Common use of Guarantee Payments Clause in Contracts

Guarantee Payments. (a) Upon receipt of a LC Demand, the Issuing Bank shall promptly notify the Facility Agent and the Facility Agent shall promptly notify each of the Lenders and the Borrower of: (i) that LC Demand; (ii) the amount (Due Amount) demanded thereunder in accordance with its provisions; and (iii) the date (Due Date) on which the Due Amount is due to be paid by the Issuing Bank in accordance with its provisions. (b) On the Due Date, the Issuing Bank shall (subject to paragraph (c) below) pay the Due Amount to the LC Beneficiary (or as it may direct in the LC Demand) and, without prejudice to the generality of clause 7.1, each of the Lenders, the Facility Agent and the Borrower hereby irrevocably and unconditionally authorises and instructs the Issuing Bank to do so. (c) Each of the LC Lenders shall pay to the Issuing Bank for value at least two (2) Business Days prior to the Due Date its proportion (calculated in accordance with clause 2.1(d)) of the Due Amount in the ▇▇ ▇▇▇▇ Collateral Account in accordance with clause 40 (Payment mechanics). For the avoidance of doubt, the obligations of the LC Lenders under this clause 7.2 shall apply regardless of whether a Default has occurred and is continuing at such time. (d) Each of the parties to this Agreement agrees that any Due Amount paid by the Issuing Bank shall, as from the Due Date of the relevant Due Amount, constitute an LC Loan (except to the extent such Due Amount was paid from the ▇▇ ▇▇▇▇ Collateral Account or other cash collateral provided by the Borrower in accordance with this Agreement), as if each of the LC Lenders had advanced its proportion (calculated in accordance with clause 2.1(d)) of the Due Amount to the Borrower on the Due Date of the relevant Due Amount. For the avoidance of doubt, the provisions of clause 4 (Conditions of Utilisation) shall not apply to such LC Loan. (e) The obligations of each LC Lender under this clause 7.2 are continuing obligations and will extend to the ultimate balance of sums payable by that LC Lender in respect of the Letter of Credit, regardless of any intermediate payment or discharge in whole or in part. (f) The obligations of any LC Lender under this clause 7.2 will not be affected by any act, omission, matter or thing which, but for this clause, would reduce, release or prejudice any of its obligations under this clause (without limitation and whether or not known to it or any other person) including: (i) any time, waiver or consent granted to, or composition with, any Obligor, any LC Beneficiary or other person; (ii) the release of any other Obligor or any other person under the terms of any composition or arrangement; (iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any LC Beneficiary or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any LC Beneficiary or any other person; (v) any amendment (however fundamental) or replacement of a Finance Document, or any other document or security; (vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, the Letter of Credit or any other document or security; or (vii) any insolvency or similar proceedings.

Guarantee Payments. (a) 2.15.1 Upon receipt of a LC Guarantee Demand, the Issuing Bank shall promptly notify the Facility Agent and the Facility Agent shall promptly notify each of the Lenders Banks and the Borrower of: (ia) that LC Guarantee Demand; (iib) the amount (“Due Amount”) demanded thereunder in accordance with its provisions; andthereunder; (iiic) the Applicable Currency of the Due Amount; (d) the date (“Due Date”) on which the Due Amount is due to be paid by the Issuing Bank in accordance with its provisionsFacility Agent; and (e) if the Applicable Currency is other than Dollars, the Dollar Equivalent of the Due Amount on the Due Date. (b) 2.15.2 On the Due Date, the Issuing Bank Facility Agent shall (subject to paragraph (c) below) pay the Due Amount in the Applicable Currency to the LC relevant Guarantee Beneficiary (or as it may direct in the LC Guarantee Demand) ), and, without prejudice to the generality of clause 7.12.14, each of the Lenders, the Facility Agent Banks and the Borrower hereby irrevocably and unconditionally authorises and instructs the Issuing Bank Facility Agent to do so. 2.15.3 On or as soon as practicable after the Due Date and, in any event, by no later than the date (c“Borrower Due Date”) Each of falling five (5) Banking Days after the LC Lenders Due Date, the Borrower shall pay to the Issuing Bank Facility Agent, in Dollars, an amount equal to the sum of: (a) for the account of the Facility Agent, an amount equal to (i) the Due Amount or (if applicable) the Dollar Equivalent of the Due Amount on the Due Date, minus (ii) the amount (if any, and if such amount is a positive figure) of the Cash Excess as at the Borrower Due Date; plus (b) for the account of the Facility Agent, an amount equal to interest on the Due Amount or (if applicable) the Dollar Equivalent of the Due Amount on the Due Date for the period from (but excluding) the Due Date to (and including) the Borrower Due Date at the applicable Guarantee Interest Rate; plus (c) for the account of each of the Banks, an amount equal to interest on the Due Amount or (if applicable) the Dollar Equivalent of the Due Amount on the Due Date for the period from (but excluding) the Due Date to (and including) the Borrower Due Date at the rate which is the Margin. 2.15.4 On or as soon as practicable after the Due Date and, in any event, by no later than the Borrower Due Date, the Security Trustee shall effect the transfer to the Facility Agent from the Cash Collateralisation Account of an amount equal to the amount (if any, and if such amount is a positive figure) of the Cash Excess as at the Borrower Due Date. 2.15.5 If the Borrower fails to pay to the Facility Agent in full on the Borrower Due Date any amount which may from time to time be payable by the Borrower pursuant to clauses 2.15.3(a) and 2.15.3(b), the Facility Agent shall promptly notify each of the Banks of such failure and of the amount (in Dollars) which remains outstanding from the Borrower pursuant to clauses 2.15.3(a) and 2.15.3(b). As soon as practicable on or after the Borrower Due Date, each of the Banks shall pay to the Facility Agent for value at least two (2) Business Days prior to the Borrower Due Date its proportion (calculated in accordance with clause 2.1(d)2.1.2) of the Due Amount in the ▇▇ ▇▇▇▇ Collateral Account that amount in accordance with clause 40 (Payment mechanics). For the avoidance of doubt, the obligations of the LC Lenders under this clause 7.2 shall apply regardless of whether a Default has occurred and is continuing at such time6.2. (d) Each of the parties to this Agreement agrees that any Due Amount paid by the Issuing Bank shall, as from the Due Date of the relevant Due Amount, constitute an LC Loan (except to the extent such Due Amount was paid from the ▇▇ ▇▇▇▇ Collateral Account or other cash collateral provided by the Borrower in accordance with this Agreement), as if each of the LC Lenders had advanced its proportion (calculated in accordance with clause 2.1(d)) of the Due Amount to the Borrower on the Due Date of the relevant Due Amount. For the avoidance of doubt, the provisions of clause 4 (Conditions of Utilisation) shall not apply to such LC Loan. (e) The obligations of each LC Lender under this clause 7.2 are continuing obligations and will extend to the ultimate balance of sums payable by that LC Lender in respect of the Letter of Credit, regardless of any intermediate payment or discharge in whole or in part. (f) The obligations of any LC Lender under this clause 7.2 will not be affected by any act, omission, matter or thing which, but for this clause, would reduce, release or prejudice any of its obligations under this clause (without limitation and whether or not known to it or any other person) including: (i) any time, waiver or consent granted to, or composition with, any Obligor, any LC Beneficiary or other person; (ii) the release of any other Obligor or any other person under the terms of any composition or arrangement; (iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any LC Beneficiary or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any LC Beneficiary or any other person; (v) any amendment (however fundamental) or replacement of a Finance Document, or any other document or security; (vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, the Letter of Credit or any other document or security; or (vii) any insolvency or similar proceedings.