Common use of Requirements For Issuance of Letters of Credit Clause in Contracts

Requirements For Issuance of Letters of Credit. (a) In connection with the issuance of any Letter of Credit, Borrowers shall indemnify, save and hold Lender and each Issuer harmless from any loss, cost, expense or liability, including, without limitation, payments made by Lender or any Issuer and expenses and reasonable attorneys' fees incurred by Lender or any Issuer arising out of, or in connection with, any Letter of Credit to be issued for any Borrower. Borrowers shall be bound by Lender's and Issuer's regulations and good faith interpretations of any Letter of Credit issued or created for Borrowers' Account, although this interpretation may be different from Borrowers' own; and, neither Lender nor any Issuer nor any of their respective correspondents shall be liable for any error, negligence, or mistakes, whether of omission or commission, in following any Borrower's instructions or those contained in any Letter of Credit or of any modifications, amendments or supplements thereto or in issuing or paying any Letter of Credit, except for Lender's, any Issuer's or such correspondents' willful misconduct or gross negligence. (b) Borrowing Representative shall authorize and direct any Issuer of a Letter of Credit to name the applicable Borrower as the "applicant" or "account party" therein, to deliver to Lender all related payment/acceptance advices, to deliver to Lender all instruments, documents, and other writings and property received by the Issuer pursuant to the Letter of Credit and to accept and rely upon Lender's instructions and agreements with respect to all matters arising in connection with the Letter of Credit or the application therefor.

Requirements For Issuance of Letters of Credit. (a) In connection with the issuance of any Letter of Credit, Borrowers Credit Borrower shall indemnify, save and hold Lender and each Issuer harmless from any loss, cost, expense or liability, including, without limitation, payments made by Lender or any Issuer and expenses and reasonable attorneys' fees incurred by Lender or any Issuer arising out of, or in connection with, any Letter of Credit to be issued or created for any Borrower. Borrowers Borrower shall be bound by Lender's and Issuer's regulations and good faith interpretations of any Letter of Credit issued or created for Borrowers' Borrower's Account, although this interpretation may be different from Borrowers' its own; and, neither Lender nor any Issuer nor any of their respective correspondents shall be liable for any error, negligence, or mistakes, whether of omission or commission, in following any Borrower's instructions or those contained in any Letter of Credit or of any modifications, amendments or supplements thereto or in issuing or paying any Letter of Credit, Credit except for Lender's, any Issuer's or such correspondents' gross negligence or willful misconduct or gross negligencemisconduct. (b) Borrowing Representative Borrower shall authorize and direct any the Issuer of a Letter of Credit to name the applicable Borrower as the "applicantApplicant" or "account partyAccount Party" therein, to deliver to Lender all related payment/acceptance advices, to deliver to Lender all instruments, documents, and other writings and property received by the Issuer pursuant to the Letter of Credit and to accept and rely upon Lender's instructions and agreements with respect to all matters arising in connection with the Letter of Credit or the application therefor.

Requirements For Issuance of Letters of Credit. (a) In connection with the issuance of any Letter of Credit, Borrowers shall indemnify, save and hold Lender and each Issuer harmless from any loss, cost, expense or liability, including, without limitation, payments made by Lender or any Issuer and expenses and reasonable attorneys' ’ fees incurred by Lender or any Issuer arising out of, or in connection with, any Letter of Credit to be issued for any Borrower. Borrowers shall be bound by Lender's ’s and Issuer's ’s regulations and good faith interpretations of any Letter of Credit issued or created for Borrowers' ’ Account, although this interpretation may be different from Borrowers' ’ own; and, neither Lender nor any Issuer nor any of their respective correspondents shall be liable for any error, negligence, or mistakes, whether of omission or commission, in following any Borrower's ’s instructions or those contained in any Letter of Credit or of any modifications, amendments or supplements thereto or in issuing or paying any Letter of Credit, except for Lender's’s, any Issuer's ’s or such correspondents' ’ willful misconduct or gross negligence. (b) Borrowing Representative shall authorize and direct any Issuer of a Letter of Credit to name the applicable Borrower as the "“applicant" ” or "“account party" ” therein, to deliver to Lender all related payment/acceptance advices, to deliver to Lender all instruments, documents, and other writings and property received by the Issuer pursuant to the Letter of Credit and to accept and rely upon Lender's ’s instructions and agreements with respect to all matters arising in connection with the Letter of Credit or the application therefor. (c) In connection with all Letters of Credit issued or caused to be issued by Lender under this Agreement, each Borrower hereby appoints Lender, or its designee, as its attorney, with full power and authority if an Event of Default shall have occurred or be continuing, (i) to sign and/or endorse such Borrower’s name upon any warehouse or other receipts, letter of credit applications and acceptances; (ii) to sign such Borrower’s name on bills of lading; (iii) to clear Inventory through the United States of America Customs Department (“Customs”) in the name of such Borrower or Lender or Lender’s designee, and to sign and deliver to Customs officials powers of attorney in the name of such Borrower for such purpose; and (iv) to complete in such Borrower’s name or Lender’s, or in the name of Lender’s designee, any order, sale or transaction, obtain the necessary documents in connection therewith, and collect the proceeds thereof. Neither Lender nor its attorneys will be liable for any acts or omissions nor for any error of judgment or mistakes of fact or law, except for Lender’s or its attorney’s willful misconduct or gross negligence. This power, being coupled with an interest, is irrevocable as long as any Letters of Credit remain outstanding. (d) Each Borrower shall be irrevocably and unconditionally obligated forthwith without presentment, demand, protest or other formalities of any kind, to reimburse Lender for any amounts paid by Lender with respect to any Letter of Credit issued for the account of such Borrower, including all fees, costs and expenses paid by Lender to any Issuer or correspondence bank that issues or negotiates Letters of Credit. In connection with the foregoing, Borrower authorizes and directs Lender to make a Revolving Advance in the amount of any such reimbursement obligation when it becomes due and to pay or reimburse itself (or the Issuer or correspondent bank as appropriate) with the proceeds thereof; but, if at the time such payment becomes due the unpaid balance of Revolving Advances exceeds or would exceed with the making of such disbursement the maximum amount permitted under Section 2.1 hereof, then, no such Revolving Advance shall be made and Borrower shall be obligated to make such payment in full or be in default of the payment thereof. (e) On demand, during any time that an Event of Default exists, Borrowers will cause cash to be deposited and maintained in an account with Lender, as cash Collateral, in an amount equal to one hundred ten percent (110%) of the undrawn face amount of any outstanding Letters of Credit, and each Borrower hereby irrevocably authorizes Lender, in its discretion, on such Borrower’s behalf and in such Borrower’s name, to open such an account and to make and maintain deposits therein, or in an account opened by such Borrower, in the amounts required to be made by such Borrower, out of the proceeds of Receivables or other Collateral or out of any other funds of such Borrower coming into Lender’s possession at any time. Lender will invest such cash Collateral (less applicable reserves) in such short-term money-market items as to which Lender and such Borrower mutually agree and the net return on such investments shall be credited to such account and constitute additional cash Collateral. No Borrower may withdraw amounts credited to any such account except upon payment and performance in full of all Obligations and termination of this Agreement.

Requirements For Issuance of Letters of Credit. (a) In connection with the issuance of any Letter of Credit, Borrowers shall indemnify, save and hold Agent, each Lender and each Issuer harmless from any loss, cost, expense or liability, including, without limitation, including payments made by Agent, any Lender or any Issuer and expenses and reasonable attorneys' fees incurred by Agent, any Lender or any Issuer arising out of, or in connection with, any Letter of Credit to be issued or created for any Borrower. Borrowers shall be bound by LenderAgent's and or any Issuer's regulations and good faith interpretations of any Letter of Credit issued or created for Borrowers' Account, although this interpretation may be different from Borrowers' its own; and, neither Lender Agent, nor any Lender, nor any Issuer nor any of their respective correspondents shall be liable for any error, negligence, or mistakes, whether of omission or commission, in following Borrowing Agent's or any Borrower's instructions or those contained in any Letter of Credit or of any modifications, amendments or supplements thereto or in issuing or paying any Letter of Credit, except for Agent's, any Lender's, any Issuer's or such correspondents' willful misconduct or gross negligence. (b) Borrowing Representative Agent shall authorize and direct any Issuer of a Letter of Credit to name the applicable Borrower as the "applicantApplicant" or "account partyAccount Party" thereinof each Letter of Credit. If Agent is not the Issuer of any Letter of Credit, Borrower shall authorize and direct the Issuer to deliver to Lender all related payment/acceptance advices, to deliver to Lender Agent all instruments, documents, and other writings and property received by the Issuer pursuant to the Letter of Credit and to accept and rely upon LenderAgent's instructions and agreements with respect to all matters arising in connection with the Letter of Credit or Credit, the application therefor or any acceptance therefor.

Requirements For Issuance of Letters of Credit. (a) In connection with the issuance of any Letter of Credit, Borrowers Borrower shall indemnify, save and hold Agent, each Lender and each Issuer harmless from any loss, cost, expense or liability, including, without limitation, payments made by Agent, any Lender or any Issuer and expenses and reasonable attorneys' fees incurred by Agent, any Lender or any Issuer arising out of, or in connection with, any Letter of Credit to be issued for any Borrower. Borrowers Borrower shall be bound by LenderAgent's and or any Issuer's regulations and good faith interpretations of any Letter of Credit issued or created for Borrowers' Borrower's Account, although this interpretation may be different from Borrowers' its own; and, neither Lender Agent, nor any Lender, nor any Issuer nor any of their respective correspondents shall be liable for any error, negligence, or mistakes, whether of omission or commission, in following any Borrower's instructions or those contained in any Letter of Credit or of any modifications, amendments or supplements thereto or in issuing or paying any Letter of Credit, except for Agent's, any Lender's, any Issuer's or such correspondents' gross negligence or willful misconduct or gross negligencemisconduct. (b) Borrowing Representative Borrower shall authorize and direct any Issuer of a Letter of Credit to name the applicable Borrower as the "applicantApplicant" or "account partyAccount Party" thereinof each Letter of Credit. If Agent is not the Issuer of any Letter of Credit, Borrower shall authorize and direct the Issuer to deliver to Lender all related payment/acceptance advices, to deliver to Lender Agent all instruments, documents, and other writings and property received by the Issuer pursuant to the Letter of Credit and to accept and rely upon LenderAgent's instructions and agreements with respect to all matters arising in connection with the Letter of Credit or the application therefor.

Requirements For Issuance of Letters of Credit. (a) In connection with the issuance of any Letter of Credit, Borrowers shall indemnify, save and hold Lender Agent and each Issuer harmless from any loss, cost, expense or liability, including, without limitation, payments made by Lender or any Issuer and expenses and reasonable attorneys' fees incurred by Lender Agent or any Issuer arising out of, or in connection with, any Letter of Credit to be issued or created for any Borrower. Borrowers shall be bound by LenderAgent's and or any Issuer's regulations and good faith interpretations of any Letter of Credit issued or created for Borrowers' Account, although this interpretation may be different from Borrowers' its own; and, neither Lender Agent, nor any Issuer nor any of their respective correspondents shall be liable for any error, negligence, or mistakes, whether of omission or commission, in following Borrowing Agent's or any Borrower's instructions or those contained in any Letter of Credit or of any modifications, amendments or supplements thereto or in issuing or paying any Letter of Credit, except for LenderAgent's, any Issuer's or such correspondents' gross negligence or willful misconduct or gross negligencemisconduct. (b) Borrowing Representative Agent shall authorize and direct any Issuer of a Letter of Credit to name the applicable Borrower as the "applicantApplicant" or "account partyAccount Party" thereinof each Letter of Credit. If Agent is not the Issuer of any Letter of Credit, Borrowing Agent shall authorize and direct the Issuer to deliver to Lender all related payment/acceptance advices, to deliver to Lender Agent all instruments, documents, and other writings and property received by the Issuer pursuant to the Letter of Credit and to accept and rely upon LenderAgent's instructions and agreements with respect to all matters arising in connection with the Letter of Credit or Credit, the application therefor or any acceptance therefor.

Requirements For Issuance of Letters of Credit. (a) 2.12.1 In connection with the issuance of any Letter of Credit, Borrowers Borrower shall indemnify, save and hold Agent, each Lender and each Issuer harmless from any loss, cost, expense or liability, including, without limitation, payments made by Agent, any Lender or any Issuer and expenses and reasonable attorneys' fees incurred by Agent, any Lender or any Issuer arising out of, or in connection with, any Letter of Credit to be issued or created for any Borrower. Borrowers Borrower shall be bound by LenderAgent's and or any Issuer's regulations and good faith interpretations of any Letter of Credit issued or created for Borrowers' Borrower's Account, although this interpretation may be different from Borrowers' its own; and, neither Lender Agent, nor any Lender, nor any Issuer nor any of their respective correspondents shall be liable for any error, negligence, or mistakes, whether of omission or commission, in following any Borrower's instructions or those contained in any Letter of Credit or of any modifications, amendments or supplements thereto or in issuing or paying any Letter of Credit, except for Agent's, any Lender's, any Issuer's or such correspondents' willful misconduct or gross negligencemisconduct. (b) Borrowing Representative 2.12.2 Borrower shall authorize and direct any Issuer of a Letter of Credit to name the applicable Borrower as the "applicantApplicant" or "account partyAccount Party" thereinof each Letter of Credit. If Agent is not the Issuer of any Letter of Credit, Borrower shall authorize and direct the Issuer to deliver to Lender all related payment/acceptance advices, to deliver to Lender Agent all instruments, documents, and other writings and property received by the Issuer pursuant to the Letter of Credit and to accept and rely upon LenderAgent's instructions and agreements with respect to all matters arising in connection with the Letter of Credit or the application therefor.

Requirements For Issuance of Letters of Credit. (a) In connection with the issuance of any Letter of Credit, Borrowers shall indemnify, save and hold Agent, each Lender and each Issuer harmless from any loss, cost, expense or liability, including, without limitation, including payments made by Agent, any Lender or any Issuer and expenses and reasonable attorneys' fees incurred by Agent, any Lender or any Issuer arising out of, or in connection with, any Letter of Credit to be issued or created for any Borrower. Borrowers shall be bound by LenderAgent's and or any Issuer's regulations and good faith interpretations of any Letter of Credit issued or created for Borrowers' Account, although this interpretation may be different from Borrowers' its own; and, neither Lender Agent, nor any Lender, nor any Issuer nor any of their respective correspondents shall be liable for any error, negligence, or mistakes, whether of omission or commission, in following Borrowing Agent's or any Borrower's instructions or those contained in any Letter of Credit or of any modifications, amendments or supplements thereto or in issuing or paying any Letter of Credit, except for Agent's, any Lender's, any Issuer's or such correspondents' willful misconduct or gross negligencemisconduct. (b) Borrowing Representative Agent shall authorize and direct any Issuer of a Letter of Credit to name the applicable Borrower as the "applicantApplicant" or "account partyAccount Party" thereinof each Letter of Credit. If Agent is not the Issuer of any Letter of Credit, Borrowing Agent shall authorize and direct the Issuer to deliver to Lender all related payment/acceptance advices, to deliver to Lender Agent all instruments, documents, and other writings and property received by the Issuer pursuant to the Letter of Credit and to accept and rely upon LenderAgent's instructions and agreements with respect to all matters arising in connection with the Letter of Credit or Credit, the application therefor or any acceptance therefor.

Requirements For Issuance of Letters of Credit. (a) In connection with the issuance of any Letter of Credit, Borrowers Credit Borrower shall indemnify, save and hold Lender and each Issuer harmless from any loss, reasonable cost, reasonable expense or liability, including, without limitation, payments made by Lender or any Issuer Lender, and reasonable expenses and reasonable attorneys' fees incurred by Lender or any Issuer arising out of, or in connection with, any Letter of Credit to be issued or created for any Borrower. Borrowers Borrower shall be bound by Lender's and Issueror any issuing or accepting bank's regulations and good faith interpretations of any Letter of Credit issued or created for Borrowers' Borrower's Account, although this interpretation may be different from Borrowers' Borrower's own; and, neither Lender nor any Issuer Lender, the bank which opened the Letter of Credit, nor any of their respective its correspondents shall be liable for any error, negligence, or mistakes, whether of omission or commission, in following any Borrower's instructions or those contained in any Letter of Credit or of any modifications, amendments or supplements thereto or in issuing or paying any Letter of Credit, except for Lender's, any Issuer's or such correspondents' willful misconduct or gross (not mere) negligence. (b) Borrowing Representative Borrower shall authorize and direct any Issuer of bank which issues a Letter of Credit to name the applicable Borrower as the "applicantAccount Party" or "account party" therein, to deliver to Lender all related payment/acceptance advices, therein and to deliver to Lender all instruments, documents, and other writings and property received by the Issuer bank pursuant to the Letter of Credit and to accept and rely upon Lender's instructions and agreements with respect to all matters arising in connection with the Letter of Credit or Credit, the application therefor or any acceptance therefor. (c) In connection with all documentary Letters of Credit issued or caused to be issued by Lender under this Agreement, Borrower hereby appoints Lender, or its designee, as its attorney, with full power and authority, (i) to sign and/or endorse Borrower's name upon any warehouse or other receipts, letter of credit applications and acceptances;