BANKS' GUARANTEE AND INDEMNITY. Each Bank hereby irrevocably and unconditionally: (a) subject to clause 4.7(b), guarantees to and indemnifies on the terms set out in Schedule 8 (Terms of Interbank Guarantee and Indemnity) the Issuing Bank severally in its Proportion and on demand by the Issuing Bank, the due and punctual performance by any relevant Borrower of all its obligations in respect of each Letter of Credit Issued by the Issuing Bank; (b) if it is not permitted by its constitutional documents or any applicable law to grant guarantees, agrees that, upon any failure of a relevant Borrower to make timely payment of any amount due in respect of a Letter of Credit, such Bank shall take (and upon the occurrence of an Event of Default specified in clauses 12.1(e) to (n) (Events of Default) (or any event occurs which under the applicable law of any relevant jurisdiction has an analogous, similar or equivalent effect to any such events) shall be deemed to have taken without any further action, as of the Issue Date of each outstanding Letter of Credit), an undivided participating interest from the Issuing Bank in each Letter of Credit outstanding at such time in a proportion equal to such Bank's Proportion. Each Bank shall hold the Issuing Bank harmless and indemnify the Issuing Bank for such Bank's proportionate share of any drawing under any Letter of Credit in which it has taken an undivided participating interest under this clause 4.7; (c) as a separate and independent stipulation agrees that any sum of money intended to be the subject of the guarantee in clause 4.7(a), and subject to clause 4.7(b) and Schedule 8 (Terms of Interbank Guarantee and Indemnity), shall be recoverable from it (in its Proportion) as sole principal debtor even if such sum would not be recoverable from any relevant Borrower by reason of any legal limitation, disability or incapacity or liquidation of any of them or any other fact or circumstance (whether known to the Issuing Bank or not) but which would have been recoverable from such Bank if it were the sole or principal debtor in respect of such liability in place of any such Borrower; (d) if it ceases to have the Minimum Rating as defined in clause 16.5, to lodge forthwith with the Security Agent cash cover as security for its indemnity obligations in the same amount as if it had been, on that date, a Substitute.
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Samples: Facilities Agreement (Tu Acquisitions PLC), Facilities Agreement (Texas Utilities Co /Tx/)
BANKS' GUARANTEE AND INDEMNITY. Each Bank hereby irrevocably and unconditionally:
(a) subject to clause 4.7(b), guarantees to and indemnifies on the terms set out in Schedule 8 (Terms of Interbank Guarantee and Indemnity) the Issuing Bank severally in its Proportion and on demand by the Issuing Bank, the due and punctual performance by any relevant Borrower of all its obligations in respect of each Letter of Credit Issued by the Issuing Bank;
(b) if it is not permitted by its constitutional documents or any applicable law to grant guarantees, agrees that, upon any failure of a relevant Borrower to make timely payment of any amount due in respect of a Letter of Credit, such Bank shall take (and upon the occurrence of an Event of Default specified in clauses 12.1(e) to (n) (Events of Default) (or any event occurs which under the applicable law of any relevant jurisdiction has an analogous, similar or equivalent effect to any such events) shall be deemed to have taken without any further action, as of the Issue Date of each outstanding Letter of Credit), an undivided participating interest from the Issuing Bank in each Letter of Credit outstanding at such time in a proportion equal to such Bank's Proportion. Each Bank shall hold the Issuing Bank harmless and indemnify the Issuing Bank for such Bank's proportionate share of any drawing under any Letter of Credit in which it has taken an undivided participating interest under this clause 4.7;
(c) as a separate and independent stipulation agrees that any sum of money intended to be the subject of the guarantee in clause 4.7(a), and subject to clause 4.7(b) and Schedule 8 (Terms of Interbank Guarantee and Indemnity), shall be recoverable from it (in its Proportion) as sole principal debtor even if such sum would not be recoverable from any relevant Borrower by reason of any legal limitation, disability or incapacity or liquidation of any of them or any other fact or circumstance (whether known to the Issuing Bank or not) but which would have been recoverable from such Bank if it were the sole or principal debtor in respect of such liability in place of any such Borrower;
(d) if it ceases to have the Minimum Rating as defined in clause 16.5, to lodge forthwith with the Security Agent cash cover as security for its indemnity obligations in the same amount as if it had been, on that date, a Substitute.
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BANKS' GUARANTEE AND INDEMNITY. Each Bank hereby irrevocably and unconditionally:
(a) subject to clause 4.7(b4.6(b), guarantees to and indemnifies on the terms set out in Schedule 8 (Terms of Interbank Guarantee and Indemnity) the Issuing Bank severally in its Proportion and on demand by the Issuing Bank, the due and punctual performance by any the relevant Borrower of all its obligations in respect of each Letter of Credit Issued by the Issuing Bank;
(b) if it is not permitted by its constitutional documents or any applicable law to grant guarantees, agrees that, upon any failure of a the relevant Borrower to make timely payment of any amount due in respect of a Letter of Credit, such Bank shall take (and upon the occurrence of an Event of Default specified in clauses 12.1(e) to (n) (Events of Default) (or any event occurs which under the applicable law of any relevant jurisdiction has an analogous, similar or equivalent effect to any such events) shall be deemed to have taken without any further action, as of the Issue Date of each outstanding Letter of Credit), an undivided participating interest from the Issuing Bank in each Letter of Credit outstanding at such time in a proportion equal to such Bank's Proportion. Each Bank shall hold the Issuing Bank harmless and indemnify the Issuing Bank for such Bank's proportionate share of any drawing under any Letter of Credit in which it has taken an undivided participating interest under this clause 4.7;
(c) as a separate and independent stipulation agrees that any sum of money intended to be the subject of the guarantee in clause 4.7(a4.6(a), and subject to clause 4.7(b4.6(b) and Schedule 8 (Terms of Interbank Guarantee and Indemnity), shall be recoverable from it (in its Proportion) as sole principal debtor even if such sum would not be recoverable from any the relevant Borrower by reason of any legal limitation, limitation or disability or incapacity or liquidation of any of them the relevant Borrower or any other fact or circumstance (whether known to the Issuing Bank or not) but which would have been recoverable from such Bank if it were the sole or principal debtor in respect of such liability in place of any such the relevant Borrower;
(d) if it ceases to have the Minimum Rating as defined in clause 16.5, to lodge forthwith with the Security Agent Issuing Bank cash cover as security for its indemnity obligations in the same amount as if it had been, on that date, a Substitute.
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