Administration of Credit. (a) Applicant will promptly examine a copy of each Credit (and any proposed amendments thereto) sent to Applicant, as well as all other instruments and documents delivered to Applicant from time to time in connection with such Credit, and, in the event Applicant has any claim of non-compliance with the instructions or of any discrepancy or other irregularity, Applicant will notify GE Capital thereof in writing within two business days after its receipt of a copy of such Credit (and any amendments thereof), and Applicant will conclusively be deemed to have waived any such claim against GE Capital, Issuer and their subcontractors, servicers and agents unless such notice is given as aforesaid. (b) Neither Issuer, GE Capital nor any of their correspondents shall be responsible for, and neither Issuer's and GE Capital's powers and rights hereunder nor Applicant's Obligations shall be affected by: (i) any act or omission pursuant to Applicant's instructions; (ii) any other act or omission of Issuer, GE Capital or their subcontractors, servicers and agents or their respective agents or employees other than any such arising from its or their gross negligence or willful misconduct; (iii) the validity, accuracy or genuineness of Drafts, documents or required statements, even if such Drafts, documents or statements should in fact prove to be in any or all respects invalid, inaccurate, fraudulent or forged (and notwithstanding that Applicant shall have notified Issuer or GE Capital thereof); (iv) failure of any Draft to bear any reference or adequate reference to the applicable Credit; (v) errors, omissions, interruptions or delays in transmission of delivery of any messages however sent and whether or not in code or otherwise; (vi) any act, default, omission, insolvency or failure in business of any other person (including any correspondent) or any consequences arising from causes beyond Issuer's or GE Capital's control; (vii) any acts or omissions of any Beneficiary of any Credit or transferee of any Credit, if transferable; (viii) any act or omission of GE Capital or Issuer required or permitted under any (1) law or practice to which a Credit is subject, (2) applicable order, ruling or decree of any court, arbitrator or governmental agency, or (3) published statement or interpretation on a matter of law or practice; (ix) honor or other recognition of a presentation or demand that includes forged or fraudulent documents or that is otherwise affected by the fraudulent or illegal conduct of the Beneficiary or other person (excluding GE Capital's and Issuer's employees), or (x) dishonor of any presentation that does not strictly comply with the terms of the applicable Credit or that is fraudulent, forged or otherwise not entitled to be honored. Without limiting the generality of the foregoing, Issuer may (1) act in reliance on any oral, telephone, telegraphic, electronic, facsimile or written request, notice, or instruction believed in good faith to be from or have been authorized by the Applicant, (2) receive, accept or pay as complying with the terms of a Credit any Drafts or other documents, otherwise in order, which are signed by or issued to any person or entity acting as the representative of, or in the place of, the party in whose name such Credit provides that any Drafts or other documents should be drawn or issued and (3) waive its stipulation that the bank nominated in the applicable Credit shall accept or pay the Drafts, and Issuer may then accept presentations of Drafts and documents for payment directly. (c) Notwithstanding any waiver by Applicant of discrepancies in Drafts, documents or required statements, GE Capital or Issuer, either one acting alone, has the right in its sole judgement, to decline to approve any discrepancies and to refuse payment on that basis under any Credit issued hereunder. Such right is in addition to and not in limitation of rights of Issuer under the UCP (as defined in Section 15(c) below). (d) GE Capital may appoint any of its other subsidiaries as "Issuer" at any time and any such Issuer may assign all or any portion of its rights under this Agreement or any Credit, including without limitation any reimbursement obligation owing to it to any subsidiary of GE Capital, in each case without prior notice to Applicant.
Appears in 1 contract
Samples: Master Agreement for Documentary Letters of Credit (Coyne International Enterprises Corp)
Administration of Credit. (a) Applicant will promptly examine a copy of each Credit (and any proposed amendments thereto) sent to Applicant, as well as all other instruments and documents delivered to Applicant from time to time in connection with such Credit, and, in the event Applicant has any claim of non-compliance with the instructions or of any discrepancy or other irregularityirregularity or any objection to any action taken or proposed to be taken by GE Capital with respect to any Credit, Applicant will notify GE Capital thereof in writing within two three business days after its receipt of a copy of such Credit (and Credit, any amendments thereof)thereto, or such instruments or documents or notice of any such proposed action, and Applicant will conclusively be deemed to have waived any such claim against GE Capital, Issuer Capital and their its subcontractors, servicers and agents or any defense to payment of GE Capital, its subcontractors or agents, unless such notice is given as aforesaid. This Section 3(a) is intended to substitute three business days for the "not unreasonable time period" set forth in Rule 5.09 of ISP 98.
(b) Neither Issuer, GE Capital nor any of their correspondents its agents, subcontractors or servicers shall be responsible for, and neither Issuer's and GE Capital's powers and rights hereunder nor Applicant's Obligations obligations shall be affected by: (i) any act or omission pursuant to Applicant's instructions; (ii) any other act or omission of Issuer, GE Capital or their its subcontractors, servicers and agents or their respective servicers, agents or employees other than any such arising from its or their gross negligence or willful misconduct; (iii) the validity, accuracy or genuineness of Drafts, documents or required statements, even if such Drafts, documents or statements should in fact prove to be in any or all respects invalid, inaccurate, fraudulent or forged (and notwithstanding that Applicant shall have notified Issuer or GE Capital thereof); (iv) failure of any Draft to bear any reference or adequate reference to the applicable Credit; (v) errors, omissions, interruptions or delays in transmission of delivery of any messages however sent and whether or not in code or otherwise; (vi) any act, default, omission, insolvency or failure in business of any other person (including any correspondentagent, subcontractor or employee) or any consequences arising from causes beyond Issuer's or GE Capital's control; (vii) any acts or omissions of any Beneficiary of any Credit or transferee of any Credit, if transferable; (viii) any act or omission of GE Capital or Issuer required or permitted under any (1) law or practice to which a Credit is subjectsubject (including ISP 98), (2) applicable order, ruling or decree of any court, arbitrator or governmental agency, or (3) a published statement or interpretation on a matter of law or practicepractice (including ISP 98); (ix) honor or other recognition of a presentation or demand that includes forged or fraudulent documents or that is otherwise affected by the fraudulent fraudulent, bad faith, or illegal conduct of the Beneficiary or other person (excluding GE Capital's and Issuer's employees), including payment to a person who forges the signature of a Beneficiary or the signature of an assignee of a Credit's proceeds, (x) honor of a presentation without regard to any nondocumentary condition(s) in the Credit, regardless of whether Rule 4.11 of ISP 98 applies, or (xxi) dishonor of any presentation that does not strictly comply with the terms of the applicable Credit or that is fraudulent, forged or otherwise not entitled to be honored. Without limiting the generality of the foregoing, Issuer GE Capital may (1) act in reliance on any oral, telephone, telegraphic, electronic, facsimile or written request, notice, or instruction believed in good faith to be from or have been authorized by the Applicant, (2) receive, accept or pay as complying with the terms of a Credit any Drafts or other documents, otherwise in order, which are signed by or issued to any person or entity acting as the representative of, or in the place of, the party in whose name such Credit provides that any Drafts or other documents should be drawn or issued and (3) waive its stipulation that the bank nominated in the applicable Credit shall accept or pay the Drafts, and Issuer GE Capital may then accept presentations of Drafts and documents for payment directly.
(c) Notwithstanding Subject to GE Capital's obtaining any waiver by Applicant of discrepancies in Drafts, documents necessary consent from the Beneficiary or required statementsother third party, GE Capital may for Applicant's account at any time (i) treat a Credit as governed by the law of the place where GE Capital or Issuerthe Beneficiary is located, either one acting alonenotwithstanding a choice of law provision in the Credit, has and, in case of conflict, treat the right law as prevailing over practice in its sole judgementsuch place or vice versa; (ii) shorten or lengthen the examination period; (iii) specify or amend a specified place or manner of receiving a presentation, to decline to approve any discrepancies and to refuse payment on that basis under any Credit issued hereunder. Such right is in addition to and not in limitation effecting honor, or giving notice of rights of Issuer dishonor; or (iv) discount an accepted Draft or deferred obligation incurred under the UCP (as defined in Section 15(c) below)Credit.
(d) Unless GE Capital is enjoined by a court of competent jurisdiction, GE Capital may appoint assume that any Beneficiary or other presenter acts in good faith and that any presentation or other demand is nonfraudulent.
(e) Unless the Credit specifically permits and GE Capital specifically agrees, GE Capital need not check the authenticity or authority of any purported Beneficiary signature, even if in other transactions the Beneficiary is a customer or its other subsidiaries as "Issuer" at any time and any such Issuer may assign all or any portion of its rights under this Agreement or any Credit, including without limitation any reimbursement obligation owing signature is otherwise known to it to any subsidiary of GE Capital, in each case without prior notice to Applicant.
Appears in 1 contract
Administration of Credit. (a) Applicant will promptly examine a copy of each Credit (and any proposed amendments thereto) sent to Applicant, as well as all other instruments and documents delivered to Applicant from time to time in connection with such Credit, and, in the event Applicant has any claim of non-compliance with the instructions or of any discrepancy or other irregularityirregularity or any objection to any action taken or proposed to be taken by Issuer with respect to any Credit, Applicant will notify GE Capital Issuer thereof in writing within two business days three Business Days after its receipt of a copy of such Credit (and Credit, any amendments thereof)thereto, or such instruments or documents or notice of any such proposed action, and Applicant will conclusively be deemed to have waived any such claim against GE Capital, Issuer and their its subcontractors, servicers and agents or any defense to payment of Issuer, its subcontractors or agents, unless such notice is given as aforesaid. This SECTION 3
(a) is intended to substitute three Business Days for the "not unreasonable" time period set forth in Rule 5.09b of ISP 98.
(b) Neither Issuer, GE Capital Issuer nor any of their correspondents its agents, subcontractors or servicers shall be responsible for, and neither Issuer's and GE Capital's powers and rights hereunder nor Applicant's Obligations obligations shall be affected by: (i) any act or omission pursuant to Applicant's instructions; (ii) any other act or omission of Issuer, GE Capital Issuer or their its subcontractors, servicers and agents or their respective servicers, agents or employees other than any such arising from its or their gross negligence or willful misconduct; (iii) the validity, accuracy or genuineness of Drafts, documents or required statements, even if such Drafts, documents or statements should in fact prove to be in any or all respects invalid, inaccurate, fraudulent or forged (and notwithstanding that Applicant shall have notified Issuer or GE Capital thereof); (iv) failure of any Draft to bear any reference or adequate reference to the applicable Credit; (v) errors, omissions, interruptions or delays in transmission of delivery of any messages however sent and whether or not in code or otherwise; (vi) any act, default, omission, insolvency or failure in business of any other person (including any correspondentagent, subcontractor or employee) or any consequences arising from causes beyond Issuer's or GE Capital's control; ;
(vii) any acts or omissions of any Beneficiary of any Credit or transferee of any Credit, if transferable; (viii) any act or omission of GE Capital or Issuer required or permitted under any (1) law or practice to which a Credit is subjectsubject (including ISP 98), (2) applicable MASTER AGREEMENT (Standby L/Cs) order, ruling or decree of any court, arbitrator or governmental agency, or (3) published statement or interpretation on a matter of law or practicepractice (including ISP 98); (ix) honor or other recognition of a presentation or demand that includes forged or fraudulent documents or that is otherwise affected by the fraudulent fraudulent, bad faith, or illegal conduct of the Beneficiary or other person (excluding GE Capital's and Issuer's employees), including payment to a person who forges the signature of a Beneficiary or the signature of an assignee of a Credit's proceeds; (x) honor of a presentation without regard to any nondocumentary condition(s) in the Credit, regardless of whether Rule 4.11 of ISP 98 applies; or (xxi) dishonor of any presentation that does not strictly comply with the terms of the applicable Credit or that is fraudulent, forged or otherwise not entitled to be honored. Without limiting the generality of the foregoing, Issuer may (1) act in reliance on any oral, telephone, telegraphic, electronic, facsimile or written request, notice, or instruction believed in good faith to be from or have been authorized by the Applicant, (2) receive, accept or pay as complying with the terms of a Credit any Drafts or other documents, otherwise in order, which are signed by or issued to any person or entity acting as the representative of, or in the place of, the party in whose name such Credit provides that any Drafts or other documents should be drawn or issued issued, and (3) waive its stipulation that the bank nominated in the applicable Credit shall accept or pay the Drafts, and Issuer may then accept presentations of Drafts and documents for payment directly.
(c) Notwithstanding Subject to Issuer's obtaining any waiver necessary consent from the Beneficiary or other third party, Issuer may for Applicant's account at any time (i) treat a Credit as governed by Applicant the law of discrepancies the place where Issuer or the Beneficiary is located, notwithstanding a choice of law provision in Draftsthe Credit, documents and, in case of conflict, treat the law as prevailing over practice in such place or required statementsvice versa; (ii) shorten or lengthen the examination period; (iii) specify or amend a specified place or manner of receiving a presentation, GE Capital effecting honor, or Issuer, either one acting alone, has the right in its sole judgement, to decline to approve any discrepancies and to refuse payment on that basis under any Credit issued hereunder. Such right is in addition to and not in limitation giving notice of rights of Issuer dishonor; or (iv) discount an accepted Draft or deferred obligation incurred under the UCP (as defined in Section 15(c) below)Credit.
(d) GE Capital may appoint any Unless Issuer is enjoined by a court of its other subsidiaries as "Issuer" at any time and any such competent jurisdiction, Issuer may assign all assume that any Beneficiary or other presenter acts in good faith and that any portion presentation or other demand is non-fraudulent.
(e) Unless the Credit specifically permits and Issuer specifically agrees, Issuer need not check the authenticity or authority of any purported Beneficiary signature, even if in other transactions the Beneficiary is a customer or its rights under this Agreement or any Creditsignature is otherwise known to Issuer.
(f) Unless specifically committed to do so in a writing signed by Issuer, including without limitation any reimbursement obligation owing to it Issuer need not consent to any subsidiary amendment of GE Capitala Credit. Issuer shall, in each case without prior authorization from Applicant, send a notice of non-extension to the Beneficiary and Applicant under a Credit if it provides for automatic extension; provided, that Issuer shall not incur any liability for failure to provide such notice to Applicant.. Any notice of dishonor given by Issuer within six Business Days after presentation of documents to Issuer shall not be deemed to be unreasonable. This SECTION 3
Appears in 1 contract
Samples: Master Agreement for Standby Letters of Credit (Ddi Corp)
Administration of Credit. (a) Applicant will promptly examine a the copy of each the Credit (and any proposed amendments theretothereof) sent to ApplicantApplicant by Bank, as well as all other instruments and documents delivered to Applicant by Bank from time to time in connection with such Credittime, and, in the event Applicant has any claim of non-compliance noncompliance with the any instructions or of any discrepancy or other irregularity, Applicant will immediately notify GE Capital Bank thereof in writing within two business days after its receipt of a copy of such Credit (and any amendments thereof)writing, and Applicant will conclusively be deemed to have waived any such claim against GE Capital, Issuer Bank and their subcontractors, servicers and agents its correspondents unless such immediate notice is given as aforesaid.
(b) Bank may (but need not) pay any drafts otherwise in order which are signed or issued by, or accompanied by required statements or documents otherwise in order which are signed or issued by, the custodian, executor, administrator, trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, liquidator, receiver or other agent or legal representative of the beneficiary of the Credit or other party who is authorized under the Credit to draw or issue any drafts, required statements or other documents.
(c) Neither Issuer, GE Capital Bank nor any of their its correspondents shall be responsible for, and neither Issuer's and GE Capital's Bank’s powers and rights hereunder nor Applicant's ’s Obligations shall be affected by: (i) any act or omission pursuant to Applicant's ’s instructions; (ii) any other act or omission of Issuer, GE Capital Bank or their subcontractors, servicers and agents its correspondents or their respective agents or employees other than any such arising from its or their gross negligence or willful misconduct; (iii) the validity, accuracy or genuineness of Draftsdrafts, documents or required statements, even if such Draftsdrafts, documents or statements should in fact prove to be in any or all respects invalid, inaccurate, fraudulent or forged (and notwithstanding that Applicant shall have notified Issuer or GE Capital Bank thereof); (iv) failure of any Draft draft to bear any reference or adequate reference to the applicable Credit; (v) errors, omissions, interruptions or delays in transmission of or delivery of any messages however sent and whether or not in code or otherwisecipher; (vi) any act, default, omission, insolvency or failure in business of any other person (including any correspondent) or any consequences arising from causes beyond Issuer's or GE Capital's Bank’s control; or (vii) any acts or omissions of any Beneficiary beneficiary of any the Credit or transferee of any the Credit, if transferable; (viii) any act or omission of GE Capital or Issuer required or permitted under any (1) law or practice to which a Credit is subject, (2) applicable order, ruling or decree of any court, arbitrator or governmental agency, or (3) published statement or interpretation on a matter of law or practice; (ix) honor or other recognition of a presentation or demand that includes forged or fraudulent documents or that is otherwise affected by the fraudulent or illegal conduct of the Beneficiary or other person (excluding GE Capital's and Issuer's employees), or (x) dishonor of any presentation that does not strictly comply with the terms of the applicable Credit or that is fraudulent, forged or otherwise not entitled to be honored. Without limiting the generality of the foregoing, Issuer may (1) act in reliance on any oral, telephone, telegraphic, electronic, facsimile or written request, notice, or instruction believed in good faith to be from or have been authorized by the Applicant, (2) receive, accept or pay as complying with the terms of a Credit any Drafts or other documents, otherwise in order, which are signed by or issued to any person or entity acting as the representative of, or in the place of, the party in whose name such Credit provides that any Drafts or other documents should be drawn or issued and (3) waive its stipulation that the bank nominated in the applicable Credit shall accept or pay the Drafts, and Issuer may then accept presentations of Drafts and documents for payment directly.
(c) Notwithstanding any waiver by Applicant of discrepancies in Drafts, documents or required statements, GE Capital or Issuer, either one acting alone, has the right in its sole judgement, to decline to approve any discrepancies and to refuse payment on that basis under any Credit issued hereunder. Such right is in addition to and not in limitation of rights of Issuer under the UCP (as defined in Section 15(c) below).
(d) GE Capital For a Credit expiring at Bank’s counters, Bank is the nominated bank for payment or acceptance. For Credits not expiring at Bank’s counters, if Applicant does not nominate a bank to be available for payment, acceptance or negotiation of the Credit, then Bank may appoint issue the Credit as negotiable by any bank or Bank may nominate any of its other subsidiaries as "Issuer" at any time and any such Issuer may assign all branches or affiliates or any portion correspondent of its rights under this Agreement or any Credit, including without limitation any reimbursement obligation owing to it to any subsidiary of GE Capitalchoice. It is further understood that Bank may, in each case without prior notice to its sole discretion, waive its stipulation of the nominated bank and accept presentations of documents from a bank not so nominated by Applicant.
Appears in 1 contract
Samples: Standing Agreement for Letters of Credit (Montpelier Re Holdings LTD)
Administration of Credit. (a) Applicant will promptly examine a copy of each Credit (and any proposed amendments theretothereof) sent to Applicant, as well as all other instruments and documents delivered to Applicant from time to time in connection with such Credit, and, in the event Applicant has any claim of non-compliance with the instructions or of any discrepancy or other irregularity, Applicant will notify GE Capital thereof in writing within two business days after its receipt of a copy of such Credit (and any amendments thereof), and Applicant will conclusively be deemed to have waived any such claim against GE Capital, Issuer and their subcontractors, servicers and agents unless such notice is given as aforesaid.
(b) Neither Issuer, GE Capital nor any of their correspondents shall be responsible for, and neither Issuer's ’s and GE Capital's ’s powers and rights hereunder nor Applicant's ’s Obligations shall be affected by: (i) any act or omission pursuant to Applicant's ’s instructions; (ii) any other act or omission of Issuer, GE Capital or their subcontractors, servicers and agents or their respective agents or employees other than any such arising from its or their gross negligence or willful misconduct; (iii) the validity, accuracy or genuineness of Drafts, documents or required statements, even if such Drafts, documents or statements should in fact prove to be in any or all respects invalid, inaccurate, fraudulent or forged (and notwithstanding that Applicant shall have notified Issuer or GE Capital thereof); (iv) failure of any Draft to bear any reference or adequate reference to the applicable Credit; (v) errors, omissions, interruptions or delays in transmission of delivery of any messages however sent and whether or not in code or otherwise; (vi) any act, default, omission, insolvency or failure in business of any other person (including any correspondent) or any consequences arising from causes beyond Issuer's ’s or GE Capital's ’s control; (vii) any acts or omissions of any Beneficiary of any Credit or transferee of any Credit, if transferable; (viii) any act or omission of GE Capital or Issuer required or permitted under any (1) law or practice to which a Credit is subject, (2) applicable order, ruling or decree of any court, arbitrator or governmental agency, or (3) published statement or interpretation on a matter of law or practice; (ix) honor or other recognition of a presentation or demand that includes forged or fraudulent documents or that is otherwise affected by the fraudulent fraudulent, bad faith or illegal conduct of the Beneficiary or other person (excluding GE Capital's ’s and Issuer's ’s employees), or (x) dishonor of any presentation that does not strictly comply with the terms of the applicable Credit or that is fraudulent, forged or otherwise not entitled to be honored. Without limiting the generality of the foregoing, Issuer may (1) act in reliance on any oral, telephone, telegraphic, electronic, facsimile or written request, notice, or instruction believed in good faith to be from or have been authorized by the Applicant, (2) receive, accept or pay as complying with the terms of a Credit any Drafts or other documents, otherwise in order, which are signed by or issued to any person or entity acting as the representative of, or in the place of, the party in whose name such Credit provides that any Drafts or other documents should be drawn or issued and (3) waive its stipulation that the bank nominated in the applicable Credit shall accept or pay the Drafts, and Issuer may then accept presentations of Drafts and documents for payment directly.
(c) Notwithstanding any waiver by Applicant of discrepancies in Drafts, documents or required statements, GE Capital or Issuer, either one acting alone, has the right in its sole judgement, to decline to approve any discrepancies and to refuse payment on that basis under any Credit issued hereunder. Such right is in addition to and not in limitation of rights of Issuer under the UCP (as defined in Section 15(cparagraph 15(e) below).
(d) GE Capital may appoint any of its other subsidiaries as "“Issuer" ” at any time and any such Issuer may assign all or any portion of its rights under this Agreement or any Credit, including without limitation any reimbursement obligation owing to it to any subsidiary of GE Capital, in each case without prior notice to Applicant; provided that such assignment and delegation does not diminish Applicant’s rights or increase Applicant’s duties hereunder. 4. Extensions, Increases and Modifications of Credit. Each Applicant agrees that GE Capital, acting through Issuer may at any time and from time to time, in its discretion, by agreement with one or more other Applicants (whether or not such Applicant shall have been appointed as the “Agent Applicant” in the Joint Signature Agreement contained in the Application): a) further finance or refinance any transaction under any Credit; b) renew, extend or change the time of payment or the manner, place or terms of payment of any of the Obligations; c) settle or compromise any of the Obligations or subordinate the payment thereof to the payment of any other debts of or claims against any Applicant which may at the time be due or owing to Issuer; or d) release any Applicant or any Guarantor or any Collateral, or modify the terms under which such Collateral is held, or forego any right of setoff, or modify or amend in any way this Agreement or any Credit, or give any waiver or consent under this Agreement; all in such manner and on such terms as Issuer may deem proper and without notice or further assent from such Applicant. In any such event, such Applicant shall remain bound by such event and this Agreement after giving effect to such event, and the Obligations under this Agreement shall be continuing obligations in respect of any transaction so financed or refinanced and, in either case, if the Obligations are contingent, may be treated by GE Capital as due and payable for their maximum face amount. 5.
Appears in 1 contract
Administration of Credit. (a) Applicant will promptly examine a copy of each Credit (and any proposed amendments thereto) sent to Applicant, as well as all other instruments and documents delivered to Applicant from time to time in connection with such Credit, and, in the event Applicant has any claim of non-compliance with the instructions or of any discrepancy or other irregularityirregularity or any objection to any action taken or proposed to be taken by GE Capital with respect to any Credit, Applicant will notify GE Capital thereof in writing within two three business days after its receipt of a copy of such Credit (and Credit, any amendments thereof)thereto, or such instruments or documents or notice of any such proposed action, and Applicant will conclusively be deemed to have waived any such claim against GE Capital, Issuer Capital and their its subcontractors, servicers and agents or any defense to payment of GE Capital, its subcontractors or agents, unless such notice is given as aforesaid. This Section 3
(a) is intended to substitute three business days for the "not unreasonable time period" set forth in Rule 5.09 of ISP 98.
(b) Neither Issuer, GE Capital nor any of their correspondents its agents, subcontractors or servicers shall be responsible for, and neither Issuer's and GE Capital's powers and rights hereunder nor Applicant's Obligations obligations shall be affected by: (i) any act or omission pursuant to Applicant's instructions; (ii) any other act or omission of Issuer, GE Capital or their its subcontractors, servicers and agents or their respective servicers, agents or employees other than any such arising from its or their gross negligence or willful misconduct; (iii) the validity, accuracy or genuineness of Drafts, documents or required statements, even if such Drafts, documents or statements should in fact prove to be in any or all respects invalid, inaccurate, fraudulent or forged (and notwithstanding that Applicant shall have notified Issuer or GE Capital thereof); (iv) failure of any Draft to bear any reference or adequate reference to the applicable Credit; (v) errors, omissions, interruptions or delays in transmission of delivery of any messages however sent and whether or not in code or otherwise; (vi) any act, default, omission, insolvency or failure in business of any other person (including any correspondentagent, subcontractor or employee) or any consequences arising from causes beyond Issuer's or GE Capital's control; ;
(vii) any acts or omissions of any Beneficiary of any Credit or transferee of any Credit, if transferable; ;
(viii) any act or omission of GE Capital or Issuer required or permitted under any (1) law or practice to which a Credit is subjectsubject (including ISP 98), (2) applicable order, ruling or decree of any court, arbitrator or governmental agency, or (3) a published statement or interpretation on a matter of law or practicepractice (including ISP 98); (ix) honor or other recognition of a presentation or demand that includes forged or fraudulent documents or that is otherwise affected by the fraudulent fraudulent, bad faith, or illegal conduct of the Beneficiary or other person (excluding GE Capital's and Issuer's employees), including payment to a person who forges the signature of a Beneficiary or the signature of an assignee of a Credit's proceeds, (x) honor of a presentation without regard to any nondocumentary condition(s) in the Credit, regardless of whether Rule 4.11 of ISP 98 applies, or (xxi) dishonor of any presentation that does not strictly comply with the terms of the applicable Credit or that is fraudulent, forged or otherwise not entitled to be honored. Without limiting the generality of the foregoing, Issuer GE Capital may (1) act in reliance on any oral, telephone, telegraphic, electronic, facsimile or written request, notice, or instruction believed in good faith to be from or have been authorized by the Applicant, (2) receive, accept or pay as complying with the terms of a Credit any Drafts or other documents, otherwise in order, which are signed by or issued to any person or entity acting as the representative of, or in the place of, the party in whose name such Credit provides that any Drafts or other documents should be drawn or issued and (3) waive its stipulation that the bank nominated in the applicable Credit shall accept or pay the Drafts, and Issuer GE Capital may then accept presentations of Drafts and documents for payment directly.
(c) Notwithstanding Subject to GE Capital's obtaining any waiver by Applicant of discrepancies in Drafts, documents necessary consent from the Beneficiary or required statementsother third party, GE Capital may for Applicant's account at any time (i) treat a Credit as governed by the law of the place where GE Capital or Issuerthe Beneficiary is located, either one acting alonenotwithstanding a choice of law provision in the Credit, has and, in case of conflict, treat the right law as prevailing over practice in its sole judgementsuch place or vice versa; (ii) shorten or lengthen the examination period; (iii) specify or amend a specified place or manner of receiving a presentation, to decline to approve any discrepancies and to refuse payment on that basis under any Credit issued hereunder. Such right is in addition to and not in limitation effecting honor, or giving notice of rights of Issuer dishonor; or (iv) discount an accepted Draft or deferred obligation incurred under the UCP (as defined in Section 15(c) below)Credit.
(d) Unless GE Capital is enjoined by a court of competent jurisdiction, GE Capital may appoint assume that any Beneficiary or other presenter acts in good faith and that any presentation or other demand is nonfraudulent.
(e) Unless the Credit specifically permits and GE Capital specifically agrees, GE Capital need not check the authenticity or authority of any purported Beneficiary signature, even if in other transactions the Beneficiary is a customer or its other subsidiaries as "Issuer" at any time and any such Issuer may assign all or any portion of its rights under this Agreement or any Credit, including without limitation any reimbursement obligation owing signature is otherwise known to it GE Capital.
(f) Unless specifically committed to any subsidiary of do so in a writing signed by GE Capital, in each case GE Capital need not consent to any amendment of a Credit. GE Capital may, without prior authorization from or notice to Applicant., send a notice of non-extension to the Beneficiary under a Credit if it provides for automatic extension. Any notice of dishonor given by GE Capital within six business days after presentation of documents to GE Capital shall not be deemed to be unreasonable. This Section 3
Appears in 1 contract
Samples: Master Agreement for Standby Letters of Credit (Coyne International Enterprises Corp)
Administration of Credit. (a) Applicant will promptly examine a copy of each Credit (and any proposed amendments thereto) sent to Applicant, as well as all other instruments and documents delivered to Applicant from time to time in connection with such Credit, and, in the event Applicant has any claim of non-compliance with the instructions or of any discrepancy or other irregularityirregularity or any objection to any action taken or proposed to be taken by Issuer with respect to any Credit, Applicant will notify GE Capital Issuer thereof in writing within two business days three Business Days after its receipt of a copy of such Credit (and Credit, any amendments thereof)thereto, or such instruments or documents or notice of any such proposed action, and Applicant will conclusively be deemed to have waived any such claim against GE Capital, Issuer and their its subcontractors, servicers and agents or any defense to payment of Issuer, its subcontractors or agents, unless such notice is given as aforesaid. This Section 3
(a) is intended to substitute three Business Days for the “not unreasonable” time period set forth in Rule 5.09b of ISP 98.
(b) Neither Issuer, GE Capital Issuer nor any of their correspondents its agents, subcontractors or servicers shall be responsible for, and neither Issuer's and GE Capital's ’s powers and rights hereunder nor Applicant's Obligations ’s obligations shall be affected by: (i) any act or omission pursuant to Applicant's ’s instructions; (ii) any other act or omission of Issuer, GE Capital Issuer or their its subcontractors, servicers and agents or their respective servicers, agents or employees other than any such arising from its or their gross negligence or willful misconduct; (iii) the validity, accuracy or genuineness of Drafts, documents or required statements, even if such Drafts, documents or statements should in fact prove to be in any or all respects invalid, inaccurate, fraudulent or forged (and notwithstanding that Applicant shall have notified Issuer or GE Capital thereof); (iv) failure of any Draft to bear any reference or adequate reference to the applicable Credit; (v) errors, omissions, interruptions or delays in transmission of delivery of any messages however sent and whether or not in code or otherwise; (vi) any act, default, omission, insolvency or failure in business of any other person (including any correspondentagent, subcontractor or employee) or any consequences arising from causes beyond Issuer's or GE Capital's ’s control; (vii) any acts or omissions of any Beneficiary of any Credit or transferee of any Credit, if transferable; (viii) any act or omission of GE Capital or Issuer required or permitted under any (1) law or practice to which a Credit is subjectsubject (including ISP 98), (2) applicable order, ruling or decree of any court, arbitrator or governmental agency, or (3) published statement or interpretation on a matter of law or practicepractice (including ISP 98); (ix) honor or other recognition of a presentation or demand that includes forged or fraudulent documents or that is otherwise affected by the fraudulent fraudulent, bad faith, or illegal conduct of the Beneficiary or other person (excluding GE Capital's and Issuer's ’s employees), including payment to a person who forges the signature of a Beneficiary or the signature of an assignee of a Credit’s proceeds; (x) honor of a presentation without regard to any nondocumentary condition(s) in the Credit, regardless of whether Rule 4.11 of ISP 98 applies; or (xxi) dishonor of any presentation that does not strictly comply with the terms of the applicable Credit or that is fraudulent, forged or otherwise not entitled to be honored. Without limiting the generality of the foregoing, Issuer may (1) act in reliance on any oral, telephone, telegraphic, electronic, facsimile or written request, notice, or instruction believed in good faith to be from or have been authorized by the Applicant, (2) receive, accept or pay as complying with the terms of a Credit any Drafts or other documents, otherwise in order, which are signed by or issued to any person or entity acting as the representative of, or in the place of, the party in whose name such Credit provides that any Drafts or other documents should be drawn or issued issued, and (3) waive its stipulation that the bank nominated in the applicable Credit shall accept or pay the Drafts, and Issuer may then accept presentations of Drafts and documents for payment directly.
(c) Subject to Issuer’s obtaining any necessary consent from the Beneficiary or other third party, Issuer may for Applicant’s account at any time (i) treat a Credit as governed by the law of the place where Issuer or the Beneficiary is located, notwithstanding a choice of law provision in the Credit, and, in case of conflict, treat the law as prevailing over practice in such place or vice versa; (ii) shorten or lengthen the examination period; (iii) specify or amend a specified place or manner of receiving a presentation, effecting honor, or giving notice of dishonor; or (iv) discount an accepted Draft or deferred obligation incurred under the Credit.
(d) Unless Issuer is enjoined by a court of competent jurisdiction, Issuer may assume that any Beneficiary or other presenter acts in good faith and that any presentation or other demand is non-fraudulent.
(e) Unless the Credit specifically permits and Issuer specifically agrees, Issuer need not check the authenticity or authority of any purported Beneficiary signature, even if in other transactions the Beneficiary is a customer or its signature is otherwise known to Issuer.
(f) Unless specifically committed to do so in a writing signed by Issuer, Issuer need not consent to any amendment of a Credit. Issuer shall, without authorization from Applicant, send a notice of non-extension to the Beneficiary and Applicant under a Credit if it provides for automatic extension; provided, that Issuer shall not incur any liability for failure to provide such notice to Applicant. Any notice of dishonor given by Issuer within six Business Days after presentation of documents to Issuer shall not be deemed to be unreasonable. This Section 3
(d) is intended to substitute six Business Days for the three Business Days set forth in Rule 5.01a of ISP 98.
(g) Notwithstanding any waiver by Applicant of discrepancies in Drafts, documents or required statements, GE Capital or Issuer, either one Issuer acting alone, alone has the right in its sole judgementjudgment, to decline to approve any discrepancies and to refuse payment on that basis under any Credit issued hereunder. Such right is in addition to and not in limitation of rights of Issuer under the UCP (as defined in Section 15(c) below).
(dh) GE Capital may appoint any of its other subsidiaries as "Issuer" at any time and any such Issuer may assign all or any portion of its rights under this Agreement or any Credit, including without limitation any reimbursement obligation owing to it and delegate its duties hereunder to any subsidiary of GE CapitalIssuer, in each case without prior notice to Applicant; provided, that such assignment and delegation does not diminish Applicant’s rights or increase Applicant’s duties hereunder.
(i) No Credit shall be issued hereunder providing for the acceptance of time Drafts or the incurrence of deferred payment undertakings.
(j) Notwithstanding any provision herein contained to the contrary, if Applicant approves the issuance of a Credit requiring payment of a Draft on the same day on which such Draft is presented, Issuer shall be entitled to honor such Draft without review or examination by Applicant and Applicant waives all defenses to reimbursement thereof based on irregularities that may have been revealed by Applicant’s review or examination.
Appears in 1 contract
Samples: Master Agreement for Standby Letters of Credit (Ddi Corp)
Administration of Credit. (a) Applicant will promptly examine a copy of each Credit (and any proposed amendments thereto) sent to Applicant, as well as all other instruments and documents delivered to Applicant from time to time in connection with such Credit, and, in the event Applicant has any claim of non-compliance with the instructions or of any discrepancy or other irregularityirregularity or any objection to any action taken or proposed to be taken by GE Capital with respect to any Credit, Applicant will notify GE Capital thereof in writing within two three business days after its receipt of a copy of such Credit (and Credit, any amendments thereof)thereto, or such instruments or documents or notice of any such proposed action, and Applicant will conclusively be deemed to have waived any such claim against GE Capital, Issuer Capital and their its subcontractors, servicers and agents or any defense to payment of GE Capital, its subcontractors or agents, unless such notice is given as aforesaid. This Section 3(a) is intended to substitute three business days for the "not unreasonable time period" set forth in Rule 5.09 of ISP 98.
(b) Neither Issuer, GE Capital nor any of their correspondents its agents, subcontractors or servicers shall be responsible for, and neither Issuer's and GE Capital's powers and rights hereunder nor Applicant's Obligations obligations shall be affected by: (i) any act or omission pursuant to Applicant's instructions; (ii) any other act or omission of Issuer, GE Capital or their its subcontractors, servicers and agents or their respective servicers, agents or employees other than any such arising from its or their gross negligence or willful misconduct; (iii) the validity, accuracy or genuineness of Drafts, documents or required statements, even if such Drafts, documents or statements should in fact prove to be in any or all respects invalid, inaccurate, fraudulent or forged (and notwithstanding that Applicant shall have notified Issuer or GE Capital thereof); (iv) failure of any Draft to bear any reference or adequate reference to the applicable Credit; (v) errors, omissions, interruptions or delays in transmission of delivery of any messages however sent and whether or not in code or otherwise; (vi) any act, default, omission, insolvency or failure in business of any other person (including any correspondentagent, subcontractor or employee) or any consequences arising from causes beyond Issuer's or GE Capital's control; (vii) any acts or omissions of any Beneficiary of any Credit or transferee of any Credit, if transferable; (viii) any act or omission of GE Capital or Issuer required or permitted under any (1) law or practice to which a Credit is subject, (2) applicable order, ruling or decree of any court, arbitrator or governmental agency, or (3) published statement or interpretation on a matter of law or practice; (ix) honor or other recognition of a presentation or demand that includes forged or fraudulent documents or that is otherwise affected by the fraudulent or illegal conduct of the Beneficiary or other person (excluding GE Capital's and Issuer's employees), or (x) dishonor of any presentation that does not strictly comply with the terms of the applicable Credit or that is fraudulent, forged or otherwise not entitled to be honored. Without limiting the generality of the foregoing, Issuer may (1) act in reliance on any oral, telephone, telegraphic, electronic, facsimile or written request, notice, or instruction believed in good faith to be from or have been authorized by the Applicant, (2) receive, accept or pay as complying with the terms of a Credit any Drafts or other documents, otherwise in order, which are signed by or issued to any person or entity acting as the representative of, or in the place of, the party in whose name such Credit provides that any Drafts or other documents should be drawn or issued and (3) waive its stipulation that the bank nominated in the applicable Credit shall accept or pay the Drafts, and Issuer may then accept presentations of Drafts and documents for payment directly.
(c) Notwithstanding any waiver by Applicant of discrepancies in Drafts, documents or required statements, GE Capital or Issuer, either one acting alone, has the right in its sole judgement, to decline to approve any discrepancies and to refuse payment on that basis under any Credit issued hereunder. Such right is in addition to and not in limitation of rights of Issuer under the UCP (as defined in Section 15(c) below).
(d) GE Capital may appoint any of its other subsidiaries as "Issuer" at any time and any such Issuer may assign all or any portion of its rights under this Agreement or any Credit, including without limitation any reimbursement obligation owing to it to any subsidiary of GE Capital, in each case without prior notice to Applicant.from
Appears in 1 contract
Samples: Master Agreement for Standby Letters of Credit (Scott Technologies Inc)
Administration of Credit. (a) Applicant will promptly examine a copy of each Credit (and any proposed amendments theretothereof) sent to Applicant, as well as all other instruments and documents delivered to Applicant from time to time in connection with such Credit, and, in the event Applicant has any claim of non-compliance with the instructions or of any discrepancy or other irregularity, Applicant will notify GE Capital thereof in writing within two business days after its receipt of a copy of such Credit (and any amendments thereof), and Applicant will conclusively be deemed to have waived any such claim against GE Capital, Issuer and their subcontractors, servicers and agents unless such notice is given as aforesaid.
(b) Neither Issuer, GE Capital nor any of their correspondents shall be responsible for, and neither Issuer's ’s and GE Capital's ’s powers and rights hereunder nor Applicant's ’s Obligations shall be affected by: (i) any act or omission pursuant to Applicant's ’s instructions; (ii) any other act or omission of Issuer, GE Capital or their subcontractors, servicers and agents or their respective agents or employees other than any such arising from its or their gross negligence or willful misconduct; (iii) the validity, accuracy or genuineness of Drafts, documents or required statements, even if such Drafts, documents or statements should in fact prove to be in any or all respects invalid, inaccurate, fraudulent or forged (and notwithstanding that Applicant shall have notified Issuer or GE Capital thereof); (iv) failure of any Draft to bear any reference or adequate reference to the applicable Credit; (v) errors, omissions, interruptions or delays in transmission of delivery of any messages however sent and whether or not in code or otherwise; (vi) any act, default, omission, insolvency or failure in business of any other person (including any correspondent) or any consequences arising from causes beyond Issuer's ’s or GE Capital's ’s control; (vii) any acts or omissions of any Beneficiary of any Credit or transferee of any Credit, if transferable; (viii) any act or omission of GE Capital or Issuer required or permitted under any (1) law or practice to which a Credit is subject, (2) applicable order, ruling or decree of any court, arbitrator or governmental agency, or (3) published statement or interpretation on a matter of law or practice; (ix) honor or other recognition of a presentation or demand that includes forged or fraudulent documents or that is otherwise affected by the fraudulent fraudulent, bad faith or illegal conduct of the Beneficiary or other person (excluding GE Capital's ’s and Issuer's ’s employees), or (x) dishonor of any presentation that does not strictly comply with the terms of the applicable Credit or that is fraudulent, forged or otherwise not entitled to be honored. Without limiting the generality of the foregoing, Issuer may (1) act in reliance on any oral, telephone, telegraphic, electronic, facsimile or written request, notice, or instruction believed in good faith to be from or have been authorized by the Applicant, (2) receive, accept or pay as complying with the terms of a Credit any Drafts or other documents, otherwise in order, which are signed by or issued to any person or entity acting as the representative of, or in the place of, the party in whose name such Credit provides that any Drafts or other documents should be drawn or issued and (3) waive its stipulation that the bank nominated in the applicable Credit shall accept or pay the Drafts, and Issuer may then accept presentations of Drafts and documents for payment directly.
(c) Notwithstanding any waiver by Applicant of discrepancies in Drafts, documents or required statements, GE Capital or Issuer, either one acting alone, has the right in its sole judgement, to decline to approve any discrepancies and to refuse payment on that basis under any Credit issued hereunder. Such right is in addition to and not in limitation of rights of Issuer under the UCP (as defined in Section 15(cparagraph 15(e) below).
(d) GE Capital may appoint any of its other subsidiaries as "“Issuer" ” at any time and any such Issuer may assign all or any portion of its rights under this Agreement or any Credit, including without limitation any reimbursement obligation owing to it to any subsidiary of GE Capital, in each case without prior notice to Applicant; provided that such assignment and delegation does not diminish Applicant’s rights or increase Applicant’s duties hereunder.
Appears in 1 contract
Samples: Master Agreement for Documentary Letters of Credit (Talbots Inc)
Administration of Credit. (a) Applicant will promptly examine a copy of each Credit (and any proposed amendments theretothereof) sent to Applicant, as well as all other instruments and documents delivered to Applicant from time to time in connection with such Credit, and, in the event Applicant has any claim of non-compliance with the instructions or of any discrepancy or other irregularity, Applicant will notify GE Capital thereof in writing within two business days after its receipt of a copy of such Credit (and any amendments thereof), and Applicant will conclusively be deemed to have waived any such claim against GE Capital, Issuer and their subcontractors, servicers and agents unless such notice is given as aforesaid.
(b) Neither Issuer, GE Capital nor any of their correspondents shall be responsible for, and neither Issuer's ’s and GE Capital's ’s powers and rights hereunder nor Applicant's ’s Obligations shall be affected by: (i) any act or omission pursuant to Applicant's ’s instructions; (ii) any other act or omission of Issuer, GE Capital or their subcontractors, servicers and agents or their respective agents or employees other than any such arising from its or their gross negligence or willful misconduct; (iii) the validity, accuracy or genuineness of Drafts, documents or required statements, even if such Drafts, documents or statements should in fact prove to be in any or all respects invalid, inaccurate, fraudulent or forged (and notwithstanding that Applicant shall have notified Issuer or GE Capital thereof); (iv) failure of any Draft to bear any reference or adequate reference to the applicable Credit; (v) errors, omissions, interruptions or delays in transmission of delivery of any messages however sent and whether or not in code or otherwise; (vi) any act, default, omission, insolvency or failure in business of any other person (including any correspondent) or any consequences arising from causes beyond Issuer's ’s or GE Capital's ’s control; (vii) any acts or omissions of any Beneficiary of any Credit or transferee of any Credit, if transferable; (viii) any act or omission of GE Capital or Issuer required or permitted under any (1A) law or practice to which a Credit is subject, (2B) applicable order, ruling or decree of any court, arbitrator or governmental agency, or (3C) published statement or interpretation on a matter of law or practice; (ix) honor or other recognition of a presentation or demand that includes forged or fraudulent documents or that is otherwise affected by the fraudulent or illegal conduct of the Beneficiary or other person (excluding GE Capital's ’s and Issuer's ’s employees), ; or (x) dishonor of any presentation that does not strictly comply with the terms of the applicable Credit or that is fraudulent, forged or otherwise not entitled to be honored. Without limiting the generality of the foregoing, Issuer may (1A) act in reliance on any oral, telephone, telegraphic, electronic, facsimile or written request, notice, or instruction believed in good faith to be from or have been authorized by the Applicant, (2B) receive, accept or pay as complying with the terms of a Credit any Drafts or other documents, otherwise in order, which are signed by or issued to any person or entity acting as the representative of, or in the place of, the party in whose name such Credit provides that any Drafts or other documents should be drawn or issued and (3C) waive its stipulation that the bank nominated in the applicable Credit shall accept or pay the Drafts, and Issuer may then accept presentations of Drafts and documents for payment directly.
(c) Notwithstanding any waiver by Applicant of discrepancies in Drafts, documents or required statements, GE Capital or Issuer, either one acting alone, has the right in its sole judgementjudgment, to decline to approve any discrepancies and to refuse payment on that basis under any Credit issued hereunder. Such right is in addition to and not in limitation of rights of Issuer under the UCP (as defined in Section 15(c15(e) below).
(d) GE Capital may appoint any of its other subsidiaries as "“Issuer" ” at any time and any such Issuer may assign all or any portion of its rights under this Agreement or any Credit, including including, without limitation limitation, any reimbursement obligation owing to it to any subsidiary of GE Capital, in each case without prior notice to Applicant.
Appears in 1 contract
Samples: Master Agreement for Documentary Letters of Credit (Ddi Corp)
Administration of Credit. (a) Applicant will promptly examine a the copy of each the Credit (and any proposed amendments theretothereof) sent to ApplicantApplicant by Bank, as well as all other instruments and documents delivered to Applicant from time to time in connection with such Credittime, and, in the event Applicant has any claim of non-compliance noncompliance with the instructions or of any discrepancy or other irregularity, Applicant will immediately notify GE Capital Bank thereof in writing within two business days after its receipt of a copy of such Credit (and any amendments thereof)writing, and Applicant will conclusively be deemed to have waived any such claim against GE Capital, Issuer Bank and their subcontractors, servicers and agents its correspondents unless such immediate claim against Bank and its correspondents unless such immediate notice is given as aforesaid.
(b) Bank may (but need not) pay any drafts otherwise in order which are signed or issued by, or accompanied by required statements or other documents otherwise in order which are signed or issued by, the custodian, executor, administrator, trustee in bankruptcy, debtor in possession, assignees for the benefit of creditors, liquidator, receiver or other agent or legal representative of the beneficiary of the Credit or other party who is authorized under the Credit to draw or issue any drafts, required statements or other documents.
(c) Neither Issuer, GE Capital Bank nor any of their its correspondents shall be responsible for, and neither Issuer's and GE CapitalBank's powers and rights hereunder nor Applicant's Obligations shall be affected by: , (i) any act or omission pursuant to Applicant's instructions; (ii) any other act or omission of Issuer, GE Capital Bank or their subcontractors, servicers and agents its correspondents or their respective agents or employees other than any such arising from its or their gross negligence or willful misconduct; (iii) the validity, accuracy or genuineness of Draftsdrafts, documents or required statements, even if such Draftsdrafts, documents or statements should in fact prove to be in any or all respects invalid, inaccurate, fraudulent or forged (and notwithstanding that Applicant shall have notified Issuer or GE Capital Bank thereof); (iv) failure of any Draft draft to bear any reference or adequate reference to the applicable Credit; (v) errors, omissions, interruptions or delays in transmission of or delivery of any messages however sent and whether or not in code or otherwisecipher; (vi) any act, default, omission, insolvency or failure in business of any other person (including any correspondent) or any consequences arising from form causes beyond Issuer's or GE CapitalBank's control; or (vii) any acts or omissions of any Beneficiary beneficiary of any the Credit or transferee of any the Credit, if transferable; (viii) any act or omission of GE Capital or Issuer required or permitted under any (1) law or practice to which a Credit is subject, (2) applicable order, ruling or decree of any court, arbitrator or governmental agency, or (3) published statement or interpretation on a matter of law or practice; (ix) honor or other recognition of a presentation or demand that includes forged or fraudulent documents or that is otherwise affected by the fraudulent or illegal conduct of the Beneficiary or other person (excluding GE Capital's and Issuer's employees), or (x) dishonor of any presentation that does not strictly comply with the terms of the applicable Credit or that is fraudulent, forged or otherwise not entitled to be honored. Without limiting the generality of the foregoing, Issuer may (1) act in reliance on any oral, telephone, telegraphic, electronic, facsimile or written request, notice, or instruction believed in good faith to be from or have been authorized by the Applicant, (2) receive, accept or pay as complying with the terms of a Credit any Drafts or other documents, otherwise in order, which are signed by or issued to any person or entity acting as the representative of, or in the place of, the party in whose name such Credit provides that any Drafts or other documents should be drawn or issued and (3) waive its stipulation that the bank nominated in the applicable Credit shall accept or pay the Drafts, and Issuer may then accept presentations of Drafts and documents for payment directly.
(c) Notwithstanding any waiver by Applicant of discrepancies in Drafts, documents or required statements, GE Capital or Issuer, either one acting alone, has the right in its sole judgement, to decline to approve any discrepancies and to refuse payment on that basis under any Credit issued hereunder. Such right is in addition to and not in limitation of rights of Issuer under the UCP (as defined in Section 15(c) below).
(d) GE Capital may appoint any of its other subsidiaries as "Issuer" at any time and any such Issuer may assign all or any portion of its rights under this Agreement or any Credit, including without limitation any reimbursement obligation owing to it to any subsidiary of GE Capital, in each case without prior notice to Applicant.
Appears in 1 contract
Samples: Revolving Credit Agreement (Alliance Capital Management Lp)
Administration of Credit. (a) Applicant will promptly examine a the copy of each the Credit (and any proposed amendments theretothereof) sent to ApplicantApplicant by Bank, as well as all other instruments and documents delivered to Applicant from time to time in connection with such Credittime, and, in the event Applicant has any claim of non-non compliance with the instructions or of any discrepancy or other irregularity, Applicant will immediately notify GE Capital Bank thereof in writing within two business days after its receipt of a copy of such Credit (and any amendments thereof)writing, and Applicant will conclusively be deemed to have waived any such claim against GE Capital, Issuer Bank and their subcontractors, servicers and agents its correspondents unless such immediate notice is given as aforesaid.
(b) Bank may (but need not) pay any drafts otherwise in order which are signed or issued by, or accompanied by required statements or other documents otherwise in order which are signed or issued by, the custodian, executor, administrator, trustee in bankruptcy, debtor in possession, assignees for the benefit of creditors, liquidator, receiver or other agent or legal representative of the Beneficiary of the Credit or other party who is authorised under the Credit to draw or issue any drafts, required statements or other documents.
(c) Neither Issuer, GE Capital Bank nor any of their its correspondents shall be responsible for, and neither Issuer's and GE Capital's powers Bank’s powers, and rights hereunder nor Applicant's ’s Obligations shall be affected by: , (i) any act or omission pursuant to Applicant's ’s instructions; , (ii) any other act or omission of Issuer, GE Capital Bank or their subcontractors, servicers and agents its correspondents or their respective agents or employees other than any such arising from its or their gross negligence or willful wilful misconduct; , (iii) the validity, accuracy or genuineness of Draftsdrafts, documents or required statements, even if such Draftsdrafts, documents or statements should in fact prove to be in any or all respects invalid, inaccurate, fraudulent or forged (and notwithstanding that Applicant shall have notified Issuer or GE Capital Bank thereof); , (iv) failure of any Draft draft to bear any reference or adequate reference to the applicable Credit; credit, (v) errors, omissions, interruptions or delays in transmission of or delivery of any messages however sent and whether or not in code or otherwise; cipher, (vi) any act, default, omission, insolvency or failure in business of any other person (including any correspondent) or any consequences arising from causes beyond Issuer's Bank’s control, or GE Capital's control; (vii) any acts or omissions of any Beneficiary beneficiary of any the Credit or transferee of any the Credit, if transferable; (viii) any act or omission of GE Capital or Issuer required or permitted under any (1) law or practice to which a Credit is subject, (2) applicable order, ruling or decree of any court, arbitrator or governmental agency, or (3) published statement or interpretation on a matter of law or practice; (ix) honor or other recognition of a presentation or demand that includes forged or fraudulent documents or that is otherwise affected by the fraudulent or illegal conduct of the Beneficiary or other person (excluding GE Capital's and Issuer's employees), or (x) dishonor of any presentation that does not strictly comply with the terms of the applicable Credit or that is fraudulent, forged or otherwise not entitled to be honored. Without limiting the generality of the foregoing, Issuer may (1) act in reliance on any oral, telephone, telegraphic, electronic, facsimile or written request, notice, or instruction believed in good faith to be from or have been authorized by the Applicant, (2) receive, accept or pay as complying with the terms of a Credit any Drafts or other documents, otherwise in order, which are signed by or issued to any person or entity acting as the representative of, or in the place of, the party in whose name such Credit provides that any Drafts or other documents should be drawn or issued and (3) waive its stipulation that the bank nominated in the applicable Credit shall accept or pay the Drafts, and Issuer may then accept presentations of Drafts and documents for payment directly.
(c) Notwithstanding any waiver by Applicant of discrepancies in Drafts, documents or required statements, GE Capital or Issuer, either one acting alone, has the right in its sole judgement, to decline to approve any discrepancies and to refuse payment on that basis under any Credit issued hereunder. Such right is in addition to and not in limitation of rights of Issuer under the UCP (as defined in Section 15(c) below).
(d) GE Capital may appoint any of its other subsidiaries as "Issuer" at any time and any such Issuer may assign all or any portion of its rights under this Agreement or any Credit, including without limitation any reimbursement obligation owing to it to any subsidiary of GE Capital, in each case without prior notice to Applicant.
Appears in 1 contract
Samples: Application and Agreement for Standby Letter of Credit
Administration of Credit. (a) Applicant will promptly examine a copy of each Credit (and any proposed amendments theretothereof) sent to Applicant, as well as all other instruments and documents delivered to Applicant from time to time in connection with such Credit, and, in the event Applicant has any claim of non-compliance with the instructions or of any discrepancy or other irregularity, Applicant will notify GE Capital thereof in writing within two business days after its receipt of a copy of such Credit (and any amendments thereof), and Applicant will conclusively be deemed to have waived any such claim against GE Capital, Issuer and their subcontractors, servicers and agents unless such notice is given as aforesaid.
(b) Neither Issuer, GE Capital nor any of their correspondents shall be responsible for, and neither Issuer's and GE Capital's powers and rights hereunder nor Applicant's Obligations shall be affected by: (i) any act or omission pursuant to Applicant's instructions; (ii) any other act or omission of Issuer, GE Capital or their subcontractors, servicers and agents or their respective agents or employees other than any such arising from its or their gross negligence or willful misconduct; (iii) the validity, accuracy or genuineness of Drafts, documents or required statements, even if such Drafts, documents or statements should in fact prove to be in any or all respects invalid, inaccurate, fraudulent or forged (and notwithstanding that Applicant shall have notified Issuer or GE Capital thereof); (iv) failure of any Draft to bear any reference or adequate reference to the applicable Credit; (v) errors, omissions, interruptions or delays in transmission of delivery of any messages however sent and whether or not in code or otherwise; (vi) any act, default, omission, insolvency or failure in business of any other person (including any correspondent) or any consequences arising from causes beyond Issuer's or GE Capital's control; (vii) any acts or omissions of any Beneficiary of any Credit or transferee of any Credit, if transferable; (viii) any act or omission of GE Capital or Issuer required or permitted under any (1) law or practice to which a Credit is subject, (2) applicable order, ruling or decree of any court, arbitrator or governmental agency, or (3) published statement or interpretation on a matter of law or practice; (ix) honor or other recognition of a presentation or demand that includes forged or fraudulent documents or that is otherwise affected by the fraudulent or illegal conduct of the Beneficiary or other person (excluding GE Capital's and Issuer's employees), or (x) dishonor of any presentation that does not strictly comply with the terms of the applicable Credit or that is fraudulent, forged or otherwise not entitled to be honored. Without limiting the generality of the foregoing, Issuer may (1) act in reliance on any oral, telephone, telegraphic, electronic, facsimile or written request, notice, or instruction believed in good faith to be from or have been authorized by the Applicant, (2) receive, accept or pay as complying with the terms of a Credit any Drafts or other documents, otherwise in order, which are signed by or issued to any person or entity acting as the representative of, or in the place of, the party in whose name such Credit provides that any Drafts or other documents should be drawn or issued and (3) waive its stipulation that the bank nominated in the applicable Credit shall accept or pay the Drafts, and Issuer may then accept presentations of Drafts and documents for payment directly.
(c) Notwithstanding any waiver by Applicant of discrepancies in Drafts, documents or required statements, GE Capital or Issuer, either one acting alone, has the right in its sole judgement, to decline to approve any discrepancies and to refuse payment on that basis under any Credit issued hereunder. Such right is in addition to and not in limitation of rights of Issuer under the UCP (as defined in Section 15(cparagraph 15(e) below).
(d) GE Capital may appoint any of its other subsidiaries as "Issuer" at any time and any such Issuer may assign all or any portion of its rights under this Agreement or any Credit, including without limitation any reimbursement obligation owing to it to any subsidiary of GE Capital, in each case without prior notice to Applicant.
Appears in 1 contract
Samples: Credit Agreement (Brightpoint Inc)
Administration of Credit. (a) Applicant will promptly examine a copy of each Credit (and any proposed amendments theretothereof) sent to Applicant, as well as all other instruments and documents delivered to Applicant from time to time in connection with such Credit, and, in the event Applicant has any claim of non-compliance with the instructions or of any discrepancy or other irregularity, Applicant will notify GE Capital thereof in writing within two business days after its receipt of a copy of such Credit (and any amendments thereof), and Applicant will conclusively be deemed to have waived any such claim against GE Capital, Issuer and their subcontractors, servicers and agents unless such notice is given as aforesaid.
(b) Neither Issuer, GE Capital nor any of their correspondents shall be responsible for, and neither Issuer's ’s and GE Capital's ’s powers and rights hereunder nor Applicant's ’s Obligations shall be affected by: (i) any act or omission pursuant to Applicant's ’s instructions; (ii) any other act or omission of Issuer, GE Capital or their subcontractors, servicers and agents or their respective agents or employees other than any such arising from its or their gross negligence or willful misconduct; (iii) the validity, accuracy or genuineness of Drafts, documents or required statements, even if such Drafts, documents or statements should in fact prove to be in any or all respects invalid, inaccurate, fraudulent or forged (and notwithstanding that Applicant shall have notified Issuer or GE Capital thereof); (iv) failure of any Draft to bear any reference or adequate reference to the applicable Credit; (v) errors, omissions, interruptions or delays in transmission of delivery of any messages however sent and whether or not in code or otherwise; (vi) any act, default, omission, insolvency or failure in business of any other person (including any correspondent) or any consequences arising from causes beyond Issuer's ’s or GE Capital's ’s control; (vii) any acts or omissions of any Beneficiary of any Credit or transferee of any Credit, if transferable; (viii) any act or omission of GE Capital or Issuer required or permitted under any (1) law or practice to which a Credit is subject, (2) applicable order, ruling or decree of any court, arbitrator or governmental agency, or (3) published statement or interpretation on a matter of law or practice; (ix) honor or other recognition of a presentation or demand that includes forged or fraudulent documents or that is otherwise affected by the fraudulent or illegal conduct of the Beneficiary or other person (excluding GE Capital's ’s and Issuer's ’s employees), or (x) dishonor of any presentation that does not strictly comply with the terms of the applicable Credit or that is fraudulent, forged or otherwise not entitled to be honored. Without limiting the generality of the foregoing, Issuer may (1) act in reliance on any oral, telephone, telegraphic, electronic, facsimile or written request, notice, or instruction believed in good faith to be from or have been authorized by the Applicant, (2) receive, accept or pay as complying with the terms of a Credit any Drafts or other documents, otherwise in order, which are signed by or issued to any person or entity acting as the representative of, or in the place of, the party in whose name such Credit provides that any Drafts or other documents should be drawn or issued and (3) waive its stipulation that the bank nominated in the applicable Credit shall accept or pay the Drafts, and Issuer may then accept presentations of Drafts and documents for payment directly.
(c) Notwithstanding any waiver by Applicant of discrepancies in Drafts, documents or required statements, GE Capital or Issuer, either one acting alone, has the right in its sole judgement, to decline to approve any discrepancies and to refuse payment on that basis under any Credit issued hereunder. Such right is in addition to and not in limitation of rights of Issuer under the UCP (as defined in Section 15(cparagraph 15(e) below).
(d) GE Capital may appoint any of its other subsidiaries as "“Issuer" ” at any time and any such Issuer may assign all or any portion of its rights under this Agreement or any Credit, including without limitation any reimbursement obligation owing to it to any subsidiary of GE Capital, in each case without prior notice to Applicant.
Appears in 1 contract
Samples: Credit Agreement (Golfsmith International Holdings Inc)
Administration of Credit. (a) Applicant will promptly examine a the copy of each the Credit (and any proposed amendments theretothereof) sent to Applicant, as well as all other instruments and documents delivered to Applicant from time to time in connection with such the Credit, and, in the event Applicant has any claim of non-compliance with the instructions or of any discrepancy or other irregularity, Applicant will immediately notify GE Capital thereof in writing within two business days after its receipt of a copy of such Credit (and any amendments thereof)writing, and Applicant will conclusively be deemed to have waived any such claim against GE Capital, Issuer Bank and their subcontractors, servicers and agents correspondents unless such immediate notice is given as aforesaid.
(b) Neither IssuerBank, GE Capital nor any of their correspondents shall be responsible for, and neither IssuerBank's and GE Capital's powers and rights hereunder nor Applicant's Obligations shall be affected by: (i) any act or omission pursuant to Applicant's instructions; (ii) any other act or omission of IssuerBank, GE Capital or their subcontractors, servicers and agents correspondents or their respective agents or employees other than any such arising from its or their gross negligence or willful wilful misconduct; (iii) the validity, accuracy or genuineness of Draftsdrafts, documents or required statements, even if such Draftsdrafts, documents or statements should in fact prove to be in any or all respects invalid, inaccurate, fraudulent or forged (and notwithstanding that Applicant shall have notified Issuer Bank or GE Capital thereof); (iv) failure of any Draft draft to bear any reference or adequate reference to the applicable Credit; (v) errors, omissions, interruptions or delays in transmission of delivery of any messages however sent and whether or not in code or otherwise; (vi) any act, default, omission, insolvency or failure in business of any other person (including any correspondent) or any consequences arising from causes beyond IssuerBank's or GE Capital's control; or (vii) any acts or omissions of any Beneficiary of any the Credit or transferee of any the Credit, if transferable; (viii) any act or omission of GE Capital or Issuer required or permitted under any (1) law or practice to which a Credit is subject, (2) applicable order, ruling or decree of any court, arbitrator or governmental agency, or (3) published statement or interpretation on a matter of law or practice; (ix) honor or other recognition of a presentation or demand that includes forged or fraudulent documents or that is otherwise affected by the fraudulent or illegal conduct of the Beneficiary or other person (excluding GE Capital's and Issuer's employees), or (x) dishonor of any presentation that does not strictly comply with the terms of the applicable Credit or that is fraudulent, forged or otherwise not entitled to be honored. Without limiting the generality of the foregoing, Issuer the Bank may (1i) act in reliance on any oral, telephone, telegraphic, electronic, facsimile or written request, notice, or instruction believed in good faith to be from or have been authorized by the Applicant, (2ii) receive, accept or pay as complying with the terms of a the Credit any Drafts or other documents, otherwise in order, which are signed by or issued to any person or entity acting as the representative of, or in the place of, the party in whose name such the Credit provides that any Drafts or other documents should be drawn or issued and (3iii) waive its stipulation that the bank nominated in the applicable Credit shall accept or pay the Drafts, and Issuer the Bank may then accept presentations of Drafts and documents for payment directly.
(c) Notwithstanding any waiver by Applicant of discrepancies in Drafts, documents or required statements, GE Capital or Issuer, either one acting alone, has the right in its sole judgement, to decline to approve any discrepancies and to refuse payment on that basis under any Credit issued hereunder. Such right is in addition to and not in limitation of rights of Issuer under the UCP (as defined in Section 15(c) below).
(d) GE Capital may appoint any of its other subsidiaries related bodies corporate as "IssuerBank" at any time and any such Issuer Bank may assign or otherwise deal with all or any portion of its rights under this Agreement or any the Credit, (including without limitation any reimbursement obligation owing to it) in any way it sees fit including to any subsidiary or related bodies corporate of GE CapitalGeneral Electric Capital Corporation, in each case without prior notice to Applicant.
Appears in 1 contract
Samples: Facility Agreement (Brightpoint Inc)
Administration of Credit. (a) Applicant will promptly examine a copy of each Credit (and any proposed amendments theretothereof) sent to Applicant, as well as all other instruments and documents delivered to Applicant from time to time in connection with such Credit, and, in the event Applicant has any claim of non-compliance with the instructions or of any discrepancy or other irregularity, Applicant will notify GE Capital thereof in writing within two business days after its receipt of a copy of such Credit (and any amendments thereof), and Applicant will conclusively be deemed to have waived any such claim against GE Capital, Issuer and their subcontractors, servicers and agents unless such notice is given as aforesaid.
(b) Neither Issuer, GE Capital nor any of their correspondents shall be responsible for, and neither Issuer's and GE Capital's powers and rights hereunder nor Applicant's Obligations shall be affected by: (i) any act or omission pursuant to Applicant's instructions; (ii) any other act or omission of Issuer, GE Capital or their subcontractors, servicers and agents or their respective agents or employees other than any such arising from its or their gross negligence or willful misconduct; (iii) the validity, accuracy or genuineness of Drafts, documents or required statements, even if such Drafts, documents or statements should in fact prove to be in any or all respects invalid, inaccurate, fraudulent or forged (and notwithstanding that Applicant shall have notified Issuer or GE Capital thereof); (iv) failure of any Draft to bear any reference or adequate reference to the applicable Credit; (v) errors, omissions, interruptions or delays in transmission of delivery of any messages however sent and whether or not in code or otherwise; (vi) any act, default, omission, insolvency or failure in business of any other person (including any correspondent) or any consequences arising from causes beyond Issuer's or GE Capital's control; (vii) any acts or omissions of any Beneficiary of any Credit or transferee of any Credit, if transferable; (viii) any act or omission of GE Capital or Issuer required or permitted under any (1A) law or practice to which a Credit is subject, (2B) applicable order, ruling or decree of any court, arbitrator or governmental agency, or (3C) published statement or interpretation on a matter of law or practice; (ix) honor or other recognition of a presentation or demand that includes forged or fraudulent documents or that is otherwise affected by the fraudulent or illegal conduct of the Beneficiary or other person (excluding GE Capital's and Issuer's employees), ; or (x) dishonor of any presentation that does not strictly comply with the terms of the applicable Credit or that is fraudulent, forged or otherwise not entitled to be honored. Without limiting the generality of the foregoing, Issuer may (1A) act in reliance on any MASTER AGREEMENT (Documentary L/Cs) oral, telephone, telegraphic, electronic, facsimile or written request, notice, or instruction believed in good faith to be from or have been authorized by the Applicant, (2B) receive, accept or pay as complying with the terms of a Credit any Drafts or other documents, otherwise in order, which are signed by or issued to any person or entity acting as the representative of, or in the place of, the party in whose name such Credit provides that any Drafts or other documents should be drawn or issued and (3C) waive its stipulation that the bank nominated in the applicable Credit shall accept or pay the Drafts, and Issuer may then accept presentations of Drafts and documents for payment directly.
(c) Notwithstanding any waiver by Applicant of discrepancies in Drafts, documents or required statements, GE Capital or Issuer, either one acting alone, has the right in its sole judgementjudgment, to decline to approve any discrepancies and to refuse payment on that basis under any Credit issued hereunder. Such right is in addition to and not in limitation of rights of Issuer under the UCP (as defined in Section 15(cSECTION 15(e) below).
(d) GE Capital may appoint any of its other subsidiaries affiliates as "Issuer" at any time and any such Issuer may assign all or any portion of its rights under this Agreement or any Credit, including including, without limitation limitation, any reimbursement obligation owing to it to any subsidiary such affiliate of GE Capital, in each case without prior notice to Applicant.
Appears in 1 contract
Samples: Master Agreement for Documentary Letters of Credit (Ddi Corp)
Administration of Credit. (a) Applicant will promptly examine a copy of each Credit (and any proposed amendments thereto) sent to Applicant, as well as all other instruments and documents delivered to Applicant from time to time in connection with such Credit, and, in the event Applicant has any claim of non-compliance with the instructions or of any discrepancy or other irregularityirregularity or any objection to any action taken or proposed to be taken by GE Capital with respect to any Credit, Applicant will notify GE Capital thereof in writing within two three business days after its receipt of a copy of such Credit (and Credit, any amendments thereof)thereto, or such instruments or documents or notice of any such proposed action, and Applicant will conclusively be deemed to have waived any such claim against GE Capital, Issuer Capital and their its subcontractors, servicers and agents or any defense to payment of GE Capital, its subcontractors or agents, unless such notice is given as aforesaid. This Section 3
(a) is intended to substitute three business days for the "not unreasonable time period" set forth in Rule 5.09 of ISP 98.
(b) Neither Issuer, GE Capital nor any of their correspondents its agents, subcontractors or servicers shall be responsible for, and neither Issuer's and GE Capital's powers and rights hereunder nor Applicant's Obligations obligations shall be affected by: (i) any act or omission pursuant to Applicant's instructions; (ii) any other act or omission of Issuer, GE Capital or their its subcontractors, servicers and agents or their respective servicers, agents or employees other than any such arising from its or their gross negligence or willful misconduct; (iii) the validity, accuracy or genuineness of Drafts, documents or required statements, even if such Drafts, documents or statements should in fact prove to be in any or all respects invalid, inaccurate, fraudulent or forged (and notwithstanding that Applicant shall have notified Issuer or GE Capital thereof); (iv) failure of any Draft to bear any reference or adequate reference to the applicable Credit; (v) errors, omissions, interruptions or delays in transmission of delivery of any messages however sent and whether or not in code or otherwise; (vi) any act, default, omission, insolvency or failure in business of any other person (including any correspondent) or any consequences arising from causes beyond Issuer's or GE Capital's control; (vii) any acts or omissions of any Beneficiary of any Credit or transferee of any Creditagent, if transferable; (viii) any act or omission of GE Capital or Issuer required or permitted under any (1) law or practice to which a Credit is subject, (2) applicable order, ruling or decree of any court, arbitrator or governmental agency, or (3) published statement or interpretation on a matter of law or practice; (ix) honor or other recognition of a presentation or demand that includes forged or fraudulent documents or that is otherwise affected by the fraudulent or illegal conduct of the Beneficiary or other person (excluding GE Capital's and Issuer's employees), or (x) dishonor of any presentation that does not strictly comply with the terms of the applicable Credit or that is fraudulent, forged or otherwise not entitled to be honored. Without limiting the generality of the foregoing, Issuer may (1) act in reliance on any oral, telephone, telegraphic, electronic, facsimile or written request, notice, or instruction believed in good faith to be from or have been authorized by the Applicant, (2) receive, accept or pay as complying with the terms of a Credit any Drafts or other documents, otherwise in order, which are signed by or issued to any person or entity acting as the representative of, or in the place of, the party in whose name such Credit provides that any Drafts or other documents should be drawn or issued and (3) waive its stipulation that the bank nominated in the applicable Credit shall accept or pay the Drafts, and Issuer may then accept presentations of Drafts and documents for payment directly.
(c) Notwithstanding any waiver by Applicant of discrepancies in Drafts, documents or required statements, GE Capital or Issuer, either one acting alone, has the right in its sole judgement, to decline to approve any discrepancies and to refuse payment on that basis under any Credit issued hereunder. Such right is in addition to and not in limitation of rights of Issuer under the UCP (as defined in Section 15(c) below).
(d) GE Capital may appoint any of its other subsidiaries as "Issuer" at any time and any such Issuer may assign all or any portion of its rights under this Agreement or any Credit, including without limitation any reimbursement obligation owing to it to any subsidiary of GE Capital, in each case without prior notice to Applicant.subcontractor or
Appears in 1 contract
Samples: Credit Agreement (Brightpoint Inc)
Administration of Credit. (aA) Applicant Obligor will promptly examine a the copy of each the Letters of Credit (and any proposed amendments theretothereof) sent to ApplicantObligor by the Bank or an Advising Bank, as well as all other instruments and documents delivered to Applicant Obligor from time to time in connection with such Credittime, and, in the event Applicant Obligor has any claim of non-compliance noncompliance with the instructions or of any discrepancy or other irregularity, Applicant Obligor will promptly notify GE Capital the Bank and Advising Bank thereof in writing within two business days after its receipt of a copy of such Credit (and any amendments thereof)writing, and Applicant Obligor will conclusively be deemed to have waived any such claim against GE Capitalthe Bank, Issuer Advising Bank and their subcontractors, servicers and agents any of the Bank’s other correspondents unless such prompt notice is given as aforesaid.
B) The Bank or Advising Bank may (bbut need not) pay any drafts otherwise in order which are signed or issued by, or accompanied by required statements or documents otherwise in order which are signed or issued by, the custodian, executor, administrator, trustee in bankruptcy, debtor in possession, assignees for the benefit of creditor, liquidator, receiver or other agent or legal representative of the beneficiary of the Letters of Credit or other party who is authorized under the Letter of Credit to draw or issue any drafts, required statements or other documents.
C) Neither Issuer, GE Capital the Bank nor any Advising Bank or any of their the Bank’s other correspondents shall be responsible for, and neither Issuer's and GE Capital's the Bank’s or Advising Bank’s powers and rights hereunder nor Applicant's Obligations Obligor’s obligations shall be affected by: (i) any act or omission pursuant to Applicant's Obligor’s instructions; (ii) any other act or omission of Issuerthe Bank, GE Capital Advising Bank or their subcontractors, servicers and agents any of the Bank’s other correspondents or their respective agents or employees other than any such arising from its or their gross negligence or willful misconduct; (iii) the validity, accuracy or genuineness of Draftsdrafts, documents or required statements, even if such Draftsdrafts, documents or statements should in fact prove to be in any or all respects invalid, inaccurate, fraudulent or forged (and notwithstanding that Applicant Obligor shall have notified Issuer Bank, Advising Bank or GE Capital any of Bank’s other correspondents thereof); (iv) failure of any Draft draft to bear any reference or adequate reference to the applicable Letters of Credit; (v) errors, omissions, interruptions or delays in transmission of or delivery of any messages however sent and whether or not in code or otherwisecipher; (vi) any act, default, omission, insolvency or failure in business of any other person (including any correspondent) or any consequences arising from causes beyond Issuer's the Bank’s, Advising Bank’s or GE Capital's the Bank’s other correspondents’ control; or (vii) any acts or omissions of any Beneficiary beneficiary of any the Letters of Credit or transferee of any the Letters of Credit, if transferable; (viii.
D) any act or omission Except to this extent this Agreement expressly provides otherwise, this Agreement, the Letters of GE Capital or Issuer required or permitted under any (1) law or practice Credit and all transactions thereunder are subject to which a the “Uniform Customs and Practice for Documentary Credits” of the International Chamber of Commerce as in effect when the subject Letter of Credit is subject, (2) applicable order, ruling or decree of any court, arbitrator or governmental agency, or (3) published statement or interpretation on a matter of law or practice; (ix) honor or other recognition of a presentation or demand that includes forged or fraudulent documents or that is otherwise affected by the fraudulent or illegal conduct of the Beneficiary or other person (excluding GE Capital's and Issuer's employees), or (x) dishonor of any presentation that does not strictly comply with the terms of the applicable Credit or that is fraudulent, forged or otherwise not entitled to be honored. Without limiting the generality of the foregoing, Issuer may (1) act in reliance on any oral, telephone, telegraphic, electronic, facsimile or written request, notice, or instruction believed in good faith to be from or have been authorized by the Applicant, (2) receive, accept or pay as complying with the terms of a Credit any Drafts or other documents, otherwise in order, which are signed by or issued to any person or entity acting as the representative of, or in the place of, the party in whose name such Credit provides that any Drafts or other documents should be drawn or issued and (3) waive its stipulation that the bank nominated in the applicable Credit shall accept or pay the Drafts, and Issuer may then accept presentations of Drafts and documents for payment directly.
(c) Notwithstanding any waiver by Applicant of discrepancies in Drafts, documents or required statements, GE Capital or Issuer, either one acting alone, has the right in its sole judgement, to decline to approve any discrepancies and to refuse payment on that basis under any Credit issued hereunder. Such right is in addition to and not in limitation of rights of Issuer under the UCP (as defined in Section 15(c) below).
(d) GE Capital may appoint any of its other subsidiaries as "Issuer" at any time and any such Issuer may assign all or any portion of its rights under this Agreement or any Credit, including without limitation any reimbursement obligation owing to it to any subsidiary of GE Capital, in each case without prior notice to Applicant.or
Appears in 1 contract
Administration of Credit. (a) Applicant will promptly examine a copy of each Credit (and any proposed amendments thereto) sent to Applicant, as well as all other instruments and documents delivered to Applicant from time to time in connection with such Credit, and, in the event Applicant has any claim of non-compliance with the instructions or of any discrepancy or other irregularityirregularity or any objection to any action taken or proposed to be taken by GE Capital with respect to any Credit, Applicant will notify GE Capital thereof in writing within two business days after its receipt of a copy of such Credit (and Credit, any amendments thereof)thereto, or such instruments or documents or notice of any such proposed action, and Applicant will conclusively be deemed to have waived any such claim against GE Capital, Issuer Capital and their its subcontractors, servicers and agents agents, unless such notice is given as aforesaid. This Section 3(a) is intended to substitute two business days for the “not unreasonable time period” set forth in Rule 5.09 of ISP 98.
(b) Neither Issuer, GE Capital nor any of their correspondents its agents, subcontractors or servicers shall be responsible for, and neither Issuer's and GE Capital's ’s powers and rights hereunder nor Applicant's Obligations ’s obligations shall be affected by: (i) any act or omission pursuant to Applicant's ’s instructions; (ii) any other act or omission of Issuer, GE Capital or their its subcontractors, servicers and agents or their respective servicers, agents or employees other than any such arising from its or their gross negligence or willful misconduct; (iii) the validity, accuracy or genuineness of Drafts, documents or required statements, even if such Drafts, documents or statements should in fact prove to be in any or all respects invalid, inaccurate, fraudulent or forged (and notwithstanding that Applicant shall have notified Issuer or GE Capital thereof); (iv) failure of any Draft to bear any reference or adequate reference to the applicable Credit; (v) errors, omissions, interruptions or delays in transmission of delivery of any messages however sent and whether or not in code or otherwise; (vi) any act, default, omission, insolvency or failure in business of any other person (including any correspondentagent, subcontractor or employee) or any consequences arising from causes beyond Issuer's or GE Capital's ’s control; (vii) any acts or omissions of any Beneficiary of any Credit or transferee of any Credit, if transferable; (viii) any act or omission of GE Capital or Issuer required or permitted under any (1) law or practice to which a Credit is subjectsubject (including ISP 98), (2) applicable order, ruling or decree of any court, arbitrator or governmental agency, or (3) a published statement or interpretation on a matter of law or practicepractice (including ISP 98); (ix) honor or other recognition of a presentation or demand that includes forged or fraudulent documents or that is otherwise affected by the fraudulent fraudulent, bad faith, or illegal conduct of the Beneficiary or other person (excluding GE Capital's and Issuer's ’s employees), including payment to a person who forges the signature of a Beneficiary or the signature of an assignee of a Credit’s proceeds, (x) honor of a presentation without regard to any nondocumentary condition(s) in the Credit, regardless of whether Rule 4.11 of ISP 98 applies, or (xxi) dishonor of any presentation that does not strictly comply with the terms of the applicable Credit or that is fraudulent, forged or otherwise not entitled to be honored. Without limiting the generality of the foregoing, Issuer GE Capital may (1) act in reliance on any oral, telephone, telegraphic, electronic, facsimile or written request, notice, or instruction believed in good faith to be from or have been authorized by the Applicant, (2) receive, accept or pay as complying with the terms of a Credit any Drafts or other documents, otherwise in order, which are signed by or issued to any person or entity acting as the representative of, or in the place of, the party in whose name such Credit provides that any Drafts or other documents should be drawn or issued and (3) waive its stipulation that the bank nominated in the applicable Credit shall accept or pay the Drafts, and Issuer GE Capital may then accept presentations of Drafts and documents for payment directly.
(c) Notwithstanding Subject to GE Capital’s obtaining any waiver by Applicant of discrepancies in Drafts, documents necessary consent from the Beneficiary or required statementsother third party, GE Capital may for Applicant’s account at any time (i) treat a Credit as governed by the law of the place where GE Capital or Issuerthe Beneficiary is located, either one acting alonenotwithstanding a choice of law provision in the Credit, has and, in case of conflict, treat the right law as prevailing over practice in its sole judgementsuch place or vice versa; (ii) shorten or lengthen the examination period; (iii) specify or amend a specified place or manner of receiving a presentation, to decline to approve any discrepancies and to refuse payment on that basis under any Credit issued hereunder. Such right is in addition to and not in limitation effecting honor, or giving notice of rights of Issuer dishonor; or (iv) discount an accepted Draft or deferred obligation incurred under the UCP (as defined in Section 15(c) below)Credit.
(d) Unless GE Capital is enjoined by a court of competent jurisdiction, GE Capital may appoint assume that any Beneficiary or other presenter acts in good faith and that any presentation or other demand is nonfraudulent.
(e) Unless the Credit specifically permits and GE Capital specifically agrees, GE Capital need not check the authenticity or authority of any purported Beneficiary signature, even if in other transactions the Beneficiary is a customer or its other subsidiaries as "Issuer" at any time and any such Issuer may assign all or any portion of its rights under this Agreement or any Credit, including without limitation any reimbursement obligation owing signature is otherwise known to it GE Capital.
(f) Unless specifically committed to any subsidiary of do so in a writing signed by GE Capital, in each case GE Capital need not consent to any amendment of a Credit. GE Capital may, without prior authorization from or notice to Applicant., send a notice of non-extension to the Beneficiary under a Credit if it provides for automatic extension. Any notice of dishonor given by GE Capital within six business days after presentation of documents to GE Capital shall not be deemed to be unreasonable. This Section 3
Appears in 1 contract
Samples: Master Agreement for Standby Letters of Credit (Talbots Inc)
