Common use of Letter of Credit Procedures Clause in Contracts

Letter of Credit Procedures. 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. Subject (a) 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 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 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 the issuance of such Letter of Credit have not been satisfied, such Issuing Lender shall issue such Letter of Credit on the 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 between the terms of any Master Letter of Credit Agreement, any L/C Application and the terms of this Agreement, the terms of this Agreement shall control. 50 (b) Participations in Letters of Credit. Concurrently with the issuance of each Letter of Credit, the applicable Issuing Lender shall be deemed to have sold and transferred to each Lender with a Revolving Loan Commitment, and each such Lender shall be deemed irrevocably and unconditionally to have purchased and received from such Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Xxxxxx’s Pro Rata Share, in such Letter of Credit and Xxxxxxxx’s reimbursement obligations with respect thereto. If Borrower does not pay any reimbursement obligation when due, Borrower shall be deemed to have immediately requested that the Lenders make a Revolving Loan which is a Base Rate Loan in a principal amount equal to such reimbursement obligations. Agent shall promptly notify such Lenders of such deemed request and, without the necessity of compliance with the requirements of Section 2.2(b), Section 12.2 or otherwise such Lender shall make available to Agent its Pro Rata Share of such Loan. The proceeds of such Loan shall be paid over by Agent to the applicable Issuing Lender for the account of Borrower in satisfaction of such reimbursement obligations. For the purposes of this Agreement, the unparticipated portion of each Letter of Credit shall be conclusively presumed deemed to be in proper form tmless the Applicant notifies the Bank in writing applicable Issuing Lender’s “participation” therein. Each Issuing Lender hereby agrees, upon request of Agent or any inconsistency in the Letter Lender, to deliver to Agent or such Lender a list of all outstanding Letters 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 such Xxxxxxx Xxxxxx, together with such information related thereto as Agent or outside the United States. 2such Lender may reasonably request.

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.