FACILITY LETTER FOR ISSUANCE OF CREDITS FROM: Citibank Europe Plc, a company incorporated in Ireland (with company registration number 132781) whose registered office is at 1 North Wall Quay, Dublin 1, Republic of Ireland (the “Bank"). TO: AXIS...
AXIS RE SE EUR 4.7 million Company Currency Amount (local currency) AXIS SPECIALTY LIMITED AUD 21.7 million AXIS SPECIALTY LIMITED CAD 21 million 6. Change of control: Each Company shall, promptly upon it becoming aware of the event, provide the Bank with notice of any change in that Company’s ownership structure such that its ultimate parent (as at the date of this Facility Letter) ceases to own, directly or indirectly, a majority of the equity of that Company, or upon any announcement of such a restructuring by the parent. The occurrence of any such event shall entitle the Bank, in its reasonable discretion, to terminate the facility made available to the Companies pursuant to this Facility Letter; provided however that (x) in determining whether or not to terminate the facility, the Bank will take into consideration the identity of the new owner and whether such new owner violates the Bank’s anti-money-laundering, know-your-customer and/or credit policies and procedures and (y) if the Bank so requests, the relevant Company agrees to provide (or procure the provision by the new owner) to the Bank such documents, information and other evidence as the Bank may reasonably request in order to comply with the Bank’s anti-money laundering, know-your-customer and credit policies and procedures in relation to the new owner. 7. Security coverage Each Company shall ensure that at all times it complies with any collateral requirements (including but not limited to any collateral requirements requiring a minimum value of collateral to be maintained at any time) set out in any Pledge Agreement or RDA to which it is a party. 8. Data protection. 8.1 Compliance with law. Each party will comply with applicable data protection and privacy laws in processing personal data in connection with its activities under this Facility Letter. Without limiting the foregoing, each Company warrants that: (i) any personal data that it provides to the Bank has been processed fairly and lawfully, is accurate and is relevant for the purposes for which it is provided to the Bank; (ii) if any such personal data is provided to the Bank, it shall provide notice to, and shall seek consent from (and promptly upon the Bank’s request shall provide evidence to the Bank of having provided such notices and/or obtained such consents), data subjects regarding the Bank’s processing of their personal data in accordance with any instructions of the Bank from time to time; and (iii) pursuant to clause (ii) it will provide any such data subjects with a copy of the relevant TTS EEA Privacy Statement accessible at xxxxx://xxx.xxxxxxxx.xxx/xxx/xx/xxx-xxxxxxx-xxxxxxxxxx/xxxxx.xxxx (or such other URL or statement as the Bank may notify to the Companies from time to time). 8.2 Mutual cooperation. Each party will promptly notify, and reasonably cooperate with and provide information to, the other party in respect of any data subject requests, communications from supervisory authorities, or material security incidents relating to the processing of personal data under this Facility Letter, in each case to the extent reasonably necessary to enable the other party to meet its obligations to data subjects and/or supervisory authorities. 8.3 Definitions. The terms ‘personal data’, ‘processing’, ‘data subject’ and ‘supervisory authority’ shall have the respective meanings set forth in the General Data Protection Regulation (EU) 2016/679, as amended or superseded from time-to-time. 9. Recognition of bail-in. 9.1 Notwithstanding any other terms of this Facility Letter, any other Facility Document or any other agreement, arrangement or understanding between the parties, each counterparty (including a Company) to a BRRD Party acknowledges and accepts that any liability of a BRRD Party to it under or in connection with this Facility Letter may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of (i) any Bail-In Action in relation to any such liability, including (without limitation) (A) a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability, (B) a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it and (C) a cancellation of any such liability and (ii) a variation of any terms of this Facility Letter to the extent necessary to give effect to any Bail-In Action in relation to any such liability. 9.2 For the purposes of this Clause 9 (Recognition of Bail-In): (i) "Bail-In Action" means the exercise of any Write-down and Conversion Powers. (ii) "Bail-In Legislation" means, in relation to Ireland, the European
11.4 All Companies must have the same address for service and it must be an address in London, United Kingdom. If the Companies wish to change their address for service, ASL may do so by giving the Bank at least 10 Business Days’ written notice of the new address for service. 12. Designation as a Facility Document The parties designate this Facility Letter as a Facility Document. Although the Bank may withdraw the offer made in this Facility Letter at any time, the offer shall automatically expire at close of business on the 14th day after the date of this Facility Letter unless before such expiry each Company has delivered to the Bank a copy of this Facility Letter duly signed by that Company as indicated below. [SIGNATURE PAGES TO FOLLOW]
Signature page to the Facility Letter Signed for and on behalf of Citibank Europe Plc by: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Position: Director
We accept this Facility Letter and agree to be bound by the Facility Agreement in the capacity as a Company. Signed for and on behalf of AXIS Specialty Limited by: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Position: Director, President & CEO Signed for and on behalf of AXIS Re SE by: /s/ Xxxxx X’Xxxxxxxx Name: Xxxxx X’Xxxxxxxx Position: Director Signed for and on behalf of AXIS Specialty Europe SE by: /s/ Xxxxx X’Xxxxxxxx Xxxx: Xxxxx X’Xxxxxxxx Position: Director Signed for and on behalf of AXIS Insurance Company by: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Position: Director Signed for and on behalf of AXIS Surplus Insurance Company by: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Position: Director Signed for and on behalf of AXIS Reinsurance Company by: /s/ Xxxxxx X. Xxxxxxxx Name: Xxxxxx X. Xxxxxxxx Position: Director