Letter of Credit Procedures. (a) Each Letter of Credit shall be issued or amended, as the case may be, upon the Borrower’s completion of an L/C Application delivered to the L/C Issuer (with a copy to Administrative Agent) and a Borrowing Notice delivered to the Administrative Agent, each appropriately completed and signed by an Authorized Officer of the Borrower. Such L/C Application must be received by the L/C Issuer and Administrative Agent not later than noon, New York time, at least two Business Days (or such later date and time as Administrative Agent and the L/C Issuer 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. In the case of a request for an initial issuance of a Letter of Credit, such L/C Application shall specify in form and detail satisfactory to the L/C Issuer: (i) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (ii) the amount thereof; (iii) the expiry date thereof; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by such beneficiary in case of any drawing thereunder; (vi) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (vii) the purpose and nature of the requested Letter of Credit; and (viii) such other matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such L/C Application shall specify in form and detail satisfactory to the L/C Issuer (w) the Letter of Credit to be amended; (x) the proposed date of amendment thereof (which shall be a Business Day); (y) the nature of the proposed amendment; and (z) such other matters as the L/C Issuer may require. Additionally, the Borrower Representative shall furnish to the L/C Issuer and Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Letter of Credit Documents, as the L/C Issuer or Administrative Agent may require. (b) Promptly after receipt of any L/C Application, the L/C Issuer will confirm with Administrative Agent (by telephone or in writing) that Administrative Agent has received a copy of such L/C Application from the Borrower and, if not, the L/C Issuer will provide Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from any Lender, the Administrative Agent or any Person, 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 in Article 4 shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, 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 L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Letter of Credit. (c) 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 L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
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Letter of Credit Procedures. (a) Each Letter of Credit shall be issued or amended, as the case may be, upon the Borrower’s completion request of an L/C Application the Borrower delivered to the L/C applicable LC Issuer (with a copy to the Administrative Agent) and in the form of a Borrowing Notice delivered to the Administrative AgentLetter of Credit Application, each appropriately completed and signed by an Authorized Executive Officer of the Borrower. Such L/C Letter of Credit Application must be received by the L/C applicable LC Issuer and the Administrative Agent not later than noon, New York time, 9:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and the L/C such LC Issuer 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. In the case of a request for an initial issuance of a Letter of Credit, such L/C Letter of Credit Application shall specify in form and detail reasonably satisfactory to the applicable LC Issuer: (A) the name of the account party which, subject to Section 5.8, shall be (i) the Borrower, (ii) an Insurance Subsidiary designated by the Borrower or (iii) subject to the Non-Insurance Sub L/C Issuer: Sublimit, a Subsidiary which is not an Insurance Subsidiary, (iB) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (iiC) the amount and currency thereof; (iiiD) the expiry date thereofthereof (which shall be the earlier of the date which is twelve months from the date of issuance or the LC Expiration Date); (ivE) the name and address of the beneficiary thereof; (vF) the documents to be presented by such beneficiary in case of any drawing thereunder; (viG) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (viiH) the purpose and nature of the requested Letter of Credit; (I) in the case of Letters of Credit issued for the account of an Insurance Subsidiary, 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 and (viiiK) such other matters as the L/C such LC Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such L/C Letter of Credit Application shall specify in form and detail satisfactory to the L/C applicable LC Issuer (w) the Letter of Credit to be amended; (x) the proposed date of amendment thereof (which shall be a Business Day); (y) the nature of the proposed amendment; and (z) such other matters as the L/C applicable LC Issuer may require. Additionally, the Borrower Representative shall furnish to the L/C applicable LC Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Letter of Credit Documents, as the L/C such LC Issuer or the Administrative Agent may reasonably require.
(b) Promptly after receipt of any L/C Letter of Credit Application, the L/C applicable LC Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such L/C Letter of Credit Application from the Borrower and, if not, the L/C such LC Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C such LC Issuer has received written notice from any Lender, the Administrative Agent or any Personthe 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 4 IX shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C such LC Issuer shall, on the requested date, issue a Letter of Credit for the account of the Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C such LC Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C applicable LC Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share Applicable Percentage times the amount of such Letter of Credit. In the event the Borrower requests that a Letter of Credit be issued for the account of one of its Subsidiaries as permitted hereunder, the Borrower shall be liable for all Obligations under such Letter of Credit as if it had been issued for the account of the Borrower itself.
(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. 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 foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed.
(d) An LC Issuer 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, unless the Required 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.
(e) An LC Issuer 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 such LC Issuer from issuing such Letter of Credit, or any Law applicable to such LC Issuer or any request to such LC Issuer or directive (whether or not having the force of Law) from any Governmental Authority with jurisdiction over such LC Issuer shall prohibit, or request that such LC Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such 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 Amendment Effective Date, or shall impose upon such LC Issuer any unreimbursed loss, cost or expense which was not applicable on the Amendment Effective Date and which such LC Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ material to it;
(ii) the issuance of such Letter of Credit would violate one or more policies of such LC Issuer applicable to letters of credit generally (it being acknowledged by each LC Issuer 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 such LC Issuer, such Letter of Credit is to be denominated in a currency other than Dollars or an Alternative Currency;
(iv) such LC Issuer 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) a default of any Lender’s obligations to fund under Section 3.2(c) exists or any Lender is at such time an Impacted Lender hereunder, unless each LC Issuer has entered into arrangements satisfactory to such LC Issuer in its sole discretion with the Borrower or such Lender to eliminate such LC Issuer’s risk with respect to such Lender hereunder.
(f) An LC Issuer shall not amend any Letter of Credit if such LC Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof.
(g) An LC Issuer shall be under no obligation to amend any Letter of Credit if (i) such LC Issuer 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 (ii) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit.
(h) Each LC Issuer shall act on behalf of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and each LC Issuer shall have all of the benefits and immunities (i) provided to the Administrative Agent in Article X with respect to any acts taken or omissions suffered by such LC Issuer 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 such LC Issuer with respect to such acts or omissions, and (ii) as additionally provided herein with respect to each LC Issuer.
(i) If the Borrower so requests in any applicable Letter of Credit Application, the LC Issuer 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 LC Issuer 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. Unless otherwise directed by the LC Issuer, the Borrower shall not be required to make a specific request to the LC Issuer 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 LC Issuer 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 LC Issuer shall not permit any such extension if (A) the LC Issuer 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 is not then satisfied, and in each such case directing the LC Issuer 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 L/C applicable LC Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
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Letter of Credit Procedures. (a) Each Letter of Credit shall be issued or amended, as the case may be, upon the Borrower’s completion of an L/C Application delivered to the L/C Issuer (with a copy to Administrative Agent) and a Borrowing Notice delivered to the Administrative Agent, each appropriately completed and signed by an Authorized Officer of the Borrower. Such L/C Application must be received by the L/C Issuer and Administrative Agent not later than noon11:00 A.M., New York Chicago time, at least two Business Days (or such later date and time as Administrative Agent and the L/C Issuer 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. In the case of a request for an initial issuance of a Letter of Credit, such L/C Application shall specify in form and detail satisfactory to the L/C Issuer: (i) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (ii) the amount thereof; (iii) the expiry date thereof; (iv) the name and address of the beneficiary thereof; (v) the documents to be presented by such beneficiary in case of any drawing thereunder; (vi) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (vii) the purpose and nature of the requested Letter of Credit; and (viii) such other matters as the L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such L/C Application shall specify in form and detail satisfactory to the L/C Issuer (w) the Letter of Credit to be amended; (x) the proposed date of amendment thereof (which shall be a Business Day); (y) the nature of the proposed amendment; and (z) such other matters as the L/C Issuer may require. Additionally, the Borrower Representative shall furnish to the L/C Issuer and Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Letter of Credit Issuer Documents, as the L/C Issuer or Administrative Agent may require.
(b) Promptly after receipt of any L/C Application, the L/C Issuer will confirm with Administrative Agent (by telephone or in writing) that Administrative Agent has received a copy of such L/C Application from the Borrower and, if not, the L/C Issuer will provide Administrative Agent with a copy thereof. Unless the L/C Issuer has received written notice from any Lender, the Administrative Agent or any Person, 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 in Article 4 shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on the requested date, 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 L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share times the amount of such Letter of Credit.
(c) 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 L/C Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment.
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Letter of Credit Procedures. (a) Each Subject to Section 2.1, each Letter of Credit shall be issued or amended, as the case may be, upon the Borrower’s completion request of an L/C Application the Borrower delivered to (x) the L/C Issuer 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 to Administrative Agent) and a Borrowing Notice delivered in each case to the Administrative Agent) in the form of a Letter of Credit Application, each appropriately completed and signed by an Authorized Executive Officer of the Borrower. Such L/C Letter of Credit Application must be received by the L/C Issuer Applicable Issuing Party and the Administrative Agent not later than noon, New York time, 9:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and the L/C Issuer 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. In the case of a request for an initial issuance of a Letter of Credit, such L/C Letter of Credit Application shall specify in form and detail reasonably satisfactory to the L/C IssuerApplicable Issuing Party: (A) the name of the account party which, subject to Section 5.8, shall be (i) the Borrower, (ii) an Insurance Subsidiary designated by the Borrower or (iii) subject to the Non-Insurance Subsidiary Letter of Credit Sublimit, a Subsidiary which is not an Insurance Subsidiary, (B) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (iiC) the amount and currency thereof; (iiiD) the expiry date thereofthereof (which shall be the earlier of the date which is twelve months from the date of issuance or the LC Expiration Date); (ivE) the name and address of the beneficiary thereof; (vF) the documents to be presented by such beneficiary in case of any drawing thereunder; (viG) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (viiH) the purpose and nature of the requested Letter of Credit; (I) in the case of Letters of Credit issued for the account of an Insurance Subsidiary, 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 (viiiM) such other matters as the L/C Issuer Applicable Issuing Party may require. In the case of a request for an amendment of any outstanding Letter of Credit, such L/C Letter of Credit Application shall specify in form and detail satisfactory to the L/C Issuer Applicable Issuing Party (w1) the Letter of Credit to be amended; (x2) the proposed date of amendment thereof (which shall be a Business Day); (y3) the nature of the proposed amendment; and (z4) such other matters as the L/C Issuer Applicable Issuing Party may require. Additionally, the Borrower Representative shall furnish to the L/C Issuer Applicable Issuing Party and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Letter of Credit Documents, as the L/C Issuer 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 L/C Letter of Credit Application, the L/C Issuer Applicable Issuing Party will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such L/C Letter of Credit Application from the Borrower and, if not, the L/C Issuer Applicable Issuing Party will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer Applicable Issuing Party has received written notice from any Lender, the Administrative Agent or any Personthe 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 4 IX shall not then be satisfiedsatisfied (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 L/C Issuer Applicable Issuing Party shall, on the requested date, 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 L/C IssuerApplicable Issuing Party’s usual and customary business practices. The Applicable Issuing Party will promptly notify the Administrative Agent of any LC 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 L/C Issuer the Fronting Bank a risk participation in such Fronted Letter of Credit in an amount equal to the product of such Lender’s Pro Rata Share 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 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 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 LC Issuer any unreimbursed loss, cost or expense which was not applicable on the Effective Date and which an LC Issuer in good ▇▇▇▇▇ ▇▇▇▇▇ 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 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.
(ch) 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 issue and amend Several Letters of Credit 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 Section 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. 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 L/C Issuer 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.
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