Common use of Letter of Credit Procedures Clause in Contracts

Letter of Credit Procedures. (a) Subject to the tenns and conditions of this Agreement, the Bank may, in its sole and complete discretion, issue the Letter of Credit for the account of the Applicant; provided that the terms and provisions of the Letter of Credit and the Application therefor shall be satisfactory to the Bank in its discretion. (b) Not later than three Banking Days (as defined in UCP 600 and ISP 98 as applicab le, which are defined herein below) prior to the date of the proposed issuance of the Letter of Credit (or such later date as the Bank shall agree), the Applicant shall deliver this Application and Agreement for such Letter of Credit to the Bank. The Application may be sent by facsimile, by Un ited States mail, by overnight courier, by electronic transmission using the system provided by the Bank, by personal delivery or by any other means acceptable to the Bank. (c) The Applicant authorizes the Bank to set forth the tenns of the Application in the Letter of Credit (and in any amendment thereto) in such language as the Bank deems appropriate, with such variations from such tenns as the Bank may in its discretion determine to be necessary (which determination shall be conclusive) and not materially inconsistent with the Application. The Bank may, but shall not be obligated to, request the Applicant to rev iew the form of the Letter of Credit prior to issuance thereof, in which case the Applicant shall be deemed to have approved the form of such Letter of Credit. Notwithstanding, the Applicant agrees that the Letter of Credit shall be conclusively presumed to be in proper form tmless the Applicant notifies the Bank in writing of any inconsistency in the Letter of Credit within three Banking Days of its issuance. Upon receipt oftimely notice of any inconsistency in the Letter of Credit, the Bank will endeavor to obtain the consent of the Beneficiary and any confirming bank for an appropriate modification to the Letter of Credit; provided that the Bank shall have no liability or responsibility for its failure to obtain such consent. (d) The Applicant accepts the risk th.t the Letter of Credit will be int<rpreted or applied other tlmn a; irLtm1t:tl by l11e Appli<.:arJLlo l11e exteul l11e Ltftu·of 0-eJiL (i) xxxxx!.'; prt'SttJLation at a pla<.:e other than the place of issuance, (ii) permits application of laws or practice rules with V\hich the Applicant cr theBank is unfamiliar, (iii) includes ambiguous, inconsistmt cr impa;sible requinments, (iv) reCJ-Iires tennination cr reduction against a presentatim made by the Applicant rather than the Beneficiary or (v)fails to incorporateor modifies appropriate letter ofcredit practices rules. (e) The delivery of this Application and Agreement shall automatically constitute a representation and warranty by the Applicant to the Bank to the effect that on the requested date of issuance or amendment of the Letter of Credit, (i) the representatioos and warranties of the Applicant set forth inshall be true and correct as of such requested date as though made on the date thereof and (ii ) no Deposit Event, as defined in Section 3 below, shall have then occUITed and be continuing or will result from the issuance. (f) The Letter of Credit may be issued by any office of the Bank in its sole discretion within or outside the United States. 2.

Letter of Credit Procedures. (a) Subject to the tenns and conditions of this Agreement, the Bank may, in its sole and complete discretion, issue the Each Letter of Credit for shall be issued or amended, as the account case may be, upon the request of the Applicant; provided that Borrower delivered to the terms and provisions applicable LC Issuer (with a copy to the Administrative Agent) in the form of the a Letter of Credit Application, appropriately completed and the Application therefor shall be satisfactory to the Bank in its discretion. (b) Not later than three Banking Days (as defined in UCP 600 and ISP 98 as applicab le, which are defined herein below) prior to the date signed by an Executive Officer of the proposed issuance of the Borrower. Such Letter of Credit Application must be received by the applicable LC Issuer and the Administrative Agent not later than 9:00 a.m. at least two Business Days (or such later date and time as the Bank shall agree)Administrative Agent and such LC Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the Applicant shall deliver this Application and Agreement case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to the Bank. The Application may applicable LC Issuer: (A) the name of the account party which, subject to Section 5.8, shall be sent by facsimile(i) the Borrower, by Un ited States mail, by overnight courier, by electronic transmission using the system provided (ii) an Insurance Subsidiary designated by the Bank, by personal delivery Borrower or by any other means acceptable (iii) subject to the Bank. Non-Insurance Sub L/C Sublimit, a Subsidiary which is not an Insurance Subsidiary, (cB) The Applicant authorizes the Bank to set forth the tenns proposed issuance date of the Application in the requested Letter of Credit (which shall be a Business Day); (C) the amount and currency thereof; (D) the expiry date thereof (which shall be the earlier of the date which is twelve months from the date of issuance or the LC Expiration Date); (E) the name and address of the beneficiary thereof; (F) the documents to be presented by such beneficiary in case of any amendment theretodrawing thereunder; (G) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (H) the purpose and nature of the requested Letter of Credit; (I) in the case of Letters of Credit issued for the account of an Insurance Subsidiary, whether such language as the Bank deems appropriate, with such variations from such tenns as the Bank may in its discretion determine to be necessary (which determination shall be conclusive) and not materially inconsistent with the Application. The Bank may, but shall not be obligated to, request the Applicant to rev iew the form of the Letter of Credit prior is to issuance thereof, be transferable in which case the Applicant shall be deemed to have approved the form of whole or in part; (J) whether such Letter of Credit. Notwithstanding, the Applicant agrees that the Letter of Credit shall be conclusively presumed to an be in proper form tmless an Auto-Extension Letter of Credit and (K) such other matters as such LC Issuer may require. In the Applicant notifies the Bank in writing case of a request for an amendment of any inconsistency outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the applicable LC Issuer (w) the Letter of Credit within three Banking Days to be amended; (x) the proposed date of its issuanceamendment thereof (which shall be a Business Day); (y) the nature of the proposed amendment; and (z) such other matters as the applicable LC Issuer may require. Upon receipt oftimely notice of any inconsistency in the Letter of CreditAdditionally, the Bank will endeavor to obtain the consent of the Beneficiary and any confirming bank for an appropriate modification Borrower shall furnish to the Letter of Credit; provided that applicable LC Issuer and the Bank shall have no liability or responsibility for its failure Administrative Agent such other documents and information pertaining to obtain such consent. (d) The Applicant accepts the risk th.t the requested Letter of Credit will be int<rpreted or applied other tlmn a; irLtm1t:tl by l11e Appli<.:arJLlo l11e exteul l11e Ltftu·of 0-eJiL (i) xxxxx!.'; prt'SttJLation at a pla<.:e other than the place of issuance, (ii) permits application of laws or practice rules with V\hich the Applicant cr theBank is unfamiliar, (iii) includes ambiguous, inconsistmt cr impa;sible requinments, (iv) reCJ-Iires tennination cr reduction against a presentatim made by the Applicant rather than the Beneficiary or (v)fails to incorporateor modifies appropriate letter ofcredit practices rules. (e) The delivery of this Application and Agreement shall automatically constitute a representation and warranty by the Applicant to the Bank to the effect that on the requested date of issuance or amendment of the Letter of Credit, (i) the representatioos and warranties of the Applicant set forth inshall be true and correct as of such requested date as though made on the date thereof and (ii ) no Deposit Eventamendment, as defined in Section 3 below, shall have then occUITed and be continuing such LC Issuer or will result from the issuance. (f) The Letter of Credit Administrative Agent may be issued by any office of the Bank in its sole discretion within or outside the United States. 2reasonably require.

Letter of Credit Procedures. (a) Subject to the tenns terms and conditions of this Agreement, the Bank may, in its sole and complete discretion, issue the Letter of Credit for the account of the Applicant; provided that the terms and provisions of the Letter of Credit and the Application therefor shall be satisfactory to the Bank in its discretion. (b) Not later than three Banking Days (as defined in UCP 600 and ISP 98 as applicab leapplicable, which are defined herein below) prior to the date of the proposed issuance of the Letter of Credit (or such later date as the Bank shall agree), the Applicant shall deliver this Application and Agreement for such Letter of Credit to the Bank. The Application may be sent by facsimile, by Un ited United States mail, by overnight courier, by electronic transmission using the system provided by the Bank, by personal delivery or by any other means acceptable to the Bank. (c) The Applicant authorizes the Bank to set forth the tenns terms of the Application in the Letter of Credit (and in any amendment thereto) in such language as the Bank deems appropriate, with such variations from such tenns terms as the Bank may in its discretion determine to be necessary (which determination shall be conclusive) and not materially inconsistent with the Application. The Bank may, but shall not be obligated to, request the Applicant to rev iew review the form of the Letter of Credit prior to issuance thereof, in which case the Applicant shall be deemed to have approved the form of such Letter of Credit. Notwithstanding, the Applicant agrees that the Letter of Credit shall be conclusively presumed to be in proper form tmless unless the Applicant notifies the Bank in writing of any inconsistency in the Letter of Credit within three Banking Days of its issuance. Upon receipt oftimely of timely notice of any inconsistency in the Letter of Credit, the Bank will endeavor to obtain the consent of the Beneficiary and any confirming bank for an appropriate modification to the Letter of Credit; provided that the Bank shall have no liability or responsibility for its failure to obtain such consent. (d) The Applicant accepts the risk th.t that the Letter of Credit will be int<rpreted interpreted or applied other tlmn a; irLtm1t:tl than as intended by l11e Appli<.:arJLlo l11e exteul l11e Ltftu·of 0-eJiL the Applicant to the extent the Letter of Credit (i) xxxxx!.'; prt'SttJLation permits presentation at a pla<.:e place other than the place of issuance, (ii) permits application of laws or practice rules with V\hich which the Applicant cr theBank or the Bank is unfamiliar, (iii) includes ambiguous, inconsistmt cr impa;sible requinmentsinconsistent or impossible requirements, (iv) reCJ-Iires tennination cr requires termination or reduction against a presentatim presentation made by the Applicant rather than the Beneficiary or (v)fails v) fails to incorporateor incorporate or modifies appropriate letter ofcredit of credit practices rules. (e) The delivery of this Application and Agreement shall automatically constitute a representation and warranty by the Applicant to the Bank to the effect that on the requested date of issuance or amendment of the Letter of Credit, (i) the representatioos representations and warranties of the Applicant set forth inshall in Section 11 shall be true and correct as of such requested date as though made on the date thereof and (ii ) no Deposit Event, as defined in Section 3 below, shall have then occUITed occurred and be continuing or will result from the issuance. (f) The Letter of Credit may be issued by any office of the Bank in its sole discretion within or outside the United States. 2.

Letter of Credit Procedures. (a) Subject L/C Applications. The Company shall execute and deliver to the tenns and conditions of this Agreement, Issuing Lender the Bank may, in its sole and complete discretion, issue the Master Letter of Credit Agreement from time to time in effect or such other application and agreement for letters of credit as such Issuing Lender may elect. The Company shall give notice to the account of the Applicant; provided that the terms and provisions of the Letter of Credit Administrative Agent and the Application therefor shall be satisfactory to the Bank in its discretion. (b) Not later than three Banking Days (as defined in UCP 600 and ISP 98 as applicab le, which are defined herein below) prior to the date Issuing Lender of the proposed issuance of the each Letter of Credit on a Business Day which is at least three Business Days (or such later date lesser number of days as the Bank Administrative Agent and the Issuing Lender shall agree), the Applicant shall deliver this Application and Agreement for such Letter of Credit agree in any particular instance in their sole discretion) prior to the Bank. The Application may be sent by facsimile, by Un ited States mail, by overnight courier, by electronic transmission using the system provided by the Bank, by personal delivery or by any other means acceptable to the Bank. (c) The Applicant authorizes the Bank to set forth the tenns proposed date of the Application in the Letter of Credit (and in any amendment thereto) in such language as the Bank deems appropriate, with such variations from such tenns as the Bank may in its discretion determine to be necessary (which determination shall be conclusive) and not materially inconsistent with the Application. The Bank may, but shall not be obligated to, request the Applicant to rev iew the form of the Letter of Credit prior to issuance thereof, in which case the Applicant shall be deemed to have approved the form of such Letter of Credit. NotwithstandingEach such notice shall be accompanied by an L/C Application, duly executed by the Company and in all respects satisfactory to the Administrative Agent and the Issuing Lender, together with such other documentation as the Administrative Agent or the Issuing Lender may request in support thereof, it being understood that each L/C Application shall specify, among other things, the Applicant agrees that date on which the proposed Letter of Credit is to be issued, the expiration date of such Letter of Credit (which shall not be later than twenty (20) Business Days prior to the scheduled Termination Date (unless such Letter of Credit is Cash Collateralized)), whether such Letter of Credit is to be transferable in whole or in part and the currency in which the Letter of Credit is requested to be denominated which shall be conclusively presumed either Dollars or a currency satisfactory to be in proper form tmless the Applicant notifies the Bank in writing of any inconsistency in the Issuing Lender. Any Letter of Credit within three Banking Days outstanding after the scheduled Termination Date which is Cash Collateralized for the benefit of its issuancethe Issuing Lender shall after the scheduled Termination Date be the sole responsibility of the Issuing Lender. Upon receipt oftimely So long as the Issuing Lender has not received written notice that the conditions precedent set forth in Section 12 with respect to the issuance of any inconsistency in such Letter of Credit have not been satisfied, the Issuing Lender shall issue such Letter of Credit on the requested issuance date. The Issuing Lender shall promptly advise the Administrative Agent of the issuance of each Letter of Credit, the Bank will endeavor to obtain currency thereof, and of any amendment thereto, extension thereof or event or circumstance changing the consent amount available for drawing thereunder. In the event of any inconsistency between the terms of the Beneficiary and any confirming bank for an appropriate modification to the Master Letter of Credit; Credit Agreement, any L/C Application and the terms of this Agreement, the terms of this Agreement shall control. The Company may request the issuance of a Letter of Credit on behalf of itself or on behalf of any other Loan Party, provided that the Bank shall have no liability Company is the account party thereon and provided further that notwithstanding that any letter of credit issued in connection herewith may state that it is issued on behalf of another Loan Party or responsibility for its failure Subsidiary of a Loan Party and notwithstanding that any application or agreement with respect to obtain such consent. (d) The Applicant accepts the risk th.t the a letter of credit is executed by a Loan Party or Subsidiary of a Loan Party, each such letter of credit is hereby deemed to be a Letter of Credit will be int<rpreted or applied other tlmn a; irLtm1t:tl by l11e Appli<.:arJLlo l11e exteul l11e Ltftu·of 0-eJiL (i) xxxxx!.'; prt'SttJLation at a pla<.:e other than issued hereunder for the place of issuance, (ii) permits application of laws or practice rules with V\hich the Applicant cr theBank is unfamiliar, (iii) includes ambiguous, inconsistmt cr impa;sible requinments, (iv) reCJ-Iires tennination cr reduction against a presentatim made by the Applicant rather than the Beneficiary or (v)fails to incorporateor modifies appropriate letter ofcredit practices rules. (e) The delivery of this Application and Agreement shall automatically constitute a representation and warranty by the Applicant to the Bank to the effect that on the requested date of issuance or amendment account of the Letter of Credit, (i) Company and the representatioos and warranties of the Applicant set forth inshall Company is hereby deemed to be true and correct as of severally obligated on such requested date as though made on the date thereof and (ii ) no Deposit Event, as defined in Section 3 below, shall have then occUITed and be continuing application or will result from the issuance. (f) The Letter of Credit may be issued by any office of the Bank in its sole discretion within or outside the United States. 2agreement.

Letter of Credit Procedures. (a) Subject The Company --------------------------- shall give notice to the tenns and conditions of this AgreementIssuing Bank, the Bank may, in its sole and complete discretion, issue the Letter of Credit for the account of the Applicant; provided that the terms and provisions of the Letter of Credit and the Application therefor shall be satisfactory with a copy to the Bank in its discretion. (b) Not later than three Banking Days (as defined in UCP 600 and ISP 98 as applicab leAgent, which are defined herein below) prior to the date of the proposed issuance of each Letter of Credit on a Business Day which is at least five Business Days (or fewer Business Days if agreed to by the Issuing Bank) prior to the proposed date of issuance of such Letter of Credit. Each such notice shall be accompanied by a Letter of Credit Application, duly executed by the Company and in all respects satisfactory to the Issuing Bank, together with such other documentation as the Issuing Bank may reasonably request in support thereof, it being understood that each Letter of Credit Application shall specify, among other things, the date on which the proposed Letter of Credit is to be issued and the expiration date of such Letter of Credit (which shall not extend beyond the earlier of (a) one year from the date of issuance or (b) 30 days prior to the Termination Date). Such notice and Letter of Credit Application may be delivered to the Issuing Bank and the Agent by facsimile; provided, however, that -------- ------- the original notice and Letter of Credit Application are promptly delivered to the Issuing Bank thereafter, but in any event prior to the issuance of such Letter of Credit. Subject to the satisfaction of the conditions precedent set forth in Section 4 --------- with respect to the issuance or extension of such Letter of Credit, the Issuing Bank shall issue such Letter of Credit on the requested issuance date. In the event the Company requests that the expiration date of any Letter of Credit be extended, the Company shall notify the Issuing Bank, with a copy to the Agent, in accordance with the applicable notice provision set forth in the Letter of Credit with respect to extensions, or, in the event the Letter of Credit contains no such notice provision, on a Business Day which is at least five Business Days (or fewer Business Days if agreed to by the Issuing Bank) prior to the existing expiration date under the Letter of Credit. Such notice shall be duly executed by the Company and in all respects satisfactory to the Issuing Bank, together with such later date other documentation as the Issuing Bank may reasonably request in support thereof, and shall state the proposed extended expiration date (which date shall not extend beyond the earlier of (x) one year from the date of such extension or (y) 30 days prior to the Termination Date). Such notice may be delivered to the Issuing Bank and the Agent by facsimile; provided, however, that the -------- ------- original notice is promptly delivered to the Issuing Bank thereafter, but in any event prior to the expiration of the applicable Letter of Credit. Subject to the satisfaction of the conditions precedent set forth in Section 4 with respect to the --------- issuance of Letters of Credit, the issuing Bank shall agree), extend the Applicant shall deliver this Application and Agreement for expiration date of such Letter of Credit to the Bank. The Application may be sent by facsimile, by Un ited States mail, by overnight courier, by electronic transmission using the system provided by the Bank, by personal delivery or by any other means acceptable to the Bank. (c) The Applicant authorizes the Bank to set forth the tenns of the Application in the Letter of Credit (and in any amendment thereto) in such language as the Bank deems appropriate, with such variations from such tenns as the Bank may in its discretion determine to be necessary (which determination shall be conclusive) and not materially inconsistent with the Application. The Bank may, but shall not be obligated to, request the Applicant to rev iew the form of the Letter of Credit prior to issuance thereof, in which case the Applicant shall be deemed to have approved the form of such Letter of Credit. Notwithstanding, the Applicant agrees that the Letter of Credit shall be conclusively presumed to be in proper form tmless the Applicant notifies the Bank in writing of any inconsistency in the Letter of Credit within three Banking Days of its issuance. Upon receipt oftimely notice of any inconsistency in the Letter of Credit, the Bank will endeavor to obtain the consent of the Beneficiary and any confirming bank for an appropriate modification to the Letter of Credit; provided that the Bank shall have no liability or responsibility for its failure to obtain such consent. (d) The Applicant accepts the risk th.t the Letter of Credit will be int<rpreted or applied other tlmn a; irLtm1t:tl by l11e Appli<.:arJLlo l11e exteul l11e Ltftu·of 0-eJiL (i) xxxxx!requested expiration date.'; prt'SttJLation at a pla<.:e other than the place of issuance, (ii) permits application of laws or practice rules with V\hich the Applicant cr theBank is unfamiliar, (iii) includes ambiguous, inconsistmt cr impa;sible requinments, (iv) reCJ-Iires tennination cr reduction against a presentatim made by the Applicant rather than the Beneficiary or (v)fails to incorporateor modifies appropriate letter ofcredit practices rules. (e) The delivery of this Application and Agreement shall automatically constitute a representation and warranty by the Applicant to the Bank to the effect that on the requested date of issuance or amendment of the Letter of Credit, (i) the representatioos and warranties of the Applicant set forth inshall be true and correct as of such requested date as though made on the date thereof and (ii ) no Deposit Event, as defined in Section 3 below, shall have then occUITed and be continuing or will result from the issuance. (f) The Letter of Credit may be issued by any office of the Bank in its sole discretion within or outside the United States. 2.

Letter of Credit Procedures. (a) Subject L/C Applications. Borrower shall execute and deliver to the tenns and conditions of this Agreement, the Bank may, in its sole and complete discretion, issue the each Issuing Lender each Master Letter of Credit for the account of the Applicant; provided that the terms and provisions of the Letter of Credit Agreement from time to time in effect with respect to such Issuing Lender. Borrower shall give notice to Agent and the Application therefor shall be satisfactory to the Bank in its discretion. (b) Not later than three Banking Days (as defined in UCP 600 and ISP 98 as applicab le, which are defined herein below) prior to the date applicable Issuing Lender of the proposed issuance of the each Letter of Credit on a Business Day which is at least three Business Days (or such later date lesser number of days as the Bank Agent and such Issuing Lender shall agree), the Applicant shall deliver this Application and Agreement for such Letter of Credit agree in any particular instance in their sole discretion) prior to the Bank. The Application may be sent by facsimile, by Un ited States mail, by overnight courier, by electronic transmission using the system provided by the Bank, by personal delivery or by any other means acceptable to the Bank. (c) The Applicant authorizes the Bank to set forth the tenns proposed date of the Application in the Letter of Credit (and in any amendment thereto) in such language as the Bank deems appropriate, with such variations from such tenns as the Bank may in its discretion determine to be necessary (which determination shall be conclusive) and not materially inconsistent with the Application. The Bank may, but shall not be obligated to, request the Applicant to rev iew the form of the Letter of Credit prior to issuance thereof, in which case the Applicant shall be deemed to have approved the form of such Letter of Credit. NotwithstandingEach such notice shall be accompanied by an L/C Application, duly executed by Xxxxxxxx and in all respects satisfactory to Agent and the applicable Issuing Lender, together with such other documentation as Agent or such Issuing Lender may request in support thereof, it being understood that each L/C Application shall specify, among other things, the Applicant agrees that date on which the proposed Letter of Credit is to be issued, the expiration date of such Letter of Credit (which shall not be later than the scheduled Termination Date (unless such Letter of Credit is Cash Collateralized)) and whether such Letter of Credit is to be transferable in whole or in part. Any Letter of Credit outstanding after the scheduled Termination Date which is Cash Collateralized for the benefit of an Issuing Lender shall be conclusively presumed the sole responsibility of such Issuing Lender. So long as the applicable Issuing Lender has not received written notice that the conditions precedent set forth in Section 12 with respect to be in proper form tmless the Applicant notifies issuance of such Letter of Credit have not been satisfied, such Issuing Lender shall issue such Letter of Credit on the Bank in writing requested issuance date. Each Issuing Lender shall promptly advise Agent of the issuance of each Letter of Credit and of any amendment thereto, extension thereof or event or circumstance changing the amount available for drawing thereunder. In the event of any inconsistency in between the terms of any Master Letter of Credit within three Banking Days Agreement, any L/C Application and the terms of its issuance. Upon receipt oftimely notice of any inconsistency in the Letter of Creditthis Agreement, the Bank will endeavor to obtain the consent of the Beneficiary and any confirming bank for an appropriate modification to the Letter of Credit; provided that the Bank shall have no liability or responsibility for its failure to obtain such consent. (d) The Applicant accepts the risk th.t the Letter of Credit will be int<rpreted or applied other tlmn a; irLtm1t:tl by l11e Appli<.:arJLlo l11e exteul l11e Ltftu·of 0-eJiL (i) xxxxx!.'; prt'SttJLation at a pla<.:e other than the place of issuance, (ii) permits application of laws or practice rules with V\hich the Applicant cr theBank is unfamiliar, (iii) includes ambiguous, inconsistmt cr impa;sible requinments, (iv) reCJ-Iires tennination cr reduction against a presentatim made by the Applicant rather than the Beneficiary or (v)fails to incorporateor modifies appropriate letter ofcredit practices rules. (e) The delivery terms of this Application and Agreement shall automatically constitute a representation and warranty by the Applicant to the Bank to the effect that on the requested date of issuance or amendment of the Letter of Credit, (i) the representatioos and warranties of the Applicant set forth inshall be true and correct as of such requested date as though made on the date thereof and (ii ) no Deposit Event, as defined in Section 3 below, shall have then occUITed and be continuing or will result from the issuancecontrol. (f) The Letter of Credit may be issued by any office of the Bank in its sole discretion within or outside the United States. 2.50

Letter of Credit Procedures. (a) Subject The applicable Borrower shall execute and deliver to the tenns and conditions of this Agreement, Issuing Bank the Bank may, in its sole and complete discretion, issue the Master Letter of Credit for Agreement from time to time in effect. Such Borrower shall give notice to the account of the Applicant; provided that the terms and provisions of the Letter of Credit Agent and the Application therefor shall be satisfactory to the Issuing Bank in its discretion. (b) Not later than three Banking Days (as defined in UCP 600 and ISP 98 as applicab le, which are defined herein below) prior to the date of the proposed issuance of the each Letter of Credit on a Business Day which is at least three Business Days (or such later date lesser number of days as the Agent and the Issuing Bank shall agree), the Applicant shall deliver this Application and Agreement for such Letter of Credit agree in any particular instance in their sole discretion) prior to the Bank. The Application may be sent by facsimile, by Un ited States mail, by overnight courier, by electronic transmission using the system provided by the Bank, by personal delivery or by any other means acceptable to the Bank. (c) The Applicant authorizes the Bank to set forth the tenns proposed date of the Application in the Letter of Credit (and in any amendment thereto) in such language as the Bank deems appropriate, with such variations from such tenns as the Bank may in its discretion determine to be necessary (which determination shall be conclusive) and not materially inconsistent with the Application. The Bank may, but shall not be obligated to, request the Applicant to rev iew the form of the Letter of Credit prior to issuance thereof, in which case the Applicant shall be deemed to have approved the form of such Letter of Credit. NotwithstandingEach such notice shall be accompanied by an L/C Application, duly executed by the applicable Borrower and in all respects satisfactory to the Agent and the Issuing Bank, together with such other documentation as the Agent or the Issuing Bank may request in support thereof, it being understood that each L/C Application shall specify, among other things, the Applicant agrees that date on which the proposed Letter of Credit is to be issued, the expiration date of such Letter of Credit (which shall not be later than the Letter of Credit shall be conclusively presumed Termination Date (unless such Letter of Credit is Cash Collateralized)) and whether such Letter of Credit is to be transferable in proper form tmless the Applicant notifies the Bank whole or in writing part. Any Letter of any inconsistency in Credit outstanding after the Letter of Credit within three Banking Days Termination Date which is Cash Collateralized for the benefit of its issuancethe Issuing Bank shall be the sole responsibility of the Issuing Bank. Upon receipt oftimely So long as the Issuing Bank has not received written notice that the conditions precedent set forth herein with respect to the issuance of such Letter of Credit have not been satisfied, the Issuing Bank shall issue such Letter of Credit on the requested issuance date. The Issuing Bank shall promptly advise the Agent of the issuance of each Letter of Credit and of any amendment thereto, extension thereof or event or circumstance changing the amount available for drawing thereunder. In the event of any inconsistency in between the Letter of Credit, the Bank will endeavor to obtain the consent terms of the Beneficiary and any confirming bank for an appropriate modification to the Letter of Credit; provided that the Bank shall have no liability or responsibility for its failure to obtain such consent. (d) The Applicant accepts the risk th.t the Master Letter of Credit will be int<rpreted or applied other tlmn a; irLtm1t:tl by l11e Appli<.:arJLlo l11e exteul l11e Ltftu·of 0-eJiL (i) xxxxx!.'; prt'SttJLation at a pla<.:e other than Agreement, any L/C Application and the place of issuance, (ii) permits application of laws or practice rules with V\hich the Applicant cr theBank is unfamiliar, (iii) includes ambiguous, inconsistmt cr impa;sible requinments, (iv) reCJ-Iires tennination cr reduction against a presentatim made by the Applicant rather than the Beneficiary or (v)fails to incorporateor modifies appropriate letter ofcredit practices rules. (e) The delivery terms of this Application and Agreement, the terms of this Agreement shall automatically constitute a representation and warranty by the Applicant to the Bank to the effect that on the requested date of issuance or amendment of the Letter of Credit, (i) the representatioos and warranties of the Applicant set forth inshall be true and correct as of such requested date as though made on the date thereof and (ii ) no Deposit Event, as defined in Section 3 below, shall have then occUITed and be continuing or will result from the issuance. (f) The Letter of Credit may be issued by any office of the Bank in its sole discretion within or outside the United States. 2control.

Letter of Credit Procedures. The Company or Telegraph, as the case may be, shall give notice to the Issuing Bank of the proposed issuance of each Letter of Credit on a Business Day which is at least three Business Days (aor such lesser period as to which the Issuing Bank may agree) prior to the Table of Contents proposed date of issuance of such Letter of Credit. Each such notice shall be accompanied by a Letter of Credit Application, duly executed by the Company or Telegraph, as the case may be (and if a Restricted Subsidiary is to be a co-applicant, such Restricted Subsidiary), and in all respects satisfactory to the Issuing Bank, together with such other documentation as the Issuing Bank may reasonably request in support thereof, it being understood that each Letter of Credit Application shall specify, among other things, the date on which the proposed Letter of Credit is to be issued, the amount of the Letter of Credit, the expiration date of such Letter of Credit (which shall not be later than the earlier of (x) one year from the date of issuance and (y) five Business Days prior to the Revolving Commitment Termination Date), the currency in which such Letter of Credit is to be issued and whether such Letter of Credit is to be transferable in whole or in part. Subject to the tenns and satisfaction of the conditions precedent set forth in Section 11 with respect to the issuance of this Agreementsuch Letter of Credit, the Issuing Bank may, in its sole and complete discretion, shall issue such Letter of Credit on the requested issuance date. The Company shall not be entitled to request the issuance of a Letter of Credit for the account of any Unrestricted Subsidiary, any U.K. Obligor or any Restricted Subsidiary which is not a Restricted Subsidiary Obligor and shall only be entitled to request Letters of Credit denominated in Dollars. Telegraph shall not be entitled to request the Applicant; provided that the terms and provisions issuance of the a Letter of Credit for the account of any Person other than itself or a U.K. Obligor and the Application therefor shall only be satisfactory entitled to the Bank in its discretion. (b) Not later than three Banking Days (as defined in UCP 600 and ISP 98 as applicab le, which are defined herein below) prior to the date of the proposed issuance of the Letter request Letters of Credit (or such later date as the Bank shall agree), the Applicant shall deliver this Application and Agreement for such Letter of Credit to the Bank. The Application may be sent by facsimile, by Un ited States mail, by overnight courier, by electronic transmission using the system provided by the Bank, by personal delivery or by any other means acceptable to the Bank. (c) The Applicant authorizes the Bank to set forth the tenns of the Application denominated in the Letter of Credit (and in any amendment thereto) in such language as the Bank deems appropriate, with such variations from such tenns as the Bank may in its discretion determine to be necessary (which determination shall be conclusive) and not materially inconsistent with the Application. The Bank may, but shall not be obligated to, request the Applicant to rev iew the form of the Letter of Credit prior to issuance thereof, in which case the Applicant shall be deemed to have approved the form of such Letter of Credit. Notwithstanding, the Applicant agrees that the Letter of Credit shall be conclusively presumed to be in proper form tmless the Applicant notifies the Bank in writing of any inconsistency in the Letter of Credit within three Banking Days of its issuance. Upon receipt oftimely notice of any inconsistency in the Letter of Credit, the Bank will endeavor to obtain the consent of the Beneficiary and any confirming bank for an appropriate modification to the Letter of Credit; provided that the Bank shall have no liability or responsibility for its failure to obtain such consent. (d) The Applicant accepts the risk th.t the Letter of Credit will be int<rpreted or applied other tlmn a; irLtm1t:tl by l11e Appli<.:arJLlo l11e exteul l11e Ltftu·of 0-eJiL (i) xxxxx!Sterling.'; prt'SttJLation at a pla<.:e other than the place of issuance, (ii) permits application of laws or practice rules with V\hich the Applicant cr theBank is unfamiliar, (iii) includes ambiguous, inconsistmt cr impa;sible requinments, (iv) reCJ-Iires tennination cr reduction against a presentatim made by the Applicant rather than the Beneficiary or (v)fails to incorporateor modifies appropriate letter ofcredit practices rules. (e) The delivery of this Application and Agreement shall automatically constitute a representation and warranty by the Applicant to the Bank to the effect that on the requested date of issuance or amendment of the Letter of Credit, (i) the representatioos and warranties of the Applicant set forth inshall be true and correct as of such requested date as though made on the date thereof and (ii ) no Deposit Event, as defined in Section 3 below, shall have then occUITed and be continuing or will result from the issuance. (f) The Letter of Credit may be issued by any office of the Bank in its sole discretion within or outside the United States. 2.