notwithstanding anything contained herein to the contrary, Customs Broker shall not be required to undertake any act or omission that would constitute a violation of its obligation as a licensed broker under the customs laws of the United States. Customs Broker hereby represents and warrants to Agent that, to Customs Broker’s knowledge, Customs Broker’s performance of its duties as set forth herein does not violate any such laws.

Handling Procedures. (a) Borrowers The Borrower shall cause each Foreign Vendor to deliver, through the use of a Compliance Letter, all Documents to be delivered to Customs Broker, as agent and bailee of the Administrative Agent, at the address for Customs Broker shown on the signature page hereof; provided, however, that if Borrowers receive multiple originals with respect to a Document, Borrowers may retain one original of such Document so long as Borrowers do not permit any Person other than Customs Broker or Agent to have possession of such original, it being understood that such original shall be held by the applicable Borrower as trustee of an express trust for Agent; provided, further, that, if so instructed by Agent while an Event of Default exists, Borrowers shall cause all Documents to be delivered to Agent at the address for Administrative Agent shown on the signature page hereof, provided that, if so instructed by the Administrative Agent in writing, the Borrower shall cause each Foreign Vendor to deliver all Documents to Customs Broker as agent and bailee of the Administrative Agent. Provided no Default or Event of Default under (and as those terms are defined in) the Loan Agreement exists, the Administrative Agent shall endeavor, in good faith, to cause all Documents received by it from a Foreign Vendor to be forwarded, by overnight mail, not later than one Business Day after the Business Day on which a representative of the Administrative Agent shall have received such Documents, to Customs Broker for processing and handling by Customs Broker in accordance with the terms of this Agreement. (b) Notwithstanding the provisions of paragraph (a) of this Section 3, with respect to any Imported Goods for which payment is to be made under a Letter of CreditCredit or a Documentary Collection, all Documents shall be delivered to the Underlying IssuerLC Issuer or the Collecting Bank, as applicable, provided that (i) each such Document shall name (A) the applicable Borrower(s) Borrower or (B) the Administrative Agent (or the Underlying IssuerLC Issuer or Collecting Bank, as applicable) as Consignee, in each case as required by this Section 3; and (ii) Borrower(s) the Borrower shall cause the Underlying LC Issuer (promptly following such Underlying LC Issuer’s 's receipt and acceptance of Documents presented under a Letter of Credit) and the Collecting Bank (promptly following its receipt of the Borrower's payment or acceptance, as applicable, pursuant to a Documentary Collection) to deliver all Documents to the Administrative Agent or Customs Broker. . (c) Unless and until Customs Broker receives written notice from the Administrative Agent to the contrary, Customs Broker may deliver (i) the Documents to the Carrier or to the Carrier’s 's agent (who shall act on the Customs Broker’s 's behalf as the Customs Broker’s 's sub-agent hereunder) solely for the purpose of enabling Customs Broker to clear the Imported Goods through customs and thereafter permitting the applicable Borrower, as importer of record, to obtain possession or control of the Imported Goods subject to such Documents; and (ii) the Imported Goods as directed by the applicable Borrower. (cd) Customs Broker shall not deliver any Documents to any Person other than the Administrative Agent, Borrowersthe Borrower, a Carrier pursuant to Section 3(b) above, or such other Person as may be specified in writing by the Administrative Agent. For so long as any Documents are in any the Borrower’s 's possession, the same shall be held by it as trustee of an express trust for Agentthe Administrative Agent and the Lenders. Upon Customs Broker’s 's receipt of written notification from Agent while an Event of Default existsthe Administrative Agent, Customs Broker shall follow solely the instructions of the Administrative Agent concerning the disposition of the Documents and the Imported Goods and will not follow any instructions of Borrowers the Borrower or any other Person concerning the same. (de) Promptly after the Administrative Agent’s 's written request therefor, Customs Broker shall provide to the Administrative Agent a copy (and, if so specified by Agent while an Event of Default existsthe Administrative Agent, all originals) of all Documents then in Customs Broker’s 's possession or control. (ef) Customs Broker shall have no liability to Borrowers the Borrower if Customs Broker complies with the Administrative Agent’s 's written instructions as described in this Agreement. Customs Broker shall have no responsibility for determining whether or not an Event of Default exists or if Agent is authorized or entitled to issue any instructions pursuant to this Agreement. Borrowers The Borrower shall continue to pay all fees, charges and other expenses relating to the handling of the Imported Goods and shall reimburse Customs Broker for all reasonable documented costs and expenses incurred as a direct result of Customs Broker’s 's compliance with the terms and provisions of this Agreement. (fg) Customs Broker’s 's sole authority from the Administrative Agent is to receive and maintain possession of the Documents on behalf of the Administrative Agent and to follow the instructions of the Administrative Agent, as provided herein, with respect to the Documents and the Imported Goods. Except as may be specifically authorized by the Administrative Agent in writing, Customs Broker shall have no authority to undertake any other action or to enter into any other commitments or agreements on behalf of the Administrative Agent. (g) Notwithstanding anything contained herein to the contrary, Customs Broker shall not be required to undertake any act or omission that would constitute a violation of its obligation as a licensed broker under the customs laws of the United States. Customs Broker hereby represents and warrants to Agent that, to Customs Broker’s knowledge, Customs Broker’s performance of its duties as set forth herein does not violate any such laws.

Handling Procedures. (a) Borrowers During a Trigger Period, Cequent shall cause all Foreign Vendors to deliver all Documents to be delivered to Customs BrokerControlling Agent or Company, as agent and bailee of directed by Controlling Agent, at the address for Customs Broker shown on the signature page hereof; providedand any delivery of a Document by a Foreign Vendor to Controlling Agent shall be accompanied by a Compliance Letter. During a Trigger Period, howeverpromptly after Company’s receipt of a Xxxx of Lading, that if Borrowers receive multiple originals Company shall provide a copy of it to Controlling Agent. Except during a Trigger Period, promptly following its receipt of an original Xxxx of Lading with respect to a DocumentImported Goods, Borrowers may retain one Controlling Agent shall endeavor, in good faith, to cause an original of such Document so long as Borrowers do not permit any Person other than Customs Broker or Agent to have possession of such original, it being understood that such original shall be held by the applicable Borrower as trustee of an express trust for Agent; provided, further, that, if so instructed by Agent while an Event of Default exists, Borrowers shall cause all Documents counterpart to be delivered forwarded to Agent at the address Company, by overnight mail sent within one business day after receipt, for Agent shown on the signature page hereofhandling in accordance with this Agreement. (b) Notwithstanding the provisions of paragraph (a) of this Section 3Company shall keep Imported Goods separate and apart from all property owned by Company or held by it as bailee or warehouseman. No Imported Goods will be deemed to be affixed to Company’s vessels, with respect facilities or properties, nor to any Imported Goods for which payment part of any port. (c) Unless a Trigger Period is to be made under a Letter of Credit, all Documents shall be delivered to in effect and the Underlying Issuer, provided that (i) each such Document shall name (A) Controlling Agent has directed the applicable Borrower(s) or (B) Agent (or the Underlying Issuer) as Consignee, Company in each case as required by this Section 3; and (ii) Borrower(s) shall cause the Underlying Issuer (promptly following such Underlying Issuer’s receipt and acceptance of Documents presented under a Letter of Credit) to deliver all Documents to Agent or Customs Broker. Unless and until Customs Broker receives written notice from Agent writing to the contrary, Customs Broker Company may deliver follow instructions of Cequent that are consistent with this Agreement, including the delivery of (i) the Documents to the a Carrier or to the Carrier’s agent (who shall act on the Customs Broker’s behalf as the Customs Broker’s sub-agent hereunder) solely for the purpose of enabling Customs Broker Company to clear the Imported Goods through customs and thereafter permitting the applicable BorrowerCequent, as importer of record, to obtain possession or control of the Imported Goods subject to such Documents; and (ii) the Imported Goods as directed by Cequent. Notwithstanding the foregoing, Company shall deliver Documents to a Carrier only concurrently with the arrival of the applicable Borrower. (c) Customs Broker Imported Goods in the final port of destination. Except as required by applicable law, Company shall not negotiate or deliver any Documents to any Person other than Agent, BorrowersCequent, a Carrier pursuant to Section 3(b) as provided above, Controlling Agent (but only during a Trigger Period when requested by Controlling Agent), or such any other Person as may be specified in writing (i) at all times other than during a Trigger Period, by Controlling Agent and Cequent or (ii) during a Trigger Period, solely by Controlling Agent. For so As long as any Documents are in any BorrowerCequent’s possession, the same they shall be held by it as trustee of an express in trust for Agent. Upon Customs Broker’s receipt of written notification from the Agent while an Event of Default existsGroup. (d) During a Trigger Period, Customs Broker if Controlling Agent shall so direct in writing, Company shall follow solely the only Controlling Agent’s instructions of Agent concerning the disposition of the Documents and the Imported Goods Goods, and will not follow any instructions of Borrowers Cequent or any other Person concerning the same. (d) Promptly after ; provided, however, that until so directed in writing by Controlling Agent’s written request therefor, Customs Broker Company shall provide to Agent a copy (and, if so specified by Agent while an Event of Default exists, all originals) of all Documents then in Customs Broker’s possession or control. (e) Customs Broker shall have no liability to Borrowers if Customs Broker complies with Agent’s written instructions as described in this Agreement. Customs Broker shall have no responsibility for determining whether or not an Event of Default exists or if Agent is authorized or entitled to issue any instructions pursuant to this Agreement. Borrowers shall continue to pay all fees, charges and other expenses relating to the handling of the Imported Goods and shall reimburse Customs Broker for all reasonable documented costs and expenses incurred as a direct result of Customs Broker’s compliance with the terms and provisions of this Agreement. (f) Customs Broker’s sole authority from Agent is to receive and maintain possession of the Documents on behalf of Agent and be permitted to follow the instructions of Cequent in a manner consistent with Section 4(c); provided further, however, that Company shall not be required to release any Imported Goods to or on behalf of Controlling Agent, as provided herein, unless Company has received payment of all Charges relating to such goods. ABL Agent agrees that it shall not give a Trigger Notice with respect to the Documents Imported Goods unless an “Eligible In-Transit Inventory Trigger Period” (as defined in the ABL Credit Agreement) has occurred and is continuing. Term Agent agrees that it shall not give a Trigger Notice with respect to the Imported GoodsGoods unless an Event of Default under the Term Loan Credit Agreement has occurred and is continuing. Except as may be specifically authorized by Agent in writing, Customs Broker shall have no authority to undertake any other action or to enter into any other commitments or agreements on behalf of Agent. (g) Notwithstanding anything contained herein to the contrary, Customs Broker Company shall not be required to undertake any act or omission that would constitute a violation of its obligation obligations as a licensed broker under the customs laws of the United States. Customs Broker Cequent, ABL Agent and Term Agent hereby represents waive application of any restriction under customs laws or regulations that apply to the release by Company, pursuant to this Agreement, of any information to Cequent, ABL Agent or Term Agent. (e) Promptly after Controlling Agent’s written request therefor, Company shall provide to Controlling Agent a copy (and, during a Trigger Period and warrants if requested by Controlling Agent, the originals) of Documents in Company’s possession or control. Company may maintain copies, in electronic format or otherwise, of any Documents, records or other information relating to Agent thatits provision of services in accordance with its obligations under applicable customs laws. (f) Company shall have no liability to Cequent whatsoever for Company’s compliance with this Agreement or Controlling Agent’s written instructions as provided herein, and Cequent consents to Customs Broker’s knowledge, Customs Broker’s performance all actions and omissions of Company made in accordance with this Agreement or such instructions. Nothing herein shall relieve Cequent of its duties obligation to pay, and Cequent shall continue to pay, all fees, charges and other expenses relating to the handling of Imported Goods and shall reimburse Company for all reasonable costs and expenses incurred as set forth herein does not violate any such lawsa direct result of Company’s compliance with this Agreement.