Common use of Letter of Credit Procedures Clause in Contracts

Letter of Credit Procedures. (a) Subject to Section 2.1, each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to (x) the Fronting Bank, in the case of Fronted Letters of Credit and (y) the LC Administrator, in the case of Several Letters of Credit (with a copy in each case to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by an Executive Officer of the Borrower. Such Letter of Credit Application must be received by the Applicable Issuing Party and the Administrative Agent not later than 9:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and the Applicable Issuing Party may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the 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 Applicable Issuing Party: (A) the name of the account party which, subject to Section 5.8, shall be (i) the Borrower, (ii) an Insurance Subsidiary designated by the Borrower or (iii) subject to the Non-Insurance Subsidiary Letter of Credit Sublimit, a Subsidiary which is not an Insurance Subsidiary, (B) the proposed issuance date of 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 drawing 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 Letter of Credit is to be transferable in whole or in part; (J) whether such Letter of Credit shall be an be an Auto-Extension Letter of Credit; (K) whether such Letter of Credit is to be a Fronted Letter of Credit or a Syndicated Letter of Credit (it being agreed that all Letters of Credit issued in an Alternative Currency shall be Fronted Letters of Credit); (L) whether such Letter of Credit shall be issued under the rules of the ISP or the UCP; and (M) such other matters as the Applicable Issuing Party may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Applicable Issuing Party (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the Applicable Issuing Party may require. Additionally, the Borrower shall furnish to the Applicable Issuing Party and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as the Applicable Issuing Party or the Administrative Agent may reasonably require. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving and accordingly the Borrower may during the Availability Period obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letter of Credit Procedures. (a) Subject to Section 2.1, each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to (x) the Fronting Bank, in the case of Fronted Letters of Credit and (y) the LC Administrator, in the case of Several Letters of Credit (with a copy in each case to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by an Executive Officer of the Borrower. Such Letter of Credit Application must be received by the Applicable Issuing Party and the Administrative Agent not later than 9:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and the Applicable Issuing Party may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the 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 Applicable Issuing Party: (A) the name of the account party which, subject to Section 5.8, shall be (i) the Borrower, (ii) an Insurance Subsidiary designated by the Borrower or (iii) subject to the Non-Insurance Subsidiary Letter of Credit Sublimit, a Subsidiary which is not an Insurance Subsidiary, (B) the proposed issuance date of 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 drawing 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 Letter of Credit is to be transferable in whole or in part; (J) whether such Letter of Credit shall be an be an Auto-Extension Letter of Credit; (K) whether such Letter of Credit is to be a Fronted Letter of Credit or a Syndicated Several Letter of Credit (it being agreed that all Letters of Credit issued in an Alternative Currency shall be Fronted Letters of Credit); (L) whether such Letter of Credit shall be issued under the rules of the ISP or the UCP; and (M) such other matters as the Applicable Issuing Party may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Applicable Issuing Party (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the Applicable Issuing Party may require. Additionally, the Borrower shall furnish to the Applicable Issuing Party and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as the Applicable Issuing Party or the Administrative Agent may reasonably require. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving and accordingly the Borrower may during the Availability Period obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.

Letter of Credit Procedures. (a) Subject to Section 2.1, each Letter of Credit shall be issued The Company or amendedthe U.K. Borrower, as the case may be, upon shall give notice to the request Issuing Bank of the Borrower delivered to (x) the Fronting Bank, in the case proposed issuance of Fronted Letters each Letter of Credit and on a Business Day which is at least three Business Days (yor such lesser period as to which the Issuing Bank may agree) the LC Administrator, in the case of Several Letters of Credit (with a copy in each case prior to the Administrative Agent) in the form proposed date of issuance of such Letter of Credit. Each such notice shall be accompanied by a Letter of Credit Application, appropriately completed and signed by an Executive Officer of the Borrower. Such Letter of Credit Application must be received duly executed by the Applicable Issuing Party and Company or the Administrative Agent not later than 9:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and the Applicable Issuing Party may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendmentU.K. Borrower, as the case may be. In be (and if a Restricted Subsidiary in the case of Financial Group is to be a request for an initial issuance of a Letter of Creditco-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 in form and detail reasonably satisfactory to specify, among other things, the Applicable Issuing Party: (A) date on which the name of the account party which, subject to Section 5.8, shall be (i) the Borrower, (ii) an Insurance Subsidiary designated by the Borrower or (iii) subject to the Non-Insurance Subsidiary proposed Letter of Credit Sublimitis to be issued, a Subsidiary which is not an Insurance Subsidiarythe amount of the Letter of Credit, (B) the proposed issuance expiration date of the requested such Letter of Credit (which shall not be a Business Day); (C) the amount and currency thereof; (D) the expiry date thereof (which shall be later than the earlier of the date which is twelve months (x) one year from the date of issuance or and (y) five Business Days prior to the LC Expiration DateCommitment Termination Date (provided that the FDTH Loan Note Guaranty expiry date may be February 1, 2002 which date may not be extended); (E) the name and address of the beneficiary thereof; (F) the documents to be presented by such beneficiary in case of any drawing 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 Letter of Credit is to be transferable in whole or in part; (J) whether . Subject to the satisfaction of the conditions precedent set forth in Section 11 with respect to the issuance of such Letter of Credit, the Issuing Bank shall issue such Letter of Credit on the requested issuance date. The Company shall not be an be an Auto-Extension Letter entitled to request the issuance of Credit; (K) whether such a Letter of Credit for the account of any Unrestricted Subsidiary, any U.K. Obligor or any Restricted Subsidiary which is not an Obligor and shall only be entitled to request Letters of Credit denominated in Dollars. The U.K. Borrower shall not be entitled to request the issuance of a Fronted Letter of Credit for the account of any Person other than itself or a Syndicated Letter of Credit (it being agreed that all U.K. Obligor and shall only be entitled to request Letters of Credit issued denominated in an Alternative Currency shall be Fronted Letters of Credit); (L) whether such Letter of Credit shall be issued under the rules of the ISP or the UCP; and (M) such other matters as the Applicable Issuing Party may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to the Applicable Issuing Party (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the Applicable Issuing Party may require. Additionally, the Borrower shall furnish to the Applicable Issuing Party and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, as the Applicable Issuing Party or the Administrative Agent may reasonably require. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving and accordingly the Borrower may during the Availability Period obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedSterling.

Letter of Credit Procedures. (a) Subject The Borrower may (on behalf of itself or, to Section 2.1the extent permitted by the Receivables Sale Agreement, each any member of the Parent Group) request any LC Lender, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., New York time, to issue a Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrower delivered to (x) the Fronting Bank, in the case of Fronted Letters of Credit and (y) the LC Administrator, in the case of Several Letters of Credit (with a copy in each case by delivering to the Administrative Agent) in , the LC Lender’s form of a Letter of Credit Application (the “Letter of Credit Application”), appropriately completed and signed by an Executive Officer of substantially in the Borrower. Such Letter of Credit Application must be received form agreed upon by the Applicable Issuing Party and applicable parties (including the Administrative Agent not later than 9:00 a.m. at least two Business Days (or such later date and time as Agent) completed to the satisfaction of the Administrative Agent and the Applicable Issuing Party LC Lender; and, such other certificates, documents and other papers and information as the Administrative Agent may reasonably request. Any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of the Borrower and the applicable LC Lender have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such LC Lender nor the Borrower shall permit any such renewal to extend such expiration date beyond the Final Advance Date. The Borrower shall have the right to give instructions and make agreements with respect any Letter of Credit Application and the disposition of documents related thereto or to any Letter of Credit and, in accordance with subsection (b) below, to agree in a particular instance in their sole discretionto any amendment, extension or renewal of any Letter of Credit. Notwithstanding the foregoing, no Letter of Credit may be amended, extended or renewed (1) without the prior written consent of the applicable LC Lender and the LC Lender’s prior written notice to the proposed issuance date or date Administrative Agent and (2) unless the resulting Letter of amendmentCredit could be issued as a new Letter of Credit in accordance with, as and subject to, the case may beterms and conditions herein. In Notwithstanding anything to the case of a request for an initial issuance of contrary herein, (i) in the event any LC Lender party hereto (the “Requested LC Lender”) is requested to issue a Letter of Credit, such Letter Requested LC Lender may cause another LC Lender (including any LC Lender not a party to this Agreement) to issue all or a portion of Credit Application shall specify in form and detail reasonably satisfactory to the Applicable Issuing Party: (A) the name of the account party which, subject to Section 5.8, shall be (i) the Borrower, (ii) an Insurance Subsidiary designated by the Borrower or (iii) subject to the Non-Insurance Subsidiary Letter of Credit Sublimit, a Subsidiary which is not an Insurance Subsidiary, (B) the proposed issuance date of 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 drawing 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 Letter of Credit and (ii) any such Letter of Credit issued by a non-Requested LC Lender shall be deemed to fully and completely satisfy the applicable Requested LC Lender’s obligations with respect to such request hereunder. For purposes of this Agreement, in the event that any such Letter of Credit shall have been issued by an LC Lender that is not party to be transferable in whole or in part; (J) whether this Agreement, such Letter of Credit shall be deemed to have been issued by the Requested LC Lender. Notwithstanding anything else to the contrary herein, if an LC Lender believes in good faith and within its commercially reasonable credit judgment that one or more Lenders is, are or will be a Non-Funding Lender (an Auto-Extension Letter of Credit; (K) whether such “Impacted Lender”), the LC Lender may, in its sole discretion after consultation with the Borrower and the Servicer, elect not to issue any Letter of Credit is unless (w) each Impacted Lender has been replaced, (x) there has been provided Adequate Security for the obligations of each such Impacted Lender to be a Fronted Letter of Credit make Participation Advances or a Syndicated Letter of Credit (it being agreed that all Letters of Credit issued in an Alternative Currency shall be Fronted Letters of Credit); (Ly) whether such Letter of Credit shall be issued under the rules Revolving Commitments of the ISP or the UCP; and (M) such other matters as the Applicable Issuing Party may require. In the case of a request for Lenders have been increased by an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory amount sufficient to the Applicable Issuing Party (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the Applicable Issuing Party may require. Additionally, the Borrower shall furnish to the Applicable Issuing Party and satisfy the Administrative Agent such other documents that all future Participation Advances will be covered by all Lenders that are not Impacted Lenders. For the avoidance of doubt, all written consents and information pertaining to such requested Letter of Credit issuance or amendment, as the Applicable Issuing Party or the Administrative Agent notices required under this Section 2.18 may reasonably require. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving and accordingly the Borrower may during the Availability Period obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursedprovided via email communications.