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 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. 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.

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.