Common use of Letters of Credit Issued for Account of Subsidiaries Clause in Contracts

Letters of Credit Issued for Account of Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, or states that a Subsidiary is the “account party,” “applicant,” “customer,” “instructing party,” or the like of or for such Letter of Credit, and without derogating from any rights of Issuing Lender (whether arising by contract, at law, in equity or otherwise) against such Subsidiary in respect of such Letter of Credit, Borrowers shall compensate, indemnify and reimburse Issuing Lender hereunder for such Letter of Credit as if such Letter of Credit had been issued solely for the account of a Borrower. Additionally, each Borrower irrevocably waives (to the extent permitted by applicable Law) any and all defenses that might otherwise be available to it as a guarantor or surety of any or all of the obligations of such Subsidiary in respect of such Letter of Credit. Borrowers hereby acknowledge that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of Borrowers, and that Borrowers’ business derives substantial benefits from the businesses of such Subsidiaries. To the extent that any Letter of Credit is issued for the account of any Subsidiary of a Borrower, Borrowers agree that (i) such Subsidiary shall have no rights against Issuing Lender, Administrative Agent or any Lender, (ii) Borrowers shall be responsible for the obligations in respect of such Letter of Credit under this Agreement and any application or reimbursement agreement, (iii) Borrowers shall have sole right to give instructions and make agreements with respect to this Agreement and the Letter of Credit, and the disposition of documents related thereto, and (iv) Borrowers shall have all powers and rights in respect of any security arising in connection with the Letter of Credit and the transaction related thereto. Borrowers shall, at the request of Issuing Lender, cause such Subsidiary to execute and deliver an agreement confirming the terms specified in the immediately preceding sentence and acknowledging that it is bound thereby.

Letters of Credit Issued for Account of Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of supports any obligations of, or is for the account of, a Subsidiary, or states that a Subsidiary is the “account party,” “applicant,” “customer,” “instructing party,” or the like of or for such Letter of Credit, and without derogating from any rights of the Issuing Lender Bank (whether arising by contract, at law, in equity or otherwise) against such Subsidiary in respect of such Letter of Credit, Borrowers the Borrower (i) shall compensatereimburse, indemnify and reimburse compensate the Issuing Lender Bank hereunder for such Letter of Credit (including to reimburse any and all drawings thereunder) as if such Letter of Credit had been issued solely for the account of a Borrower. Additionally, each the Borrower and (ii) irrevocably waives (to the extent permitted by applicable Law) any and all defenses that might otherwise be available to it as a guarantor or surety of any or all of the obligations of such Subsidiary in respect of such Letter of Credit. Borrowers In addition, the Borrower shall be responsible for delivery of any LC Application with respect to any Letter of Credit issued for the account of a Subsidiary and other obligations under this Agreement, and all communications (including notices) related to any such Letter of Credit shall be among the applicable Issuing Bank and the Borrower. The Borrower hereby acknowledge acknowledges that the issuance of such Letters of Credit for the account of its Subsidiaries inures to the benefit of Borrowersthe Borrower, and that Borrowers’ the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries. To Notwithstanding anything to the extent that contrary herein, an Issuing Bank shall not be under any obligation to issue any Letter of Credit is issued for the account of any a Subsidiary of a Borrower, Borrowers agree that (i) unless such Subsidiary shall have no rights against Issuing Lender, Administrative Agent or any Lender, (ii) Borrowers shall be responsible for the obligations in respect of such Letter of Credit under this Agreement Bank has received all documentation and any application or reimbursement agreement, (iii) Borrowers shall have sole right to give instructions and make agreements other information with respect to this Agreement and the Letter of Credit, and the disposition of documents related thereto, and (iv) Borrowers shall have all powers and rights in respect of any security arising in connection with the Letter of Credit and the transaction related thereto. Borrowers shall, at the request of Issuing Lender, cause such Subsidiary to execute required by regulatory authorities under applicable “know your customer” and deliver an agreement confirming anti-money laundering rules and regulations, including without limitation the terms specified in USA PATRIOT Act and, if applicable, the immediately preceding sentence and acknowledging that it is bound therebyBeneficial Ownership Regulation.

Letters of Credit Issued for Account of Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, or states that Borrower shall be obligated as a Subsidiary is the “account party,” “applicant,” “customer,” “instructing party,” or the like of or primary obligor as set forth herein for any and all drawings under such Letter of Credit, and without derogating from any rights of Issuing Lender (whether arising by contract, at law, in equity or otherwise) against such Subsidiary in respect of such Letter of Credit, Borrowers shall compensate, indemnify and reimburse Issuing Lender hereunder for such Letter of Credit as if such Letter of Credit had been issued solely for the account of a Borrower. Additionally, each Borrower irrevocably waives (to the extent permitted by applicable Law) any and all defenses that might otherwise be available to it as a guarantor or surety of any or all of the obligations of such Subsidiary in respect of such Letter of CreditSubsidiary. Borrowers Borrower hereby acknowledge acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of BorrowersBorrower, and that Borrowers’ Xxxxxxxx’s business derives substantial benefits from the businesses of such Subsidiaries. To the extent that any Letter of Credit is issued for the account of any Subsidiary of a Borrower, Borrowers agree Xxxxxxxx agrees that (i) such Subsidiary shall have no rights against Issuing Lender, Administrative Agent and Borrower shall hold Lender harmless with respect to any claim or any other attempted exercise of rights by such Subsidiary against Lender, (ii) Borrowers Borrower shall be responsible for the obligations in respect of such Letter of Credit under this Agreement and any application or reimbursement agreement, (iii) Borrowers Borrower shall have the sole right to give instructions and make agreements with respect to this Agreement and the Letter of Credit, and the disposition of documents related thereto, and (iv) Borrowers Borrower shall have all powers and rights in respect of any security arising in connection with the Letter of Credit and the transaction transactions related thereto. Borrowers Borrower shall, at the request of Issuing Lender, cause such Subsidiary to execute and deliver an agreement confirming the terms specified in the immediately preceding sentence and acknowledging that it is bound thereby.

Letters of Credit Issued for Account of Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of supports any obligations of, or is for the account of, a Subsidiary, or states that a Subsidiary is the “account party,” “applicant,” “customer,” “instructing party,” or the like of or for such Letter of Credit, and without derogating from any rights of the applicable Issuing Lender Bank (whether arising by contract, at law, in equity or otherwise) against such Subsidiary in respect of such Letter of Credit, Borrowers the Borrower (i) shall compensatereimburse, indemnify and reimburse compensate the applicable Issuing Lender Bank hereunder for such Letter of Credit (including to reimburse any and all drawings thereunder) as if such Letter of Credit had been issued solely for the account of a Borrower. Additionally, each the Borrower and (ii) irrevocably waives (to the extent permitted by applicable Law) any and all defenses that might otherwise be available to it as a guarantor or surety of any or all of the obligations of such Subsidiary in respect of such Letter of Credit. Borrowers The Borrower hereby acknowledge acknowledges that the issuance of such Letters of Credit for the account of its Subsidiaries inures to the benefit of Borrowersthe Borrower, and that Borrowers’ the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries. To Notwithstanding anything to the extent that contrary herein, in the event any Letter of Credit issued or outstanding hereunder supports any obligations of, or is issued for the account of, a Subsidiary, or states that a Subsidiary is the “account party,” “applicant,” “customer,” “instructing party,” or the like of any Subsidiary of a Borrower, Borrowers agree that (i) or for such Subsidiary shall have no rights against Issuing Lender, Administrative Agent or any Lender, (ii) Borrowers shall be responsible for the obligations in respect of such Letter of Credit under this Agreement and any application or reimbursement agreement, (iii) Borrowers shall have sole right to give instructions and make agreements with respect to this Agreement and the Letter of Credit, and the disposition of documents related thereto, and (iv) Borrowers shall have all powers and rights in respect of any security arising in connection with the Letter of Credit and the transaction related thereto. Borrowers shall, at the request of Issuing Lender, Borrower agrees to provide or cause such Subsidiary to execute provide the applicable Issuing Bank all information as shall be necessary for such Issuing Bank to comply with “know your customer” and deliver an agreement confirming anti-money laundering rules and regulations, including without limitation, the terms specified in Patriot Act and the immediately preceding sentence and acknowledging that it is bound therebyBeneficial Ownership Regulation.

Letters of Credit Issued for Account of Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, or states that Borrower shall be obligated as a Subsidiary is the “account party,” “applicant,” “customer,” “instructing party,” or the like of or primary obligor as set forth herein for any and all drawings under such Letter of Credit, and without derogating from any rights of Issuing Lender (whether arising by contract, at law, in equity or otherwise) against such Subsidiary in respect of such Letter of Credit, Borrowers shall compensate, indemnify and reimburse Issuing Lender hereunder for such Letter of Credit as if such Letter of Credit had been issued solely for the account of a Borrower. Additionally, each Borrower irrevocably waives (to the extent permitted by applicable Law) any and all defenses that might otherwise be available to it as a guarantor or surety of any or all of the obligations of such Subsidiary in respect of such Letter of CreditSubsidiary. Borrowers Borrower hereby acknowledge acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of BorrowersBorrower, and that Borrowers’ Xxxxxxxx’s business derives substantial benefits from the businesses of such Subsidiaries. To the extent that any Letter of Credit is issued for the account of any Subsidiary of a Borrower, Borrowers agree Xxxxxxxx agrees that (i) such Subsidiary shall have no rights against Issuing LenderL/C Issuer, Administrative Agent Agent, or any LenderLender and Borrower shall hold L/C Issuer, Agent and any such Lender harmless with respect to any claim or other attempted exercise of rights by such Subsidiary against any of them, (ii) Borrowers Borrower shall be responsible for the obligations in respect of such Letter of Credit under this Agreement and any application or reimbursement agreement, (iii) Borrowers Borrower shall have the sole right to give instructions and make agreements with respect to this Agreement and the Letter of Credit, and the disposition of documents related thereto, and (iv) Borrowers Borrower shall have all powers and rights in respect of any security arising in connection with the Letter of Credit and the transaction transactions related thereto. Borrowers Borrower shall, at the request of Issuing LenderL/C Issuer, cause such Subsidiary to execute and deliver an agreement confirming the terms specified in the immediately preceding sentence and acknowledging that it is bound thereby.

Letters of Credit Issued for Account of Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, or states that the Parent Borrower shall be obligated as a Subsidiary is primary obligor to reimburse the “account party,” “applicant,” “customer,” “instructing party,” or the like of or for such Letter of Credit, and without derogating from any rights of applicable Issuing Lender (whether arising by contract, at law, in equity or otherwise) against such Subsidiary in respect of such Letter of Credit, Borrowers shall compensate, indemnify and reimburse Issuing Lender Bank hereunder for any and all drawings under such Letter of Credit as if such Letter of Credit had been issued solely for the account of a Borrower. Additionally, each Borrower and irrevocably waives (to the extent permitted by applicable Law) any and all defenses that might otherwise be available to it as a guarantor or surety of any or all of the obligations of such Subsidiary in respect of such Letter of CreditSubsidiary. Borrowers The Parent Borrower hereby acknowledge acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of Borrowersthe Parent Borrower, and that Borrowers’ the Parent Borrower’s business derives substantial benefits from the businesses of such Subsidiaries. To the extent that any Letter of Credit is issued for the account of any Subsidiary of the Parent Borrower which is not a BorrowerLoan Party, Borrowers agree the Parent Borrower agrees that (i) such Subsidiary shall have no rights against the Issuing LenderBank, the Administrative Agent or any Lender, (ii) Borrowers the Parent Borrower shall be responsible for the obligations in respect of such Letter of Credit under this Agreement and any application or reimbursement agreement, (iii) Borrowers the Parent Borrower shall have sole right to give instructions and make agreements with respect to this Agreement and the Letter of Credit, and the disposition of documents related thereto, and (iv) Borrowers the Parent Borrower shall have all powers and rights in respect of any security arising in connection with the Letter of Credit and the transaction related thereto. Borrowers The Parent Borrower shall, at the request of the Issuing LenderBank, cause such Subsidiary to execute and deliver an agreement confirming the terms specified in the immediately preceding sentence and acknowledging that it is bound thereby.

Letters of Credit Issued for Account of Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, or states that the Borrower shall be obligated as a Subsidiary is primary obligor to reimburse the “account party,” “applicant,” “customer,” “instructing party,” or the like of or for such Letter of Credit, and without derogating from any rights of Issuing Lender (whether arising by contract, at law, in equity or otherwise) against such Subsidiary in respect of such Letter of Credit, Borrowers shall compensate, indemnify and reimburse Issuing Lender Bank hereunder for any and all drawings under such Letter of Credit as if such Letter of Credit had been issued solely for the account of a Borrower. Additionally, each Borrower and irrevocably waives (to the extent permitted by applicable Law) any and all defenses that might otherwise be available to it as a guarantor or surety of any or all of the obligations of such Subsidiary in respect of such Letter of CreditSubsidiary. Borrowers The Borrower hereby acknowledge acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of Borrowersthe Borrower, and that Borrowers’ the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries. To the extent that any Letter of Credit is issued for the account of any Subsidiary of a the Borrower, Borrowers agree the Borrower agrees that (i) such Subsidiary shall have no rights against the Issuing LenderBank, the Administrative Agent or any Lender, (ii) Borrowers the Borrower shall be responsible for the obligations in respect of such Letter of Credit under this Agreement and any application or reimbursement agreement, (iii) Borrowers the Borrower shall have sole right to give instructions and make agreements with respect to this Agreement and the Letter of Credit, and the disposition of documents related thereto, and (iv) Borrowers the Borrower shall have all powers and rights in respect of any security arising in connection with the Letter of Credit and the transaction related thereto. Borrowers The Borrower shall, at the request of the Issuing LenderBank, cause such Subsidiary to execute and deliver an agreement confirming the terms specified in the immediately preceding sentence and acknowledging that it is bound thereby.

Letters of Credit Issued for Account of Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, or states that the Borrower shall be obligated as a Subsidiary is primary obligor to reimburse the “account party,” “applicant,” “customer,” “instructing party,” or the like of or for such Letter of Credit, and without derogating from any rights of applicable Issuing Lender (whether arising by contract, at law, in equity or otherwise) against such Subsidiary in respect of such Letter of Credit, Borrowers shall compensate, indemnify and reimburse Issuing Lender Bank hereunder for any and all drawings under such Letter of Credit as if such Letter of Credit had been issued solely for the account of a Borrower. Additionally, each Borrower and irrevocably waives (to the extent permitted by applicable Law) any and all defenses that might otherwise be available to it as a guarantor or surety of any or all of the obligations of such Subsidiary in respect of such Letter of CreditSubsidiary. Borrowers The Borrower hereby acknowledge acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of Borrowersthe Borrower, and that Borrowers’ the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries. To the extent that any Letter of Credit is issued for the account of any Subsidiary of the Borrower which is not a BorrowerGuarantor, Borrowers agree the Borrower agrees that (i) such Subsidiary shall have no rights against the Issuing LenderBank, the Administrative Agent or any Lender, (ii) Borrowers the Borrower shall be responsible for the obligations in respect of such Letter of Credit under this Agreement and any application or reimbursement agreement, (iii) Borrowers the Borrower shall have sole right to give instructions and make agreements with respect to this Agreement and the Letter of Credit, and the disposition of documents related thereto, and (iv) Borrowers the Borrower shall have all powers and rights in respect of any security arising in connection with the Letter of Credit and the transaction related thereto. Borrowers The Borrower shall, at the request of the Issuing LenderBank, cause such Subsidiary to execute and deliver an agreement confirming the terms specified in the immediately preceding sentence and acknowledging that it is bound thereby.

Letters of Credit Issued for Account of Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of supports any obligations of, or is for the account of, a Restricted Subsidiary, or states that a Restricted Subsidiary is the “account party,” “applicant,” “customer,” “instructing party,” or the like of or for such Letter of Credit, and without derogating from any rights of the relevant Issuing Lender Bank (whether arising by contract, at law, in equity or otherwise) against such Restricted Subsidiary in respect of such Letter of Credit, Borrowers the Borrower (i) shall compensatereimburse, Redline Waldencast - Credit Agreement (as amended by the Second Amendment) 2324969v9 and WALD - Credit Agreement (conformed through Third Amendment) 2412084v2 04/26/2024 1:14:08 PM 72 indemnify and reimburse compensate the relevant Issuing Lender Bank hereunder for such Letter of Credit (including to reimburse any and all drawings thereunder) as if such Letter of Credit had been issued solely for the account of a Borrower. Additionally, each the Borrower and (ii) irrevocably waives (to the extent permitted by applicable Law) any and all defenses that might otherwise be available to it as a guarantor or surety of any or all of the obligations of such Restricted Subsidiary in respect of such Letter of Credit. Borrowers The Borrower hereby acknowledge acknowledges that the issuance of such Letters of Credit for the account of Subsidiaries inures to the benefit of Borrowersthe Borrower, and that Borrowers’ the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries. To the extent that any Letter of Credit is issued for the account of any Subsidiary of a Borrower, Borrowers agree that (i) such Subsidiary shall have no rights against Issuing Lender, Administrative Agent or any Lender, (ii) Borrowers shall be responsible for the obligations in respect of such Letter of Credit under this Agreement and any application or reimbursement agreement, (iii) Borrowers shall have sole right to give instructions and make agreements with respect to this Agreement and the Letter of Credit, and the disposition of documents related thereto, and (iv) Borrowers shall have all powers and rights in respect of any security arising in connection with the Letter of Credit and the transaction related thereto. Borrowers shall, at the request of Issuing Lender, cause such Subsidiary to execute and deliver an agreement confirming the terms specified in the immediately preceding sentence and acknowledging that it is bound thereby.

Letters of Credit Issued for Account of Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, or states that Borrower shall be obligated as a Subsidiary is the “account party,” “applicant,” “customer,” “instructing party,” or the like of or primary obligor as set forth herein for any and all drawings under such Letter of Credit, and without derogating from any rights of Issuing Lender (whether arising by contract, at law, in equity or otherwise) against such Subsidiary in respect of such Letter of Credit, Borrowers shall compensate, indemnify and reimburse Issuing Lender hereunder for such Letter of Credit as if such Letter of Credit had been issued solely for the account of a Borrower. Additionally, each Borrower irrevocably waives (to the extent permitted by applicable Law) any and all defenses that might otherwise be available to it as a guarantor or surety of any or all of the obligations of such Subsidiary in respect of such Letter of CreditSubsidiary. Borrowers Borrower hereby acknowledge acknowledges that the issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of BorrowersBorrower, and that Borrowers’ Xxxxxxxx’s business derives substantial benefits from the businesses of such Subsidiaries. To the extent that any Letter of Credit is issued for the account of any Subsidiary of a Borrower, Borrowers agree Xxxxxxxx agrees that (i) such Subsidiary shall have no rights against Issuing LenderL/C Issuer, Administrative Agent, or any Lender and Borrower shall hold L/C Issuer, Administrative Agent and any such Lender harmless with respect to any claim or other attempted exercise of rights by such Subsidiary against any Lenderof them, (ii) Borrowers Borrower shall be responsible for the obligations in respect of such Letter of Credit under this Agreement and any application or reimbursement agreement, (iii) Borrowers Borrower shall have the sole right to give instructions and make agreements with respect to this Agreement and the Letter of Credit, and the disposition of documents related thereto, and (iv) Borrowers Borrower shall have all powers and rights in respect of any security arising in connection with the Letter of Credit and the transaction transactions related thereto. Borrowers Borrower shall, at the request of Issuing LenderL/C Issuer, cause such Subsidiary to execute and deliver an agreement confirming the terms specified in the immediately preceding sentence and acknowledging that it is bound thereby.