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 or creation of any Letter of Credit Borrower shall indemnify, save and hold Lender harmless from any loss, cost, expense or liability, including, without limitation, payments made by Lender, and expenses and reasonable attorneys' fees incurred by Lender arising out of, or in connection with, any Letter of Credit to be issued or any acceptances created for Borrower. Borrower shall be bound by Lender's or any issuing or accepting bank's regulations and good faith interpretations of any Letter of Credit issued or acceptance created for Borrower's account, although this interpretation may be different from Borrower's own; and, neither Lender, nor any of its correspondents shall be liable for any error, negligence, or mistakes, whether by omission or commission, in following Borrower's instructions or those contained in any Letter of Credit or of any modifications, amendments or supplements thereto or in creating or paying any Letter of Credit or acceptance, except for Lender's or such correspondents' gross negligence or willful misconduct. (b) Borrower shall authorize and direct any bank which issues a Letter of Credit to name Borrower as the "ACCOUNT PARTY" therein and to deliver to Lender all instruments, documents, and other writings and property received by the bank pursuant to the Letter of Credit or in connection with any acceptance and to accept and rely upon Lender's instructions and agreements with respect to all matters arising in connection with the Letter of Credit, the application therefor or any acceptance therefor. (c) In connection with all Letters of Credit issued or created by Lender under this Agreement, upon an Event of Default or failure to repay by Borrower under any reimbursement agreement, Borrower hereby appoints Lender, or its designee, as its attorney, with full power and authority (a) to sign and/or endorse Borrower's name upon any warehouse or other receipts, letter of credit applications and acceptances; (

Requirements For Issuance of Letters of Credit. (a) In connection with the issuance or creation of any Letter of Credit Borrower Credit, Borrowers shall indemnify, save and hold Lender harmless from any loss1099, cost, expense or liability, including, without limitation, payments made by Lender, and expenses and reasonable attorneys' fees incurred by Lender arising out of, or in connection with, any Letter of Credit to be issued or any acceptances created for any Borrower. Borrower Borrowers shall be bound by Lender's or any issuing or accepting bank's regulations and good faith interpretations of any Letter of Credit issued or acceptance created for Borrower's Borrowers' account, although this interpretation may be different from Borrower's Borrowers, own; and, neither Lender, the bank which opened the Letter of Credit, nor any of its correspondents shall be liable for any error, negligence, error or mistakes, whether by of omission or commission, in following BorrowerBorrowing Agent's instructions or those contained in any Letter of Credit or of any modifications, amendments or supplements thereto or in creating issuing or paying any Letter of Credit or acceptance, except for Lender's or such correspondents' , willful misconduct or gross negligence or willful misconduct(not mere) negligence. (b) Borrower Borrowing Agent shall authorize and direct any bank which issues a Letter of Credit to name Borrower Borrowers as the "ACCOUNT PARTYAccount Party" therein and to deliver to Lender all instruments, instruments documents, and other writings and property received by the bank pursuant to the Letter of Credit or in connection with any acceptance and to accept and rely upon Lender's instructions and agreements with respect to all matters arising in connection with the Letter of Credit, Credit or the application therefor or any acceptance therefor. (c) In connection with all Letters of Credit issued or created caused to be issued by Lender under this Agreement, upon an Event of Default or failure to repay by Borrower under any reimbursement agreement, Borrower Borrowers hereby appoints appoint Lender, or its designee, as its their attorney, with full power and authority (ai) to sign and/or endorse any Borrower's name upon any warehouse or other receipts, letter of credit applications and acceptances; (

Requirements For Issuance of Letters of Credit. (a1) In connection with the issuance or creation of any Letter of Credit Credit, 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 LenderAgent, any Lender or any Issuer, and expenses and reasonable attorneys' fees incurred by Agent or any Lender arising out of, or in connection with, any Letter of Credit to be issued or any acceptances created for Borrower. Borrower shall be bound by LenderAgent's or any issuing or accepting bankIssuer's regulations and good faith interpretations of any Letter of Credit issued or acceptance created for Borrower's accountAccount, although this interpretation may be different from Borrower's own; and, neither Agent, nor any Lender, nor any Issuer, nor any of its their correspondents shall be liable for any error, negligence, or mistakes, whether by of omission or commission, in following Borrower's instructions or those contained in any Letter of Credit or of any modifications, amendments or supplements thereto or in creating issuing or paying any Letter of Credit or acceptanceCredit, except for Agent's, any Lender's, any Issuer's or such correspondents' gross negligence or willful misconduct(not mere) negligence. (b2) Borrower shall authorize and direct any bank which issues a Letter of Credit Issuer to name Borrower as the "ACCOUNT PARTYApplicant" or "Account Party" therein and to deliver to Lender Agent all instruments, documents, and other writings and property received by the bank Issuer pursuant to the Letter of Credit or in connection with any acceptance and to accept and rely upon LenderAgent's instructions and agreements with respect to all matters arising in connection with the Letter of Credit, Credit or the application therefor or any acceptance therefor. (c3) In connection with all Letters of Credit issued or created caused to be issued by Lender Agent under this Agreement, upon an Event of Default or failure to repay by Borrower under any reimbursement agreement, Borrower hereby appoints LenderAgent, or its designee, as its attorney, with full power and authority authority, (ai) to sign and/or endorse Borrower's name upon any warehouse or other receipts, letter (ii) to sign Borrower's name on bills of credit applications lading; and acceptances; (

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

Requirements For Issuance of Letters of Credit. (a) In connection with the issuance or creation of any Letter of Credit Credit, each 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 LenderAgent, 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 any acceptances created for BorrowerCredit. Borrower The Borrowers shall be bound by Lender's Agent’s or any issuing or accepting bank's Issuer’s regulations and good faith interpretations of any Letter of Credit issued or acceptance created for Borrower's accountCredit, although this interpretation may be different from Borrower's ownBorrowers’ own interpretation; and, neither Agent, nor any Lender, nor any of its correspondents Issuer shall be liable for any error, negligence, or mistakes, whether by 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 creating issuing or paying any Letter of Credit or acceptance, except for Agent’s, any Lender's ’s, or such correspondents' any Issuer’s gross (not mere) negligence or willful misconduct, as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. (b) Borrower The Borrowers shall authorize and direct any bank which issues Issuer of a Letter of Credit to name Borrower as the "ACCOUNT PARTY" therein and deliver to Agent all related payment/acceptance advices, to deliver to Lender Agent all instruments, documents, and other writings and property received by the bank Issuer pursuant to the Letter of Credit or in connection with any acceptance and to accept and rely upon Lender's Agent’s instructions and agreements with respect to all matters arising in connection with the Letter of Credit, Credit or the application therefor or any acceptance therefor. (c) In connection with all Letters of Credit issued or created caused to be issued by Lender Agent under this Agreement, upon an Event of Default or failure to repay by Borrower under any reimbursement agreement, each Borrower hereby appoints LenderAgent, or its designee, as its attorney, with full power and authority upon the occurrence and during the continuance of an Event of Default: (a) 8) to sign and/or endorse each Borrower's ’s name upon any warehouse or other receipts, letter Letter of credit applications Credit Applications and acceptances; (9) to sign each Borrower’s name on bills of lading;

Requirements For Issuance of Letters of Credit. (a) In connection with the issuance or creation of any Letter of Credit Credit, each 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 LenderAgent, 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 any acceptances created for BorrowerCredit. Borrower The Borrowers shall be bound by Lender's Agent’s or any issuing or accepting bank's Issuer’s regulations and good faith interpretations of any Letter of Credit issued or acceptance created for Borrower's accountCredit, although this interpretation may be different from Borrower's ownBorrowers’ own interpretation; and, neither Agent, nor any Lender, nor any of its correspondents Issuer shall be liable for any error, negligence, or mistakes, whether by 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 creating issuing or paying any Letter of Credit or acceptance, except for Agent’s, any Lender's ’s, or such correspondents' any Issuer’s gross (not mere) negligence or willful misconduct, as determined pursuant to a final, non-appealable order of a court of competent jurisdiction. (b) Borrower The Borrowers shall authorize and direct any bank which issues Issuer of a Letter of Credit to name Borrower as the "ACCOUNT PARTY" therein and deliver to Agent all related payment/acceptance advices, to deliver to Lender Agent all instruments, documents, and other writings and property received by the bank Issuer pursuant to the Letter of Credit or in connection with any acceptance and to accept and rely upon Lender's Agent’s instructions and agreements with respect to all matters arising in connection with the Letter of Credit, Credit or the application therefor or any acceptance therefor. (c) In connection with all Letters of Credit issued or created caused to be issued by Lender Agent under this Agreement, upon an Event of Default or failure to repay by Borrower under any reimbursement agreement, each Borrower hereby appoints LenderAgent, or its designee, as its attorney, with full power and authority upon the occurrence and during the continuance of an Event of Default, to complete in each Borrower’s name or Agent’s, or in the name of Agent’s designee, any order, sale or transaction, obtain the necessary documents in connection therewith, and collect the proceeds thereof. Neither Agent 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 Agent’s or its attorney’s gross (anot mere) negligence or willful misconduct, as determined pursuant to sign and/or endorse Borrower's name a final, non-appealable order of a court of competent jurisdiction. This power, being coupled with an interest, is irrevocable as long as any Letters of Credit remain outstanding. (d) Each Lender, according to its Commitment Percentage, shall to the extent of the aggregate amount of all unreimbursed reimbursement obligations arising from disbursements made or obligations incurred with respect to the Letters of Credit be deemed to have irrevocably purchased an undivided participation in (i) each such unreimbursed reimbursement obligation, (ii) Agent’s credit support enhancement provided to the Issuer of any Letter of Credit and (iii) each Revolving Advance made as a consequence of the issuance of a Letter of Credit and all disbursements thereunder. In the event that at the time a disbursement is made the unpaid balance of Revolving Advances exceeds or would exceed, with the making of such disbursement, the amount permitted under Section 2.1, and such disbursement is not reimbursed by the Borrowers within two (2) Business Days, upon Agent’s demand each Lender shall pay to Agent such Lender’s Commitment Percentage of such unreimbursed disbursement together with such Lender’s Commitment Percentage of Agent’s unreimbursed costs and expenses relating to such unreimbursed disbursement. Upon receipt by Agent of a repayment from the Borrowers of any warehouse amount disbursed by Agent for which Agent had already been reimbursed by Lenders, Agent shall deliver to each Lender that Lender’s proportionate share of such repayment. Each Lender’s participation commitment shall continue until the last to occur of any of the following events: (A) Agent ceases to be obligated to issue or other receipts, letter cause to be issued Letters of credit applications and acceptancesCredit hereunder; (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) Agent, Issuer and all Persons (other than the Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

Requirements For Issuance of Letters of Credit. (a) In connection with the issuance or creation of any Letter of Credit Borrower shall indemnify, save and hold Agent and each Lender harmless from any loss, cost, expense or liability, including, without limitation, payments made by Agent and any Lender, and expenses and reasonable attorneys' fees incurred by Agent or any Lender arising out of, or in connection with, any Letter of Credit to be issued or any acceptances created for Borrower. Borrower shall be bound by LenderAgent's or any issuing or accepting bank's regulations and good faith interpretations of any Letter of Credit issued or acceptance created for Borrower's accountAccount, although this interpretation may be different from Borrower's own; and, neither Agent nor any Lender, the bank which opened the Letter of Credit, nor any of its correspondents shall be liable for any error, negligence, or mistakes, whether by of omission or commission, in following Borrower's instructions or those contained in any Letter of Credit or of any modifications, amendments or supplements thereto or in creating issuing or paying any Letter of Credit or acceptance, except for Agent's or any Lender's or such correspondents' gross negligence or willful misconduct. (b) Borrower shall authorize and direct any bank which issues a Letter of Credit to name Borrower as the "ACCOUNT PARTYAccount Party" therein and to deliver to Lender Agent all instruments, documents, and other writings and property received by the bank pursuant to the Letter of Credit or in connection with any acceptance and to accept and rely solely upon LenderAgent's instructions and agreements with respect to all matters arising in connection with the Letter of Credit, the application therefor or any acceptance therefor. (c) In connection with all Letters of Credit issued or created caused to be issued by Lender Agent under this Agreement, upon an Event of Default or failure to repay by Borrower under any reimbursement agreement, Borrower hereby appoints LenderAgent, or its designee, as its attorney, with full power and authority if an Event of Default shall have occurred and be continuing, (ai) to sign and/or endorse Borrower's name upon any warehouse or other receipts, letter of credit applications and acceptances; (;

Requirements For Issuance of Letters of Credit. (a) In connection with the issuance or creation of any Letter of Credit Borrower Credit, the Borrowers shall indemnify, save and hold the Lender and the Issuer harmless from any loss, cost, expense or liability, including, without limitation, including payments made by Lender, the Lender or the Issuer and expenses and reasonable attorneys' ’ fees incurred by the Lender or the Issuer arising out of, or in connection with, any Letter of Credit to be issued or any acceptances created for any Borrower, unless such loss, cost, expense or liability is caused by the Lender’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. Borrower The Borrowers shall be bound by the Lender's ’s or any issuing or accepting bank's the Issuer’s regulations and good faith interpretations of any Letter of Credit issued or acceptance created for Borrower's accountto the Loan Account, although this interpretation may be different from Borrower's its own; and, neither the Lender, nor the Issuer nor any of its their correspondents shall be liable for any error, negligence, or mistakes, whether by 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 creating issuing or paying any Letter of Credit or acceptance, except for Lender's or such correspondents' gross negligence or willful misconductCredit. (b) Borrower The Borrowers shall authorize and direct any bank which issues a Letter of Credit to name Borrower as the "ACCOUNT PARTY" therein and Issuer to deliver to the Lender all instruments, documents, and other writings and property received by the bank Issuer pursuant to the Letter of Credit or in connection with any acceptance and to accept and rely upon the Lender's ’s instructions and agreements with respect to all matters arising in connection with the Letter of Credit, the application therefor or any acceptance therefor. (c) In connection Immediately upon the request of the Lender, if any Letter of Credit remains outstanding after five (5) Business Days prior to the Facility Termination Date, the Borrowers will deposit and maintain in an account with all the Lender in cash, as cash collateral, in an amount equal to one hundred five percent (105%) of the amount of outstanding Letters of Credit issued Credit. In each case, the Borrowers hereby irrevocably authorize the Lender, in its discretion, on the Borrowers’ behalf and in any Borrower’s name, to open such an account and to make and maintain deposits in such account or created in an account opened by the Borrowers, in the amounts required to be made by the Borrowers, out of the proceeds of Accounts or other Collateral, from an Advance, or out of any other funds of the Borrowers coming into the Lender’s possession at any time. The Lender under will invest such cash collateral in such short-term money-market items as to which the Lender and the Borrowers mutually agree and the net return on such investments shall be credited to such account and constitute additional cash collateral. The Borrowers may not withdraw amounts credited to any such account except upon payment and performance in full of all Obligations and termination of this Agreement, upon an Event of Default or failure to repay by Borrower under any reimbursement agreement, Borrower hereby appoints Lender, or its designee, as its attorney, with full power and authority (a) to sign and/or endorse Borrower's name upon any warehouse or other receipts, letter of credit applications and acceptances; (.

Requirements For Issuance of Letters of Credit. (a) 2.11.3.1 In connection with the issuance or creation of any Letter of Credit Credit, the Borrower shall indemnify, save and hold Lender the Agent and each Bank harmless from any loss, reasonable cost, expense or liability, including, without limitation, payments made by Lender, the Agent or any Bank and reasonable expenses and reasonable attorneys' attorneys fees incurred by Lender the Agent or any Bank arising out of, or in connection with, any Letter of Credit to be issued or any acceptances created for the Borrower. The Borrower shall be bound by Lender's the Agent or any issuing or accepting bankIssuer's regulations and reasonable good faith interpretations of any Letter of Credit issued or acceptance created for the Borrower's account, although this interpretation may be different from Borrower's its own; and, and neither Lender, the Agent nor any of its correspondents Bank shall be liable for any error, negligence, or mistakes, whether by of omission or commission, in following the Borrower's instructions or those contained in any Letter of Credit Credit, or of any modifications, amendments or supplements thereto or in creating issuing or paying any Letter of Credit or acceptanceCredit, except for Lenderthe Agent's, any Bank's, or the Issuer's willful misconduct or such correspondents' gross negligence or willful misconductnegligence. (b) 2.11.3.2 If the Agent is not the Issuer of any Letter of Credit, the Borrower shall authorize and direct any bank which issues a Letter of Credit to name Borrower as the "ACCOUNT PARTY" therein and Issuer to deliver to Lender Agent all instruments, documents, and other writings and property received by the bank Issuer pursuant to the Letter of Credit or in connection with any acceptance and to accept and rely upon LenderAgent's instructions and agreements with respect to all matters arising in connection with the Letter of Credit, the application therefor or any acceptance therefor. (c) 2.11.3.3 In connection with all Letters of Credit issued or created caused to be issued by Lender the Agent under this Agreement, upon an Event of Default or failure to repay by Borrower under any reimbursement agreement, the Borrower hereby appoints Lenderthe Agent, or its designee, as its attorney-in-fact, with full power and authority authority, following the occurrence and during the continuance of an Event of Default (ai) to sign and/or endorse the Borrower's name upon any warehouse or other receipts, letter of credit applications Applications and acceptances; (

Requirements For Issuance of Letters of Credit. (a) In connection with the issuance or creation of any Letter of Credit Borrower Credit, Borrowers 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 LenderAgent, any Lender or any Issuer and expenses and reasonable attorneys' fees incurred by Agent, any Lender or Issuer arising out of, or in connection with, any Letter of Credit to be issued or any acceptances created for any Borrower. Borrower Borrowers shall be bound by LenderAgent's or any issuing or accepting bankIssuer's regulations and good faith interpretations of any Letter of Credit issued or acceptance created for Borrower's accountBorrowers' Account, although this interpretation may be different from Borrower's its own; and, neither Agent, nor any Lender, nor any Issuer nor any of its their correspondents shall be liable for any error, negligence, or mistakes, whether by 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 creating issuing or paying any Letter of Credit or acceptanceCredit, except for Agent's, any Lender's, any Issuer's or such correspondents' gross negligence or willful misconduct. (b) Borrower Borrowing Agent shall authorize and direct any bank which issues a Letter of Credit Issuer to name the applicable Borrower as the "ACCOUNT PARTYApplicant" therein or "Account Party" of 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 Agent all instruments, documents, and other writings and property received by the bank Issuer pursuant to the Letter of Credit or in connection with any acceptance and to accept and rely upon LenderAgent's instructions and agreements with respect to all matters arising in connection with the Letter of Credit, the application therefor or any acceptance therefor. (c) In connection with all Letters of Credit issued or created by Lender under this Agreement, upon an Event of Default or failure to repay by Borrower under any reimbursement agreement, Borrower hereby appoints Lender, or its designee, as its attorney, with full power and authority (a) to sign and/or endorse Borrower's name upon any warehouse or other receipts, letter of credit applications and acceptances; (

Requirements For Issuance of Letters of Credit. (a) In connection with the issuance or creation of any Letter of Credit 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 LenderAgent, any Lender or any Issuer, and expenses and reasonable attorneys' fees incurred by Agent or any Lender arising out of, or in connection with, any Letter of Credit to be issued or any acceptances created for Borrower. Borrower shall be bound by LenderAgent's or any issuing or accepting bankIssuer's regulations and good faith interpretations of any Letter of Credit issued or acceptance created for Borrower's accountAccount, although this interpretation may be different from Borrower's own; and, neither Agent, nor any Lender, nor any Issuer, nor any of its their correspondents shall be liable for any error, negligence, or mistakes, whether by of omission or commission, in following Borrower's instructions or those contained in any Letter of Credit or of any modifications, amendments or supplements thereto or in creating issuing or paying any Letter of Credit or acceptanceCredit, except for Agent's, any Lender's, any Issuer's or such correspondents' gross negligence or willful misconduct. (b) Borrower shall authorize and direct any bank which issues a Letter of Credit Issuer to name Borrower as the "ACCOUNT PARTYApplicant" or "Account Party" therein and to deliver to Lender Agent all instruments, documents, and other writings and property received by the bank Issuer pursuant to the Letter of Credit or in connection with any acceptance and to accept and rely upon LenderAgent's instructions and agreements with respect to all matters arising in connection with the Letter of Credit, the application therefor or any acceptance therefor. (c) In connection with all Letters of Credit issued or created caused to be issued by Lender Agent under this Agreement, upon an Event of Default or failure to repay by Borrower under any reimbursement agreement, Borrower hereby appoints LenderAgent, or its designee, as its attorney, with full power and authority (ai) to sign and/or endorse Borrower's name upon any warehouse or other receipts, letter of credit applications and acceptances; (ii) to sign Borrower's name on bills of lading; (iii) to clear Inventory through the United States of America Customs Department ("Customs") in the name of Borrower or Agent or Agent's designee, and to sign and deliver to Customs officials powers of attorney in the name of Borrower for such purpose; and (iv) to complete in Borrower's name or Agent's, or in the name of Agent's designee, any order, sale or transaction, obtain the necessary documents in connection therewith, and collect the proceeds thereof. Neither Agent 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 Agent's or its attorney's willful misconduct. This power, being coupled with an interest, is irrevocable as long as any Letters of Credit remain outstanding. (d) Each Lender shall to the extent of the amount equal to the product of such Lender's Commitment Percentage times the aggregate amount of all unreimbursed reimbursement obligations arising from disbursements made or obligations incurred with respect to the Letters of Credit be deemed to have irrevocably purchased an undivided participation in each such unreimbursed reimbursement obligation. In the event that at the time a disbursement is made the unpaid balance of Revolving Advances exceeds or would exceed, with the making of such disbursement, the lesser of the Maximum Revolving Advance Amount or the Formula Amount, and such disbursement is not reimbursed by Borrower within two (2) Business Days, Agent shall promptly notify each Lender and upon Agent's demand each Lender shall pay to Agent such Lender's proportionate share of such unreimbursed disbursement together with such Lender's proportionate share of Agent's unreimbursed costs and expenses relating to such unreimbursed disbursement. Upon receipt by Agent of a repayment from Borrower of any amount disbursed by Agent for which Agent had already been reimbursed by Lenders, Agent shall deliver to each Lender that Lender's pro rata share of such repayment. Each Lender's participation commitment shall continue until the last to occur of any of the following events: (A) Agent ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (B) no Letter of Credit issued hereunder remains outstanding and uncancelled or (C) all Persons (other than Borrower) have been fully reimbursed for all payments made under or relating to Letters of Credit.