OF CREDIT HEREUNDER.
2.11.
REQUIREMENTS FOR ISSUANCE OF LETTERS OF CREDIT.
(A)
BORROWING AGENT SHALL AUTHORIZE AND DIRECT ANY ISSUER TO NAME THE
APPLICABLE BORROWER AS THE "APPLICANT" 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 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 AGENT'S INSTRUCTIONS AND
AGREEMENTS WITH RESPECT TO ALL MATTERS ARISING IN CONNECTION WITH THE LETTER OF
CREDIT, THE APPLICATION THEREFOR OR ANY ACCEPTANCE THEREFOR.
(B)
IN CONNECTION WITH ALL LETTERS OF CREDIT ISSUED OR CAUSED TO BE
ISSUED BY AGENT UNDER THIS AGREEMENT, EACH BORROWER HEREBY APPOINTS AGENT, OR
ITS DESIGNEE, AS ITS ATTORNEY, WITH FULL POWER AND AUTHORITY IF AN EVENT OF
DEFAULT SHALL HAVE OCCURRED, (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 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 SUCH 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.
30
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.
2.12.
DISBURSEMENTS, REIMBURSEMENT.
(A)
IMMEDIATELY UPON THE ISSUANCE OF EACH LETTER OF CREDIT, EACH
LENDER SHALL BE DEEMED TO, AND HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES TO,
PURCHASE FROM AGENT A PARTICIPATION IN SUCH LETTER OF CREDIT AND EACH DRAWING
THEREUNDER IN AN AMOUNT EQUAL TO SUCH LENDER'S COMMITMENT PERCENTAGE OF THE
MAXIMUM FACE AMOUNT OF SUCH LETTER OF CREDIT AND THE AMOUNT OF SUCH DRAWING,
RESPECTIVELY.
(B)
IN THE EVENT OF ANY REQUEST FOR A DRAWING UNDER A LETTER OF CREDIT
BY THE BENEFICIARY OR TRANSFEREE THEREOF, AGENT WILL PROMPTLY NOTIFY BORROWING
AGENT. PROVIDED THAT BORROWING AGENT SHALL HAVE RECEIVED SUCH NOTICE, THE
BORROWERS SHALL REIMBURSE (SUCH OBLIGATION TO REIMBURSE AGENT SHALL SOMETIMES BE
REFERRED TO AS A "REIMBURSEMENT OBLIGATION") AGENT PRIOR TO 12:00 P.M., DALLAS,
TEXAS TIME ON EACH DATE THAT AN AMOUNT IS PAID BY AGENT UNDER ANY LETTER OF
CREDIT (EACH SUCH DATE, A "DRAWING DATE") IN AN AMOUNT EQUAL TO THE AMOUNT SO
PAID BY AGENT. IN THE EVENT BORROWERS FAIL TO REIMBURSE AGENT FOR THE FULL
AMOUNT OF ANY DRAWING UNDER ANY LETTER OF CREDIT BY 12:00 P.M., DALLAS, TEXAS
TIME, ON THE DRAWING DATE,