Everest Re (EG) 10-K2022 FY Annual report

Filed: 24 Feb 23, 1:00pm

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Confidential

Exhibit 10.41

Certain information in the marked exhibit below

has been omitted because it is both (i) not material and (ii) is the

type that the registrant

treats as private or confidential.

Omissions are designated as “[*****].”

Standby Letter of Credit

Agreement

(USD $200,000,000 Committed/ USD $100,000,000 Uncommitted)

(Unsecured)

STANDBY LETTER

CREDIT

AGREEMENT

(the

“

Agreement

”),

dated

of November 21, 2022,

and

among

EVEREST

REINSURANCE

(BERMUDA),

LTD.,

company

incorporated and existing

under the laws of Bermuda (the

“

Account

Party

”), and NORDEA BANK ABP,

NEW YORK BRANCH

(together with its successors and assigns, “

Bank

”).

DEFINED

TERMS.

Definitions.

For purposes of this Agreement, in addition to the terms defined

elsewhere herein, the

following

terms

have

the

meanings

set

forth

below

(such

meanings to

equally applicable to the singular and plural forms

thereof):

“

Affected Financial Institution

” means (a) any EEA Financial Institution or (b) any UK

Financial Institution.

“

A.M. Best

” means A.M. Best Company, Inc.

“

Anti-Corruption Laws

” means all laws, rules, and regulations of any jurisdiction

applicable to the Account Party from time to time concerning or relating to bribery or

corruption, including, to the extent applicable, the United States Foreign Corrupt

Practices

Act

1977

and

the

rules

and

regulations

thereunder and

the U.K.

Bribery Act 2010 and the rules and regulations

thereunder.

“

Anti-Money

Laundering

Laws

”

means

any

and

all

laws,

rules

and

regulations

applicable to the Account Party from time to time concerning or relating to terrorism

financing or money laundering, including any applicable provision of the PATRIOT

Act

and The Currency and Foreign Transactions Reporting Act (also known as the “Bank

Secrecy Act,” 31 U.S.C. §§ 5311-5330 and 12 U.S.C. §§ 1818(s), 1820(b) and 1951-1959).

“

Application

” has the meaning set forth in

Section

2(a)

“

Annual Statement

” means, with respect to the Account Party for any fiscal year,

the

annual financial statements of the Account Party as required to be filed with

the

Insurance Regulatory Authority

its

jurisdiction

domicile

and

accordance

with

the

laws

such jurisdiction, together with all exhibits, schedules,

certificates and actuarial opinions required to be filed or delivered therewith.

Confidential

“

Bail-In Action

” means the exercise of any Write-Down and Conversion Powers

by the

applicable Resolution Authority in respect of any liability of an Affected Financial

Institution.

“

Bail-In Legislation

” means (a) with respect to any EEA Member Country

implementing Article 55 of Directive 2014/59/EU of the European Parliament and of

the Council of the European Union, the implementing law, regulation rule or

requirement for such EEA Member Country from time to time which is described in the

EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom,

Part I of

the United Kingdom Banking Act 2009 (as amended from time to time) and any other

law,

regulation or rule applicable in the United Kingdom relating to the resolution of

unsound or failing banks, investment firms or other financial institutions or their

affiliates (other than through liquidation, administration or other insolvency

proceedings).

“

Bankruptcy Law

” means the United States Bankruptcy Code (11 U.S.C. § 101

et seq.

as amended, modified, succeeded or replaced from time to time, and all other

liquidation, conservatorship, bankruptcy, assignment for

the benefit of creditors,

moratorium,

rearrangement, receivership,

insolvency,

reorganization

or similar debtor

relief

laws

of the United States or any state thereof,

Bermuda or any other foreign or other

applicable jurisdictions from time to time in effect and affecting the rights of

creditors

generally.

“

Base Rate

” means, at any time, (a) the rate per annum quoted by the New York

Branch of Nordea as its “Federal Funds Offered Rate” at 4:00 p.m., New York time, on

such Business Day plus (b) 2.00%, or such other rate or series of rates as determined by

Bank and notified to Account Party in writing; provided that, (i) if the day for which

such rate is to be determined is not a Business Day, the Base Rate for such day shall be

such rate as quoted on the immediately preceding Business Day and (ii) if the Base Rate

shall be less than zero, such rate shall be deemed to be zero for purposes of this

Agreement.

“

Business

Day

”

means

any

day

other

than

Saturday,

Sunday

legal

holiday

which banks in Hamilton, Bermuda and New York City, New York,

are open for the

conduct of their commercial banking business.

“

Capital Stock

” means (i) with respect to any Person that is a corporation, any and all

shares, interests or equivalents in capital stock (whether voting or nonvoting, and

whether common or preferred) of such corporation, and (ii) with respect to any Person

that is not a corporation, any and all partnership, membership, limited liability

company

other

equity interests of

such

Person;

and

each

case,

any

and

all

warrants,

rights

options

purchase any of the foregoing.

“

Cash Equivalents

” means (i) securities issued or unconditionally guaranteed by the

United States

America

any

agency

instrumentality

thereof,

backed

the

full

faith and credit of the United States of America and maturing within 90 days from

the date of acquisition, (ii) commercial paper issued by any Person organized under the

laws of the United

States

America,

maturing

within

days

from

the date of

acquisition and,

the time of acquisition, having a rating of at least A 1 or the

Confidential

equivalent thereof by Standard & Poor’s or at least P 1 or the equivalent thereof by

Moody’s, (iii) time deposits and certificates of deposit maturing within 90 days from the

date of issuance and issued by a bank or trust company organized under the laws of the

United States of America or any state thereof that has combined capital and surplus of

at least $500,000,000 and that has (or is a subsidiary of a bank holding

company that

has) a long-term unsecured debt rating of at least A or the equivalent

thereof

S&P

at least

the

equivalent thereof by Moody’s, (iv) repurchase obligations with a term not

exceeding seven (7) days with respect to underlying

securities

the

types

described

clause

(i)

above

entered

into with any bank or trust company meeting the

qualifications specified in clause (iii) above, and (v) money market funds at least 95% of

the assets of which are continuously invested in securities of the type described in

clauses (i) through (iv)

above.

“

Change in Control

” means (a) the acquisition of ownership, directly or indirectly,

beneficially or of record, by any Person or group (within the meaning of the Securities

Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date

hereof), other than Everest Re Group, Ltd. and any of its direct or indirect Subsidiaries,

of Capital Stock representing 25% or more of the aggregate ordinary voting power

represented by the issued and outstanding Capital Stock of the Account Party; or (b) the

acquisition of direct or indirect Control of the Account Party by any Person or group,

other than Everest Re Group, Ltd. and any of its direct or indirect Subsidiaries.

“

Change in Law

” means the occurrence after the date of this Agreement of: (a) the

adoption or effectiveness of any law,

rule, regulation, judicial ruling, judgment or treaty,

(b) any change in any law,

rule, regulation or treaty or in the administration

interpretation, implementation or

application

any

Governmental

Authority

any law,

rule,

regulation or treaty, or (c) the making or issuance by any Governmental

Authority of any request, rule, guideline or directive, whether or not having the force of

law; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank

Wall Street Reform and Consumer Protection Act and all requests,

rules,

guidelines

directives

thereunder

or issued in connection therewith and (ii) all

requests, rules, guidelines or directives concerning capital adequacy promulgated by the

Bank for International Settlements, the Basel Committee on Banking Supervision

(or

any

successor

similar

authority)

the U.S. federal or foreign regulatory

authorities

shall,

each

case,

deemed

“Change in Law,”

regardless of the

date enacted, adopted or

issued.

“

Closing Date

” means November 21, 2022.

“

Code

” means the Internal Revenue Code of 1986, and the rules and regulations

promulgated thereunder.

[*****]

“

Committed Standby Letter of Credit Facility

” means a committed standby letter of

credit in an aggregate principal amount at any time outstanding not to exceed

Confidential

$200,000,000, as such amount may be reduced from time to time pursuant to the

terms hereof.

“

Commitment

” means the obligation of Bank to Issue Letters of Credit for the account

of the Account Party under, and not exceed, the

Committed Standby Letter of Credit

Facility.

“

Commitment Termination Date

” means the earliest to occur of (a) two (2) years from

the Termination Notice Date pursuant to

Section 13(b)

, (b) the date of termination of

the entire Commitment by the Account Party pursuant to

Section 2(h)

, (c) the date of

termination of the Commitment pursuant to

Section

11(a)

and (d) the date that is four

(4) years from the Closing Date (i.e., the fourth anniversary of the Closing Date).

[*****]

“

Control

” means the possession, directly or indirectly, of the power to direct or cause

the direction of the management or policies of a Person, whether through the ability to

exercise voting power,

by contract or otherwise.

“

Controlling

” and “

Controlled

”

have meanings correlative thereto.

[*****]

“

Credit

Documents

”

means,

collectively,

this

Agreement,

the

Letter

Credit

Docu

ments, each Security Document, and each other agreement, document, or instrument

executed and delivered by the Account Party to Bank in connection with any Credit

Document or any Letter of Credit.

[*****]

“

Default

” means any of the events specified in

Section

which with the passage of

time, the giving of notice or any other condition, would constitute an Event of Default.

“

Disqualified Capital Stock

” means, with respect to any Person, any Capital Stock of

such Person that, by its terms (or by the terms of any security into which it is convertible

or for which it is exchangeable), or upon the happening of any event or otherwise, (i)

matures or is mandatorily redeemable or subject to any mandatory

repurchase

requirement, pursuant to a sinking fund obligation or otherwise, (ii) is

redeemable or subject to any mandatory repurchase requirement at the

sole

option

the

holder

thereof, or (iii) is convertible into or exchangeable

for

(whether at

the

option

the issuer or the holder thereof) (A) debt securities

or (B)

any Capital Stock referred to in clause (i) or (ii) above, in each case under clause (i), (ii)

or (iii) above at any time on or prior to the Commitment Termination

Date; provided, however,

that only the portion of Capital Stock that so matures or is

mandatorily redeemable, is so redeemable at the option of the holder thereof, or is so

convertible or exchangeable on or prior to such date shall be deemed to be Disqualified

Capital Stock.

Confidential

“

Dollar Amount

” means, at any time, with respect to any amount denominated in

Dollars, such amount.

“

Dollars

” or “

” means dollars of the United States of America.

“

Draw Date

” has the meaning specified in

Section

2(b)(i)

“

Drawing Document

” has the meaning specified in Section 2(e)(ii).

“

Due Date

” has the meaning specified in

Section

2(b)(i)

“

EEA Financial Institution

” means (a) any credit institution or investment firm established

in any EEA Member Country which is subject to the supervision of an EEA Resolution

Authority, (b) any entity established in an EEA Member Country which is a parent of an

institution described in clause (a) of this definition, or (c) any financial institution

established in an EEA Member Country which is a subsidiary of an institution described

clauses (a) or (b) of this definition and is subject to consolidated supervision with its

parent.

“

EEA Member Country

” means any of the member states of the European Union, Iceland,

Liechtenstein, and Norway.

“

EEA Resolution Authority

” means any public administrative authority or any Person

entrusted with public administrative authority of any EEA Member Country (including any

delegee) having responsibility for the resolution of any EEA Financial Institution.

“

ERISA

”

means

the

Employee

Retirement

Income

Security

Act

1974, as amended.

“

ERISA Affiliate

” means any trade or business (whether or not incorporated) that,

together with the Account Party, is treated

as a single employer

under Section 414(b) or (c) of the Code or Section 4001(14)

of ERISA or, solely for

purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single

employer under Section 414(m) or (o) of the Code.

“

ERISA Event

” means (a) any “reportable event”, as defined in Section 4043 of ERISA or

the regulations issued thereunder with respect to a Plan (other than an event for which

the 30 day notice period is waived); (b) the failure to satisfy the “minimum funding

standard” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not

waived with respect to any Plan; (c) the filing pursuant to Section 412(c) of the Code

or Section 302(c) of ERISA of an application for a waiver of the minimum funding

standard with respect to any Plan; (d) the incurrence by the Account Party or any of its

ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of

any Plan; (e) the receipt by the Account Party or any of its ERISA Affiliates from the PBGC

or a plan administrator of any notice relating to an intention to terminate any Plan or

Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Account

Party or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial

withdrawal of the Account Party or any of its ERISA Affiliates from any Plan or

Multiemployer Plan; or (g) the receipt by the Account Party or any of its ERISA Affiliates

Confidential

of any notice, or the receipt by any Multiemployer Plan from, the Account Party, or any

of its ERISA Affiliates of any notice, concerning the imposition upon the Account Party, or

any of its ERISA Affiliates of Withdrawal Liability or a determination that a Multiemployer

Plan is, or is expected to be, insolvent within the meaning of Title IV of ERISA.

“

EU Bail-In Legislation Schedule

” means the EU Bail-In Legislation Schedule published by

the Loan Market Association (or any successor person), as in effect from time to time.

“

EU Blocking Regulation

” means, collectively, the Council Regulation (EC) No. 2271/96 of

November 22, 1996, as amended by Commission Delegated Regulation (EU) 2018/1100 of

June 6, 2018, Section 7 of the German Foreign Trade Ordinance

(

Außenwirtschaftsverordnung - AWV

), and any other applicable anti-boycott or similar

laws, each as in effect from time to time.

“

Event of Default

” has the meaning specified in

Section

“

Exchange Act

” means the Securities Exchange Act of 1934.

“

FATCA

” means (a) Sections 1471 through 1474 of the Code, as of the date of this

Agreement (or

any

amended

successor

version

that

substantively

comparable

and

not materially more onerous to comply with), any current or future regulations or

official interpretations thereof,

and any agreements entered into pursuant to Section

1471(b)(1) of the Code, (b) any treaty, law,

regulation or other official guidance enacted

in any other jurisdiction, or relating to an intergovernmental agreement between the

United States and any other jurisdiction with the purpose (in either case) of facilitating

the implementation of (a) above, or (c) any agreement pursuant to the implementation

of paragraphs (a) or (b) above with the IRS, the United States government or any

governmental or taxation authority in the United States.

“

Final Expiry Date

”

means

the

date

when

the

Commitment

Termination

Date

has

occurred,

all Letters of Credit have expired or terminated without any pending drawing

thereon, and all Obligations owing hereunder and in the other Credit Documents have

been paid in full.

“

Financial Strength Rating

” means, as to any Person as of any date of determination,

the rating that has been most recently announced by A.M. Best as the “financial

strength rating” of such

Person.

“

Fiscal Year

” means the fiscal year of the Account Party.

“

GAAP

” means generally accepted accounting principles in the United States set forth in

the opinions and pronouncements of the Accounting Principles Board and the American

Institute of Certified Public Accountants and statements and pronouncements of the

Financial Accounting Standards Board or such other principles as may be approved by a

significant segment of the accounting profession in the United States, that are

applicable to the circumstances as of the date of determination, consistently applied.

Confidential

“

Governmental Authority

” means the government of any nation or any political

subdivision thereof, whether at the national, state, territorial, provincial, municipal or

any

other level,

and

any

agency,

authority,

instrumentality,

regulatory

body,

court,

centr

bank or other entity exercising executive, legislative, judicial, taxing, regulatory or

administrative powers or functions of, or

pertaining to, government (including any

supra-

national bodies such as the European Union or the European Central Bank).

“

Hedge

Agreement

”

means

any

interest

foreign

currency

rate

swap,

cap,

collar,

option, hedge, forward rate or other similar agreement or arrangement designed to

protect against

fluctuations in

interest

rates

currency

exchange

rates,

including

any

swap

agreement

(as defined in 11 U.S.C. § 101).

“

Hedge Termination Value

” means, in respect of any one or more Hedge Agreements,

after taking

into

account

the

effect

any

legally

enforceable

netting

agreement

relating

to such Hedge

Agreements,

(a)for any

date

after

the

date

such

Hedge

Agreements

have been closed out and termination value(s) determined in accordance

therewith, such termination value(s), and (b) for any date prior to the date referenced in

clause (a), the amount(s) determined as the mark-to-market value(s) for such Hedge

Agreements, as determined based upon one or more mid-market or other readily

available quotations provided by any recognized dealer in such Hedge Agreements (which

may include Bank or any affiliate of Bank).

“

Indebtedness

” means, with respect to any Person (without duplication), (i) all

indebtedness of

such

Person

for

borrowed

money

respect

loans

advances

(ii)

all obligations of such Person evidenced by notes, bonds, debentures or

similar

instruments, (iii) all reimbursement obligations of such Person with respect to

surety bonds, letters of credit and bankers’ acceptances (in each case, whether or not

drawn or matured and in the stated amount thereof), (iv) all obligations of such Person to

pay the deferred purchase price of property or services, (v) all indebtedness created or

arising under any conditional sale or other title retention agreement with respect to

property

acquired

such

Person, (vi) all obligations of such Person as lessee under

leases that are or are required to be, in accordance with GAAP,

recorded as

capital

finance

leases,

the

extent

such obligations are required to be so

recorded, (vii) all obligations and liabilities of such Person incurred in connection with any

transaction or series of transactions providing for the financing of assets through one or

more securitizations or in connection with, or pursuant to, any synthetic lease or similar

off-balance sheet financing, (viii) all Disqualified Capital Stock issued by such

Person, with

the amount of Indebtedness represented by such Disqualified Capital Stock being equal

to the greater of its voluntary or involuntary liquidation preference and its maximum

fixed repurchase price, but excluding accrued dividends, if any (for purposes hereof, the

“maximum fixed repurchase price” of any Disqualified Capital Stock that does not have

fixed

repurchase

price

shall

calculated

accordance with the terms of such

Disqualified Capital Stock as if such Disqualified Capital Stock were purchased on any

date

which

Indebtedness

shall

required

be determined pursuant to this

Agreement,

and

such

price

based

upon,

measured

by,

the

fair

market value

of such Disqualified Capital Stock, such fair market value shall be determined

Confidential

reasonably and

good

faith

the

board

directors

other

governing

body

he issuer of such Disqualified Capital Stock), (ix) the Hedge Termination Value of such

Person under any Hedge Agreements, calculated as of any date as if such agreement or

arrangement were terminated

such

date,

(x)

all

contingent

obligations

such

Person in respect of Indebtedness of other Persons and (xi) all indebtedness referred to

in clauses (i) through (x) above secured by any Lien on any property or asset owned or

held by such Person regardless of whether the indebtedness secured thereby shall have

been assumed

by such Person or is nonrecourse to the credit of such Person.

“

Instructions

” has the meaning set forth in

Section

2(a)

“

Insurance Regulatory Authority

” means, with respect to the Account Party, the

insurance department or similar Governmental Authority charged with regulating

insurance companies or insurance holding companies, in its jurisdiction of domicile and,

to the extent that it has regulatory authority over the Account Party,

in each other

jurisdiction in which the Account Party conducts business or is licensed to conduct

business.

“

Investment Company Act

” means the Investment Company Act of 1940 (15 U.S.C. §

80(a)(1),

seq.

“

IRS

” means the United States Internal Revenue Service.

“

issue

” means, with respect to any Letter of Credit, to issue, to amend or to extend the

expiry of, or to renew or increase the stated amount of,

such Letter of Credit. The terms

“

issued

”,

“

issuing

” and “

issuance

” have corresponding meanings.

“

Letters of Credit

” means the collective reference to standby letters of credit issued

pursuant to

Section

“

Letter of Credit Documents

” means, with respect to any Letter of Credit, collectively,

any Applications, agreements, instruments, guarantees or other documents (whether

general in application or applicable only to such Letter of Credit) governing or providing

for the

rights

and

obligations

the

parties

concerned

risk

with

respect

ch Letter of Credit.

“

Lien

” means any mortgage, pledge, hypothecation, assignment, security interest, lien

(statutory or otherwise), preference, priority,

charge or other encumbrance of any

nature, whether voluntary or involuntary,

including the interest of any vendor or lessor

under any conditional sale agreement, title retention agreement, capital lease or any

other lease or arrangement having substantially the same effect as any of

the foregoing.

“

Material Adverse Effect

” means a material adverse effect upon (i) the financial

condition, operations, business, properties or assets of the Account Party,

(ii)

the

ability

the

Account

Party to perform its

payment

other

material

obligations

under

this

Agreement

any

the

other

Credit Documents, or (iii)

Confidential

the legality, validity,

or enforceability of this Agreement or any of the other Credit

Documents or the rights and remedies of Bank hereunder and

thereunder.

“

Multiemployer Plan

” means a multiemployer plan as defined in Section 4001(a)(3) of

ERISA.

“

Multiple Employer Plan

” means an employee pension benefit plan with respect to which

the Account Party or any of its ERISA Affiliates is a contributing sponsor, and that has two

(2) or more contributing sponsors at least two (2) of whom are not under common

control, as such a plan is described in Section 4064 of ERISA.

“

Non-Extension Notice Date

” has the meaning given to such term in

Section

2(g)

“

Notice of Non-Extension

” has the meaning given to such term in

Section

2(g)

“

Obligations

” means all obligations and liabilities (including (a) any interest and fees

accruing after the filing of a petition or commencement of a case by or with respect to

the Account Party seeking relief under any applicable Bankruptcy Laws, whether or not

the claim for

such

interest

fees

allowed or allowable in

such

proceeding, (b) the

obligation to provide cash collateral hereunder,

and (c) reimbursement and other

payment obligations

and

liabilities)

the

Account

Party

Bank arising under, or in

connection with, the applicable Credit Document (including

Section

below) any

Application or any Letter of Credit, in each case whether matured or unmatured, absolute

or contingent, now existing or hereafter incurred.

“

OFAC

” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

[*****]

“

Other Taxes

” has the meaning specified in

Section

2(c)

“

Outstanding

Letters

Credit

”

means,

any

date,

the

sum

(a)

the

Stated

Amount of all outstanding Letters of Credit at such time and, without duplication, (b) all

reimbursement obligations in respect of Letters of Credit at such time.

“

PATRIOT

Act

” means the USA PATRIOT

Act (Title III of Pub. L. 107-56 (signed into law

October 26, 2001)).

“

Payment Date

” has the meaning specified in

Section

2(b)(i)

“

PBGC

” means the Pension Benefit Guaranty Corporation referred to and defined in

ERISA and any successor entity performing similar functions.

“

Person

” means any natural person, corporation, limited liability company,

trust, joint

venture, association, company,

partnership, governmental authority or other

entity.

“

Plan

” means any employee pension benefit plan (including a Multiple Employer Plan,

but other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or

Confidential

Section 412 of the Code or Section 302 of ERISA, and in respect of which

the Account

Party or any ERISA Affiliate thereof is (or,

if such plan were terminated, would under

Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5)

ERISA.

[*****]

“

Quarterly Statement

” means, with respect to the Account Party for any fiscal quarter,

the unaudited quarterly financial statements of the Account Party.

“

Requirement of Law

” means, with respect to any Person, the charter, articles,

constitution or certificate of organization or incorporation and by-laws or other

organizational or governing documents of such Person, and any statute, law,

treaty,

rule, regulation, order,

decree, writ, injunction or determination of any arbitrator or

court or other Governmental Authority, in each case applicable to or binding upon such

Person or any of its property or to which such Person or any of its property is subject or

otherwise pertaining to any or all of the transactions contemplated by this Agreement

and the other Credit Documents.

“

Resolution Authority

” means an EEA Resolution Authority or, with respect to any UK

Financial Institution, a UK Resolution Authority.

“

Responsible Officer

” means, as to any Person, the chief executive officer,

president,

chief financial

officer,

controller,

treasurer

assistant

treasurer

such

Person

other officer of such Person designated in writing by the Account Party and

reasonably

acceptable to

Bank;

provided

that,

the

extent

requested

thereby,

Bank

shall

have

received a certificate of such Person certifying as to the incumbency and genuineness of

the signature of each such officer. Any

document delivered hereunder or under any

other Credit Document that is signed by a Responsible Officer of a Person shall

conclusively presumed to have been authorized by all necessary corporate, limited

liability company, partnership and/or other action on the part of such Person and such

Responsible Officer shall be conclusively presumed to have acted on behalf of

such Person.

“

S&P

” means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc.

and any successor thereto.

“

Sanctions

” means any and all economic or financial sanctions, sectoral sanctions,

secondary sanctions,

trade

embargoes

and

anti-terrorism

laws,

including

but

not

limited

to those imposed, administered or enforced from time to time by the U.S.

government (including those administered by OFAC or the U.S. Department of State), the

United Nations Security Council, the European Union, Her Majesty’s Treasury,

or other

relevant sanctions authority.

“

Sanctioned

Country

”

means

any

time,

country,

territory

region

which

itself

the subject or target of any Sanctions.

Confidential

“

Sanctioned Person

” means, at any time, (a) any Person listed in any Sanctions-related

list of designated Persons maintained by OFAC (including, without limitation,

OFAC’s

Specially Designated Nationals

and

Blocked

Persons

List

and

OFAC’s

Consolidated

Non- SDN List), the U.S. Department of State, the United Nations Security Council, the

European Union, Her Majesty’s Treasury,

or other relevant sanctions authority, (b) any

Person located, operating,

organized

resident

Sanctioned

Country

(c)

any

Person owned or controlled by any such Person or Persons described in clauses (a)

and (b), including a

Person

that

deemed

OFAC

Sanctions

target

based

the

ownership of such legal entity by Sanctioned Peron(s).

[*****]

“

Solvent

” means, as to any Person as of any date of determination, that on such

date (a) the fair value of the property of such Person is greater than the total amount of

liabilities, including contingent liabilities, of such Person, (b) the present fair saleable

value of such Person is not less than the amount that will be required to pay the

probable liability of such Person on its debts, including contingent debts, as they

become absolute and matured, (c) such Person does not intend to, and does not believe

that it will, incur debts or liabilities, including contingent debts and liabilities, beyond

such Person’s ability to pay such debts and liabilities as they mature and (d) such Person

is not engaged in a business or a transaction, and is not about to engage in a business or

a transaction, for which such Person’s property would constitute

an unreasonably small

capital.

The amount of any contingent liability at any time shall be computed as the

amount that, in light of all of the facts and circumstances existing at such time,

represents the amount that can reasonably be expected to become an actual or

matured liability.

[*****]

“

Standard Letter of Credit Practice

” means, for Bank, any U.S. federal or state or foreign

law or letter of credit practices applicable in the city in which Bank issued the

applicable Letter

Credit

for

its

branch

correspondent

banks,

such

laws

and

practices applicable in

the

city

which

has

advised,

confirmed

negotiated

such

Letter

Credit,

as the

case

may

be.

Such

practices

shall

(i)

banks

that

regularly

issue

letters

credit in the particular city, and (ii) required or permitted

under the ISP (as defined below) or UCP (as defined below), as chosen in the

applicable

Letter of Credit. “

ISP

” means, International Standby Practices 1998 (International

Chamber of Commerce Publication No. 590) and any subsequent revision thereof

adopted by the International Chamber of Commerce on the date such Letter of Credit is

issued. “

UCP

” means, Uniform Customs

and Practice

for

Documentary

Credits

2007

Revision,

International

Chamber

Commerce Publication No. 600 and any subsequent revision

thereof adopted by the International Chamber of Commerce on the date such Letter of

Credit is issued.

“

Stated Amount

” means, with respect to any Letter of Credit at any time, the aggregate

Dollar Amount available to be drawn thereunder at such time (regardless of whether

any conditions for drawing could then be met).

Confidential

“

Subsidiary

” means as to any Person, any corporation, partnership, limited liability

company or other entity of which more than fifty percent (50%) of the outstanding

Capital Stock having ordinary voting power to elect a majority of the board of directors

(or equivalent governing body) or other managers of such corporation, partnership,

limited liability company or other entity is at the time owned by (directly or indirectly)

such Person (irrespective of whether,

at the time, Capital Stock of any other class or

classes of such corporation, partnership, limited liability company or other entity shall

have or might have voting power by reason of the happening of any contingency).

“

Taxes

” has the meaning specified in

Section

2(c)

“Termination Notice Date

” has the meaning specified in

Section 13(b

[*****]

“

UCC

”

means

the

Uniform

Commercial

Code

effect

on the date hereof in the

State

of New York.

“

UK Financial Institution

”

means any BRRD Undertaking (as such term is defined under

the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom

Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA

Handbook (as amended from time to time) promulgated by the United Kingdom

Financial Conduct Authority, which includes certain credit institutions and investment

firms, and certain affiliates of such credit institutions or investment firms.

“

UK Resolution Authority

” means Bank of England or any other public administrative

authority having responsibility for the resolution of any UK Financial Institution.

[*****]

“

Uncommitted Standby Letter of Credit Facility

” means an uncommitted standby letter

of credit in an aggregate principal amount at any time outstanding not to exceed

$100,000,000, as such amount may be reduced from time to time pursuant to the

terms hereof.

[*****]

“

U.S.

” means United States of America.

“

Withdrawal Liability

” means liability to a Multiemployer Plan as a result of a complete

or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of

Subtitle E of Title IV of ERISA.

“

Write-Down and Conversion Powers

” means, (a) with respect to any EEA Resolution

Authority, the write-down and conversion powers

of such EEA Resolution Authority from

time to time under the Bail-In Legislation for the applicable EEA Member Country, which

write-down and conversion powers are described in the EU Bail-In Legislation Schedule,

and (b) with respect to the United Kingdom,

any powers of the applicable Resolution

Confidential

Authority

under the Bail-In Legislation to cancel, reduce, modify or change the form of a

liability of any UK Financial Institution

or any contract or instrument under which that

liability arises, to convert all or part of that liability into shares, securities or obligations of

that person or any other person, to provide that any such contract or instrument is to

have effect as if a right had been exercised under it or to suspend any obligation in

respect of that liability or any of the powers under that Bail-In Legislation that are related

to or ancillary to any of those powers.

LETTER OF CREDIT FACILITY.

(a)

General.

At the request of the Account Party, Bank agrees, on and subject to the

terms and conditions of this Agreement, to issue (i) standby Letters of Credit for the

account of the Account Party in Dollars under the Committed Standby Letter of

Credit Facility from time to time and (ii) in its sole discretion and solely to the extent

the Committed Standby Letter of Credit Facility has been utilized in full, standby

Letters of Credit for the account of the Account Party in under the Uncommitted

Standby Letter of Credit Facility from time to time, in each case during the period

from the Closing Date to but not including the Commitment Termination Date. The

request to issue a Letter of Credit (an “

Application

”) shall be in such form as Bank

shall from time to time require or agree to accept (including any type of electronic

form or means of communication acceptable to Bank) and, upon the receipt of any

Application, Bank shall process such Application in accordance with its customary

procedures and shall, subject to

Section

, promptly issue the Letter of Credit

requested thereby (but in no event shall Bank be required to issue any

Letter of

Credit

earlier

than

three

Business

Days

after

its

receipt

the

Application

therefor) by issuing the original

of such Letter of Credit to the beneficiary thereof or as otherwise may be

agreed

Bank

and

the

Account

Party.

Inquiries,

communications

and

instructions

(whether written, facsimile or in other electronic form approved by Bank) regarding a

Letter of Credit, an Application and this Agreement are each referred to herein as

“

Instructions

”.

Bank’s

records

the

content

any

Instruction

will

conclusiv

absent manifest error.

Further, except

as required by the terms of this

Agreement, and except as may be provided in a Letter of Credit or otherwise

specifically agreed to in writing by Bank in its sole discretion, Bank shall have no duty

to: (i) issue a replacement Letter of Credit on or before the expiry date of any Letter

of Credit or the end of such term; (ii) issue or refrain from issuing any notice, if a

Letter Credit permits it to do so, of its election to terminate or cancel the Letter

Credit prior to its stated expiry date; (iii) issue or refrain from issuing any notice of its

election to refuse to reinstate the amount of any drawing under a Letter of Credit; or

(iv) otherwise amend or modify a Letter of Credit.

(b)

General Payment Obligations.

For each Letter of Credit, the Account Party shall, as

clause (i)

below,

reimburse

Bank,

and

all

other

clauses

below,

pay

Bank,

in each

case in Dollars (unless Bank agrees otherwise with Account Party):

Confidential

(i)

with respect to a drawing under any Letter of Credit, the amount of each

drawing paid by Bank thereunder (such date of payment hereinafter referred to

as the “

Draw Date

”) no later than the first succeeding Business Day after the

Account Party’s receipt of notice of such payment by Bank (the “

Due Date

”),

with

interest as provided below on the amount so paid by Bank (to the extent

not reimbursed prior to 2:00 p.m. Eastern Time on the Draw Date) for the

period from the Draw Date to the date the reimbursement obligation created

thereby is satisfied in full (the “

Payment Date

”). If the Payment Date is on or

prior to the Due Date, such interest shall

payable

the

Base

Rate as

effect

from

time

during

the period from the Draw Date to the Payment Date. If the Payment

Date is after the Due Date, such interest shall be payable (x) as provided in the

preceding sentence during the period from and including the Draw Date to and

not including the Due Date, and (y) at the Base Rate as in effect from time to

time plus 2% from and including the Due Date to and not including the

Payment Date;

(ii)

[*****]

(iii)

except as otherwise provided in clause (i) above and clause (iv) below,

interest on

each amount

payable

the

Account

Party

under

the

applicable

Credit

Documents for each

day

from

and

including

the

date

such

payment

due

to and

not

including the date of payment, on demand, at a rate per annum

equal to the Base Rate as in effect from time to time plus 2%;

(iv)

within ten (10) days of demand, Bank’s documented out-of-pocket costs and

expenses (including the reasonable and documented legal fees, charges and

disbursements of outside counsel to Bank incurred in connection with the

protection or enforcement of Bank’s rights against

the Account Party under this

Agreement and the other applicable Credit Documents and any correspondent

bank’s documented

charges

thereto),

with

interest

from

the

date

demand by Bank to and not including the date of payment by the Account Party,

at a rate per annum equal to the Base Rate as in effect from time to time

plus

2%;

(v)

if as a result of any Change in Law, Bank determines that the cost to Bank of

issuing or maintaining any Letter of Credit is increased (excluding, for purposes

of this clause (a)(v), any such increased costs resulting from (A) income taxes,

franchise

taxes

and

similar

taxes

imposed

Bank

any

taxing

authorit

y, any U.S.

federal withholding taxes imposed under FATCA

and Other Taxes (in

each case as

which

Section

2(c)

shall

govern)

and

(B)

changes

the

basis

taxation of overall net income or overall gross income by the U.S. or by

the foreign jurisdiction or state under the laws of which Bank is organized or has

its lending office or any political subdivision thereof), then the Account Party

will pay to Bank, from time to time, within ten (10) days after demand by Bank,

which

Confidential

demand shall

include

statement

the

basis

for

such

demand

and

calculation

in reasonable detail of the amount demanded, additional amounts

sufficient to compensate Bank for such increased cost. A certificate as to the

amount of such increased cost, submitted to the Account Party by Bank, shall be

conclusive and binding for all purposes, absent manifest error; and

(vi)

if Bank determines that any Change in Law affecting Bank or any lending office

of Bank or Bank’s holding company regarding capital or liquidity requirements

has or would have the effect of reducing the rate of return on Bank’s

capital or

on the capital of Bank’s holding company as a consequence of this Agreement

or the Letters of Credit issued by Bank to a level below that which Bank or

Bank’s holding company could have achieved but for such Change in Law (taking

into consideration Bank’s or its holding company’s

policies with respect to

capital adequacy), then from time to time the Account Party will pay to Bank

within

ten (10) days after demand by Bank, which demand shall include a

statement of the basis for such demand and a calculation in reasonable detail of

the amount

demanded, such

additional

amount

amounts

will

compensate

Bank

Bank’s holding company

for

any

such

reduction

suffered.

certificate

such

amounts submitted to the Account Party by Bank shall be conclusive

and binding for all purposes, absent manifest error. Bank shall use reasonable

efforts to designate a different lending office if such designation will avoid (or

reduce the cost to the Account Party of) any event described in the preceding

sentence and such designation will not, in Bank’s

good faith judgment, subject

Bank to any unreimbursed cost or expense and would not otherwise be

disadvantageous to Bank.

Notwithstanding the provisions of clause (v) or (vi) above or

Section

2(c)

below

(and without limiting the immediately preceding paragraph), Bank shall not be

entitled to compensation from the Account Party for any amount arising prior to

the date which is 180 days before the date on which Bank notifies the Account

Party of such event or circumstance (except that if such event or circumstance is

retroactive, then such 180-day period shall be extended to include the period of

retroactive effect thereof).

Any payments received

Bank

pursuant

the

Credit

Documents after 1:00

p.m. Eastern shall be deemed to have been made on the next succeeding

Business Day for all purposes under the Credit Documents.

(c)

Immediately Available Funds; No Withholding.

All reimbursements and payments by or

on behalf of the Account Party shall be made in immediately available funds, free and

clear of and without deduction for any present or future Taxes, set-off

or other

liabilities, to such location as Bank may reasonably designate from time to time. The

Account Party shall pay all withholding taxes and Other Taxes

imposed by any taxing

authority on

reimbursement or

payment

under

any

Letter

Credit

and

any

Credit

Document,

shall indemnify Bank against all liabilities, costs, claims and expenses resulting from

Bank having to

pay

from

any

omission

pay

delay

paying

any

such taxes,

except

the extent that such taxes are determined by a court of

competent jurisdiction by a final and nonappealable judgment to have resulted from the

Confidential

gross negligence or willful misconduct of Bank. Any such indemnification payment shall

be made within ten (10) days from the date Bank makes written demand therefor.

“

Taxes

” means all taxes, fees, duties, levies, imposts, deductions, charges or

withholdings of any kind (other than income taxes, franchise taxes and similar taxes

imposed on Bank by any taxing authority and any U.S. federal withholding taxes

imposed under FATCA).

“

Other Taxes

” means all present or future stamp, documentary,

excise, property or similar taxes, charges or levies that arise from any payment made

hereunder or from the execution, delivery or registration of,

performance under, or

otherwise with respect to, this Agreement or any other Credit Document.

(d)

Automatic Debit and Set-Off.

Upon the occurrence and during the continuance of any

Event of Default with respect to the Account Party,

Bank (which term shall include

Bank’s branches and affiliates for purposes of this paragraph) may

(but shall not be

required to), without demand for reimbursement or payment or notice to the Account

Party,

and in addition to any other right of set-off that Bank may have, debit any

account or accounts, irrespective of the currency of such account or accounts,

maintained by

the

Account

Party

with

any

office

Bank

(now

the

future)

and

set-off and apply (i) any

balance or deposits (general, special, time, demand, provisional, final, matured or

absolute) in the account(s) and (ii) any sums due or payable from Bank, to the payment

of any and all Obligations owed by the Account Party to Bank, irrespective of whether

Bank shall have made any demand under this Agreement and although such Obligations

may be contingent or unmatured.

Bank agrees promptly to notify the Account

Party after

any

such

set-off

and

application;

provided,

however,

that

the

failure

give

such

notice shall not affect the validity of such set-off and application.

(e)

Obligations Absolute.

The Account Party’s reimbursement and payment obligations

under this

Section

are absolute, unconditional and irrevocable and shall be

performed strictly in accordance with the terms of this Agreement under any and all

circumstances whatsoever,

including, without limitation:

(i)

any lack of validity, enforceability or legal effect

of any Letter of Credit or any

Credit Document or any term or provision therein;

(ii)

payment

against

presentation

any

draft,

demand

claim

for

payment

under

any Letter of Credit or other document presented for purposes of

drawing under any Letter of Credit (individually,

a “

Drawing Document

” and

collectively, the “

Drawing

Documents

”) that does not comply in whole or in

part with the terms of the applicable Letter of Credit or which proves to be

fraudulent, forged or invalid in any respect or any statement

therein proving to

be untrue or inaccurate in any respect, or which is signed, issued or presented

by a Person or a transferee

of such

Person

purporting

successor

transferee

the

beneficiary

such Letter of Credit;

(iii)

Bank or any of its branches or affiliates being the beneficiary of any Letter of

Credit;

Confidential

(iv)

Bank

any

correspondent

bank

honoring

drawing

against

Drawing

Document up to the amount available under any Letter of Credit even if such

Drawing Document claims an amount in excess of the amount available under

such Letter of Credit;

(v)

the

existence

any

claim,

setoff,

defense

other

right

that

Account

Part

any other Person may have at any time against any beneficiary or any

assignee of proceeds, Bank or any other Person;

(vi)

if any other Person shall at any time have guaranteed or otherwise agreed to be

liable for any of the Obligations or granted any security therefor,

any change in

the time, manner or place of payment of or any other term of the obligations of

such other Person, or any exchange, change, waiver,

release of, or failure or

lapse of perfection of any grant of any collateral for,

or any other Person’s

guarantee of or other liability for,

any of the Obligations;

(vii)

any replacement, extension or modification of each Letter of Credit or waiver of

discrepancies authorized by the Account Party;

(viii)

any agreement by Bank or any beneficiary of any Letter of Credit extending or

shortening Bank’s time after presentation to examine documents or to honor or

give notice of discrepancies shall be deemed to not reduce or impair the

Account Party’s Obligations

;

(ix)

any

other

event,

circumstance

conduct

whatsoever,

whether or not

similar

any of the

foregoing

that

might,

but

for

this

Section

(e)

constitute

legal

equitable defense to or discharge of, or provide a right of set-off

against, the Obligations, whether against Bank, the beneficiary or any

other Person;

provided,

however,

that

subject

Section

5(b)

below,

the

foregoing

shall

not

release

Bank from such liability to the Account Party as may be determined by a court

of competent

jurisdiction by

final

and

nonappealable

judgment

against

Bank

following

reimbursement and/or payment of the Obligations.

(f)

Computation of Interest and Fees; Maximum Rate.

All computations of interest and

fees to

made

hereunder

and

under

any

other

Credit

Document

shall

made

the

basis of a year consisting of (i) in the case of interest determined with reference

to the Base Rate, 365/366

days,

the

case

may

be,

(ii)

all

other

instances,

360

days;

and

each case under (i) and (ii), for the actual number of days elapsed

(including the first day but excluding the last day) occurring in the period for which such

interest or fee is payable. In no contingency or event whatsoever shall the aggregate of

all amounts deemed interest

under this

Agreement

charged

collected

pursuant

the

terms

this

Agreement

exceed the highest rate permissible under any applicable law

Confidential

which a court of competent jurisdiction shall, in a final determination, deem applicable

hereto. In the event that such a court determines that

Bank has charged or received

interest hereunder in excess of the highest applicable rate, the rate

in effect hereunder

shall automatically be reduced to the maximum rate

permitted

applicable

law

and

Bank

shall

its

option

(i)

promptly

refund to the Account Party any interest received

by Bank in excess of the maximum lawful rate or (ii) apply such excess to any

outstanding Obligations. It is the intent hereof that the Account Party not pay or

contract to pay,

and that Bank not receive or contract to receive, directly or indirectly in

any manner whatsoever,

interest in excess of that which may be paid by the Account

Party under applicable law.

(g)

Expiry Date of Letters of Credit

. Each Letter of Credit shall expire at or prior to the

earlier of

(i)

the

business

the

date

one

year

after

the

date

the

issuance

of such Letter of Credit (or, in the case of any renewal or extension thereof,

one

year after such renewal or extension), or (ii) the Commitment Termination

Date; provided,

however,

if the Account

Party so

requests

any

applicable

Application,

Bank

agrees

issue

Letter

Credit

that provides for the automatic extension for successive periods

of one year or less until Bank shall have

delivered

prior

written

notice

non-

extension to

the

beneficiary

such

Letter

of Credit (a “

Notice of Non-Extension

”) no

later than 60 days prior to the stated maturity date specified in such Letter of Credit

(such time, the “

Non-Extension

Notice

Date

”).

The Account Party

acknowledges

that

Bank

shall

not

required

extend

any

Letter of

Credit if Bank has determined that it would

have no obligation at such time to issue such Letter of Credit (as extended) under the

terms hereof.

(h)

Permanent Reduction of Commitment.

The Account Party shall have the right at any

time and from time to time, upon at least three Business Days’ prior irrevocable written

notice to Bank, to permanently reduce, without premium or penalty, (i) the entire

Commitment at any time or (ii) portions of the Commitment, from time to time, in an

aggregate principal amount not less than $3,000,000 or any whole multiple of

$1,000,000 in excess

thereof.

[*****]

ACCOUNT

PARTY’S

RESPONSIBILITY

The

Account

Party

responsible

for

approving

the final text of any Letter of Credit issued by Bank for its account, irrespective of any assistance

Bank may provide such as drafting or recommending text or by Bank’s use or refusal to use text

submitted by the Account Party.

The Account Party is solely responsible for the suitability of the

Letter of Credit for the Account Party’s purposes. The Account Party will examine the copy of each

Letter of Credit issued for its

account and

any

other

documents

sent

Bank

connection

with

such

Letter

Credit

and

shall

promptly notify Bank in writing of any non-compliance with the Account

Confidential

Party’s Instructions and of any discrepancy in any document under any presentment or other

irregularity. The Account Party understands

that the final form

of any

Letter

Credit

may

subject

such

revisions

and

changes

are

deemed

necessary

appropriate by Bank in

accordance with standard industry practice and the Account Party hereby consents to such revisions

and changes.

CONDITIONS OF CLOSING AND

ISSUANCE.

(a)

Conditions Precedent to Closing.

The obligation of Bank to close this Agreement

and to issue any Letters of Credit on the Closing Date is subject to the satisfaction of

each of the following conditions:

(i)

Executed Credit Documents

. This Agreement, together with any other

applicable Credit Documents, shall have been duly authorized, executed

and delivered to Bank by the parties thereto, shall be in full force and effect

and no Default or Event of Default shall exist hereunder or thereunder.

(ii)

Closing

Certificates;

Etc.

Bank

shall

have

received

each

the

following

form and substance reasonably satisfactory to Bank:

(A)

Officer’s Certificate

. A certificate from a Responsible Officer of

the

Account Party

the

effect

that

(I)

all

representations

and

warranties

the

Account

Party contained in

this

Agreement

and

the

other

Credit

Documents

are

true,

correct

and

complete in all material respects (except to the extent any

such representation and warranty is qualified by materiality or reference to

Material Adverse Effect, in which case such representation

and warranty shall be

true, correct and complete in all respects); and (II) as of the Closing Date, no Default

or Event of Default has occurred and is continuing.

(B)

Certificate of Secretary of the Account Party

. A certificate of a

Responsible Officer

the

Account

Party certifying as

the

incumbency

and

genuineness of the

signature

each

officer

the

Account

Party

executing

Credit

Documents

which

party

and

certifying

that

attached

thereto

true,

correct

and

complete

copy

of (I) the memorandum of

association (or equivalent), as applicable, of the Account Party and all amendments

thereto, certified as of a recent date by the appropriate Governmental Authority in

its jurisdiction of incorporation, organization or formation (or equivalent), as

applicable, (II)

the

by-laws

other

governing

document

the

Account

Party

effect on the Closing Date, (III) resolutions duly adopted by the board of

directors (or other governing body) of the Account Party authorizing and approving

the transactions contemplated hereunder and the execution, delivery and

performance of this Agreement and the other Credit Documents to which it is a

party, and (IV) each certificate required to be delivered pursuant

Section

4(a)(ii)(C)

Confidential

(C)

Certificates of Good Standing

. Certificates as of a recent date of

the good standing of the Account Party under the laws of its jurisdiction of

incorporation, organization or formation (or equivalent), as applicable, and, to the

extent requested by Bank, each other jurisdiction where the Account Party is

qualified to do

business.

(D)

Opinions of Counsel

. Opinions of counsel to the Account Party

addressed to

Bank

with

respect

the

Account

Party,

the Credit

Documents

and

such

other matters as Bank shall request (which such opinions shall expressly

permit reliance by permitted successors and assigns of Bank).

The Account Party

requests that such counsel deliver such opinions.

(iii)

[Reserved]

(iv)

Consents;

Defaults

(A)

Governmental and Third Party Approvals

. The Account Party shall

have received all material governmental, shareholder and third party consents and

approvals necessary (or any other material consents as determined in the reasonable

discretion of Bank) in connection with the transactions contemplated by this Agreement

and the other Credit Documents and all applicable waiting periods shall have expired

without

any

action

being

taken

any

Person

that

would

reasonably

expected

restrai

n, prevent or impose any material adverse conditions on the Account Party or such

other transactions or that could seek or threaten any of the foregoing, and no law or

regulation shall be applicable which in the reasonable judgment of Bank would

reasonably be expected to have such effect.

(B)

No Injunction, Etc

. No action, proceeding or investigation shall have

been instituted, threatened in writing or proposed in writing before any Governmental

Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of,

or which is related to or arises out of this Agreement or the other Credit Documents or

the

consummation of

the

transactions

contemplated

hereby

thereby,

which,

Bank’s

sole discretion, would

make

inadvisable

consummate

the

transactions

contemplated

this Agreement or the other Credit Documents or the consummation

of the transactions contemplated hereby or thereby.

(v)

[Reserved]

(vi)

Miscellaneous

(A)

PATRIOT

Act, etc

. The Account Party shall have provided to Bank the

documentation and other information requested by Bank in order to comply with

requirements of any Anti-Money Laundering Laws, including, without limitation, the

PATRIOT

Act and any applicable “know your customer” rules and

regulations.

Confidential

(B)