FACILITY LETTER FOR ISSUANCE OF PAYMENT INSTRUMENTS
|FROM: || |
Citibank Europe Plc, a company incorporated in Ireland (with company registration number 132781) whose registered office is at 1 North Wall Quay, Dublin 1, Republic of Ireland (the Bank).
| ||(1) || |
Renaissance Reinsurance Ltd, a company incorporated in Bermuda (with company registration number18386) whose registered office is at Renaissance House, 12 E Broadway, HM 19, Bermuda;
| ||(2) || |
RenaissanceRe Speciality U.S. Ltd, a company incorporated in Bermuda (with company registration number47409) whose registered office is at Renaissance House, 12 E Broadway, HM 19, Bermuda;
| ||(3) || |
Renaissance Reinsurance U.S. Inc, a company incorporated in the State of Maryland (with Department ID Number D04271870) whose registered office is at CSC-Lawyers Incorporating Service Company, 7 St. Paul Street, Suite 820, Baltimore, MD 21202, USA; and
| ||(4) || |
Tokio Millenium Re AG (to be renamed RenaissanceRe Europe AG on or about the date hereof), a company incorporated in Switzerland (with company registration number CHE-204.370.626) whose registered office is at 6th Floor, Beethovenstrasse 33, CH-8002 Zurich.
DATE: 22 March 2019
|1. || |
Master Agreement: We refer to and incorporate into this Facility Letter the provisions of the master agreement for issuance of payment instruments dated 22 March 2019 between the Existing Companies and the Bank (the Master Agreement). Unless otherwise indicated, capitalised words used in this Facility Letter shall have the same meanings given to them in the Master Agreement.
|2. || |
Acceding Companies: Acceding Companies may become party to this Facility Letter from time to time in accordance with clause 2.8 of the Master Agreement.
|3. || |
Uncommitted facility: Subject to the terms of the Master Agreement, the Bank makes available to the Companies an uncommitted unsecured payment instrument issuance facility. Clause 2.6 (Facility limit) of the Master Agreement shall not apply.
|4. || |
Dates: The Issuance Cut-Off Date and Facility Expiry Date shall be notified by the Bank to the Companies from time to time.
| ||(a) || |
The Base Currency is: US dollars
| ||(b) || |
The Approved Currencies are:
| ||(i) || |
euros, British sterling, Hong Kong dollars, Japanese yen, Australian dollars, New Zealand dollars, Canadian dollars;
| ||(ii) || |
the Base Currency; and
| ||(iii) || |
any currency which the Company may designate as such from time to time, subject to the prior written consent of the Bank.
excluding any currency which the Bank may notify the Companies as no longer being an Approved Currency.
|6. || |
Initial conditions precedent: Pursuant to clause 2.2 (Conditions precedent to first utilisation) of the Master Agreement the conditions precedent to first utilisation are set out in schedule 1 (Conditions precedent to first utilisation).
|7. || |
Change of control: The Controlling Party is RenaissanceRe Holdings Ltd, a company organised and existing under the laws of Bermuda whose registered office address is Renaissance House, 12 Crow Lane, Pembroke HM19, Bermuda.
|8.1 || |
Compliance with law. Each party will comply with applicable data protection and privacy laws in processing personal data in connection with its activities under this Facility Letter. Without limiting the foregoing, each Company warrants that: (i) any personal data that it provides to the Bank has been processed fairly and lawfully, is accurate and is relevant for the purposes for which it is provided to the Bank; and (ii) it shall provide notice to, and shall seek consent from (and promptly upon the Banks request shall provide evidence to the Bank of having provided such notices and/or obtained such consents), data subjects regarding the Banks processing of their personal data, in each case to the extent required by applicable data protection or privacy laws. The Company acknowledges that it can assess the relevant TTS EEA Privacy Statement at https://www.citibank.com/tts/sa/tts-privacy-statements/index.html (or such other URL or statement as the Bank may notify to the Companies from time to time).
|8.2 || |
Mutual cooperation. Each party will promptly notify, and reasonably cooperate with and provide information to, the other party in respect of any data subject requests, communications from supervisory authorities, or material security incidents relating to the processing of personal data under this Facility Letter, in each case to the extent reasonably necessary to enable the other party to meet its obligations to data subjects and/or supervisory authorities.
Definitions. The terms personal data, processing, data subject and supervisory authority shall have the respective meanings set forth in the General Data Protection Regulation (EU) 2016/679, as amended or superseded from time-to-time.
Although the Bank may withdraw the offer made in this Facility Letter at any time, the offer shall automatically expire at close of business on the 14th day after the date of this Facility Letter unless before such expiry the Company has delivered to the Bank a copy of this Facility Letter duly signed by each Existing Company as indicated below.
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