Common use of Several Letters of Credit Clause in Contracts

Several Letters of Credit. (a) The L/C 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 L/C Administrator shall use the Commitment Percentage of each Lender as its “Commitment Share” under each Several Letter of Credit; provided that each Limited Fronting Lender (if any), in its capacity as such, shall, in addition to its own “Commitment Share” as a Lender, have a “Commitment Share” (or equivalent term) equal to the Commitment Percentage (or portion thereof, if applicable) of each Non-NAIC Approved Bank for which such Limited Fronting Lender acts in such capacity under such Several Letter of Credit. The L/C Administrator shall not amend any Several Letter of Credit to change the “Commitment Shares” of any Lender or add or delete a Lender liable thereunder unless such amendment is done in connection with a Limited Fronting Lender Agreement in accordance with Section 3.8(c), an assignment in accordance with Section 11.6, a change in the Lenders and/or the Commitment Percentages as a result of any increase in the Commitments pursuant to Section 2.1 or any other addition or replacement of a Lender in accordance with the terms of this Agreement. Each Lender (including, for the avoidance of doubt, each Limited Fronting Lender) hereby irrevocably constitutes and appoints the L/C 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 L/C 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 documents as any beneficiary of any Several Letter of Credit may reasonably request to evidence the authority of the L/C Administrator to execute and deliver such Several Letter of Credit and any amendment or other modification thereto on behalf of the Lenders. To the extent that the L/C Administrator has not received funds from a Lender with respect to a Several Letter of Credit, the L/C Administrator shall only forward the funds actually received to the beneficiary.

Several Letters of Credit. At any time there are any Several Letters of Credit outstanding, concurrently with the effectiveness of such assignment the Several Letters of Credit then outstanding shall be amended (awith the consent of the beneficiary thereof) The to (i) remove the assigning Lender’s liability thereunder, if any, as L/C Administrator is hereby authorized Issuer and (ii) include the assignee Lender as an L/C Issuer thereunder with respect to execute its Commitment Percentage. Subject to acceptance and deliver recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Several Letter Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of Credit the interest assigned by such Assignment and each amendment Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a Several Letter party hereto) but shall continue to be entitled to the benefits of Credit on behalf Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of each Lender such assignment; provided that, upon request of the Borrower, such Several Letter of Credit or amendment will be executed by each Lender. The L/C Administrator shall use the Commitment Percentage of each Lender as its “Commitment Share” under each Several Letter of Credit; provided that each Limited Fronting Lender (if any), in its capacity as such, shall, in addition to its own “Commitment Share” as a Lender, have a “Commitment Share” (or equivalent term) equal except to the Commitment Percentage (extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or portion thereof, if applicable) of each Non-NAIC Approved Bank for which such Limited Fronting Lender acts in such capacity under such Several Letter of Credit. The L/C Administrator shall not amend any Several Letter of Credit to change the “Commitment Shares” release of any Lender or add or delete a Lender liable thereunder unless such amendment is done in connection with a Limited Fronting Lender Agreement in accordance with Section 3.8(c), an assignment in accordance with Section 11.6, a change in the Lenders and/or the Commitment Percentages as a result claim of any increase in the Commitments pursuant to Section 2.1 or any other addition or replacement of a Lender in accordance with the terms of this Agreement. Each Lender (including, for the avoidance of doubt, each Limited Fronting Lender) hereby irrevocably constitutes and appoints the L/C Administrator its true and lawful attorney-in-fact for and on behalf of party hereunder arising from such Lender with full power of substitution and revocation in its own name or in the name of the L/C Administrator to issue, execute and deliver, as the case may be, each Several Letter of Credit and each amendment to having been a Several Letter of Credit and to carry out the purposes of this Agreement with respect to Several Letters of CreditDefaulting Lender. Upon request, each Lender Borrower (at its expense) shall execute such powers of attorney or other documents as any beneficiary of any Several Letter of Credit may reasonably request to evidence the authority of the L/C Administrator to execute and deliver such Several Letter of a Revolving Credit and any amendment Note to the assignee Lender. Any assignment or other modification thereto on behalf of the Lenders. To the extent that the L/C Administrator has not received funds from transfer by a Lender of rights or obligations under this Agreement that does not comply with respect to this subsection shall be treated for purposes of this Agreement as a Several Letter sale by such Lender of Credit, the L/C Administrator shall only forward the funds actually received to the beneficiarya participation in such rights and obligations in accordance with subsection (d) of this Section.

Several Letters of Credit. (a) The L/C Administrator Subject to and upon the terms and conditions set forth herein, each Account Party may request the Issuing Agent, at any time and from time to time on or after the Effective Date and prior to the Commitment Expiration Date, to issue, on behalf of each Lender, for the account of such Account Party and in support of, on a standby basis, Letter of Credit Supportable Obligations of such Account Party to any other Person, and subject to and upon the terms and conditions herein set forth, the Issuing Agent agrees to issue at any time and from time to time on or after the Effective Date and prior to the Commitment Expiration Date one or more irrevocable standby letters of credit denominated in Agreed Currencies and in such form as may be approved by the Issuing Agent which approval shall not be unreasonably withheld or delayed (each such letter of credit, a “Several Letter of Credit” and, collectively, the “Several Letters of Credit”). Subject to the terms and conditions hereof and any other instruments and documents contemplated hereby, it is hereby authorized the intent of the parties hereto that all Letters of Credit shall be clean and irrevocable and otherwise in a form sufficient for the beneficiary cedent to execute take credit on its financial statements for reinsurance recoverables under applicable rules, laws and deliver regulations. Notwithstanding anything herein to the contrary, the Issuing Agent shall have no obligation hereunder to issue any Several Letter of Credit (x) the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is a Sanctioned Country or (ii) in any manner that would result in a violation of any Sanctions by any party to this Agreement or (y) denominated in an Agreed Currency other than Dollars unless each Lender has approved such Agreed Currency for such Several Letter of Credit. (b) Each Several Letter of Credit will be issued by the Issuing Agent on behalf of the Lenders and each Lender will participate in each Several Letter of Credit pro rata in accordance with its Applicable Percentage (subject to the provisions in this Agreement regarding Limited Fronting Lenders). The obligations of each Lender under and in respect of each amendment to a Several Letter of Credit on behalf are several, and the failure by any Lender to perform its obligations hereunder or under any Letter of each Lender provided that, upon request Credit shall not affect the obligations of the Borrower, respective Account Party toward any other party hereto nor shall any other such party be liable for the failure by such Lender to perform its obligations hereunder or under any Several Letter of Credit. (c) Each Several Letter of Credit or amendment will shall be executed and delivered by each Lender. The L/C Administrator shall use the Commitment Percentage of Issuing Agent in the name and on behalf of, and as attorney-in-fact for, each Lender as its “Commitment Share” and the Issuing Agent shall act under each Several Letter of Credit; provided , and each Several Letter of Credit shall expressly provide that the Issuing Agent shall act, as the agent of each Limited Fronting Lender (if any), in its capacity as such, shall, in addition to its own “Commitment Share” as a Lender, have a “Commitment Share” to (or equivalent terma) equal to receive drafts, other demands for payment and other documents presented by the Commitment Percentage (or portion thereof, if applicable) of each Non-NAIC Approved Bank for which such Limited Fronting Lender acts in such capacity beneficiary under such Several Letter of Credit. The L/C Administrator , (b) determine whether such drafts, demands and documents are in compliance with the terms and conditions of such Letter of Credit and (c) notify such Lender and such Account Party that a valid drawing has been made and the date that the related Several Unpaid Drawing is to be made; provided that the Issuing Agent shall not amend have no obligation or liability for any Several Unpaid Drawing under such Letter of Credit, and each Several Letter of Credit to change the “Commitment Shares” of any Lender or add or delete a Lender liable thereunder unless such amendment is done in connection with a Limited Fronting Lender Agreement in accordance with Section 3.8(c), an assignment in accordance with Section 11.6, a change in the Lenders and/or the Commitment Percentages as a result of any increase in the Commitments pursuant to Section 2.1 or any other addition or replacement of a Lender in accordance with the terms of this Agreementshall expressly so provide. Each Lender (including, for the avoidance of doubt, each Limited Fronting Lender) hereby irrevocably constitutes appoints and appoints designates the L/C Administrator Issuing Agent as its true and lawful attorney-in-fact for fact, acting through any duly authorized officer of the Issuing Agent, to execute and deliver in the name and on behalf of such Lender with full power of substitution and revocation in its own name or in the name of the L/C Administrator to issue, execute and deliver, as the case may be, each Several Letter of Credit and each amendment to a Several Letter be issued by such Lender hereunder. Promptly upon the request of Credit and to carry out the purposes of this Agreement with respect to Several Letters of Credit. Upon requestIssuing Agent, each Lender shall execute will furnish to the Issuing Agent such powers of attorney or other documents evidence as any beneficiary of any Several Letter of Credit may reasonably request in order to evidence demonstrate that the authority of Issuing Agent has the L/C Administrator power to act as attorney-in-fact for such Lender to execute and deliver such Several Letter of Credit and any amendment or other modification thereto on behalf of the Lenders. To the extent that the L/C Administrator has not received funds from a Lender with respect to a Several Letter of Credit, the L/C Administrator shall only forward the funds actually received to the beneficiary.

Several Letters of Credit. (a) The L/C Administrator Subject to and upon the terms and conditions set forth herein, each Account Party may request the Issuing Agent, at any time and from time to time on or after the Effective Date and prior to the Commitment Expiration Date, to issue, on behalf of each Lender, for the account of such Account Party and in support of, on a standby basis, Letter of Credit Supportable Obligations of such Account Party to any other Person, and subject to and upon the terms and conditions herein set forth, the Issuing Agent agrees to issue at any time and from time to time on or after the Effective Date and prior to the Commitment Expiration Date one or more irrevocable standby letters of credit denominated in Dollars and in such form as may be approved by the Issuing Agent which approval shall not be unreasonably withheld or delayed (each such letter of credit, a “Several Letter of Credit” and, collectively, the “Several Letters of Credit”). Subject to the terms and conditions hereof and any other instruments and documents contemplated hereby, it is hereby authorized the intent of the parties hereto that all Letters of Credit shall be clean and irrevocable and otherwise in a form sufficient for the beneficiary cedent to execute take credit on its financial statements for reinsurance recoverables under applicable rules, laws and deliver regulations. Notwithstanding anything herein to the contrary, the Issuing Agent shall have no obligation hereunder to issue any Several Letter of Credit the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is a Sanctioned Country or (ii) in any manner that would result in a violation of any Sanctions by any party to this Agreement. (b) Each Several Letter of Credit will be issued by the Issuing Agent on behalf of the Lenders and each Lender will participate in each Several Letter of Credit and each amendment pro rata in accordance with its Applicable Percentage (subject to a Several Letter of Credit on behalf the provisions in this Agreement regarding Limited Fronting Lenders). The obligations of each Lender provided that, upon request under and in respect of the Borrower, such Several Letter of Credit or amendment will be executed by each Lender. The L/C Administrator shall use the Commitment Percentage of each Lender as its “Commitment Share” under each Several Letter of Credit; provided that each Limited Fronting Lender (if any), in its capacity as such, shall, in addition to its own “Commitment Share” as a Lender, have a “Commitment Share” (or equivalent term) equal to the Commitment Percentage (or portion thereof, if applicable) of each Non-NAIC Approved Bank for which such Limited Fronting Lender acts in such capacity under such Several Letter of Credit. The L/C Administrator shall not amend any Several Letter of Credit to change the “Commitment Shares” of any Lender or add or delete a Lender liable thereunder unless such amendment is done in connection with a Limited Fronting Lender Agreement in accordance with Section 3.8(c), an assignment in accordance with Section 11.6, a change in the Lenders and/or the Commitment Percentages as a result of any increase in the Commitments pursuant to Section 2.1 or any other addition or replacement of a Lender in accordance with the terms of this Agreement. Each Lender (including, for the avoidance of doubt, each Limited Fronting Lender) hereby irrevocably constitutes and appoints the L/C 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 L/C Administrator to issue, execute and deliver, as the case may be, each Several Letter of Credit are several, and each amendment the failure by any Lender to a Several perform its obligations hereunder or under any Letter of Credit and shall not affect the obligations of the respective Account Party toward any other party hereto nor shall any other such party be liable for the failure by such Lender 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 perform its obligations hereunder or other documents as any beneficiary of under any Several Letter of Credit may reasonably request to evidence the authority of the L/C Administrator to execute and deliver such Several Letter of Credit and any amendment or other modification thereto on behalf of the Lenders. To the extent that the L/C Administrator has not received funds from a Lender with respect to a Several Letter of Credit, the L/C Administrator shall only forward the funds actually received to the beneficiary.

Several Letters of Credit. (ai) The L/C 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 Revolving Credit Lender provided that, upon request of the relevant Borrower, such Several Letter of Credit or amendment will be executed by each Revolving Credit Lender. The L/C Administrator shall use the Commitment Applicable Percentage of each Revolving Credit Lender as its “Commitment Share” under each Several Letter of Credit; , provided that each Limited Fronting Lender (if any), in its capacity as such, shall, in addition to its own “Commitment Share” as a Revolving Credit Lender, be deemed to have a “Commitment Share” (or equivalent term) equal to the Commitment Applicable Percentage (or portion thereof, if applicable) of each Non-NAIC Approved SLC Bank for which such Limited Fronting Lender acts in such capacity under such Several Letter of Credit. The L/C Administrator shall not amend any Several Letter of Credit to change the “Commitment Shares” of any Revolving Credit Lender or add or delete a Revolving Credit Lender liable thereunder unless such amendment is done in connection with a Limited Fronting Lender Agreement in accordance with Section 3.8(c2.03(f)(iv), an assignment in accordance with Section 11.610.6, a change in the Revolving Credit Lenders and/or the Commitment Applicable Percentages as a result of any increase in the Commitments pursuant to Section 2.1 2.14, an extension of the Revolving Credit Commitments pursuant to Section 2.17 or any other addition or replacement of a Revolving Credit Lender in accordance with the terms of this Agreement. Each Revolving Credit Lender (including, for the avoidance of doubt, each Limited Fronting Lender) hereby irrevocably constitutes and appoints the L/C Administrator its true and lawful attorney-in-fact for and on behalf of such Revolving Credit Lender with full power of substitution and revocation in its own name or in the name of the L/C 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 Revolving Credit Lender shall execute such powers of attorney or other documents as any beneficiary of any Several Letter of Credit may reasonably request to evidence the authority of the L/C Administrator to execute and deliver such Several Letter of Credit and any amendment or other modification thereto on behalf of the Revolving Credit Lenders. To the extent that the L/C Administrator has not received funds from a Revolving Credit Lender with respect to a Several Letter of Credit, the L/C Administrator shall only forward the funds actually received to the beneficiary.