Common use of Issuance Procedures Clause in Contracts

Issuance Procedures. (a) Each Letter of Credit shall be issued upon the request of the Company on behalf of any Borrower, received by the Issuing Bank (with a copy to the Agent) not later than 3:00 p.m. three Business Days prior to the requested date of issuance. Upon receipt of such request, the Issuing Bank will request the Agent to determine that after giving effect to the issuance of the Letter of Credit so requested, the Aggregate Exposure will not exceed the Total Commitment, and Borrowing Base Exposure will not exceed the Net Borrowing Base, and the Agent will promptly notify the Issuing Bank of such determination. The Agent will promptly notify each Bank of each request for issuance of a Letter of Credit. (b) Each request for issuance of a Letter of Credit shall be made in writing to the Agent and the Issuing Bank by telecopier and confirmed by delivery (not more than one Business Day thereafter) of a Letter of Credit Application and Agreement, in the case of a Standby LC, in the form of Exhibit G-1, and, in the case of a Commercial LC, in the form of Exhibit G-2 (each, an "LC Application"). Each request for issuance of a Letter of Credit shall specify, among other things: (i) the proposed date of issuance (which shall be a Business Day); (ii) the Person on whose behalf the Letter of Credit is to be issued; (iii) the face amount of the Letter of Credit; (iv) the date of expiration of the Letter of Credit; (v) the name and address of the beneficiary thereof; (vi) the documents to be presented by the beneficiary of the Letter of Credit in case of any drawing thereunder; (vii) the full text of any certificate to be presented by the beneficiary in case of any drawing thereunder; (viii) other proposed terms of such Letter of Credit; (ix) the nature of the transaction proposed to be supported by such Letter of Credit; and (x) whether such Letter of Credit is a Performance SBLC, a Financial SBLC or a Commercial LC. The Company shall furnish such additional information regarding such transaction as the Agent or the Issuing Bank may reasonably request in writing. (c) The Issuing Bank shall notify the Agent of each issuance of a Letter of Credit on the date such Letter of Credit is issued and on the date of such issuance inform the Agent by telecopier of the type, amount and expiration date of such Letter of Credit. The Agent shall promptly notify the Banks of each issuance of a Letter of Credit by the Issuing Bank. (d) Any request for an amendment to any previously issued Letter of Credit shall (i) be received by the Agent and the Issuing Bank not later than 3:00 p.m. two Business Days prior to the date of the proposed amendment in writing by telecopier, (ii) shall be signed by the Company on behalf of the Borrower for whose account such Letter of Credit was issued, and (iii) if a request for an extension, request a new expiry date not later than five (5) Business Days prior to the Maturity Date. The Issuing Bank shall notify the Agent by telecopier of each amendment made to any Letter of Credit on the date of such amendment, and the Agent shall notify the Banks thereof. The Issuing Bank shall promptly notify the Company if for any reason the Issuing Bank does not intend to execute the requested amendment on or before the date specified in the Company's written request and shall specify the reasons therefore. (e) Notwithstanding any provision of any LC Application to the contrary, in the event of any conflict between the terms of any such LC Application and the terms of this Agreement, the terms of this Agreement shall control with respect to provisions relating to events of default, representations and warranties, and covenants in the respective documents, except that such LC Application may provide for further warranties relating specifically to the transaction or affairs underlying such Letter of Credit. (f) Each Commercial LC shall be subject to the UCP and, to the extent not inconsistent therewith, the laws of the State of New York. Each Standby LC shall be subject to the UCP or the ISP 98 and, to the extent not inconsistent therewith, the laws of the State of New York.

Issuance Procedures. (a) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company on behalf Borrower delivered to (x) the Fronting Bank, in the case of any BorrowerFronted Letters of Credit and (y) the LC Administrator, received by in the Issuing Bank case of Several Letters of Credit (with a copy in each case to the Administrative Agent) by hard copy or electronically in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by the Applicable Issuing Party and the Administrative Agent (i) not later than 3:00 p.m. 11:00 a.m. at least two Business Days prior to the proposed issuance date or date of amendment, as the case may be, of any Fronted Letter of Credit denominated in Dollars, (ii) not later than 11:00 a.m. at least three Business Days prior to the requested proposed issuance date or date of issuance. Upon receipt amendment, as the case may be, of such request, the Issuing Bank will request the Agent to determine that after giving effect to the issuance of the any Several Letter of Credit so requested, the Aggregate Exposure will not exceed the Total Commitmentdenominated in Dollars, and Borrowing Base Exposure will (iii) not exceed later than 11:00 a.m. at least four Business Days prior to the Net Borrowing Baseproposed issuance date or date of amendment, as the case may be, of any Letter of Credit denominated in an Alternative Currency; or in each case such earlier date and time as the Administrative Agent and the Agent will promptly notify Applicable Issuing Party may agree in a particular instance in their sole discretion. In the Issuing Bank case of such determination. The Agent will promptly notify each Bank of each a request for an initial issuance of a Letter of Credit. (b) Each request for issuance of a Letter of Credit shall be made in writing to the Agent and the Issuing Bank by telecopier and confirmed by delivery (not more than one Business Day thereafter) of a , such Letter of Credit Application shall specify in form and Agreement, in detail satisfactory to the case Applicable Issuing Party: (A) the proposed issuance date of a Standby LC, in the form of Exhibit G-1, and, in the case of a Commercial LC, in the form of Exhibit G-2 (each, an "LC Application"). Each request for issuance of a requested Letter of Credit shall specify, among other things: (i) the proposed date of issuance (which shall be a Business Day); (iiB) the Person on whose behalf the Letter of Credit is to be issuedamount and currency thereof; (iiiC) the face amount of the Letter of Creditexpiry date thereof; (iv) the date of expiration of the Letter of Credit; (vD) the name and address of the beneficiary thereofthereof (which shall not be Lloyd’s); (viE) the documents to be presented by the such beneficiary of the Letter of Credit in case of any drawing thereunder; (viiF) the full text of any certificate to be presented by the such beneficiary in case of any drawing thereunder; (viii) other proposed terms of such Letter of Credit; (ix) the nature of the transaction proposed to be supported by such Letter of Credit; and (xG) whether such Letter of Credit is to be issued as a Performance SBLC, a Financial SBLC Fronted Letter of Credit or a Commercial LCSeveral Letter of Credit (it being agreed that (x) all Letters of Credit denominated in Canadian Dollars will be Fronted Letters of Credit and (y) in the event a Lender advises the Administrative Agent and the LC Administrator that such Lender is unable (due to regulatory restrictions or other legal impediments) to issue a Several Letter of Credit because of its relationship to the beneficiary, such Lender shall be a Participating Bank in such Several Letter of Credit); and (H) such other matters as the Applicable Issuing Party may require. The Company 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 (w) the Letter of Credit to be amended; (x) the proposed date of amendment thereof (which shall be a Business Day); (y) the nature of the proposed amendment; and (z) 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 additional other documents and information regarding pertaining to such transaction requested Letter of Credit issuance or amendment as the Applicable Issuing Party or the Administrative Agent may require. (b) Promptly after receipt of any Letter of Credit Application, the Applicable Issuing Party will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the Applicable Issuing Party will provide the Administrative Agent with a copy thereof. Unless the Applicable Issuing Party has received written notice from any Lender, the Fronting Bank, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in §10 shall not then be satisfied, then, subject to the terms and conditions hereof, the Applicable Issuing Bank Party, shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may reasonably request be, in writingeach case in accordance with its usual and customary business practices. (c) The Issuing LC Administrator is hereby authorized to execute and deliver each Several Letter of Credit and each amendment to a Several Letter of Credit on behalf of each Lender provided that, upon request of the Borrower, such Several Letter of Credit or amendment will be executed by each Lender. The LC Administrator shall use the Commitment Percentage of each Lender as its “Commitment Share” under each Several Letter of Credit provided that the Fronting Bank shall notify be severally (and not jointly) liable for an amount equal to its Commitment Percentage plus the Agent Commitment Percentage of each issuance Participating Bank. The LC Administrator shall not amend any Several Letter of Credit to change the “Commitment Shares” of an Issuer or add or delete an Issuer liable thereunder unless such amendment is done in connection with an assignment, a change in the Lenders and/or the Commitment Percentages as a result of any increase in the Total Commitment pursuant to § 2.1.2 or any other addition or replacement of a Lender in accordance with the terms of this Reimbursement and Pledge Agreement. The status of a Lender as a Participating Bank at any time shall be determined solely by the Fronting Bank and such Lender. In the event a Lender becomes a Participating Bank or ceases to be a Participating Bank, the LC Administrator is authorized to amend each Several Letter of Credit to reflect such change in status and fees owed by the Borrower with respect to any Participating Bank to the Fronting Bank pursuant to the Fee Letter shall accrue only during such period as such Lender is a Participating Bank with respect to any such Several Letter of Credit. Each Lender hereby irrevocably constitutes and appoints the LC Administrator its true and lawful attorney-in-fact for and on behalf of such Lender with full power of substitution and revocation in its own name or in the name of the LC Administrator to issue, execute and deliver, as the case may be, each Several Letter of Credit and each amendment to a Several Letter of Credit and to carry out the purposes of this Reimbursement and Pledge Agreement with respect to Several Letters of Credit. (d) If the Borrower so requests in any applicable Letter of Credit Application, the Applicable Issuing Party may, in its sole and absolute discretion, agree to issue a Letter of Credit on that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Applicable Issuing Party, to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued and on issued. Unless otherwise directed by the date Applicable Issuing Party, the Borrower shall not be required to make a specific request to the Applicable Issuing Party for any such extension. Once an Auto-Extension Letter of such issuance inform Credit has been issued, the Agent by telecopier of Lenders shall be deemed to have authorized (but may not require) the type, amount and expiration date Applicable Issuing Party to permit the extension of such Letter of Credit. The Agent shall promptly notify the Banks of each issuance of a Letter of Credit by the Issuing Bank. (d) Any request for at any time to an amendment to any previously issued Letter of Credit shall (i) be received by the Agent and the Issuing Bank not later than 3:00 p.m. two Business Days prior to the date of the proposed amendment in writing by telecopier, (ii) shall be signed by the Company on behalf of the Borrower for whose account such Letter of Credit was issued, and (iii) if a request for an extension, request a new expiry date not later than five one year after the Commitment Termination Date; provided, however, that the Applicable Issuing Party shall not permit any such extension if (5A) Business Days prior the Applicable Issuing Party has determined that it would not be permitted, or would have no obligation, at such time to the Maturity Date. The Issuing Bank shall notify the Agent by telecopier of each amendment made to any issue such Letter of Credit on in its revised form (as extended) under the date terms hereof (by reason of such amendmentthe provisions of §2.2.2 or otherwise), and the Agent shall notify the Banks thereof. The Issuing Bank shall promptly notify the Company if for any reason the Issuing Bank does not intend to execute the requested amendment or (B) it has received notice (which may be by telephone or in writing) on or before the date day that is five Business Days before the Non-Extension Notice Date from the Administrative Agent, the Fronting Bank, any Lender or the Borrower that one or more of the applicable conditions specified in §10 is not then satisfied, and in each such case directing the Company's written request and shall specify the reasons thereforeApplicable Issuing Party not to permit such extension. (e) Notwithstanding any provision Promptly after its delivery of any LC Application Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the contrarybeneficiary thereof, in the event of any conflict between Applicable Issuing Party will also deliver to the terms of any such LC Application Borrower and the terms Administrative Agent a true and complete copy of this Agreement, the terms of this Agreement shall control with respect to provisions relating to events of default, representations and warranties, and covenants in the respective documents, except that such LC Application may provide for further warranties relating specifically to the transaction or affairs underlying such Letter of Credit. (f) Each Commercial LC shall be subject to the UCP and, to the extent not inconsistent therewith, the laws of the State of New York. Each Standby LC shall be subject to the UCP Credit or the ISP 98 and, to the extent not inconsistent therewith, the laws of the State of New York.amendment

Issuance Procedures. (a) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company on behalf of any Borrower, received by the Mont Re delivered to an Issuing Bank (with a copy to the Administrative Agent) by hard copy or electronically in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of Mont Re. Such Letter of Credit Application must be received by an Issuing Bank and the Administrative Agent (i) not later than 3:00 p.m. three 11:00 a.m. at least two Business Days prior to the requested proposed issuance date or date of issuance. Upon receipt amendment, as the case may be, of such request, the Issuing Bank will request the Agent to determine that after giving effect to the issuance of the any Letter of Credit so requested, the Aggregate Exposure will not exceed the Total Commitmentdenominated in Dollars, and Borrowing Base Exposure will (ii) not exceed later than 11:00 a.m. at least four Business Days prior to the Net Borrowing Baseproposed issuance date or date of amendment, as the case may be, of any Letter of Credit denominated in an Alternative Currency; or in each case such earlier date and time as the Administrative Agent will promptly notify the and such Issuing Bank may agree in a particular instance in their sole discretion. In the case of such determination. The Agent will promptly notify each Bank of each a request for an initial issuance of a Letter of Credit. (b) Each request for issuance of a Letter of Credit shall be made in writing to the Agent and the Issuing Bank by telecopier and confirmed by delivery (not more than one Business Day thereafter) of a , such Letter of Credit Application shall specify in form and Agreement, in detail satisfactory to such Issuing Bank: (A) the case proposed issuance date of a Standby LC, in the form of Exhibit G-1, and, in the case of a Commercial LC, in the form of Exhibit G-2 (each, an "LC Application"). Each request for issuance of a requested Letter of Credit shall specify, among other things: (i) the proposed date of issuance (which shall be a Business Day); (iiB) the Person on whose behalf the Letter of Credit is to be issuedamount and currency thereof; (iiiC) the face amount of the Letter of Creditexpiry date thereof; (iv) the date of expiration of the Letter of Credit; (vD) the name and address of the beneficiary thereof; (viE) the documents to be presented by the such beneficiary of the Letter of Credit in case of any drawing thereunder; (viiF) the full text of any certificate to be presented by the such beneficiary in case of any drawing thereunder; (viii) other proposed terms of such Letter of Credit; (ix) the nature of the transaction proposed to be supported by such Letter of Credit; and (xG) whether such Letter of Credit is a Performance SBLC, a Financial SBLC Tranche A Letter of Credit or a Commercial LCTranche B Letter of Credit; and (H) such other matters as such Issuing Bank may require. The Company 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 such Issuing Bank (w) the Letter of Credit to be amended; (x) the proposed date of amendment thereof (which shall be a Business Day); (y) the nature of the proposed amendment; and (z) such other matters as such Issuing Bank may require. Additionally, Mont Re shall furnish such additional information regarding such transaction as the Agent or to the Issuing Bank and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment as the Issuing Bank or the Administrative Agent may reasonably request require. (b) Promptly after receipt of any Letter of Credit Application, the applicable Issuing Bank will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from Mont Re and, if not, such Issuing Bank will provide the Administrative Agent with a copy thereof. Unless such Issuing Bank has received written notice from any Lender, the Administrative Agent or Mont Re, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in §10 shall not then be satisfied, then, subject to the terms and conditions hereof, such Issuing Bank shall, on the requested date, issue a Letter of Credit for the account of Mont Re or enter into the applicable amendment, as the case may be, in each case in accordance with such Issuing Bank’s usual and customary business practices. (c) The If Mont Re so requests in any applicable Letter of Credit Application, the applicable Issuing Bank shall notify the Agent of each issuance of may, in its sole and absolute discretion, agree to issue a Letter of Credit on (other than a Letter of Credit issued to Lloyd’s) that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued and on issued. Unless otherwise directed by such Issuing Bank, Mont Re shall not be required to make a specific request to the date Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) such issuance inform Issuing Bank to permit the Agent by telecopier of the type, amount and expiration date extension of such Letter of Credit. The Agent Credit at any time to an expiry date not later than one year after the applicable Commitment Termination Date; provided, however, that such Issuing Bank shall promptly notify the Banks of each issuance of a not permit any such extension if (A) such Issuing Bank has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of §2.2.2 or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is five Business Days before the Non-Extension Notice Date from the Administrative Agent, any Lender or Mont Re that one or more of the applicable conditions specified in §10 is not then satisfied, and in each such case directing the Issuing BankBank not to permit such extension. (d) Any request for an amendment to Promptly after its delivery of any previously issued Letter of Credit shall (i) be received by or any amendment to a Letter of Credit to an advising bank with respect thereto or to the Agent beneficiary thereof, such Issuing Bank will also deliver to Mont Re and the Issuing Bank not later than 3:00 p.m. two Business Days prior to the date Administrative Agent a true and complete copy of the proposed amendment in writing by telecopier, (ii) shall be signed by the Company on behalf of the Borrower for whose account such Letter of Credit was issued, and (iii) if a request for an extension, request a new expiry date not later than five (5) Business Days prior to the Maturity Date. The Issuing Bank shall notify the Agent by telecopier of each amendment made to any Letter of Credit on the date of such or amendment, and the Agent shall notify the Banks thereof. The Issuing Bank shall promptly notify the Company if for any reason the Issuing Bank does not intend to execute the requested amendment on or before the date specified in the Company's written request and shall specify the reasons therefore. (e) Notwithstanding any provision of any LC Application to the contrary, in the event of any conflict between the terms of any such LC Application and the terms of this Agreement, the terms of this Agreement shall control with respect to provisions relating to events of default, representations and warranties, and covenants in the respective documents, except that such LC Application may provide for further warranties relating specifically to the transaction or affairs underlying such Letter of Credit. (f) Each Commercial LC shall be subject to the UCP and, to the extent not inconsistent therewith, the laws of the State of New York. Each Standby LC shall be subject to the UCP or the ISP 98 and, to the extent not inconsistent therewith, the laws of the State of New York.

Issuance Procedures. (a) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company on behalf Borrower delivered to (x) the Fronting Bank, in the case of any BorrowerFronted Letters of Credit and (y) the LC Administrator, received by in the Issuing Bank case of Several Letters of Credit (with a copy in each case to the Administrative Agent) by hard copy or electronically in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by the Applicable Issuing Party and the Administrative Agent (i) not later than 3:00 p.m. 11:00 a.m. at least two Business Days prior to the proposed issuance date or date of amendment, as the case may be, of any Fronted Letter of Credit denominated in Dollars, (ii) not later than 11:00 a.m. at least three Business Days prior to the requested proposed issuance date or date of issuance. Upon receipt amendment, as the case may be, of such request, the Issuing Bank will request the Agent to determine that after giving effect to the issuance of the any Several Letter of Credit so requested, the Aggregate Exposure will not exceed the Total Commitmentdenominated in Dollars, and Borrowing Base Exposure will (iii) not exceed later than 11:00 a.m. at least four Business Days prior to the Net Borrowing Baseproposed issuance date or date of amendment, as the case may be, of any Letter of Credit denominated in an Alternative Currency; or in each case such earlier date and time as the Administrative Agent and the Agent will promptly notify Applicable Issuing Party may agree in a particular instance in their sole discretion. In the Issuing Bank case of such determination. The Agent will promptly notify each Bank of each a request for an initial issuance of a Letter of Credit. (b) Each request for issuance of a Letter of Credit shall be made in writing to the Agent and the Issuing Bank by telecopier and confirmed by delivery (not more than one Business Day thereafter) of a , such Letter of Credit Application shall specify in form and Agreement, in detail satisfactory to the case Applicable Issuing Party: (A) the proposed issuance date of a Standby LC, in the form of Exhibit G-1, and, in the case of a Commercial LC, in the form of Exhibit G-2 (each, an "LC Application"). Each request for issuance of a requested Letter of Credit shall specify, among other things: (i) the proposed date of issuance (which shall be a Business Day); (iiB) the Person on whose behalf amount and currency thereof; (C) the expiry date thereof (which shall be the earlier of the date which is twelve months (or, if required for regulatory purposes with respect to a Letter of Credit issued in Canadian Dollars, thirteen months) from the date of issuance or the Letter of Credit is to be issuedExpiration Date); (iii) the face amount of the Letter of Credit; (iv) the date of expiration of the Letter of Credit; (vD) the name and address of the beneficiary thereofthereof (which shall not be Lloyd’s); (viE) the documents to be presented by the such beneficiary of the Letter of Credit in case of any drawing thereunder; thereunder (vii) including the full text of any certificate to be presented by the beneficiary in case of any drawing thereunderpresented); (viii) other proposed terms of such Letter of Credit; (ix) the nature of the transaction proposed to be supported by such Letter of Credit; and (xF) whether such Letter of Credit is to be issued as a Performance SBLC, a Financial SBLC Fronted Letter of Credit or a Commercial LCSeveral Letter of Credit (it being agreed that (x) all Letters of Credit denominated in an Alternative Currency will be Fronted Letters of Credit and (y) in the event a Lender advises the Administrative Agent and the LC Administrator that such Lender is unable (due to regulatory restrictions or other legal impediments) to issue a Several Letter of Credit because of its relationship to the beneficiary, such Letter of Credit shall be issued as a Fronted Letter of Credit unless the Fronting Bank and such Lender have agreed that such Lender shall be a Participating Bank with respect to such Letter of Credit); (G) whether such Letter of Credit is to be transferable; (H) whether such Letter of Credit shall be an Auto-Extension Letter of Credit; (I) whether such Letter of Credit shall be issued under the rules of the ISP or the UCP; and (J) such other matters as the Applicable Issuing Party may require. The Company 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 (w) the Letter of Credit to be amended; (x) the proposed date of amendment thereof (which shall be a Business Day); (y) the nature of the proposed amendment; and (z) 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 additional other documents and information regarding pertaining to such transaction requested Letter of Credit issuance or amendment as the Applicable Issuing Party or the Administrative Agent may require. (b) Promptly after receipt of any Letter of Credit Application, the Applicable Issuing Party will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the Applicable Issuing Party will provide the Administrative Agent with a copy thereof. Unless the Applicable Issuing Party has received written notice from any Lender, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in Section 10 shall not then be satisfied, then, subject to the terms and conditions hereof, the Applicable Issuing Bank Party, shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may reasonably request be, in writingeach case in accordance with its usual and customary business practices. (c) The Issuing Bank shall notify Immediately upon the Agent issuance of each issuance Fronted Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Fronting Bank a Letter of Credit Participation in such Fronted Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the Maximum Drawing Amount of such Letter of Credit as more fully set forth in Section 2.2.3. (d) The LC Administrator is hereby authorized to execute and deliver each Several Letter of Credit and each amendment to a Several Letter of Credit on behalf of each Lender, provided that, upon request of the Borrower, such Several Letter of Credit or amendment will be executed by each Lender. The LC Administrator shall use the Applicable Percentage of each Lender as its “Commitment Share” under each Several Letter of Credit provided that the Fronting Bank shall be severally (and not jointly) liable for an amount equal to its Applicable Percentage plus the Applicable Percentage of each Participating Bank. The LC Administrator shall not amend any Several Letter of Credit to change the “Commitment Shares” of an Issuer or add or delete an Issuer liable thereunder unless such amendment is done in connection with an assignment, a change in the Lenders and/or the Applicable Percentages as a result of any increase in the Aggregate Commitments pursuant to Section 2.1.2 or any other addition or replacement of a Lender in accordance with the terms of this Reimbursement and Pledge Agreement. The status of a Lender as a Participating Bank at any time shall be determined solely by the Fronting Bank and such Lender. In the event a Lender becomes a Participating Bank or ceases to be a Participating Bank, the LC Administrator is authorized to amend each Several Letter of Credit to reflect such change in status. Fees owed by a Participating Bank to the Fronting Bank shall accrue only during such period as such Lender is a Participating Bank with respect to any such Several Letter of Credit. Each Lender hereby irrevocably constitutes and appoints the LC Administrator its true and lawful attorney-in-fact for and on behalf of such Lender with full power of substitution and revocation in its own name or in the name of the LC Administrator to issue, execute and deliver, as the case may be, each Several Letter of Credit and each amendment to a Several Letter of Credit and to carry out the purposes of this Reimbursement and Pledge Agreement with respect to Several Letters of Credit. Upon request, each Lender shall execute such powers of attorney or other documents as any beneficiary of any Several Letter of Credit may reasonably request to evidence the authority of the LC Administrator to execute and deliver such Several Letter of Credit and any amendment or other modification thereto on behalf of the Lenders. (e) The Applicable Issuing Party shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the Applicable Issuing Party shall have all of the benefits and immunities (i) provided to the Administrative Agent in Section 12 with respect to any acts taken or omissions suffered by the Applicable Issuing Party in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Section 12 included the Fronting Bank and the LC Administrator with respect to such acts or omissions, and (ii) as additionally provided herein with respect to the Fronting Bank and the LC Administrator. (f) If the Borrower so requests in any applicable Letter of Credit Application, the Applicable Issuing Party may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Applicable Issuing Party, to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued and on issued. Unless otherwise directed by the date Applicable Issuing Party, the Borrower shall not be required to make a specific request to the Applicable Issuing Party for any such extension. Once an Auto-Extension Letter of such issuance inform Credit has been issued, the Agent by telecopier of Lenders shall be deemed to have authorized (but may not require) the type, amount and expiration date Applicable Issuing Party to permit the extension of such Letter of Credit. The Agent shall promptly notify the Banks of each issuance of a Letter of Credit by the Issuing Bank. (d) Any request for at any time to an amendment to any previously issued Letter of Credit shall (i) be received by the Agent and the Issuing Bank not later than 3:00 p.m. two Business Days prior to the date of the proposed amendment in writing by telecopier, (ii) shall be signed by the Company on behalf of the Borrower for whose account such Letter of Credit was issued, and (iii) if a request for an extension, request a new expiry date not later than five the Letter of Credit Expiration Date; provided, however, that the Applicable Issuing Party shall not permit any such extension if (5i) the Applicable Issuing Party has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 2.2.2 or otherwise), or (ii) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days prior before the Non-Extension Notice Date from the Administrative Agent, the Fronting Bank, any Lender or the Borrower that one or more of the applicable conditions specified in Section 10 is not then satisfied, and in each such case directing the Applicable Issuing Party not to the Maturity Date. The Issuing Bank shall notify the Agent by telecopier permit such extension. (g) Promptly after its delivery of each amendment made to any Letter of Credit on or any amendment to a Letter of Credit to an advising bank with respect thereto or to the date of such amendmentbeneficiary thereof, the Applicable Issuing Party will also deliver to the Borrower and the Administrative Agent shall notify the Banks thereof. The Issuing Bank shall promptly notify the Company if for any reason the Issuing Bank does not intend to execute the requested amendment on or before the date specified in the Company's written request a true and shall specify the reasons therefore. (e) Notwithstanding any provision complete copy of any LC Application to the contrary, in the event of any conflict between the terms of any such LC Application and the terms of this Agreement, the terms of this Agreement shall control with respect to provisions relating to events of default, representations and warranties, and covenants in the respective documents, except that such LC Application may provide for further warranties relating specifically to the transaction or affairs underlying such Letter of Credit. (f) Each Commercial LC shall be subject to the UCP and, to the extent not inconsistent therewith, the laws of the State of New York. Each Standby LC shall be subject to the UCP Credit or the ISP 98 and, to the extent not inconsistent therewith, the laws of the State of New York.amendment

Issuance Procedures. (a) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company on behalf Borrower delivered to (x) the Fronting Bank, in the case of any BorrowerFronted Letters of Credit and (y) the LC Administrator, received by in the Issuing Bank case of Several Letters of Credit (with a copy in each case to the Administrative Agent) by hard copy or electronically in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by the Applicable Issuing Party and the Administrative Agent (i) not later than 3:00 p.m. 11:00 a.m. at least two Business Days prior to the proposed issuance date or date of amendment, as the case may be, of any Fronted Letter of Credit denominated in Dollars, (ii) not later than 11:00 a.m. at least three Business Days prior to the requested proposed issuance date or date of issuance. Upon receipt amendment, as the case may be, of such request, the Issuing Bank will request the Agent to determine that after giving effect to the issuance of the any Several Letter of Credit so requested, the Aggregate Exposure will not exceed the Total Commitmentdenominated in Dollars, and Borrowing Base Exposure will (iii) not exceed later than 11:00 a.m. at least four Business Days prior to the Net Borrowing Baseproposed issuance date or date of amendment, as the case may be, of any Letter of Credit denominated in an Alternative Currency; or in each case such earlier date and time as the Administrative Agent and the Agent will promptly notify Applicable Issuing Party may agree in a particular instance in their sole discretion. In the Issuing Bank case of such determination. The Agent will promptly notify each Bank of each a request for an initial issuance of a Letter of Credit. (b) Each request for issuance of a Letter of Credit shall be made in writing to the Agent and the Issuing Bank by telecopier and confirmed by delivery (not more than one Business Day thereafter) of a , such Letter of Credit Application shall specify in form and Agreement, in detail satisfactory to the case Applicable Issuing Party: (A) the proposed issuance date of a Standby LC, in the form of Exhibit G-1, and, in the case of a Commercial LC, in the form of Exhibit G-2 (each, an "LC Application"). Each request for issuance of a requested Letter of Credit shall specify, among other things: (i) the proposed date of issuance (which shall be a Business Day); (iiB) the Person on whose behalf the Letter of Credit is to be issuedamount and currency thereof; (iiiC) the face amount of the Letter of Creditexpiry date thereof; (iv) the date of expiration of the Letter of Credit; (vD) the name and address of the beneficiary thereofthereof (which shall not be Lloyd’s); (viE) the documents to be presented by the such beneficiary of the Letter of Credit in case of any drawing thereunder; (viiF) the full text of any certificate to be presented by the such beneficiary in case of any drawing thereunder; (viii) other proposed terms of such Letter of Credit; (ix) the nature of the transaction proposed to be supported by such Letter of Credit; and (xG) whether such Letter of Credit is a Performance SBLC, Tranche A Letter of Credit or Tranche B Letter of Credit; (H) whether such Letter of Credit is to be issued as a Financial SBLC Fronted Letter of Credit or a Commercial LCSeveral Letter of Credit (it being agreed that (x) all Letters of Credit denominated in an Alternative Currency will be Fronted Letters of Credit and (y) in the event a Lender advises the Administrative Agent and the LC Administrator that such Lender is unable (due to regulatory restrictions or other legal impediments) to issue a Several Letter of Credit because of its relationship to the beneficiary, such Lender shall be a Participating Bank in such Several Letter of Credit); and (I) such other matters as the Applicable Issuing Party may require. The Company 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 (w) the Letter of Credit to be amended; (x) the proposed date of amendment thereof (which shall be a Business Day); (y) the nature of the proposed amendment; and (z) 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 additional other documents and information regarding pertaining to such transaction requested Letter of Credit issuance or amendment as the Applicable Issuing Party or the Administrative Agent may require. (b) Promptly after receipt of any Letter of Credit Application, the Applicable Issuing Party will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the Applicable Issuing Party will provide the Administrative Agent with a copy thereof. Unless the Applicable Issuing Party has received written notice from any Lender, the Fronting Bank, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in §10 shall not then be satisfied, then, subject to the terms and conditions hereof, the Applicable Issuing Bank Party, shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may reasonably request be, in writingeach case in accordance with its usual and customary business practices. (c) The Issuing LC Administrator is hereby authorized to execute and deliver each Several Letter of Credit and each amendment to a Several Letter of Credit on behalf of each Tranche A Lender or Tranche B Lender, as applicable, provided that, upon request of the Borrower, such Several Letter of Credit or amendment will be executed by each Tranche A Lender or Tranche B Lender, as applicable. The LC Administrator shall use (i) in the case of Tranche A Letters of Credit, the Tranche A Commitment Percentage of each Tranche A Lender as its “Commitment Share” under each Tranche A Several Letter of Credit (provided that the Fronting Bank shall notify be severally (and not jointly) liable for an amount equal to its Tranche A Commitment Percentage plus the Agent Tranche A Commitment Percentage of each issuance Participating Bank and (ii) in the case of Tranche B Letters of Credit, the Tranche B Commitment Percentage of each Tranche B Lender as its “Commitment Share” under each Several Letter of Credit provided that the Fronting Bank shall be severally (and not jointly) liable for an amount equal to its Tranche B Commitment Percentage plus the Tranche B Commitment Percentage of each Participating Bank. The LC Administrator shall not amend any Several Letter of Credit to change the “Commitment Shares” of an Issuer or add or delete an Issuer liable thereunder unless such amendment is done in connection with an assignment, a change in the Lenders and/or the applicable Commitment Percentages as a result of any assignment or any other addition or replacement of a Lender in accordance with the terms of this Reimbursement and Pledge Agreement. The status of a Lender as a Participating Bank at any time shall be determined solely by the Fronting Bank and such Lender. In the event a Lender becomes a Participating Bank or ceases to be a Participating Bank, the LC Administrator is authorized to amend each Several Letter of Credit to reflect such change in status. Fees owed by the Borrower with respect to any Participating Bank to the Fronting Bank pursuant to the Fee Letter shall accrue only during such period as such Lender is a Participating Bank with respect to any such Several Letter of Credit. Each Lender hereby irrevocably constitutes and appoints the LC Administrator its true and lawful attorney-in-fact for and on behalf of such Lender with full power of substitution and revocation in its own name or in the name of the LC Administrator to issue, execute and deliver, as the case may be, each Several Letter of Credit and each amendment to a Several Letter of Credit and to carry out the purposes of this Reimbursement and Pledge Agreement with respect to Several Letters of Credit. (d) If the Borrower so requests in any applicable Letter of Credit Application, the Applicable Issuing Party may, in its sole and absolute discretion, agree to issue a Letter of Credit on that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Applicable Issuing Party, to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued and on issued. Unless otherwise directed by the date Applicable Issuing Party, the Borrower shall not be required to make a specific request to the Applicable Issuing Party for any such extension. Once an Auto-Extension Letter of such issuance inform Credit has been issued, the Agent by telecopier of Lenders shall be deemed to have authorized (but may not require) the type, amount and expiration date Applicable Issuing Party to permit the extension of such Letter of Credit. The Agent shall promptly notify the Banks of each issuance of a Letter of Credit by the Issuing Bank. (d) Any request for at any time to an amendment to any previously issued Letter of Credit shall (i) be received by the Agent and the Issuing Bank not later than 3:00 p.m. two Business Days prior to the date of the proposed amendment in writing by telecopier, (ii) shall be signed by the Company on behalf of the Borrower for whose account such Letter of Credit was issued, and (iii) if a request for an extension, request a new expiry date not later than five one year after the Commitment Termination Date; provided, however, that the Applicable Issuing Party shall not permit any such extension if (5A) Business Days prior the Applicable Issuing Party has determined that it would not be permitted, or would have no obligation, at such time to the Maturity Date. The Issuing Bank shall notify the Agent by telecopier of each amendment made to any issue such Letter of Credit on in its revised form (as extended) under the date terms hereof (by reason of such amendmentthe provisions of §2.2.2 or otherwise), and the Agent shall notify the Banks thereof. The Issuing Bank shall promptly notify the Company if for any reason the Issuing Bank does not intend to execute the requested amendment or (B) it has received notice (which may be by telephone or in writing) on or before the date day that is five Business Days before the Non-Extension Notice Date from the Administrative Agent, the Fronting Bank, any Lender or the Borrower that one or more of the applicable conditions specified in §10 is not then satisfied, and in each such case directing the Company's written request and shall specify the reasons thereforeApplicable Issuing Party not to permit such extension. (e) Notwithstanding any provision Promptly after its delivery of any LC Application Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the contrarybeneficiary thereof, in the event of any conflict between Applicable Issuing Party will also deliver to the terms of any such LC Application Borrower and the terms Administrative Agent a true and complete copy of this Agreement, the terms of this Agreement shall control with respect to provisions relating to events of default, representations and warranties, and covenants in the respective documents, except that such LC Application may provide for further warranties relating specifically to the transaction or affairs underlying such Letter of Credit. (f) Each Commercial LC shall be subject to the UCP and, to the extent not inconsistent therewith, the laws of the State of New York. Each Standby LC shall be subject to the UCP Credit or the ISP 98 and, to the extent not inconsistent therewith, the laws of the State of New York.amendment

Issuance Procedures. (a) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Company on behalf Borrower delivered to (x) the Fronting Bank, in the case of any BorrowerFronted Letters of Credit and (y) the LC Administrator, received by in the Issuing Bank case of Several Letters of Credit (with a copy in each case to the Administrative Agent) by hard copy or electronically in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application must be received by the Applicable Issuing Party and the Administrative Agent (i) not later than 3:00 p.m. 11:00 a.m. at least two Business Days prior to the proposed issuance date or date of amendment, as the case may be, of any Fronted Letter of Credit denominated in Dollars, (ii) not later than 11:00 a.m. at least three Business Days prior to the requested proposed issuance date or date of issuance. Upon receipt amendment, as the case may be, of such request, the Issuing Bank will request the Agent to determine that after giving effect to the issuance of the any Several Letter of Credit so requested, the Aggregate Exposure will not exceed the Total Commitmentdenominated in Dollars, and Borrowing Base Exposure will (iii) not exceed later than 11:00 a.m. at least four Business Days prior to the Net Borrowing Baseproposed issuance date or date of amendment, as the case may be, of any Letter of Credit denominated in an Alternative Currency; or in each case such earlier date and time as the Administrative Agent and the Agent will promptly notify Applicable Issuing Party may agree in a particular instance in their sole discretion. In the Issuing Bank case of such determination. The Agent will promptly notify each Bank of each a request for an initial issuance of a Letter of Credit. (b) Each request for issuance of a Letter of Credit shall be made in writing to the Agent and the Issuing Bank by telecopier and confirmed by delivery (not more than one Business Day thereafter) of a , such Letter of Credit Application shall specify in form and Agreement, in detail satisfactory to the case Applicable Issuing Party: (A) the proposed issuance date of a Standby LC, in the form of Exhibit G-1, and, in the case of a Commercial LC, in the form of Exhibit G-2 (each, an "LC Application"). Each request for issuance of a requested Letter of Credit shall specify, among other things: (i) the proposed date of issuance (which shall be a Business Day); (iiB) the Person on whose behalf the Letter of Credit is to be issuedamount and currency thereof; (iiiC) the face amount of the Letter of Creditexpiry date thereof; (iv) the date of expiration of the Letter of Credit; (vD) the name and address of the beneficiary thereofthereof (which shall not be Lloyd’s); (viE) the documents to be presented by the such beneficiary of the Letter of Credit in case of any drawing thereunder; (viiF) the full text of any certificate to be presented by the such beneficiary in case of any drawing thereunder; (viii) other proposed terms of such Letter of Credit; (ix) the nature of the transaction proposed to be supported by such Letter of Credit; and (xG) whether such Letter of Credit is to be issued as a Performance SBLC, a Financial SBLC Fronted Letter of Credit or a Commercial LCSeveral Letter of Credit (it being agreed that (x) all Letters of Credit denominated in an Alternative Currency will be Fronted Letters of Credit and (y) in the event a Lender advises the Administrative Agent and the LC Administrator that such Lender is unable (due to regulatory restrictions or other legal impediments) to issue a Several Letter of Credit because of its relationship to the beneficiary, such Lender shall be a Participating Bank in such Several Letter of Credit); and (H) such other matters as the Applicable Issuing Party may require. The Company 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 (w) the Letter of Credit to be amended; (x) the proposed date of amendment thereof (which shall be a Business Day); (y) the nature of the proposed amendment; and (z) 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 additional other documents and information regarding pertaining to such transaction requested Letter of Credit issuance or amendment as the Applicable Issuing Party or the Administrative Agent may require. (b) Promptly after receipt of any Letter of Credit Application, the Applicable Issuing Party will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, the Applicable Issuing Party will provide the Administrative Agent with a copy thereof. Unless the Applicable Issuing Party has received written notice from any Lender, the Fronting Bank, the Administrative Agent or the Borrower, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in §10 shall not then be satisfied, then, subject to the terms and conditions hereof, the Applicable Issuing Bank Party, shall, on the requested date, issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may reasonably request be, in writingeach case in accordance with its usual and customary business practices. (c) The Issuing LC Administrator is hereby authorized to execute and deliver each Several Letter of Credit and each amendment to a Several Letter of Credit on behalf of each Lender, provided that, upon request of the Borrower, such Several Letter of Credit or amendment will be executed by each Lender. The LC Administrator shall use the Commitment Percentage of each Lender as its “Commitment Share” under each Several Letter of Credit provided that the Fronting Bank shall notify be severally (and not jointly) liable for an amount equal to its Commitment Percentage plus the Agent Commitment Percentage of each issuance Participating Bank. The LC Administrator shall not amend any Several Letter of Credit to change the “Commitment Shares” of an Issuer or add or delete an Issuer liable thereunder unless such amendment is done in connection with an assignment, a change in the Lenders and/or the Commitment Percentages as a result of any increase in the Total Commitment pursuant to §2.1.2 or any other addition or replacement of a Lender in accordance with the terms of this Reimbursement and Pledge Agreement. The status of a Lender as a Participating Bank at any time shall be determined solely by the Fronting Bank and such Lender. In the event a Lender becomes a Participating Bank or ceases to be a Participating Bank, the LC Administrator is authorized to amend each Several Letter of Credit to reflect such change in status. Fees owed by the Borrower with respect to any Participating Bank to the Fronting Bank pursuant to the Fee Letter shall accrue only during such period as such Lender is a Participating Bank with respect to any such Several Letter of Credit. Each Lender hereby irrevocably constitutes and appoints the LC Administrator its true and lawful attorney-in-fact for and on behalf of such Lender with full power of substitution and revocation in its own name or in the name of the LC Administrator to issue, execute and deliver, as the case may be, each Several Letter of Credit and each amendment to a Several Letter of Credit and to carry out the purposes of this Reimbursement and Pledge Agreement with respect to Several Letters of Credit. (d) If the Borrower so requests in any applicable Letter of Credit Application, the Applicable Issuing Party may, in its sole and absolute discretion, agree to issue a Letter of Credit on that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Applicable Issuing Party, to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued and on issued. Unless otherwise directed by the date Applicable Issuing Party, the Borrower shall not be required to make a specific request to the Applicable Issuing Party for any such extension. Once an Auto-Extension Letter of such issuance inform Credit has been issued, the Agent by telecopier of Lenders shall be deemed to have authorized (but may not require) the type, amount and expiration date Applicable Issuing Party to permit the extension of such Letter of Credit. The Agent shall promptly notify the Banks of each issuance of a Letter of Credit by the Issuing Bank. (d) Any request for at any time to an amendment to any previously issued Letter of Credit shall (i) be received by the Agent and the Issuing Bank not later than 3:00 p.m. two Business Days prior to the date of the proposed amendment in writing by telecopier, (ii) shall be signed by the Company on behalf of the Borrower for whose account such Letter of Credit was issued, and (iii) if a request for an extension, request a new expiry date not later than five one year after the Commitment Termination Date; provided, however, that the Applicable Issuing Party shall not permit any such extension if (5A) Business Days prior the Applicable Issuing Party has determined that it would not be permitted, or would have no obligation, at such time to the Maturity Date. The Issuing Bank shall notify the Agent by telecopier of each amendment made to any issue such Letter of Credit on in its revised form (as extended) under the date terms hereof (by reason of such amendmentthe provisions of §2.2.2 or otherwise), and the Agent shall notify the Banks thereof. The Issuing Bank shall promptly notify the Company if for any reason the Issuing Bank does not intend to execute the requested amendment or (B) it has received notice (which may be by telephone or in writing) on or before the date day that is five Business Days before the Non-Extension Notice Date from the Administrative Agent, the Fronting Bank, any Lender or the Borrower that one or more of the applicable conditions specified in §10 is not then satisfied, and in each such case directing the Company's written request and shall specify the reasons thereforeApplicable Issuing Party not to permit such extension. (e) Notwithstanding any provision Promptly after its delivery of any LC Application Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the contrarybeneficiary thereof, in the event of any conflict between Applicable Issuing Party will also deliver to the terms of any such LC Application Borrower and the terms Administrative Agent a true and complete copy of this Agreement, the terms of this Agreement shall control with respect to provisions relating to events of default, representations and warranties, and covenants in the respective documents, except that such LC Application may provide for further warranties relating specifically to the transaction or affairs underlying such Letter of Credit. (f) Each Commercial LC shall be subject to the UCP and, to the extent not inconsistent therewith, the laws of the State of New York. Each Standby LC shall be subject to the UCP Credit or the ISP 98 and, to the extent not inconsistent therewith, the laws of the State of New York.amendment

Issuance Procedures. (a) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of Mont Re delivered to (x) the Company on behalf Fronting Bank, in the case of any BorrowerFronted Letters of Credit and (y) the LC Administrator, received by in the Issuing Bank case of Several Letters of Credit (with a copy in each case to the Administrative Agent) by hard copy or electronically in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of Mont Re. Such Letter of Credit Application must be received by the Applicable Issuing Party and the Administrative Agent (i) not later than 3:00 p.m. 11:00 a.m. at least two Business Days prior to the proposed issuance date or date of amendment, as the case may be, of any Fronted Letter of Credit denominated in Dollars, (ii) not later than 11:00 a.m. at least three Business Days prior to the requested proposed issuance date or date of issuance. Upon receipt amendment, as the case may be, of such request, the Issuing Bank will request the Agent to determine that after giving effect to the issuance of the any Several Letter of Credit so requested, the Aggregate Exposure will not exceed the Total Commitmentdenominated in Dollars, and Borrowing Base Exposure will (iii) not exceed later than 11:00 a.m. at least four Business Days prior to the Net Borrowing Baseproposed issuance date or date of amendment, as the case may be, of any Letter of Credit denominated in an Alternative Currency; or in each case such earlier date and time as the Administrative Agent and the Agent will promptly notify Applicable Issuing Party may agree in a particular instance in their sole discretion. In the Issuing Bank case of such determination. The Agent will promptly notify each Bank of each a request for an initial issuance of a Letter of Credit. (b) Each request for issuance of a Letter of Credit shall be made in writing to the Agent and the Issuing Bank by telecopier and confirmed by delivery (not more than one Business Day thereafter) of a , such Letter of Credit Application shall specify in form and Agreement, in detail satisfactory to the case Applicable Issuing Party: (A) the proposed issuance date of a Standby LC, in the form of Exhibit G-1, and, in the case of a Commercial LC, in the form of Exhibit G-2 (each, an "LC Application"). Each request for issuance of a requested Letter of Credit shall specify, among other things: (i) the proposed date of issuance (which shall be a Business Day); (iiB) the Person on whose behalf the Letter of Credit is to be issuedamount and currency thereof; (iiiC) the face amount of the Letter of Creditexpiry date thereof; (iv) the date of expiration of the Letter of Credit; (vD) the name and address of the beneficiary thereof; (viE) the documents to be presented by the such beneficiary of the Letter of Credit in case of any drawing thereunder; (viiF) the full text of any certificate to be presented by the such beneficiary in case of any drawing thereunder; (viii) other proposed terms of such Letter of Credit; (ix) the nature of the transaction proposed to be supported by such Letter of Credit; and (xG) whether such Letter of Credit is a Performance SBLC, a Financial SBLC Tranche A Letter of Credit or a Commercial LCTranche B Letter of Credit; (H) in the case of Tranche B Letters of Credit, whether such Letter of Credit is to be issued as a Fronted Letter of Credit or a Several Letter of Credit (it being agreed that (x) all Tranche B Letters of Credit denominated in Canadian Dollars will be Fronted Letters of Credit and (y) in the event a Tranche B Lender advises the Administrative Agent and the LC Administrator that such Tranche B Lender is unable (due to regulatory restrictions or other legal impediments) to issue a Several Letter of Credit because of its relationship to the beneficiary, such Tranche B Lender shall be a Participating Bank in such Several Letter of Credit); and (I) such other matters as the Applicable Issuing Party may require. The Company 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 (w) the Letter of Credit to be amended; (x) the proposed date of amendment thereof (which shall be a Business Day); (y) the nature of the proposed amendment; and (z) such other matters as the Applicable Issuing Party may require. Additionally, Mont Re shall furnish to the Applicable Issuing Party and the Administrative Agent such additional other documents and information regarding pertaining to such transaction requested Letter of Credit issuance or amendment as the Applicable Issuing Party or the Administrative Agent may require. (b) Promptly after receipt of any Letter of Credit Application, the Applicable Issuing Party will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from Mont Re and, if not, the Applicable Issuing Party will provide the Administrative Agent with a copy thereof. Unless the Applicable Issuing Party has received written notice from any Lender, the Fronting Bank, the Administrative Agent or Mont Re, at least one Business Day prior to the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in §10 shall not then be satisfied, then, subject to the terms and conditions hereof, the Applicable Issuing Bank Party, shall, on the requested date, issue a Letter of Credit for the account of Mont Re or enter into the applicable amendment, as the case may reasonably request be, in writingeach case in accordance with its usual and customary business practices. (c) The Issuing LC Administrator is hereby authorized to execute and deliver each Several Letter of Credit and each amendment to a Several Letter of Credit on behalf of each Tranche B Lender provided that, upon request of Mont Re, such Several Letter of Credit or amendment will be executed by each Tranche B Lender. The LC Administrator shall use the Tranche B Commitment Percentage of each Tranche B Lender as its “Commitment Share” under each Several Letter of Credit provided that the Fronting Bank shall notify be severally (and not jointly) liable for an amount equal to its Tranche B Commitment Percentage plus the Agent Tranche B Commitment Percentage of each issuance Participating Bank. The LC Administrator shall not amend any Several Letter of Credit to change the “Commitment Shares” of an Issuer or add or delete an Issuer liable thereunder unless such amendment is done in connection with an assignment, a change in the Tranche B Lenders and/or the Tranche B Commitment Percentages as a result of any increase in the Total Tranche B Commitment pursuant to § 2.1.3 or any other addition or replacement of a Tranche B Lender in accordance with the terms of this Reimbursement and Pledge Agreement. The status of a Tranche B Lender as a Participating Bank at any time shall be determined solely by the Fronting Bank and such Tranche B Lender. In the event a Tranche B Lender becomes a Participating Bank or ceases to be a Participating Bank, the LC Administrator is authorized to amend each Several Letter of Credit to reflect such change in status and fees owed by Mont Re with respect to any Participating Bank to the Fronting Bank pursuant to the Fee Letter shall accrue only during such period as such Tranche B Lender is a Participating Bank with respect to any such Several Letter of Credit. Each Tranche B Lender hereby irrevocably constitutes and appoints the LC Administrator its true and lawful attorney-in-fact for and on behalf of such Tranche B Lender with full power of substitution and revocation in its own name or in the name of the LC Administrator to issue, execute and deliver, as the case may be, each Several Letter of Credit and each amendment to a Several Letter of Credit and to carry out the purposes of this Reimbursement and Pledge Agreement with respect to Several Letters of Credit. (d) If Mont Re so requests in any applicable Letter of Credit Application, the Applicable Issuing Party may, in its sole and absolute discretion, agree to issue a Letter of Credit on (other than a Letter of Credit issued to Lloyd’s) that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Applicable Issuing Party, to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued and on issued. Unless otherwise directed by the date Applicable Issuing Party, Mont Re shall not be required to make a specific request to the Applicable Issuing Party for any such extension. Once an Auto-Extension Letter of such issuance inform Credit has been issued, the Agent by telecopier of Lenders shall be deemed to have authorized (but may not require) the type, amount and expiration date Applicable Issuing Party to permit the extension of such Letter of Credit. The Agent shall promptly notify the Banks of each issuance of a Letter of Credit by the Issuing Bank. (d) Any request for at any time to an amendment to any previously issued Letter of Credit shall (i) be received by the Agent and the Issuing Bank not later than 3:00 p.m. two Business Days prior to the date of the proposed amendment in writing by telecopier, (ii) shall be signed by the Company on behalf of the Borrower for whose account such Letter of Credit was issued, and (iii) if a request for an extension, request a new expiry date not later than five one year after the applicable Commitment Termination Date; provided, however, that the Applicable Issuing Party shall not permit any such extension if (5A) Business Days prior the Applicable Issuing Party has determined that it would not be permitted, or would have no obligation, at such time to the Maturity Date. The Issuing Bank shall notify the Agent by telecopier of each amendment made to any issue such Letter of Credit on in its revised form (as extended) under the date terms hereof (by reason of such amendmentthe provisions of §2.2.2 or otherwise), and the Agent shall notify the Banks thereof. The Issuing Bank shall promptly notify the Company if for any reason the Issuing Bank does not intend to execute the requested amendment or (B) it has received notice (which may be by telephone or in writing) on or before the date day that is five Business Days before the Non-Extension Notice Date from the Administrative Agent, the Fronting Bank, any Lender or Mont Re that one or more of the applicable conditions specified in §10 is not then satisfied, and in each such case directing the Company's written request and shall specify the reasons thereforeApplicable Issuing Party not to permit such extension. (e) Notwithstanding any provision Promptly after its delivery of any LC Application Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the contrarybeneficiary thereof, in the event of any conflict between the terms of any such LC Application Applicable Issuing Party will also deliver to Mont Re and the terms Administrative Agent a true and complete copy of this Agreement, the terms of this Agreement shall control with respect to provisions relating to events of default, representations and warranties, and covenants in the respective documents, except that such LC Application may provide for further warranties relating specifically to the transaction or affairs underlying such Letter of Credit. (f) Each Commercial LC shall be subject to the UCP and, to the extent not inconsistent therewith, the laws of the State of New York. Each Standby LC shall be subject to the UCP Credit or the ISP 98 and, to the extent not inconsistent therewith, the laws of the State of New York.amendment

Issuance Procedures. (a) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of Mont Re delivered to (x) the Company on behalf Fronting Bank, in the case of any BorrowerFronted Letters of Credit and (y) the LC Administrator, received by in the Issuing Bank case of Several Letters of Credit (with a copy in each case to the Administrative Agent) by hard copy or electronically in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of Mont Re. Such Letter of Credit Application must be received by the Applicable Issuing Party and the Administrative Agent (i) not later than 3:00 p.m. 11:00 a.m. at least two Business Days prior to the proposed issuance date or date of amendment, as the case may be, of any Fronted Letter of Credit denominated in Dollars, (ii) not later than 11:00 a.m. at least three Business Days prior to the requested proposed issuance date or date of issuance. Upon receipt amendment, as the case may be, of such request, the Issuing Bank will request the Agent to determine that after giving effect to the issuance of the any Several Letter of Credit so requested, the Aggregate Exposure will not exceed the Total Commitmentdenominated in Dollars, and Borrowing Base Exposure will (iii) not exceed later than 11:00 a.m. at least four Business Days prior to the Net Borrowing Baseproposed issuance date or date of amendment, as the case may be, of any Letter of Credit denominated in an Alternative Currency; or in each case such earlier date and time as the Administrative Agent and the Agent will promptly notify Applicable Issuing Party may agree in a particular instance in their sole discretion. In the Issuing Bank case of such determination. The Agent will promptly notify each Bank of each a request for an initial issuance of a Letter of Credit. (b) Each request for issuance of a Letter of Credit shall be made in writing to the Agent and the Issuing Bank by telecopier and confirmed by delivery (not more than one Business Day thereafter) of a , such Letter of Credit Application shall specify in form and Agreement, in detail satisfactory to the case Applicable Issuing Party: (A) the proposed issuance date of a Standby LC, in the form of Exhibit G-1, and, in the case of a Commercial LC, in the form of Exhibit G-2 (each, an "LC Application"). Each request for issuance of a requested Letter of Credit shall specify, among other things: (i) the proposed date of issuance (which shall be a Business Day); (iiB) the Person on whose behalf the Letter of Credit is to be issuedamount and currency thereof; (iiiC) the face amount of the Letter of Creditexpiry date thereof; (iv) the date of expiration of the Letter of Credit; (vD) the name and address of the beneficiary thereof; (viE) the documents to be presented by the such beneficiary of the Letter of Credit in case of any drawing thereunder; (viiF) the full text of any certificate to be presented by the such beneficiary in case of any drawing thereunder; (viii) other proposed terms of such Letter of Credit; (ix) the nature of the transaction proposed to be supported by such Letter of Credit; and (xG) whether such Letter of Credit is to be issued as a Performance SBLC, a Financial SBLC or a Commercial LC. The Company shall furnish such additional information regarding such transaction as the Agent or the Issuing Bank may reasonably request in writing. (c) The Issuing Bank shall notify the Agent of each issuance of a Fronted Letter of Credit on or a Several Letter of Credit (it being agreed that (x) all Letters of Credit denominated in an Alternative Currency will be Fronted Letters of Credit and (y) in the date event a Lender advises the Administrative Agent and the LC Administrator that such Lender is unable (due to regulatory restrictions or other legal impediments) to issue a Several Letter of Credit because of its relationship to the beneficiary, such Lender shall be a Participating Bank in such Several Letter of Credit); and (H) 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 is issued Application shall specify in form and on detail satisfactory to the Applicable Issuing Party (w) the Letter of Credit to be amended; (x) the proposed date of such issuance inform amendment thereof (which shall be a Business Day); (y) the Agent by telecopier nature of the typeproposed amendment; and (z) such other matters as the Applicable Issuing Party may require. Additionally, amount Mont Re shall furnish to the Applicable Issuing Party and expiration date 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 require. (b) Promptly after receipt of any Letter of Credit Application, the Applicable Issuing Party will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit. The Agent shall promptly notify the Banks of each issuance of a Letter of Credit by the Issuing Bank. (d) Any request for an amendment to any previously issued Letter of Credit shall (i) be received by the Agent and the Issuing Bank not later than 3:00 p.m. two Business Days prior to the date of the proposed amendment in writing by telecopierApplication from Mont Re and, (ii) shall be signed by the Company on behalf of the Borrower for whose account such Letter of Credit was issued, and (iii) if a request for an extension, request a new expiry date not later than five (5) Business Days prior to the Maturity Date. The Issuing Bank shall notify the Agent by telecopier of each amendment made to any Letter of Credit on the date of such amendment, and the Agent shall notify the Banks thereof. The Issuing Bank shall promptly notify the Company if for any reason the Issuing Bank does not intend to execute the requested amendment on or before the date specified in the Company's written request and shall specify the reasons therefore. (e) Notwithstanding any provision of any LC Application to the contrary, in the event of any conflict between the terms of any such LC Application and the terms of this Agreementnot, the terms of this Agreement shall control Applicable Issuing Party will provide the Administrative Agent with respect to provisions relating to events of default, representations and warranties, and covenants in the respective documents, except that such LC Application may provide for further warranties relating specifically to the transaction or affairs underlying such Letter of Credit. (f) Each Commercial LC shall be subject to the UCP and, to the extent not inconsistent therewith, the laws of the State of New York. Each Standby LC shall be subject to the UCP or the ISP 98 and, to the extent not inconsistent therewith, the laws of the State of New York.a copy