STAMFORD BRANCH, HAVE THE OPTION TO SEND TO THE BENEFICIARY A
NON-INCREASE NOTICE, SUBSTANTIALLY IN THE FORM OF SCHEDULE A HERETO, WHICH THEN
MAINTAINS THE THEN-CURRENT SCHEDULED LETTER OF CREDIT AMOUNT.
SUCH NOTICE SHALL
BE SENT BY REGISTERED MAIL, REPUTABLE COURIER OR HAND DELIVERY AT LEAST FIVE
(5) CALENDAR DAYS PRIOR TO THE END OF THE PERIOD FOR THE THEN-CURRENT SCHEDULED
LETTER OF CREDIT AMOUNT.
WE HEREBY UNDERTAKE TO PROMPTLY HONOR YOUR SIGHT DRAFT(S) DRAWN ON
US, INDICATING OUR LETTER OF CREDIT NO. [·], FOR ALL OR ANY PART OF THIS CREDIT
UPON PRESENTATION OF (A) YOUR SIGHT DRAFT(S) DRAWN ON US AND (B) A DRAW
CERTIFICATION NOTICE BY WEST COAST LIFE INSURANCE COMPANY IN THE FORM OF
SCHEDULE B HERETO, WHICH MUST BE COMPLETED, ESPECIALLY PARAGRAPH H THEREOF, AS
APPROPRIATE, DATED THE DATE OF SUCH SIGHT DRAFT, IN EACH CASE AT OUR OFFICE
SPECIFIED IN PARAGRAPH ONE ABOVE ON OR BEFORE THE EXPIRY DATE HEREOF.
IF THE
APPLICABLE EXPIRY DATE IS NOT A BUSINESS DAY, DRAWING MAY BE MADE NOT LATER THAN
THE NEXT IMMEDIATELY FOLLOWING BUSINESS DAY.
ONLY THE BENEFICIARY MAY MAKE
DRAWINGS UNDER THIS LETTER OF CREDIT AND ALL SIGHT DRAFTS MUST BE MARKED: "DRAWN
UNDER UBS AG, STAMFORD BRANCH, LETTER OF CREDIT NO. [·]".
OTHER THAN YOUR SIGHT
DRAFT(S) AND THE DRAW CERTIFICATION NOTICE(S) BY WEST COAST LIFE INSURANCE
COMPANY, NO OTHER DOCUMENT(S) NEED BE PRESENTED BY THE BENEFICIARY.
EXCEPT AS EXPRESSLY STATED HEREIN, THIS UNDERTAKING IS NOT SUBJECT TO ANY
AGREEMENT, REQUIREMENT OR QUALIFICATION. THE OBLIGATION OF UBS AG, STAMFORD
BRANCH UNDER THIS LETTER OF CREDIT IS THE INDIVIDUAL OBLIGATION OF UBS AG,
STAMFORD BRANCH, AND IS IN NO WAY CONTINGENT UPON REIMBURSEMENT WITH RESPECT
THERETO OR UPON OUR ABILITY TO PERFECT A LIEN, SECURITY OR ANY OTHER
REIMBURSEMENT.
THIS LETTER OF CREDIT SETS FORTH IN FULL THE TERMS OF OUR UNDERTAKING, AND THIS
UNDERTAKING SHALL NOT IN ANY WAY BE MODIFIED, AMENDED, AMPLIFIED OR LIMITED BY
REFERENCE TO ANY DOCUMENT, INSTRUMENT OR AGREEMENT REFERRED TO HEREIN OR IN
WHICH THIS LETTER OF CREDIT IS REFERRED TO OR TO WHICH THIS LETTER OF CREDIT
RELATES,
Exhibit D - 2
AND ANY SUCH REFERENCE SHALL NOT BE DEEMED TO INCORPORATE HEREIN BY REFERENCE
ANY DOCUMENT, INSTRUMENT OR AGREEMENT.
WE UNDERTAKE TO HONOR ANY SIGHT DRAFT(S) PRESENTED UNDER THIS LETTER OF CREDIT,
PROVIDED SUCH DRAFT(S) AND ACCOMPANYING DRAW CERTIFICATION NOTICE(S) CONFORM TO
THE TERMS AND CONDITIONS HEREOF.
THIS LETTER OF CREDIT IS SUBJECT TO AND GOVERNED BY THE
UNIFORM CUSTOMS AND
PRACTICE FOR DOCUMENTARY CREDIT (2007 REVISION), INTERNATIONAL CHAMBER OF
COMMERCE, PUBLICATION NO. 600 ("UCP") AS INTERPRETED UNDER THE LAWS OF THE STATE
OF NEW YORK; PROVIDED, HOWEVER, THAT NOTWITHSTANDING THE PROVISIONS OF
ARTICLE 36 OF THE UCP, IF THIS LETTER OF CREDIT EXPIRES DURING AN INTERRUPTION
OF BUSINESS (AS DESCRIBED IN ARTICLE 36 OF THE UCP), UBS AG, STAMFORD BRANCH
AGREES TO EFFECT PAYMENT UNDER THIS LETTER OF CREDIT IF A DRAWING WHICH STRICTLY
CONFORMS TO THE TERMS AND CONDITIONS OF THIS LETTER OF CREDIT