Common use of Letter of Credit Procedures Clause in Contracts

Letter of Credit Procedures. (a) L/C Applications. The Company shall execute and deliver to the Issuing Lender the Master Letter of Credit Agreement from time to time in effect or such other application and agreement for letters of credit as such Issuing Lender may elect. The Company shall give notice to the Administrative Agent and the Issuing Lender of the proposed issuance of each Letter of Credit on a Business Day which is at least three Business Days (or such lesser number of days as the Administrative Agent and the Issuing Lender shall agree in any particular instance in their sole discretion) prior to the proposed date of issuance of such Letter of Credit. Each such notice shall be accompanied by an L/C Application, duly executed by the Company and in all respects satisfactory to the Administrative Agent and the Issuing Lender, together with such other documentation as the Administrative Agent or the Issuing Lender may request in support thereof, it being understood that each L/C Application shall specify, among other things, the date on which the proposed Letter of Credit is to be issued, the expiration date of such Letter of Credit (which shall not be later than twenty (20) Business Days prior to the scheduled Termination Date (unless such Letter of Credit is Cash Collateralized)), whether such Letter of Credit is to be transferable in whole or in part and the currency in which the Letter of Credit is requested to be denominated which shall be either Dollars or a currency satisfactory to the Issuing Lender. Any Letter of Credit outstanding after the scheduled Termination Date which is Cash Collateralized for the benefit of the Issuing Lender shall after the scheduled Termination Date be the sole responsibility of the Issuing Lender. So long as the Issuing Lender has not received written notice that the conditions precedent set forth in Section 12 with respect to the issuance of such Letter of Credit have not been satisfied, the Issuing Lender shall issue such Letter of Credit on the requested issuance date. The Issuing Lender shall promptly advise the Administrative Agent of the issuance of each Letter of Credit, the currency thereof, and of any amendment thereto, extension thereof or event or circumstance changing the amount available for drawing thereunder. In the event of any inconsistency between the terms of the Master Letter of Credit Agreement, any L/C Application and the terms of this Agreement, the terms of this Agreement shall control. The Company may request the issuance of a Letter of Credit on behalf of itself or on behalf of any other Loan Party, provided that the Company is the account party thereon and provided further that notwithstanding that any letter of credit issued in connection herewith may state that it is issued on behalf of another Loan Party or Subsidiary of a Loan Party and notwithstanding that any application or agreement with respect to such a letter of credit is executed by a Loan Party or Subsidiary of a Loan Party, each such letter of credit is hereby deemed to be a Letter of Credit issued hereunder for the account of the Company and the Company is hereby deemed to be severally obligated on such application or agreement.

Letter of Credit Procedures. (a) L/C Applications. The Company shall execute and deliver to the Issuing Lender the Master Each Letter of Credit Agreement from time shall be issued or amended, as the case may be, upon the request of the Borrower delivered to time in effect or such other application and agreement for letters of credit as such Issuing Lender may elect. The Company shall give notice the applicable LC Issuer (with a copy to the Administrative Agent and Agent) in the Issuing Lender form of the proposed issuance of each a Letter of Credit on a Business Day which is Application, appropriately completed and signed by an Executive Officer of the Borrower. Such Letter of Credit Application must be received by the applicable LC Issuer and the Administrative Agent not later than 9:00 a.m. at least three two Business Days (or such lesser number of days later date and time as the Administrative Agent and the Issuing Lender shall such LC Issuer may agree in any a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit. Each such notice Credit Application shall specify in form and detail reasonably satisfactory to the applicable LC Issuer: (A) the name of the account party which, subject to Section 5.8, shall be accompanied (i) the Borrower, (ii) an Insurance Subsidiary designated by an the Borrower or (iii) subject to the Non-Insurance Sub L/C ApplicationSublimit, duly executed by the Company and in all respects satisfactory to the Administrative Agent and the Issuing Lendera Subsidiary which is not an Insurance Subsidiary, together with such other documentation as the Administrative Agent or the Issuing Lender may request in support thereof, it being understood that each L/C Application shall specify, among other things, the date on which (B) the proposed Letter of Credit is to be issued, the expiration issuance date of such the requested Letter of Credit (which shall not be later than twenty a Business Day); (20C) Business Days prior the amount and currency thereof; (D) the expiry date thereof (which shall be the earlier of the date which is twelve months from the date of issuance or the LC Expiration Date); (E) the name and address of the beneficiary thereof; (F) the documents to be presented by such beneficiary in case of any drawing thereunder; (G) the scheduled Termination Date full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (unless such H) the purpose and nature of the requested Letter of Credit; (I) in the case of Letters of Credit is Cash Collateralized))issued for the account of an Insurance Subsidiary, whether such Letter of Credit is to be transferable in whole or in part part; (J) whether such Letter of Credit shall be an be an Auto-Extension Letter of Credit and (K) such other matters as such LC Issuer may require. In the currency case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in which form and detail satisfactory to the applicable LC Issuer (w) the Letter of Credit is requested to be denominated amended; (x) the proposed date of amendment thereof (which shall be either Dollars or a currency satisfactory Business Day); (y) the nature of the proposed amendment; and (z) such other matters as the applicable LC Issuer may require. Additionally, the Borrower shall furnish to the Issuing Lender. Any applicable LC Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit outstanding after the scheduled Termination Date which is Cash Collateralized for the benefit of the Issuing Lender shall after the scheduled Termination Date be the sole responsibility of the Issuing Lender. So long issuance or amendment, as the Issuing Lender has not received written notice that the conditions precedent set forth in Section 12 with respect to the issuance of such Letter of Credit have not been satisfied, the Issuing Lender shall issue such Letter of Credit on the requested issuance date. The Issuing Lender shall promptly advise LC Issuer or the Administrative Agent of the issuance of each Letter of Credit, the currency thereof, and of any amendment thereto, extension thereof or event or circumstance changing the amount available for drawing thereunder. In the event of any inconsistency between the terms of the Master Letter of Credit Agreement, any L/C Application and the terms of this Agreement, the terms of this Agreement shall control. The Company may request the issuance of a Letter of Credit on behalf of itself or on behalf of any other Loan Party, provided that the Company is the account party thereon and provided further that notwithstanding that any letter of credit issued in connection herewith may state that it is issued on behalf of another Loan Party or Subsidiary of a Loan Party and notwithstanding that any application or agreement with respect to such a letter of credit is executed by a Loan Party or Subsidiary of a Loan Party, each such letter of credit is hereby deemed to be a Letter of Credit issued hereunder for the account of the Company and the Company is hereby deemed to be severally obligated on such application or agreementreasonably require.

Letter of Credit Procedures. (a) L/C Applications. The Company Borrower shall execute and deliver to the each Issuing Lender the each Master Letter of Credit Agreement from time to time in effect or such other application and agreement for letters of credit as with respect to such Issuing Lender may electLender. The Company Borrower shall give notice to the Administrative Agent and the applicable Issuing Lender of the proposed issuance of each Letter of Credit on a Business Day which is at least three Business Days (or such lesser number of days as the Administrative Agent and the such Issuing Lender shall agree in any particular instance in their sole discretion) prior to the proposed date of issuance of such Letter of Credit. Each such notice shall be accompanied by an L/C Application, duly executed by the Company Xxxxxxxx and in all respects satisfactory to the Administrative Agent and the applicable Issuing Lender, together with such other documentation as the Administrative Agent or the such Issuing Lender may request in support thereof, it being understood that each L/C Application shall specify, among other things, the date on which the proposed Letter of Credit is to be issued, the expiration date of such Letter of Credit (which shall not be later than twenty (20) Business Days prior to the scheduled Termination Date (unless such Letter of Credit is Cash Collateralized)), ) and whether such Letter of Credit is to be transferable in whole or in part and the currency in which the Letter of Credit is requested to be denominated which shall be either Dollars or a currency satisfactory to the Issuing Lenderpart. Any Letter of Credit outstanding after the scheduled Termination Date which is Cash Collateralized for the benefit of the an Issuing Lender shall after the scheduled Termination Date be the sole responsibility of the such Issuing Lender. So long as the applicable Issuing Lender has not received written notice that the conditions precedent set forth in Section 12 with respect to the issuance of such Letter of Credit have not been satisfied, the such Issuing Lender shall issue such Letter of Credit on the requested issuance date. The Each Issuing Lender shall promptly advise the Administrative Agent of the issuance of each Letter of Credit, the currency thereof, Credit and of any amendment thereto, extension thereof or event or circumstance changing the amount available for drawing thereunder. In the event of any inconsistency between the terms of the any Master Letter of Credit Agreement, any L/C Application and the terms of this Agreement, the terms of this Agreement shall control. The Company may request the issuance of a Letter of Credit on behalf of itself or on behalf of any other Loan Party, provided that the Company is the account party thereon and provided further that notwithstanding that any letter of credit issued in connection herewith may state that it is issued on behalf of another Loan Party or Subsidiary of a Loan Party and notwithstanding that any application or agreement with respect to such a letter of credit is executed by a Loan Party or Subsidiary of a Loan Party, each such letter of credit is hereby deemed to be a Letter of Credit issued hereunder for the account of the Company and the Company is hereby deemed to be severally obligated on such application or agreement.50

Letter of Credit Procedures. (a) L/C Applications. The Company shall execute and deliver Subject to the Issuing Lender the Master Letter of Credit Agreement from time to time in effect or such other application and agreement for letters of credit as such Issuing Lender may elect. The Company shall give notice to the Administrative Agent and the Issuing Lender of the proposed issuance of Section 2.1, each Letter of Credit on shall be issued or amended, as the case may be, upon the request of the Borrower delivered to (x) the Fronting Bank, in the case of Fronted Letters of Credit and (y) the LC Administrator, in the case of Several Letters of Credit (with a Business Day which is copy in each case to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by an Executive Officer of the Borrower. Such Letter of Credit Application must be received by the Applicable Issuing Party and the Administrative Agent not later than 9:00 a.m. at least three two Business Days (or such lesser number of days later date and time as the Administrative Agent and the Applicable Issuing Lender shall Party may agree in any a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit. Each such notice Credit Application shall be accompanied by an L/C Application, duly executed by the Company specify in form and in all respects detail reasonably satisfactory to the Administrative Agent and Applicable Issuing Party: (A) the Issuing Lendername of the account party which, together with such other documentation as subject to Section 5.8, shall be (i) the Administrative Agent Borrower, (ii) an Insurance Subsidiary designated by the Borrower or (iii) subject to the Issuing Lender may request in support thereof, it being understood that each L/C Application shall specify, among other things, the date on which the proposed Non-Insurance Subsidiary Letter of Credit Sublimit, a Subsidiary which is to be issuednot an Insurance Subsidiary, (B) the expiration proposed issuance date of such the requested Letter of Credit (which shall not be later than twenty a Business Day); (20C) Business Days prior the amount and currency thereof; (D) the expiry date thereof (which shall be the earlier of the date which is twelve months from the date of issuance or the LC Expiration Date); (E) the name and address of the beneficiary thereof; (F) the documents to be presented by such beneficiary in case of any drawing thereunder; (G) the scheduled Termination Date full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (unless such H) the purpose and nature of the requested Letter of Credit; (I) in the case of Letters of Credit is Cash Collateralized))issued for the account of an Insurance Subsidiary, whether such Letter of Credit is to be transferable in whole or in part part; (J) whether such Letter of Credit shall be an be an Auto-Extension Letter of Credit; (K) whether such Letter of Credit is to be a Fronted Letter of Credit or a Several Letter of Credit (it being agreed that all Letters of Credit issued in an Alternative Currency shall be Fronted Letters of Credit); (L) whether such Letter of Credit shall be issued under the rules of the ISP or the UCP; and (M) such other matters as the currency Applicable Issuing Party may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in which form and detail satisfactory to the Applicable Issuing Party (1) the Letter of Credit is requested to be denominated amended; (2) the proposed date of amendment thereof (which shall be either Dollars or a currency satisfactory Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the Applicable Issuing Party may require. Additionally, the Borrower shall furnish to the Applicable Issuing Lender. Any Party and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit outstanding after the scheduled Termination Date which is Cash Collateralized for the benefit of the Issuing Lender shall after the scheduled Termination Date be the sole responsibility of the Issuing Lender. So long issuance or amendment, as the Applicable Issuing Lender has not received written notice that the conditions precedent set forth in Section 12 with respect to the issuance of such Letter of Credit have not been satisfied, the Issuing Lender shall issue such Letter of Credit on the requested issuance date. The Issuing Lender shall promptly advise Party or the Administrative Agent of may reasonably require. Within the issuance of each Letter of Creditforegoing limits, and subject to the terms and conditions hereof, the currency thereof, and of any amendment thereto, extension thereof or event or circumstance changing the amount available for drawing thereunder. In the event of any inconsistency between the terms of the Master Letter Borrower’s ability to obtain Letters of Credit Agreement, any L/C Application shall be fully revolving and accordingly the terms of this Agreement, Borrower may during the terms of this Agreement shall control. The Company may request the issuance of a Letter Availability Period obtain Letters of Credit on behalf of itself or on behalf of any other Loan Party, provided that the Company is the account party thereon and provided further that notwithstanding that any letter of credit issued in connection herewith may state that it is issued on behalf of another Loan Party or Subsidiary of a Loan Party and notwithstanding that any application or agreement with respect to such a letter of credit is executed by a Loan Party or Subsidiary of a Loan Party, each such letter of credit is hereby deemed to be a Letter replace Letters of Credit issued hereunder for the account of the Company that have expired or that have been drawn upon and the Company is hereby deemed to be severally obligated on such application or agreementreimbursed.

Letter of Credit Procedures. (a) L/C Applications. The Company shall execute and deliver Borrower may (on behalf of itself or, to the Issuing Lender extent permitted by the Master Receivables Sale Agreement, any member of the Parent Group) request any LC Lender, upon two (2) Business Days’ prior written notice submitted on or before 11:00 a.m., New York time, to issue a Letter of Credit Agreement from time by delivering to time the Administrative Agent, the LC Lender’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in effect or the form agreed upon by the applicable parties (including the Administrative Agent) completed to the satisfaction of the Administrative Agent and the LC Lender; and, such other application certificates, documents and agreement other papers and information as the Administrative Agent may reasonably request. Any Letter of Credit with a term not exceeding one year may provide for letters its renewal for additional periods not exceeding one year as long as (x) each of credit as the Borrower and the applicable LC Lender have the option to prevent such Issuing renewal before the expiration of such term or any such period and (y) neither such LC Lender may electnor the Borrower shall permit any such renewal to extend such expiration date beyond the Final Advance Date. The Company Borrower shall have the right to give instructions and make agreements with respect any Letter of Credit Application and the disposition of documents related thereto or to any Letter of Credit and, in accordance with subsection (b) below, to agree to any amendment, extension or renewal of any Letter of Credit. Notwithstanding the foregoing, no Letter of Credit may be amended, extended or renewed (1) without the prior written consent of the applicable LC Lender and the LC Lender’s prior written notice to the Administrative Agent and (2) unless the Issuing Lender of the proposed issuance of each resulting Letter of Credit on could be issued as a Business Day which is at least three Business Days (or such lesser number new Letter of days as Credit in accordance with, and subject to, the Administrative Agent terms and the Issuing Lender shall agree in any particular instance in their sole discretion) prior conditions herein. Notwithstanding anything to the proposed date of issuance of such contrary herein, (i) in the event any LC Lender party hereto (the “Requested LC Lender”) is requested to issue a Letter of Credit. Each , such notice shall be accompanied by an L/C Application, duly executed by the Company and in all respects satisfactory to the Administrative Agent and the Issuing Lender, together with such other documentation as the Administrative Agent or the Issuing Requested LC Lender may request in support thereof, it being understood that each L/C Application shall specify, among other things, the date on which the proposed Letter of Credit is cause another LC Lender (including any LC Lender not a party to be issued, the expiration date this Agreement) to issue all or a portion of such Letter of Credit and (which shall not be later than twenty (20ii) Business Days prior to the scheduled Termination Date (unless any such Letter of Credit is Cash Collateralized))issued by a non-Requested LC Lender shall be deemed to fully and completely satisfy the applicable Requested LC Lender’s obligations with respect to such request hereunder. For purposes of this Agreement, whether in the event that any such Letter of Credit shall have been issued by an LC Lender that is not party to be transferable in whole or in part and the currency in which the Letter of Credit is requested to be denominated which shall be either Dollars or a currency satisfactory to the Issuing Lender. Any Letter of Credit outstanding after the scheduled Termination Date which is Cash Collateralized for the benefit of the Issuing Lender shall after the scheduled Termination Date be the sole responsibility of the Issuing Lender. So long as the Issuing Lender has not received written notice that the conditions precedent set forth in Section 12 with respect to the issuance of this Agreement, such Letter of Credit shall be deemed to have not been satisfiedissued by the Requested LC Lender. Notwithstanding anything else to the contrary herein, if an LC Lender believes in good faith and within its commercially reasonable credit judgment that one or more Lenders is, are or will be a Non-Funding Lender (an “Impacted Lender”), the Issuing LC Lender shall may, in its sole discretion after consultation with the Borrower and the Servicer, elect not to issue such any Letter of Credit on unless (w) each Impacted Lender has been replaced, (x) there has been provided Adequate Security for the requested issuance date. The Issuing obligations of each such Impacted Lender shall promptly advise to make Participation Advances or (y) the Revolving Commitments of the other Lenders have been increased by an amount sufficient to satisfy the Administrative Agent that all future Participation Advances will be covered by all Lenders that are not Impacted Lenders. For the avoidance of the issuance of each Letter of Creditdoubt, the currency thereof, all written consents and of any amendment thereto, extension thereof or event or circumstance changing the amount available for drawing thereunder. In the event of any inconsistency between the terms of the Master Letter of Credit Agreement, any L/C Application and the terms of notices required under this Agreement, the terms of this Agreement shall control. The Company Section 2.18 may request the issuance of a Letter of Credit on behalf of itself or on behalf of any other Loan Party, be provided that the Company is the account party thereon and provided further that notwithstanding that any letter of credit issued in connection herewith may state that it is issued on behalf of another Loan Party or Subsidiary of a Loan Party and notwithstanding that any application or agreement with respect to such a letter of credit is executed by a Loan Party or Subsidiary of a Loan Party, each such letter of credit is hereby deemed to be a Letter of Credit issued hereunder for the account of the Company and the Company is hereby deemed to be severally obligated on such application or agreementvia email communications.

Letter of Credit Procedures. (a) L/C Applications. The Company applicable Borrower shall execute and deliver to the Issuing Lender Bank the Master Letter of Credit Agreement from time to time in effect or such other application and agreement for letters of credit as such Issuing Lender may electeffect. The Company Such Borrower shall give notice to the Administrative Agent and the Issuing Lender Bank of the proposed issuance of each Letter of Credit on a Business Day which is at least three Business Days (or such lesser number of days as the Administrative Agent and the Issuing Lender Bank shall agree in any particular instance in their sole discretion) prior to the proposed date of issuance of such Letter of Credit. Each such notice shall be accompanied by an L/C Application, duly executed by the Company applicable Borrower and in all respects satisfactory to the Administrative Agent and the Issuing LenderBank, together with such other documentation as the Administrative Agent or the Issuing Lender Bank may request in support thereof, it being understood that each L/C Application shall specify, among other things, the date on which the proposed Letter of Credit is to be issued, the expiration date of such Letter of Credit (which shall not be later than twenty (20) Business Days prior to the scheduled Letter of Credit Termination Date (unless such Letter of Credit is Cash Collateralized)), ) and whether such Letter of Credit is to be transferable in whole or in part and the currency in which the Letter of Credit is requested to be denominated which shall be either Dollars or a currency satisfactory to the Issuing Lenderpart. Any Letter of Credit outstanding after the scheduled Letter of Credit Termination Date which is Cash Collateralized for the benefit of the Issuing Lender Bank shall after the scheduled Termination Date be the sole responsibility of the Issuing LenderBank. So long as the Issuing Lender Bank has not received written notice that the conditions precedent set forth in Section 12 herein with respect to the issuance of such Letter of Credit have not been satisfied, the Issuing Lender Bank shall issue such Letter of Credit on the requested issuance date. The Issuing Lender Bank shall promptly advise the Administrative Agent of the issuance of each Letter of Credit, the currency thereof, Credit and of any amendment thereto, extension thereof or event or circumstance changing the amount available for drawing thereunder. In the event of any inconsistency between the terms of the Master Letter of Credit Agreement, any L/C Application and the terms of this Agreement, the terms of this Agreement shall control. The Company may request the issuance of a Letter of Credit on behalf of itself or on behalf of any other Loan Party, provided that the Company is the account party thereon and provided further that notwithstanding that any letter of credit issued in connection herewith may state that it is issued on behalf of another Loan Party or Subsidiary of a Loan Party and notwithstanding that any application or agreement with respect to such a letter of credit is executed by a Loan Party or Subsidiary of a Loan Party, each such letter of credit is hereby deemed to be a Letter of Credit issued hereunder for the account of the Company and the Company is hereby deemed to be severally obligated on such application or agreement.

Letter of Credit Procedures. (a) L/C Applications. The Company shall execute and deliver Subject to the Issuing Lender the Master Letter of Credit Agreement from time to time in effect or such other application and agreement for letters of credit as such Issuing Lender may elect. The Company shall give notice to the Administrative Agent and the Issuing Lender of the proposed issuance of Section 2.1, each Letter of Credit on shall be issued or amended, as the case may be, upon the request of the Borrower delivered to (x) the Fronting Bank, in the case of Fronted Letters of Credit and (y) the LC Administrator, in the case of Several Letters of Credit (with a Business Day which is copy in each case to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by an Executive Officer of the Borrower. Such Letter of Credit Application must be received by the Applicable Issuing Party and the Administrative Agent not later than 9:00 a.m. at least three two Business Days (or such lesser number of days later date and time as the Administrative Agent and the Applicable Issuing Lender shall Party may agree in any a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit. Each such notice Credit Application shall be accompanied by an L/C Application, duly executed by the Company specify in form and in all respects detail reasonably satisfactory to the Administrative Agent and Applicable Issuing Party: (A) the Issuing Lendername of the account party which, together with such other documentation as subject to Section 5.8, shall be (i) the Administrative Agent Borrower, (ii) an Insurance Subsidiary designated by the Borrower or (iii) subject to the Issuing Lender may request in support thereof, it being understood that each L/C Application shall specify, among other things, the date on which the proposed Non-Insurance Subsidiary Letter of Credit Sublimit, a Subsidiary which is to be issuednot an Insurance Subsidiary, (B) the expiration proposed issuance date of such the requested Letter of Credit (which shall not be later than twenty a Business Day); (20C) Business Days prior the amount and currency thereof; (D) the expiry date thereof (which shall be the earlier of the date which is twelve months from the date of issuance or the LC Expiration Date); (E) the name and address of the beneficiary thereof; (F) the documents to be presented by such beneficiary in case of any drawing thereunder; (G) the scheduled Termination Date full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (unless such H) the purpose and nature of the requested Letter of Credit; (I) in the case of Letters of Credit is Cash Collateralized))issued for the account of an Insurance Subsidiary, whether such Letter of Credit is to be transferable in whole or in part part; (J) whether such Letter of Credit shall be an be an Auto-Extension Letter of Credit; (K) whether such Letter of Credit is to be a Fronted Letter of Credit or a Syndicated Letter of Credit (it being agreed that all Letters of Credit issued in an Alternative Currency shall be Fronted Letters of Credit); (L) whether such Letter of Credit shall be issued under the rules of the ISP or the UCP; and (M) such other matters as the currency Applicable Issuing Party may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in which form and detail satisfactory to the Applicable Issuing Party (1) the Letter of Credit is requested to be denominated amended; (2) the proposed date of amendment thereof (which shall be either Dollars or a currency satisfactory Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the Applicable Issuing Party may require. Additionally, the Borrower shall furnish to the Applicable Issuing Lender. Any Party and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit outstanding after the scheduled Termination Date which is Cash Collateralized for the benefit of the Issuing Lender shall after the scheduled Termination Date be the sole responsibility of the Issuing Lender. So long issuance or amendment, as the Applicable Issuing Lender has not received written notice that the conditions precedent set forth in Section 12 with respect to the issuance of such Letter of Credit have not been satisfied, the Issuing Lender shall issue such Letter of Credit on the requested issuance date. The Issuing Lender shall promptly advise Party or the Administrative Agent of may reasonably require. Within the issuance of each Letter of Creditforegoing limits, and subject to the terms and conditions hereof, the currency thereof, and of any amendment thereto, extension thereof or event or circumstance changing the amount available for drawing thereunder. In the event of any inconsistency between the terms of the Master Letter Borrower’s ability to obtain Letters of Credit Agreement, any L/C Application shall be fully revolving and accordingly the terms of this Agreement, Borrower may during the terms of this Agreement shall control. The Company may request the issuance of a Letter Availability Period obtain Letters of Credit on behalf of itself or on behalf of any other Loan Party, provided that the Company is the account party thereon and provided further that notwithstanding that any letter of credit issued in connection herewith may state that it is issued on behalf of another Loan Party or Subsidiary of a Loan Party and notwithstanding that any application or agreement with respect to such a letter of credit is executed by a Loan Party or Subsidiary of a Loan Party, each such letter of credit is hereby deemed to be a Letter replace Letters of Credit issued hereunder for the account of the Company that have expired or that have been drawn upon and the Company is hereby deemed to be severally obligated on such application or agreementreimbursed.

Letter of Credit Procedures. (a) L/C Applications. The Company shall execute and deliver to or the Issuing Lender U.K. Borrower, as the Master Letter of Credit Agreement from time to time in effect or such other application and agreement for letters of credit as such Issuing Lender case may elect. The Company be, shall give notice to the Administrative Agent and the Issuing Lender Bank of the proposed issuance of each Letter of Credit on a Business Day which is at least three Business Days (or such lesser number of days period as the Administrative Agent and to which the Issuing Lender shall agree in any particular instance in their sole discretionBank may agree) prior to the proposed date of issuance of such Letter of Credit. Each such notice shall be accompanied by an L/C a Letter of Credit Application, duly executed by the Company or the U.K. Borrower, as the case may be (and if a Restricted Subsidiary in the Financial Group is to be a co-applicant, such Restricted Subsidiary), and in all respects satisfactory to the Administrative Agent and the Issuing LenderBank, together with such other documentation as the Administrative Agent or the Issuing Lender Bank may reasonably request in support thereof, it being understood that each L/C Letter of Credit Application shall specify, among other things, the date on which the proposed Letter of Credit is to be issued, the amount of the Letter of Credit, the expiration date of such Letter of Credit (which shall not be later than twenty the earlier of (20x) one year from the date of issuance and (y) five Business Days prior to the scheduled Commitment Termination Date (unless such Letter of Credit is Cash Collateralizedprovided that the FDTH Loan Note Guaranty expiry date may be February 1, 2002 which date may not be extended)), ) and whether such Letter of Credit is to be transferable in whole or in part and the currency in which the Letter of Credit is requested to be denominated which shall be either Dollars or a currency satisfactory part. Subject to the Issuing Lender. Any Letter satisfaction of Credit outstanding after the scheduled Termination Date which is Cash Collateralized for the benefit of the Issuing Lender shall after the scheduled Termination Date be the sole responsibility of the Issuing Lender. So long as the Issuing Lender has not received written notice that the conditions precedent set forth in Section 12 11 with respect to the issuance of such Letter of Credit have not been satisfiedCredit, the Issuing Lender Bank shall issue such Letter of Credit on the requested issuance date. The Issuing Lender Company shall promptly advise the Administrative Agent of the issuance of each Letter of Credit, the currency thereof, and of any amendment thereto, extension thereof or event or circumstance changing the amount available for drawing thereunder. In the event of any inconsistency between the terms of the Master Letter of Credit Agreement, any L/C Application and the terms of this Agreement, the terms of this Agreement shall control. The Company may not be entitled to request the issuance of a Letter of Credit on behalf of itself or on behalf for the account of any other Loan PartyUnrestricted Subsidiary, provided that any U.K. Obligor or any Restricted Subsidiary which is not an Obligor and shall only be entitled to request Letters of Credit denominated in Dollars. The U.K. Borrower shall not be entitled to request the Company is the account party thereon and provided further that notwithstanding that any letter issuance of credit issued in connection herewith may state that it is issued on behalf of another Loan Party or Subsidiary of a Loan Party and notwithstanding that any application or agreement with respect to such a letter of credit is executed by a Loan Party or Subsidiary of a Loan Party, each such letter of credit is hereby deemed to be a Letter of Credit issued hereunder for the account of the Company any Person other than itself or a U.K. Obligor and the Company is hereby deemed shall only be entitled to be severally obligated on such application or agreementrequest Letters of Credit denominated in Sterling.