Common use of Letter of Credit Procedures Clause in Contracts

Letter of Credit Procedures. The Company or the U.K. Borrower, as the case may be, shall give notice to the Issuing Bank of the proposed issuance of each Letter of Credit on a Business Day which is at least three Business Days (or such lesser period as to which the Issuing Bank may agree) prior to the proposed date of issuance of such Letter of Credit. Each such notice shall be accompanied by 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 Issuing Bank, together with such other documentation as the Issuing Bank may reasonably request in support thereof, it being understood that each 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 the earlier of (x) one year from the date of issuance and (y) five Business Days prior to the Commitment Termination Date (provided 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. Subject to the satisfaction of the conditions precedent set forth in Section 11 with respect to the issuance of such Letter of Credit, the Issuing Bank shall issue such Letter of Credit on the requested issuance date. The Company shall not be entitled to request the issuance of a Letter of Credit for the account of any Unrestricted Subsidiary, 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.

Letter of Credit Procedures. (a) The Company or applicable Borrower shall execute and deliver to the U.K. Borrower, as Issuing Bank the case may be, Master Letter of Credit Agreement from time to time in effect. Such Borrower shall give notice to the Agent and the Issuing Bank of the proposed issuance of each Letter of Credit on a Business Day which is at least three Business Days (or such lesser period number of days as to which the Agent and the Issuing Bank may agreeshall 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 a Letter of Credit an L/C 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), applicable Borrower and in all respects satisfactory to the Agent and the Issuing Bank, together with such other documentation as the Agent or the Issuing Bank may reasonably request in support thereof, it being understood that each Letter of Credit L/C 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 the earlier Letter of (x) one year from the date of issuance and (y) five Business Days prior to the Commitment Credit Termination Date (provided that the FDTH Loan Note Guaranty expiry date may be February 1, 2002 which date may not be extendedunless such Letter of Credit is Cash Collateralized)) and whether such Letter of Credit is to be transferable in whole or in part. Subject to Any Letter of Credit outstanding after the satisfaction Letter of Credit Termination Date which is Cash Collateralized for the benefit of the Issuing Bank shall be the sole responsibility of the Issuing Bank. So long as the Issuing Bank has not received written notice that the conditions precedent set forth in Section 11 herein with respect to the issuance of such Letter of CreditCredit have not been satisfied, the Issuing Bank shall issue such Letter of Credit on the requested issuance date. The Company Issuing Bank shall not be entitled to request promptly advise the Agent of the issuance of a each Letter of 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. (b) Concurrently with the issuance of each Letter of Credit, the Issuing Bank shall be deemed to have sold and transferred to each Bank with a Revolving Credit Commitment, and each such Lender shall be deemed irrevocably and unconditionally to have purchased and received from the Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such Lender's Pro Rata Share, in such Letter of Credit and any Borrower's reimbursement obligations with respect thereto. If any Borrower does not pay any reimbursement obligation when due, such Borrower shall be deemed to have immediately requested that the Lenders make a Revolving Loan which is a Base Rate Loan in a principal amount equal to such reimbursement obligations. The Agent shall promptly notify such Lenders of such deemed request and, without the necessity of compliance with the requirements of Paragraphs 2.3, 6 or otherwise, such Lender shall make available to -------------- - the Agent its Pro Rata Share of such Loan. The proceeds of such Loan shall be paid over by the Agent to the Issuing Bank for the account of any Unrestricted Subsidiarysuch Borrower in satisfaction of such reimbursement obligations. For the purposes of this Agreement, any U.K. Obligor the unparticipated portion of each Letter of Credit shall be deemed to be the Issuing Bank's "participation" therein. The Issuing Bank hereby agrees, upon request of the Agent or any Restricted Subsidiary which is not an Obligor and shall only be entitled Lender, to request deliver to the Agent or such Lender a list of all outstanding Letters of Credit denominated issued by the Issuing Bank, together with such information related thereto as the Agent or such Lender may reasonably request. (c) The Borrowers, jointly and severally, hereby unconditionally and irrevocably agree to reimburse the Issuing Bank for each payment or disbursement made by the Issuing Bank under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in Dollarseach case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Bank is reimbursed by the Borrowers therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus, beginning ---- on the third Business Day after receipt of notice from the Issuing Bank of such payment or disbursement, 2%. The U.Issuing Bank shall notify the Borrowers and the Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Bank to so notify the -------- Borrowers or the Agent shall not affect the rights of the Issuing Bank or the Lenders in any manner whatsoever. (d) The Borrowers' reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (i) any lack of validity or enforceability of any Letter of Credit, this Agreement or any Other Agreement, (ii) the existence of any claim, set-off, defense or other right which any Borrower may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Agent, the Issuing Bank, any Lender or any other Person, whether in connection with any Letter of Credit, this Agreement, any Other Agreement, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between any Borrower and the beneficiary named in any Letter of Credit), (iii) the validity, sufficiency or genuineness of any document which the Issuing Bank has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (iv) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Agent or any Lender (excluding any Lender in its capacity as the Issuing Bank) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Agent or any Lender to any Borrower, or relieve any Borrower of any of its obligations hereunder to any such Person. (e) If the Issuing Bank makes any payment or disbursement under any Letter of Credit and (i) the Borrowers have not reimbursed the Issuing Bank in full for such payment or disbursement by 11:00 A.M., Chicago time, on the date of such payment or disbursement, (ii) a Revolving Loan may not be made in accordance with Section 2 or (iii) any reimbursement received by --------- the Issuing Bank from any Borrower is or must be returned or rescinded upon or during any bankruptcy or reorganization of such Borrower or otherwise, each other Lender with a Revolving Credit Commitment shall be obligated to pay to the Agent for the account of the Issuing Bank, in full or partial payment of the purchase price of its participation in such Letter of Credit, its Pro Rata Share of such payment or disbursement (but no such payment shall diminish the obligations of the Borrowers under Paragraph 2), and, ----------- upon notice from the Issuing Bank, the Agent shall promptly notify each other Lender thereof. Each other Lender irrevocably and unconditionally agrees to so pay to the Agent in immediately available funds for the Issuing Bank's account the amount of such other Lender's Pro Rata Share of such payment or disbursement. If and to the extent any Lender shall not have made such amount available to the Agent by 2:00 P.M., Chicago time, on the Business Day on which such Lender receives notice from the Agent of such payment or disbursement (it being understood that any such notice received after noon, Chicago time, on any Business Day shall be deemed to have been received on the next following Business Day), such Lender agrees to pay interest on such amount to the Agent for the Issuing Bank's account forthwith on demand, for each day from the date such amount was to have been delivered to the Agent to the date such amount is paid, at a rate per annum equal to the Base Rate from time to time in effect. Any Lender's failure to make available to the Agent its Pro Rata Share of any such payment or disbursement shall not relieve any other Lender of its obligation hereunder to make available to the Agent such other Lender's Pro Rata Share of such payment, but no Lender shall be responsible for the failure of any other Lender to make available to the Agent such other Lender's Pro Rata Share of any such payment or disbursement.

Letter of Credit Procedures. (a) The Company or the U.K. Borrower, as the case may be, applicable Borrower shall give notice to the Agent and the Issuing Bank of the proposed issuance of each Letter of Credit for the account of such Borrower on a Business Day which is at least three two Business Days (or such lesser period as to which the Agent and the Issuing Bank may agree) prior to the proposed date of issuance of such Letter of Credit. Each such notice shall be accompanied by 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), applicable Borrower and in all respects reasonably satisfactory to the Issuing Bank, together with such other documentation as the Issuing Bank may reasonably request in support thereof, it being understood that each 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 the earlier of (x) one year from then-scheduled Termination Date unless the date of issuance and (y) five Business Days prior applicable Borrower shall have pledged cash collateral to the Commitment Termination Date (provided that Agent therefor in an amount, and pursuant to documentation, reasonably satisfactory to the FDTH Loan Note Guaranty expiry date may be February 1, 2002 which date may not be extended)Required Banks and the Agent) and whether such Letter of Credit is to be transferable in whole or in part. Subject to the satisfaction of the conditions precedent set forth in Section 11 with respect to the issuance of such Letter of Credit, the Issuing Bank shall issue such Letter of Credit on the requested issuance date. . (b) The Company shall not be entitled to request Borrower, the issuance of a Banks, the Issuing Bank and the Agent agree that, on the Effective Date, each Existing Letter of Credit shall be deemed to have been issued for the account of the Company (or jointly for the account of the Company and any Unrestricted applicable Subsidiary, any U.K. Obligor or any Restricted Subsidiary which is not an Obligor ) hereunder and shall only to be entitled subject to request Letters of Credit denominated in Dollars. The U.the terms and provisions hereof.

Letter of Credit Procedures. The Company or 2.3.1 Issuance/Lender Participation. ----------------------------- (a) Each Letter of Credit, if any, shall be issued pursuant to a separate L/C Application entered into by the U.K. Borrower, as the case may beapplicant, shall give notice completed in a manner satisfactory to the Issuing Bank of Agent, and delivered to the proposed issuance of each Letter of Credit on a Business Day which is Agent at least three five (5) Bank Business Days (or such lesser period as to which the Issuing Bank may agree) prior to the proposed date of issuance of such Letter of Credit. Each such notice shall be accompanied by 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 Issuing Bank, together with such other documentation as the Issuing Bank may reasonably request in support thereof, it being understood that each Letter of Credit Application shall specify, among other things, the date on which the proposed Letter of Credit is to be issued. The terms and conditions set forth in each such L/C Application shall supplement the terms and conditions hereof, but in the event of inconsistency between the terms of any such L/C Application and the terms hereof, the terms hereof shall control. (b) Each Lender shall be deemed to hold a participation interest in each Letter of Credit equal to that Lender's Percentage of the face amount of the that Letter of Credit, . If the expiration date Agent makes any payment pursuant to the terms of such any Letter of Credit and is not promptly reimbursed, the Agent may request that each Lender pay such Lender's Percentage of the unreimbursed amount. Upon receipt of any such request prior to 11:00 a.m. (which California time) on a Bank Business Day, the recipient shall be unconditionally and irrevocably obligated to pay its Percentage of the unreimbursed amount to the Agent in immediately available funds prior to 1:00 p.m. (California time) on such date. Notices received after 11:00 a.m. (California time) shall be deemed to have been received on the following Bank Business Day. If full payment is not be later than made by a Lender when due hereunder, then the earlier of (x) one year applicable Lender agrees to pay to the Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of issuance and (y) five Business Days prior payment to the Commitment Termination Date (provided that Agent, at 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. Subject to the satisfaction greater of the conditions precedent set forth Federal Funds Rate and a rate determined by the Agent in Section 11 accordance with respect to the issuance of such Letter of Credit, the Issuing Bank shall issue such Letter of Credit banking industry rules on the requested issuance date. The Company shall not be entitled to request the issuance of a Letter of Credit for the account of any Unrestricted Subsidiary, 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.interbank

Letter of Credit Procedures. The Company or the U.K. Borrower, as the case may be, --------------------------- shall give notice to the Issuing Bank Bank, with a copy to the Agent, of the proposed issuance of each Letter of Credit on a Business Day which is at least three five Business Days (or such lesser period as fewer Business Days if agreed to which by the Issuing Bank may agreeBank) prior to the proposed date of issuance of such Letter of Credit. Each such notice shall be accompanied by 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 Issuing Bank, together with such other documentation as the Issuing Bank may reasonably request in support thereof, it being understood that each 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, issued and the expiration date of such Letter of Credit (which shall not be later than extend beyond the earlier of (xa) one year from the date of issuance and or (yb) five Business Days 30 days prior to the Commitment Termination Date (provided that the FDTH Loan Note Guaranty expiry date Date). Such notice and Letter of Credit Application may be February 1delivered to the Issuing Bank and the Agent by facsimile; provided, 2002 which date may not be extended)) however, that -------- ------- the original notice and whether Letter of Credit Application are promptly delivered to the Issuing Bank thereafter, but in any event prior to the issuance of such Letter of Credit is to be transferable in whole or in partCredit. Subject to the satisfaction of the conditions precedent set forth in Section 11 4 --------- with respect to the issuance or extension of such Letter of Credit, the Issuing Bank shall issue such Letter of Credit on the requested issuance date. The In the event the Company shall not be entitled to request requests that the issuance expiration date of a any Letter of Credit for be extended, the account Company shall notify the Issuing Bank, with a copy to the Agent, in accordance with the applicable notice provision set forth in the Letter of any Unrestricted SubsidiaryCredit with respect to extensions, any U.K. Obligor or any Restricted Subsidiary or, in the event the Letter of Credit contains no such notice provision, on a Business Day which is not an Obligor at least five Business Days (or fewer Business Days if agreed to by the Issuing Bank) prior to the existing expiration date under the Letter of Credit. Such notice shall be duly executed by the Company and in all respects satisfactory to the Issuing Bank, together with such other documentation as the Issuing Bank may reasonably request in support thereof, and shall only state the proposed extended expiration date (which date shall not extend beyond the earlier of (x) one year from the date of such extension or (y) 30 days prior to the Termination Date). Such notice may be entitled delivered to request the Issuing Bank and the Agent by facsimile; provided, however, that the -------- ------- original notice is promptly delivered to the Issuing Bank thereafter, but in any event prior to the expiration of the applicable Letter of Credit. Subject to the satisfaction of the conditions precedent set forth in Section 4 with respect to the --------- issuance of Letters of Credit, the issuing Bank shall extend the expiration date of such Letter of Credit denominated in Dollars. The U.to the requested expiration date.

Letter of Credit Procedures. The Company (a) Subject to Section 2.1, each Letter of Credit shall be issued or the U.K. Borroweramended, as the case may be, shall give notice 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 copy in each case to the Issuing Bank Administrative Agent) in the form of the proposed issuance of each Letter of Credit on a Business Day which is at least three Business Days (or such lesser period as to which the Issuing Bank may agree) prior to the proposed date of issuance of such Letter of Credit. Each such notice shall be accompanied by a Letter of Credit Application, duly executed appropriately completed and signed by an Executive Officer of the Borrower. Such Letter of Credit Application must be received by the Company Applicable Issuing Party and the Administrative Agent not later than 9:00 a.m. at least two Business Days (or such later date and time as the U.K. BorrowerAdministrative Agent and the Applicable Issuing Party may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be (and if be. In the case of a Restricted Subsidiary in the Financial Group is to be request for an initial issuance of a co-applicantLetter of Credit, such Restricted Subsidiary), and in all respects satisfactory to the Issuing Bank, together with such other documentation as the Issuing Bank may reasonably request in support thereof, it being understood that each Letter of Credit Application shall specifyspecify in form and detail reasonably satisfactory to the Applicable Issuing Party: (A) the name of the account party which, among other thingssubject to Section 5.8, shall be (i) the date on which Borrower, (ii) an Insurance Subsidiary designated by the proposed Borrower or (iii) subject to the Non-Insurance Subsidiary Letter of Credit Sublimit, a Subsidiary which is to be issuednot an Insurance Subsidiary, (B) the amount proposed issuance date of the Letter of Credit, the expiration date of such requested Letter of Credit (which shall not be later than a Business Day); (C) the amount and currency thereof; (D) the expiry date thereof (which shall be the earlier of (x) one year 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; (yF) five Business Days prior the documents to be presented by such beneficiary in case of any drawing thereunder; (G) the Commitment Termination Date full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (provided that H) the FDTH Loan Note Guaranty expiry date may be February 1purpose and nature of the requested Letter of Credit; (I) in the case of Letters of Credit issued for the account of an Insurance Subsidiary, 2002 which date may not be extended)) and whether such Letter of Credit is to be transferable in whole or in 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 Applicable Issuing Party may require. Subject 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 satisfaction Applicable Issuing Party (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the conditions precedent set forth in Section 11 with respect proposed amendment; and (4) 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 other documents and information pertaining to such requested Letter of Credit issuance or amendment, as the Applicable Issuing Party or the Administrative Agent may reasonably require. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving and accordingly the Borrower may during the Availability Period obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (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 Article IX shall not then be satisfied (such conditions, for the avoidance of doubt, being inapplicable to any such amendment that does not constitute an LC Credit Extension), then, subject to the terms and conditions hereof, the Applicable Issuing Bank shall issue such Letter of Credit Party shall, on the requested issuance date. The Company shall not be entitled to request the issuance of , issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Applicable Issuing Party’s usual and customary business practices. The Applicable Issuing Party will promptly notify the Administrative Agent of any Unrestricted Subsidiary, LC Credit Extension and any U.K. Obligor or any Restricted Subsidiary which is not an Obligor and shall only be entitled to request Letters termination of a Letter of Credit denominated prior to its stated expiry date. Immediately upon the issuance of each Fronted Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, without recourse or warranty, purchase from the Fronting Bank a risk participation in Dollarssuch Fronted Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Fronted Letter of Credit. (c) Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the LC Credit Extension so requested complies with the conditions set forth in Section 2.1. (d) The LC Administrator is hereby authorized to execute and deliver each Syndicated Letter of Credit and each amendment to a Syndicated Letter of Credit on behalf of each Lender provided that, upon request of the Borrower, such Syndicated Letter of Credit or amendment will be executed by each Lender. The U.LC Administrator shall use the Applicable Percentage of each Lender as its “Commitment Share” under each Syndicated Letter of Credit. The LC Administrator shall not amend any Syndicated Letter of Credit to change the

Letter of Credit Procedures. (a) The Company Borrower may (on behalf of itself or, to the extent permitted by the 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 by delivering to the U.K. BorrowerAdministrative Agent, the LC Lender’s form of Letter of Credit Application (the “Letter of Credit Application”), substantially in 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 certificates, documents and 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 its renewal for additional periods not exceeding one year as long as (x) each of the Borrower and the applicable LC Lender have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such LC Lender nor the Borrower shall permit any such renewal to extend such expiration date beyond the Final Advance Date. The 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 resulting Letter of Credit could be issued as a new Letter of Credit in accordance with, and subject to, the terms and conditions herein. Notwithstanding anything to the contrary herein, (i) in the event any LC Lender party hereto (the “Requested LC Lender”) is requested to issue a Letter of Credit, such Requested LC Lender may cause another LC Lender (including any LC Lender not a party to this Agreement) to issue all or a portion of such Letter of Credit and (ii) any such Letter of Credit 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, in the event that any such Letter of Credit shall have been issued by an LC Lender that is not party to this Agreement, such Letter of Credit shall be deemed to have been issued 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 LC Lender may, in its sole discretion after consultation with the Borrower and the Servicer, elect not to issue any Letter of Credit unless (w) each Impacted Lender has been replaced, (x) there has been provided Adequate Security for the obligations of each such Impacted Lender 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 doubt, all written consents and notices required under this Section 2.18 may be provided via email communications. (b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight drafts or other written demands for payment when presented for honor thereunder in accordance with the terms thereof and when accompanied by the documents described therein and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or renewal, as the case may be, shall give unless the applicable LC Lender has agreed thereto and the Borrower or the LC Lender has provided prior written notice of the same to the Issuing Bank of Administrative Agent and (iii) have an expiry date not later than the proposed issuance of each Final Advance Date. Each Letter of Credit on a Business Day which is at least three Business Days shall be subject either to (i) the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600, and any amendments or such lesser period as revisions thereof adhered to which by the Issuing Bank may agreeapplicable LC Lender, (ii) prior the International Standby Practices (ISP98-International Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by the proposed date applicable LC Lender or (iii) or the Uniform Customs and Practice for Documentary Credits (1993 Revision) of issuance the International Chamber of such Commerce (Publication No. 500), and, with respect to any Letter of CreditCredit issued for an entity domiciled in West Virginia, both the “Uniform Customs and Practice for Documentary Credits” (2007 Revision) and any amendments or revisions thereof adhered to by the applicable LC Lender, International Chamber of Commerce (Publication No. Each 600) and the Uniform Commercial Code (§§ 46-5-101 et seq. of the West Virginia Code, 1931, as amended) and the other laws of the State of West Virginia, as determined by the applicable LC Lender. (c) The Administrative Agent shall promptly notify the applicable LC Lender and Lenders, at such notice shall be accompanied Person’s respective address for notices hereunder, of the request by the Borrower for 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)hereunder, and in all respects satisfactory to shall provide the Issuing Bank, together applicable LC Lender and Lenders with such other documentation as the Issuing Bank may reasonably request in support thereof, it being understood that each Letter of Credit Application delivered to the Administrative Agent by the Borrower pursuant to subsection (a), above, by the close of business on the day received or if received on a day that is not a Business Day or on any Business Day after 11:00 a.m. New York time on such day, on the next Business Day. (d) The Borrower shall specify, among other things, authorize or direct the date on which the proposed Letter of Credit is applicable LC Lender to be issued, the amount name any member of the Parent Group as an “Applicant” or “Account Party” of any Letter of Credit, the expiration date of such Letter of Credit (which shall not be later than the earlier of (x) one year from the date of issuance and (y) five Business Days prior to the Commitment Termination Date (provided 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. Subject to the satisfaction of the conditions precedent set forth in Section 11 with respect to the issuance of such Letter of Credit, the Issuing Bank shall issue such Letter of Credit on the requested issuance date. The Company shall not be entitled to request the issuance of a Letter of Credit for the account of any Unrestricted Subsidiary, 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..

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 the U.K. Borrower, such other application and agreement for letters of credit as the case such Issuing Lender may be, elect. The Company shall give notice to the Administrative Agent and the Issuing Bank Lender of the proposed issuance of each Letter of Credit on a Business Day which is at least three Business Days (or such lesser period number of days as to which the Administrative Agent and the Issuing Bank may agreeLender 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 a Letter of Credit an L/C 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 BankLender, together with such other documentation as the Administrative Agent or the Issuing Bank Lender may reasonably request in support thereof, it being understood that each Letter of Credit L/C 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 the earlier of twenty (x20) one year from the date of issuance and (y) five Business Days prior to the Commitment scheduled Termination Date (provided that the FDTH Loan Note Guaranty expiry date may be February 1unless such Letter of Credit is Cash Collateralized)), 2002 which date may not be extended)) and whether such Letter of Credit is to be transferable in whole or in part. Subject 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 satisfaction 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 11 12 with respect to the issuance of such Letter of CreditCredit have not been satisfied, the Issuing Bank 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 shall not be entitled to 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 any Unrestricted Subsidiary, any U.K. Obligor the Company and the Company is hereby deemed to be severally obligated on such application or any Restricted Subsidiary which is not agreement. (a) LaSalle agrees to continue outstanding until expiration each of the letters of credit issued by it and listed on Schedule 2.3 and to be an Obligor Issuing Lender hereunder with respect to such letters of credit and shall only be entitled to request the Letters of Credit denominated issued hereunder, (b) JPMorgan Chase Bank (“JPMC”), as assignee of Chase Manhattan Bank USA, N.A., successor in Dollarsinterest to Chase Manhattan Bank Delaware, agrees to continue outstanding until expiration each of the letters of credit issued by it and listed on Schedule 2.3 and to be an Issuing Lender hereunder with respect to such Letters of Credit, and (c) ABN AMRO Bank N.V. (“ABN AMRO”) agrees to continue outstanding until expiration or replacement by LaSalle each of the Letters of Credit issued by it and listed on Schedule 2.3 and to be an Issuing Lender with respect to such Letters of Credit. All letters of credit outstanding under the Prior Credit Agreement (together with all extensions and renewals thereof and amendments thereto after the date hereof) issued by LaSalle, ABN AMRO, or JPMC (and any of its assignors or successors) shall be deemed to be and hereby are Letters of Credit under this Agreement as of the Closing Date and hereafter. If from time to time on any date the aggregate Stated Amount of all Letters of Credit, in the equivalent amount of Dollars at exchange rates then prevailing and available to the Issuing Lender, exceed $75,000,000 (such excess amount, calculated at any time and from time to time, being referred to herein as the “Exchange Rate L/C Excess Amount”), the Company shall thereupon provide Cash Collateral to the Administrative Agent for the benefit of the Issuing Lender and the Lenders (to be held in an interest-bearing account with the Agent) an amount equal to the Exchange Rate L/C Excess Amount, and the Company hereby pledges to the Administrative Agent for the benefit of the Issuing Lender and each Lender, and grants to the Administrative Agent for the benefit of the Issuing Lender and each Lender a security interest in, all such cash and the deposit account to which it is credited, and the proceeds thereof, as security for the Company’s reimbursement obligations with respect to Letters of Credit. Unless an Event of Default has occurred and is continuing, the Administrative Agent shall return to the Company any amount of Cash Collateral which is in excess of the Exchange Rate L/C Excess Amount. (b) Participations in Letters of Credit. Concurrently with the issuance of each Letter of Credit and in connection with each Letter of Credit described on Schedule 2.3 and any extensions and renewals thereof and amendments thereto, the Issuing Lender shall be deemed to have sold and transferred to each Lender with a Commitment, and each such Lender shall be deemed irrevocably and unconditionally to have purchased and received from the Issuing Lender, without recourse or warranty, an undivided interest and participation, to the extent of such Lender’s Pro Rata Share, in such Letter of Credit and the Company’s reimbursement obligations with respect thereto. If the Company does not pay any reimbursement obligation when due, the Company shall be deemed to have immediately requested that the Lenders make a Revolving Loan which is a Base Rate Loan in a principal amount equal to such reimbursement obligations. The U.Administrative Agent shall promptly notify such Lenders of such deemed request and, without the necessity of compliance with the requirements of Section 2.2.2, 12.2 or otherwise such Lender shall make available to the Administrative Agent its Pro Rata Share of such Loan. The proceeds of such Loan shall be paid over by the Administrative Agent to the Issuing Lender for the account of the Company in satisfaction of such reimbursement obligations. For the purposes of this Agreement, the unparticipated portion of each Letter of Credit shall be deemed to be the Issuing Lender’s “participation” therein. The Issuing Lender hereby agrees, upon request of the Administrative Agent or any Lender, to deliver to the Administrative Agent or such Lender a list of all outstanding Letters of Credit issued by the Issuing Lender, together with such information related thereto as the Administrative Agent or such Lender may reasonably request.

Letter of Credit Procedures. (a) The Company or Issuing Bank will issue standby letters of credit, in each case containing such terms and conditions as are permitted by this Agreement and are reasonably satisfactory to the U.K. BorrowerIssuing Bank (each, a “Letter of Credit”), at the request of and for the account of Borrower from time to time before the date which is 30 days prior to the Maturity Date and as more fully set forth below; provided that the case may be, aggregate stated amount of all Letters of Credit shall not at any time exceed $10,000,000.00. Each Bank agrees to purchase a participation in each Letter of Credit. The Commitment amount available for disbursement shall be reduced by the aggregate amount of all outstanding Letters of Credit. (b) The Borrower shall give notice to Agent and the Issuing Bank of the proposed issuance of each Letter of Credit on a Business Day which is at least three (3) Business Days (or such lesser period number of days as to which Agent and the Issuing Bank may agreeshall 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 a Letter of Credit an L/C 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), Borrower and in all respects satisfactory to Agent and the Issuing Bank, together with such other documentation as Agent or the Issuing Bank may reasonably request in support thereof, it being understood that each Letter of Credit L/C 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 the earlier of (x) one year from the date of issuance and (y) five Business Days thirty days prior to the Commitment Termination Date (provided that the FDTH Loan Note Guaranty expiry date may be February 1, 2002 which date may not be extended)Maturity Date) and whether such Letter of Credit is to be transferable in whole or in part. Subject to So long as the satisfaction of Issuing Bank has not received written notice that the conditions precedent for disbursements set forth in Section 11 with respect to the issuance of such Letter of CreditArticle 7 have not been satisfied or waived in writing, the Issuing Bank shall issue such Letter of Credit on the requested issuance date. The Company Issuing Bank shall not be entitled to request promptly advise Agent of the issuance of a each Letter of 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 any L/C Application and the terms of this Agreement, the terms of this Agreement shall control. (c) Concurrently with the issuance of each Letter of Credit, the Issuing Bank shall be deemed to have sold and transferred to each other Bank, and each other Bank shall be deemed irrevocably and unconditionally to have purchased and received from the Issuing Bank, without recourse or warranty, an undivided interest and participation, to the extent of such other Bank’s Pro Rata Share, in such Letter of Credit and the Borrower’s reimbursement obligations with respect thereto. For the purposes of this Agreement, the unparticipated portion of each Letter of Credit shall be deemed to be the Issuing Bank’s “participation” therein. The Issuing Bank hereby agrees, upon request of Agent or any Bank, to deliver to Agent or such Bank a list of all outstanding Letters of Credit issued by the Issuing Bank, together with such information related thereto as Agent or such Bank may reasonably request. (d) The Borrower hereby unconditionally and irrevocably agrees to reimburse the Issuing Bank for each payment or disbursement made by the Issuing Bank under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, within three (3) Business Days of the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Bank is reimbursed by the Borrower therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Applicable Margin from time to time in effect. The Issuing Bank shall notify the Borrower and Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Bank to so notify the Borrower shall not affect the rights of the Issuing Bank or the Banks in any manner whatsoever. (e) In determining whether to pay under any Letter of Credit, the Issuing Bank shall not have any obligation to the Borrower or any Bank other than to confirm that any documents required to be delivered under such Letter of Credit have been delivered and appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted to be taken by the Issuing Bank under or in connection with any Letter of Credit, if taken or omitted in the absence of gross negligence and willful misconduct, shall not impose upon the Issuing Bank any liability to the Borrower or any Bank and shall not reduce or impair the Borrower’s reimbursement obligations set forth in Section 3.6(d) above or the obligations of the Banks pursuant to Section 3.6(f) below. (f) If the Issuing Bank makes any payment or disbursement under any Letter of Credit and the Borrower has not reimbursed the Issuing Bank in full for such payment or disbursement by 11:00A.M., Chicago, Illinois time, on the date of such payment or disbursement, or if any reimbursement received by the Issuing Bank from the Borrower is or must be returned or rescinded upon or during any bankruptcy or reorganization of the Borrower or otherwise, each other Bank shall be obligated to pay to Agent for the account of the Issuing Bank, in full or partial payment of the purchase price of its participation in such Letter of Credit, its Pro Rata Share of such payment or disbursement (but no such payment shall diminish the obligations of the Borrower under Section 3.6(d)), and, upon notice from the Issuing Bank, Agent shall promptly notify each other Bank thereof. Each other Bank irrevocably and unconditionally agrees to so pay to Agent in immediately available funds for the Issuing Bank’s account the amount of such other Bank’s Pro Rata Share of such payment or disbursement. If and to the extent any Unrestricted SubsidiaryBank shall not have made such amount available to Agent by 1:00 P.M., Chicago, Illinois time, on the Business Day on which such Bank receives notice from Agent of such payment or disbursement (it being understood that any U.K. Obligor such notice received after noon, Chicago, Illinois time, on any Business Day shall be deemed to have been received on the next following Business Day), such Bank agrees to pay interest on such amount to Agent for the Issuing Bank’s account forthwith on demand, for each day from the date such amount was to have been delivered to Agent to the date such amount is paid, at a rate per annum equal to (i) for the first three days after demand, the Federal Funds Rate from time to time in effect, and (ii) thereafter, the Base Rate from time to time in effect. Any Bank’s failure to make available to Agent its Pro Rata Share of any such payment or disbursement shall not relieve any Restricted Subsidiary which is not an Obligor and other Bank of its obligation hereunder to make available to Agent such other Bank’s Pro Rata Share of such payment, but no Bank shall only be entitled responsible for the failure of any other Bank to request Letters make available to Agent such other Bank’s Pro Rata Share of Credit denominated in Dollars. The U.any such payment or disbursement.

Letter of Credit Procedures. The Company (a) Subject to Section 2.1, each Letter of Credit shall be issued or the U.K. Borroweramended, as the case may be, shall give notice 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 copy in each case to the Issuing Bank Administrative Agent) in the form of the proposed issuance of each Letter of Credit on a Business Day which is at least three Business Days (or such lesser period as to which the Issuing Bank may agree) prior to the proposed date of issuance of such Letter of Credit. Each such notice shall be accompanied by a Letter of Credit Application, duly executed appropriately completed and signed by an Executive Officer of the Borrower. Such Letter of Credit Application must be received by the Company Applicable Issuing Party and the Administrative Agent not later than 9:00 a.m. at least two Business Days (or such later date and time as the U.K. BorrowerAdministrative Agent and the Applicable Issuing Party may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may be (and if be. In the case of a Restricted Subsidiary in the Financial Group is to be request for an initial issuance of a co-applicantLetter of Credit, such Restricted Subsidiary), and in all respects satisfactory to the Issuing Bank, together with such other documentation as the Issuing Bank may reasonably request in support thereof, it being understood that each Letter of Credit Application shall specifyspecify in form and detail reasonably satisfactory to the Applicable Issuing Party: (A) the name of the account party which, among other thingssubject to Section 5.8, shall be (i) the date on which Borrower, (ii) an Insurance Subsidiary designated by the proposed Borrower or (iii) subject to the Non-Insurance Subsidiary Letter of Credit Sublimit, a Subsidiary which is to be issuednot an Insurance Subsidiary, (B) the amount proposed issuance date of the Letter of Credit, the expiration date of such requested Letter of Credit (which shall not be later than a Business Day); (C) the amount and currency thereof; (D) the expiry date thereof (which shall be the earlier of (x) one year 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; (yF) five Business Days prior the documents to be presented by such beneficiary in case of any drawing thereunder; (G) the Commitment Termination Date full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (provided that H) the FDTH Loan Note Guaranty expiry date may be February 1purpose and nature of the requested Letter of Credit; (I) in the case of Letters of Credit issued for the account of an Insurance Subsidiary, 2002 which date may not be extended)) and whether such Letter of Credit is to be transferable in whole or in 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 Applicable Issuing Party may require. Subject 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 satisfaction Applicable Issuing Party (1) the Letter of Credit to be amended; (2) the proposed date of amendment thereof (which shall be a Business Day); (3) the nature of the conditions precedent set forth in Section 11 with respect proposed amendment; and (4) 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 other documents and information pertaining to such requested Letter of Credit issuance or amendment, as the Applicable Issuing Party or the Administrative Agent may reasonably require. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving and accordingly the Borrower may during the Availability Period obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. (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 Article IX shall not then be satisfied (such conditions, for the avoidance of doubt, being inapplicable to any such amendment that does not constitute an LC Credit Extension), then, subject to the terms and conditions hereof, the Applicable Issuing Bank shall issue such Letter of Credit Party shall, on the requested issuance date. The Company shall not be entitled to request the issuance of , issue a Letter of Credit for the account of the Borrower or enter into the applicable amendment, as the case may be, in each case in accordance with the Applicable Issuing Party’s usual and customary business practices. The Applicable Issuing Party will promptly notify the Administrative Agent of any Unrestricted SubsidiaryLC Credit Extension and any termination of a Letter of Credit prior to its stated expiry date. Immediately upon the issuance of each Fronted Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, without recourse or warranty, purchase from the the Fronting Bank a risk participation in such Fronted Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Fronted Letter of Credit. (c) Each request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the LC Credit Extension so requested complies with the conditions set forth in Section 2.1. (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. The LC Administrator shall not amend any U.K. Obligor Several Letter of Credit to change the “Commitment Shares” of an LC Issuer or add or delete an LC Issuer liable thereunder unless such amendment is done in connection with an assignment in accordance with Section 11.6, a change in the Lenders and/or the Applicable Percentages as a result of any increase in the Aggregate Commitments pursuant to Section 2.11 or any Restricted Subsidiary other addition or replacement of a Lender in accordance with the terms of this Agreement. 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 Agreement with respect to Several Letters of Credit. Upon request, each Lender shall execute such powers of attorney or other document 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 not issue any Letter of Credit, if: (i) the expiry date of such requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Lenders have approved such expiry date; or (ii) the expiry date of such requested Letter of Credit would occur after the LC Expiration Date, unless all the Lenders have approved such expiry date. (f) The Applicable Issuing Party shall not be under any obligation to issue, amend or extend any Letter of Credit if: (i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain an LC Issuer from issuing such Letter of Credit, or any Law applicable to an LC Issuer or any request to an LC Issuer or directive (whether or not having the force of Law) from any Governmental Authority with jurisdiction over an LC Issuer shall prohibit, or request that an LC Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon an LC Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which such LC Issuer is not otherwise compensated hereunder) not in effect on the Effective Date, or shall impose upon an Obligor LC Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which an LC Issuer in good xxxxx xxxxx material to it; (ii) the issuance of such Letter of Credit would violate one or more policies of an LC Issuer applicable to letters of credit generally (it being acknowledged by the Fronting Bank that issuance of Letters of Credit for purposes of supporting reinsurance and insurance obligations or to meet insurance regulatory requirements would not violate any policy); (iii) except as otherwise agreed by the Administrative Agent and the Fronting Bank, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency; (iv) the Fronting Bank does not as of the issuance date of such requested Letter of Credit issue Letters of Credit in the requested currency; (v) such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder; or (vi) any Lender is at that time a Defaulting Lender, unless the Applicable Issuing Party has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Fronting Bank (in its sole discretion) with the Borrower or such Lender to eliminate the Fronting Bank’s actual or potential Fronting Exposure (after giving effect to Section 2.12(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other LC Obligations as to which the Fronting Bank has actual or potential Fronting Exposure, as it may elect in its sole discretion. (g) The Applicable Issuing Party (i) shall only not amend any Letter of Credit if such Applicable Issuing Party would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof and (ii) shall be under no obligation to amend any Letter of Credit if (x) such Applicable Issuing Party would have no obligation at such time under this Agreement to issue such Letter of Credit in its amended form under the terms hereof, or (y) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. (h) The LC Administrator shall act on behalf of the Lenders with respect to any Several Letters of Credit issued hereunder and the documents associated thereto and the Fronting Bank shall act on behalf of the Lenders with respect to any Fronted Letters of Credit issued by the Fronting Bank hereunder and the documents associated therewith, and each of the LC Administrator and the Fronting Bank shall have all of the benefits and immunities (A) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by the LC Administrator or the Fronting Bank, as the case may be, in connection with Letters of Credit issued by it or proposed to be issued by it and documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article X included the LC Administrator and the Fronting Bank with respect to such acts or omissions, and (B) as additionally provided herein with respect to the LC Administrator and the Fronting Bank. The LC Administrator shall be entitled to request issue and amend Several Letters of Credit denominated unless it has received prior written notice from a Lender that a condition to issuance of such Several Letter of Credit has not been satisfied or of the existence of a condition set forth in DollarsSection 3.1(f). (i) 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 Auto-Extension 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 Auto-Extension Letter of Credit is issued. The U.Unless otherwise directed by the 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 Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the Applicable Issuing Party to permit the extension of such Letter of Credit at any time to an expiry date not later than the LC Expiration Date; provided, however, that the Applicable Issuing Party shall not permit any such extension if (A) the Applicable Issuing Party has determined that it would not be permitted, or would have no obligation, at such time to issue such Auto-Extension Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 3.1(d), (e) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 9.2 are not then satisfied, and in each such case directing the Applicable Issuing Party not to permit such extension. (j) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the Applicable Issuing Party will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.

Letter of Credit Procedures. The Company or the U.K. BorrowerTelegraph, as the case may be, shall give notice to the Issuing Bank of the proposed issuance of each Letter of Credit on a Business Day which is at least three Business Days (or such lesser period as to which the Issuing Bank may agree) prior to the Table of Contents proposed date of issuance of such Letter of Credit. Each such notice shall be accompanied by a Letter of Credit Application, duly executed by the Company or the U.K. BorrowerTelegraph, 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 Issuing Bank, together with such other documentation as the Issuing Bank may reasonably request in support thereof, it being understood that each 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 the earlier of (x) one year from the date of issuance and (y) five Business Days prior to the Revolving Commitment Termination Date (provided that Date), the FDTH Loan Note Guaranty expiry date may currency in which such Letter of Credit is to be February 1, 2002 which date may not be extended)) issued and whether such Letter of Credit is to be transferable in whole or in part. Subject to the satisfaction of the conditions precedent set forth in Section 11 with respect to the issuance of such Letter of Credit, the Issuing Bank shall issue such Letter of Credit on the requested issuance date. The Company shall not be entitled to request the issuance of a Letter of Credit for the account of any Unrestricted Subsidiary, any U.K. Obligor or any Restricted Subsidiary which is not an a Restricted Subsidiary Obligor and shall only be entitled to request Letters of Credit denominated in Dollars. The U.Telegraph shall not be entitled to request the issuance of a Letter of Credit for the account of any Person other than itself or a U.K. Obligor and shall only be entitled to request Letters of Credit denominated in Sterling.