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Contract analysis / exhibit-d-form-of-letter-of-credit.docx
exhibit-d-form-of-letter-of-credit.docx
High · 5
Medium · 0
Standard · 6
Section 1. Establishment and Issuance
Standard
⚑ Commercial term
Section 1. Establishment and Issuance We, [Insert Full Legal Name of Issuing Bank] (the "Issuing Bank"), hereby establish this Irrevocable Standby Letter of Credit No. [Insert L/C Number] (this "Letter of Credit") in favor of [Insert Full Legal Name of Landlord] (the "Beneficiary"), at the request and for the account of [Insert Full Legal Name of Tenant] (the "Applicant"). This Letter of Credit is available for drawi
Section 2. Drawing Provisions
High
⚑ Indemnity / guarantee obligation
Section 2. Drawing Provisions The Beneficiary may draw upon this Letter of Credit, in whole or in part, from time to time, by presenting to the Issuing Bank at its office located at [Insert Full Street Address of the Issuing Bank's Branch or Office in New York City] (or at such other address as the Issuing Bank may designate by written notice to the Beneficiary) the following documents (collectively, the "Drawing Doc
Section 3. Payment Terms
Standard
⚑ Commercial term
Section 3. Payment Terms The Issuing Bank shall honor any conforming drawing within three (3) business days following the date of presentation of Drawing Documents that conform on their face to the terms and conditions of this Letter of Credit. For purposes of this Letter of Credit, a "business day" means any day other than a Saturday, Sunday, or a day on which commercial banks in New York, New York are authorized or
Section 4. Stated Amount; Burn-Down Reductions
Standard
⚑ Commercial term
Section 4. Stated Amount; Burn-Down Reductions The initial Stated Amount of this Letter of Credit is [Insert Dollar Amount in Words] United States Dollars (US$[Insert Dollar Amount in Figures]). The Stated Amount shall be automatically reduced (without the necessity of any formal amendment to this Letter of Credit), upon presentation by the Applicant to the Issuing Bank of a certificate (the "Reduction Certificate"),
Section 5. Expiration Date; Evergreen Auto-Renewal
High
⚑ Automatic / tacit renewal
Section 5. Expiration Date; Evergreen Auto-Renewal The initial expiration date of this Letter of Credit is [Insert Date — one year from the Date of Issuance, or as otherwise specified] (the "Initial Expiration Date"). Evergreen Clause. This Letter of Credit shall be deemed automatically extended, without amendment, for successive periods of one (1) year each from the Initial Expiration Date and from each subsequent e
Section 6. Transferability
High
⚑ Automatic / tacit renewal
Section 6. Transferability This Letter of Credit is transferable in its entirety (but not in part) to any transferee (the "Transferee") that is a successor landlord under the Lease or a successor-in-interest to the Beneficiary's interest in the Building located at 787 Seventh Avenue, New York, New York 10019, whether by sale, assignment, foreclosure, deed in lieu of foreclosure, or otherwise. Transfer of this Letter
Section 7. Amendments
Standard
⚑ Commercial term
Section 7. Amendments This Letter of Credit may not be amended, modified, or revoked without the prior written consent of the Beneficiary. No modification, amendment, supplement, or waiver of any provision of this Letter of Credit shall be effective unless set forth in a written instrument signed by the Issuing Bank and the Beneficiary. Notwithstanding the foregoing, any reduction in the Stated Amount effected in acc
Section 8. Independence; No Defenses
Section 8. Independence; No Defenses This Letter of Credit constitutes an independent undertaking of the Issuing Bank, separate and apart from, and in no way contingent upon or related to, any contract, agreement, transaction, or obligation between the Applicant and the Beneficiary, including, without limitation, the Lease, or between the Issuing Bank and the Applicant. The Issuing Bank's obligations hereunder are do
Section 9. Governing Rules; Applicable Law
High
⚑ Non-compete / exclusivity restraint
Section 9. Governing Rules; Applicable Law This Letter of Credit is subject to the International Standby Practices 1998 (ISP98), International Chamber of Commerce Publication No. 590 (the "ISP98 Rules"). In the event of any conflict between the terms of this Letter of Credit and the ISP98 Rules, the terms of this Letter of Credit shall control. To the extent not inconsistent with the ISP98 Rules, this Letter of Credi
Section 10. Communications and Notices
Standard
⚑ Commercial term
Section 10. Communications and Notices All communications, notices, draws, and other correspondence with respect to this Letter of Credit shall be addressed as follows: If to the Issuing Bank: [Insert Full Legal Name of Issuing Bank] [Insert Street Address] [Insert City, State, Zip Code] Attention: [Insert Department / Contact Name] Telephone: [Insert Telephone Number] Facsimile: [Insert Facsimile Number] Email: [Ins
1. The conditions for reduction of the Stated Amount of the Letter of Credit have been sa
Standard
⚑ Commercial term
1. The conditions for reduction of the Stated Amount of the Letter of Credit have been satisfied in accordance with the terms and conditions of the Agreement of Lease dated as of July 13, 2023, by and between the Beneficiary, as landlord, and the Applicant, as tenant (the "Lease"), and the Burn-Down Schedule set forth in Section 4 of the Letter of Credit.
2. As of the date hereof, no uncured default by the Applicant exists under the Lease, and
2. As of the date hereof, no uncured default by the Applicant exists under the Lease, and no event has occurred which, with the giving of notice or the passage of time, or both, would constitute a default by the Applicant under the Lease.
3. The Stated Amount of the Letter of Credit is hereby reduced, effective as of [Insert E
High
⚑ Automatic / tacit renewal
3. The Stated Amount of the Letter of Credit is hereby reduced, effective as of [Insert Effective Date of Reduction], from [Insert Current Stated Amount in Words] United States Dollars (US$[Insert Current Stated Amount in Figures]) to [Insert New Stated Amount in Words] United States Dollars (US$[Insert New Stated Amount in Figures]). The Issuing Bank is hereby authorized and directed to note such reduction on the Le