OF THIS STATEMENT, AND
THE APPLICANT UNDER SUCH LETTER OF CREDIT IS REQUIRED, BUT HAS FAILED, TO
PROVIDE A REPLACEMENT LETTER OF CREDIT OR OTHER COLLATERAL BEYOND SUCH
EXPIRATION DATE IN ACCORDANCE WITH, AND TO ASSURE PERFORMANCE OF, ITS
OBLIGATIONS UNDER THE MASTER PURCHASE AND SALE AGREEMENT DATED AS OF
BETWEEN ACCOUNT PARTY AND THE
BENEFICIARY OF THE LETTER OF CREDIT (AS THE SAME MAY BE AMENDED, THE "MASTER
AGREEMENT"). NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING UNDER THE MASTER
AGREEMENT WITH RESPECT TO THE BENEFICIARY. THEREFORE, THE UNDERSIGNED DOES
HEREBY DEMAND PAYMENT OF $
. PAYMENT SHOULD BE REMITTED TO
; OR
THE UNDERSIGNED IS A DULY AUTHORIZED REPRESENTATIVE OF THE BENEFICIARY, AND IS
AUTHORIZED TO EXECUTE AND DELIVER THIS CERTIFICATE TO THE BANK.
IN WITNESS WHEREOF, THE BENEFICIARY HAS EXECUTED AND DELIVERED THIS CERTIFICATE
AS OF THE
DAY OF
20
.
- 5 -
[NAME OF BENEFICIARY] BY
NAME
TITLE
- 6 -
TRANSFER LANGUAGE THAT CAN BE ADDED TO LC
[THIS LETTER OF CREDIT IS TRANSFERABLE IN ITS ENTIRETY, BUT NOT IN PART.
TRANSFER OF THE AVAILABLE BALANCE UNDER THIS LETTER OF CREDIT SHALL BE AFFECTED
BY THE PRESENTATION TO THE BANK OF THIS LETTER OF CREDIT ACCOMPANIED BY A
CERTIFICATE SUBSTANTIALLY IN THE FORM OF EXHIBIT B HERETO EXECUTED BY THE
BENEFICIARY. NOTWITHSTANDING THE FOREGOING, THIS LETTER OF CREDIT MAY NOT BE
TRANSFERRED TO ANY PERSON WITH WHOM U.S. PERSONS ARE PROHIBITED FROM DOING
BUSINESS UNDER U.S. FOREIGN ASSETS CONTROL REGULATIONS OR OTHER APPLICABLE U.S.
LAWS AND REGULATIONS.]
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EXHIBIT B
NOTICE OF TRANSFER
DATE:
UBS AG
299 PARK AVENUE
NEW YORK, NY 10178
ATTN: TRADE FINANCE SERVICES
RE: YOUR IRREVOCABLE STANDBY LETTER OF CREDIT NO.
ISSUED IN FAVOR
OF THE UNDERSIGNED (SUCH CREDIT OR ADVICE, AS AMENDED TO THIS DATE, BEING
HEREINAFTER CALLED THE "LETTER OF CREDIT").
GENTLEMEN:
PLEASE BE ADVISED THAT EFFECTIVE AS OF
(THE "EFFECTIVE
DATE"), THE UNDERSIGNED HAS TRANSFERRED ALL OF ITS RIGHTS UNDER THE LETTER OF
CREDIT TO [NAME OF TRANSFEREE] (THE "TRANSFEREE"), WHICH TRANSFEREE HAS THE
FOLLOWING ADDRESS:
FROM AND AFTER THE EFFECTIVE DATE, THE TRANSFEREE SHALL BE, AND BE DEEMED TO BE,
THE BENEFICIARY UNDER THE LETTER OF CREDIT.
WE REQUEST THAT YOU NOTIFY THE TRANSFEREE OF THE FOREGOING TRANSFER OF THE
LETTER OF CREDIT IN SUCH FORM AS YOU DEEM ADVISABLE AND OF THE TERMS AND
CONDITIONS OF THE LETTER OF CREDIT AS TRANSFERRED, WHICH SHALL BE SUBSTANTIALLY
THE SAME AS THE ORIGINAL LETTER OF CREDIT, AS SAME MAY HAVE BEEN AMENDED PRIOR
TO THE TRANSFER DATE. WE ATTACH HEREWITH THE ORIGINAL LETTER OF CREDIT AND ALL
AMENDMENTS [IF APPLICABLE].
VERY TRULY YOURS,
[BENEFICIARY]
AUTHORIZED SIGNATURE SIGNATURES AUTHENTICATED
BENEFICIARY'S BANK STAMP
- 8 -
AUTOMATIC EXTENSION LANGUAGE:
IT IS A CONDITION OF THIS LETTER OF CREDIT THAT IT SHALL BE DEEMED AUTOMATICALLY
EXTENDED WITHOUT WRITTEN AMENDMENT FOR 364 DAY PERIODS FROM THE PRESENT OR ANY
FUTURE EXPIRY DATE UNLESS AT LEAST THIRTY (30) DAYS PRIOR TO SUCH EXPIRATION
DATE, WE