Common use of Claims under a Letter of Credit Clause in Contracts

Claims under a Letter of Credit. (a) Where a claim is made or purported to be made under a Letter of Credit and which appears on its face to be in order (a “Syndicated L/C Claim”): (i) the Issuing Agent shall promptly and in any event within two (2) Business Days of the date of receipt of a Syndicated L/C Claim notify the relevant Borrower and each Lender of the final date on or before which payment of the demand is to be made and the aggregate amount of the Syndicated L/C Claim; (ii) each Lender (other than a Lender which has paid an amount equal to its Participation Amount (as defined in each case in the relevant Letter of Credit) to the beneficiary) shall immediately on demand pay (via the Issuing Agent) to the relevant beneficiary an amount equal to its Participation Amount (as defined in each case in the relevant Letter of Credit); provided that such amount shall not exceed the maximum amount payable by that Lender to such beneficiary pursuant to the terms of such Letter of Credit; (iii) the relevant Borrower irrevocably and unconditionally authorises the Lenders to pay such Syndicated L/C claim; and (iv) the relevant Borrower shall immediately on demand pay to the Issuing Agent for the Lenders an amount equal to the amount of any Syndicated L/C Claim. For the avoidance of doubt this obligation shall be unaffected by the Final Maturity Date. (b) Each relevant Borrower acknowledges that the Issuing Agent and each Lender: (i) is not obliged to carry out any investigation or seek any confirmation from any other person before paying a claim; and (ii) deals in documents only and will not be concerned with the legality of a claim or any underlying transaction or any available set-off, counterclaim or other defence of any person. (c) The obligations of the Borrowers under this Clause 8.3 will not be affected by: (i) the sufficiency, accuracy or genuineness of any claim or any other document; or (ii) any incapacity of, or limitation on the powers of, any person signing a claim or other document.

Claims under a Letter of Credit. (a) Where a Each Borrower irrevocably and unconditionally authorises the Issuing Bank to pay any claim is made or purported to be made under a Letter of Credit requested by it and which appears on its face to be in order (a “Syndicated L/C Claim”):claim). (ib) The Issuing Bank may at its discretion determine whether a claim is in order. If the Issuing Bank determines that a claim is not in order, it must promptly notify the Facility Agent in writing of such determination and provide to the Facility Agent all relevant details (including any supporting documents) of the relevant claim. Upon receipt of such notification, the Facility Agent shall promptly notify the Tranche D Lenders and in any event within two may (2) Business Days acting on the instructions of the date of receipt Tranche D Majority Lenders), instruct the Issuing Bank to accept the relevant claim. (c) Each Borrower that requested the issue of a Syndicated L/C Claim notify the relevant Borrower and each Lender of the final date on or before which payment of the demand is to be made and the aggregate amount of the Syndicated L/C Claim; (ii) each Lender (other than a Lender which has paid an amount equal to its Participation Amount (as defined in each case in the relevant Letter of Credit) to the beneficiary) shall Credit must immediately on demand pay (via to be issued directly by the Issuing AgentBank) to the relevant beneficiary an amount equal to its Participation Amount (as defined in each case in the relevant Letter of Credit); provided that such amount shall not exceed the maximum amount payable by that Lender to such beneficiary pursuant to the terms of such Letter of Credit; (iii) the relevant Borrower irrevocably and unconditionally authorises the Lenders to pay such Syndicated L/C claim; and (iv) the relevant Borrower shall immediately on demand pay to the Issuing Agent for the Lenders Bank an amount equal to the amount of any Syndicated L/C Claim. For the avoidance of doubt this obligation shall be unaffected by the Final Maturity Dateclaim. (bd) The Issuing Bank must promptly notify the Facility Agent: (i) upon paying any claim made or purported to be made under a Letter of Credit pursuant to paragraph (a) above; (ii) upon receipt from the relevant Borrower of all amounts payable by that Borrower pursuant to paragraph (c) above; and (iii) if the relevant Borrower fails to pay any amounts due to the Issuing Bank in accordance with paragraph (c) above. (e) Each relevant Borrower acknowledges that the Issuing Agent and each LenderBank: (i) is not obliged to carry out any investigation or seek any confirmation from any other person before paying a claim; and (ii) deals in documents only and will not be concerned with the legality of a claim or any underlying transaction or any available set-off, counterclaim or other defence of any person. (cf) The obligations of the Borrowers a Borrower under this Clause 8.3 will not be affected by: (i) the sufficiency, accuracy or genuineness of any claim or any other document; or (ii) any incapacity of, or limitation on the powers of, any person signing a claim or other document.

Claims under a Letter of Credit. (a) Where a The Borrower irrevocably and unconditionally authorises the Issuing Person to pay any claim is made or purported to be made under a Letter of Credit requested by it and which appears on its face to be in order and to make any payment under Clause 7.4 (Voluntary pay-out) (in this Clause 7, each of a “Syndicated L/C Claim”):claim or payment under Clause 7.4 (Voluntary pay- out) is a "claim"). (ib) the Issuing Agent shall promptly and in any event within two (2) Business Days of the date of receipt of a Syndicated L/C Claim notify the relevant Borrower and each Lender of the final date on or before which payment of the demand is to be made and the aggregate amount of the Syndicated L/C Claim; (ii) each Lender (other than a Lender which has paid an amount equal to its Participation Amount (as defined in each case in the relevant Letter of Credit) to the beneficiary) shall immediately on demand pay (via the Issuing Agent) to the relevant beneficiary an amount equal to its Participation Amount (as defined in each case in the relevant Letter of Credit); provided that such amount shall not exceed the maximum amount payable by that Lender to such beneficiary pursuant to the terms of such Letter of Credit; (iii) the relevant Borrower irrevocably and unconditionally authorises the Lenders to pay such Syndicated L/C claim; and (iv) the relevant The Borrower shall immediately on demand pay to the Issuing Agent for the Lenders Person an amount equal to the amount of any Syndicated L/C Claimclaim on the day on which the Issuing Person pays that claim. For If the avoidance Borrower does not pay this amount to the Issuing Person on the date on which the Issuing Person pays the claim, interest shall accrue on the amount from that date up to the actual date of doubt this obligation shall be unaffected by the Final Maturity Datepayment in accordance with Clause 11.3 (Default interest). (bc) Each relevant The Borrower acknowledges that the Issuing Agent and each LenderPerson: (i) may make payments under a Letter of Credit by any means that it determines; (ii) may make any payments under a Letter of Credit despite any direction by the Borrower to the Issuing Person not to pay, any dispute between the Borrower and the Issuing Person as to the Issuing Person's obligation to pay, any dispute between the Borrower and the beneficiary of the Letter of Credit or any claim by the Borrower that a claim under the Letter of Credit is not valid; (iii) is not obliged to carry out any investigation or seek any confirmation from any other person before paying a claim; (iv) may refuse to make a payment under a Letter of Credit (in its absolute discretion) where it considers that a claim under, or any other document presented under the Letter of Credit, does not comply with the terms of the Letter of Credit; and (iiv) deals in documents only and will not be concerned with the legality of a claim or any underlying transaction or any available set-off, counterclaim or other defence of any person. (cd) The obligations of the Borrowers Borrower under this Clause 8.3 7 will not be affected by: (i) the sufficiency, accuracy or genuineness of any claim or any other document; or; (ii) any incapacity of, or limitation on the powers of, any person signing a claim or other document; (iii) any act of any Governmental Agency, court, arbitral body, agency or authority or the application of any law or regulation affecting any Letter of Credit; or (iv) any failure by any person to obtain any Authorisation required or desirable in connection with any Letter of Credit.

Claims under a Letter of Credit. (a) Where a Each Borrower irrevocably and unconditionally authorises the Issuing Bank to pay any claim is made or purported to be made under a Letter of Credit requested by it and which appears on its face to be in order (a “Syndicated L/C Claim”):claim). (b) The Issuing Bank may at its discretion determine whether a claim is in order. If the Issuing Bank determines that a claim is not in order, it must promptly notify the Facility Agent in writing of such determination and provide to the Facility Agent all relevant details (including any supporting documents) of the relevant claim. Upon receipt of such notification: (i) the Issuing Facility Agent shall promptly and in any event within two (2) Business Days of notify the date of receipt of a Syndicated L/C Claim notify the relevant Borrower and each Lender of the final date on or before which payment of the demand is to be made and the aggregate amount of the Syndicated L/C ClaimLenders; (ii) each Lender (other than a Lender which has paid an amount equal to its Participation Amount (as defined in each case in the relevant Letter of Credit) L/C Lenders shall provide their response to the beneficiary) discrepancies, and if no reply is received within three Business Days of the request, such consent shall immediately on demand pay (via the Issuing Agent) to the relevant beneficiary an amount equal to its Participation Amount (as defined in each case in the relevant Letter of Credit)be deemed given; provided that such amount shall not exceed the maximum amount payable by that Lender to such beneficiary pursuant to the terms of such Letter of Credit;and (iii) the Facility Agent may, subject to sub-paragraph (ii) above, instruct the Issuing Bank to accept the relevant Borrower irrevocably and unconditionally authorises the Lenders to pay such Syndicated L/C claim; and. (ivc) Each Borrower that requested the relevant Borrower shall immediately on demand issue of a Letter of Credit must pay to the Issuing Agent for the Lenders Bank an amount equal to the amount of any Syndicated L/C Claim. For the avoidance of doubt this obligation shall be unaffected by the Final Maturity Dateclaim one Business Day after each such claim. (bd) The Issuing Bank must promptly notify the Facility Agent: (i) upon paying any claim made or purported to be made under a Letter of Credit pursuant to paragraph (a) above; (ii) upon receipt from the Borrowers of all amounts payable by the Borrower pursuant to paragraph (c) above; and (iii) if the Borrowers fail to pay any amounts due to the Issuing Bank in accordance with paragraph (c) above. (e) Each relevant Borrower acknowledges that the Issuing Agent and each LenderBank: (i) is not obliged to carry out any investigation or seek any confirmation from any other person before paying a claim; and (ii) deals in documents only and will not be concerned with the legality of a claim or any underlying transaction or any available set-off, counterclaim or other defence of any person. (cf) The obligations of the Borrowers a Borrower under this Clause 8.3 will not be affected by: (i) the sufficiency, accuracy or genuineness of any claim or any other document; or (ii) any incapacity of, or limitation on the powers of, any person signing a claim or other document.

Claims under a Letter of Credit. (a) Where a Each Borrower irrevocably and unconditionally authorises the Issuing Bank to pay any claim is made or purported to be made under a Letter of Credit requested by it and which appears on its face to be in order (a “Syndicated L/C Claim”):). (ib) the Issuing Agent The relevant Borrower shall promptly and in any event within two (2) Business Days of the date of receipt of a Syndicated L/C Claim notify the relevant Borrower and each Lender of the final date on or before which payment of the demand is to be made and the aggregate amount of the Syndicated L/C Claim; (ii) each Lender (other than a Lender which has paid an amount equal to its Participation Amount (as defined in each case in the relevant Letter of Credit) to the beneficiary) shall immediately on demand pay (via the Issuing Agent) to the relevant beneficiary an amount equal to its Participation Amount (as defined in each case in the relevant Letter of Credit); provided that such amount shall not exceed the maximum amount payable by that Lender to such beneficiary pursuant to the terms of such Letter of Credit; (iii) the relevant Borrower irrevocably and unconditionally authorises the Lenders to pay such Syndicated L/C claim; and (iv) the relevant Borrower shall immediately on demand pay to the Issuing Agent for the Lenders Bank an amount equal to the amount of any Syndicated L/C Claim in the currency of the Claim. For the avoidance of doubt this obligation shall be unaffected by the Final Maturity Date. (bc) Each relevant Borrower acknowledges that the Issuing Agent and each LenderBank: (i) is not obliged to carry out any investigation or seek any confirmation from any other person before paying a claim; and (ii) deals in documents only and will not be concerned with the legality of a claim or any underlying transaction or any available set-off, counterclaim or other defence of any person. (cd) The obligations of the Borrowers each Borrower under this Clause 8.3 will not be affected by: (i) the sufficiency, accuracy or genuineness of any claim or any other document; or (ii) any incapacity of, or limitation on the powers of, any person signing a claim or other document. (e) Interest shall accrue on the amount of any Claim from the date of the Issuing Bank’s payment of the Claim until the date the Issuing Bank receives repayment from the relevant Borrower in respect of that Claim, at a rate which is the aggregate of: (i) 2.75 per cent.; (ii) the applicable LIBOR; and (iii) the applicable Mandatory Cost, if any, for such interest period selected by the Issuing Bank. (f) Any interest accruing under this Clause 6 shall be payable by the relevant Borrower within two Business Days of demand in writing by the Issuing Bank. (g) Any interest accruing under this Clause 6 (if unpaid) will be compounded at the end of its interest period (but no more frequently then monthly) but will remain due and payable within two Business Days of demand.

Claims under a Letter of Credit. (a) Where a Each Borrower and Lender irrevocably and unconditionally authorises the relevant Issuing Bank to pay any claim is made or purported to be made under a Letter of Credit requested by that Borrower (or requested by the Parent on its behalf) and which appears on its face to be in order (in this Clause 7.2, a “Syndicated claim”). (b) Each Borrower that requested the relevant Letter of Credit shall within three (3) Business Days of demand or, if such payment is being funded by a Loan, shall promptly on demand pay to the Agent for the account of the relevant Issuing Bank an amount equal to the amount under that claim. (c) In respect of Letters of Credit utilised under the Revolving Facility, on receipt of any demand under paragraph (a) above the relevant Borrower shall (unless the Parent notifies the Agent otherwise) be deemed to have delivered to the Agent a duly completed Utilisation Request which complies with the provisions of Clause 5.2 (Completion of a Utilisation Request for Loans) for requesting a Loan (an “L/C ClaimLoan”): (i) in an amount and currency equal to the Issuing amount and currency of the relevant claim (if applicable, net of any available cash cover); (ii) for an Interest Period of one Month or such other period of up to six Months as notified by the relevant Borrower or the Parent to the Agent shall promptly and in any event within two prior to the Utilisation Date; and (2iii) with a Utilisation Date falling three (3) Business Days of after the date of receipt of a Syndicated the relevant demand, and, for the avoidance of doubt, the Lenders shall be required to comply with their obligations under Clause 5.4 (Lenders’ participation) in respect of such L/C Claim notify the relevant Loan. (d) Each Borrower and each Lender of the final date on or before which payment of the demand is to be made and the aggregate amount of the Syndicated L/C Claim; (ii) each Lender (other than a Lender which has paid an amount equal to its Participation Amount (as defined in each case in the relevant Letter of Credit) to the beneficiary) shall immediately on demand pay (via the Issuing Agent) to the relevant beneficiary an amount equal to its Participation Amount (as defined in each case in the relevant Letter of Credit); provided that such amount shall not exceed the maximum amount payable by that Lender to such beneficiary pursuant to the terms of such Letter of Credit; (iii) the relevant Borrower irrevocably and unconditionally authorises the Lenders to pay such Syndicated L/C claim; and (iv) the relevant Borrower shall immediately on demand pay to the Issuing Agent for the Lenders an amount equal to the amount of any Syndicated L/C Claim. For the avoidance of doubt this obligation shall be unaffected by the Final Maturity Date. (b) Each relevant Borrower acknowledges that the an Issuing Agent and each LenderBank: (i) is not obliged to carry out any investigation or seek any confirmation from any other person before paying a claim; and (ii) deals in documents only and will not be concerned with the legality of a claim or any underlying transaction or any available set-off, counterclaim or other defence of any person. (ce) The obligations of the Borrowers a Borrower and each Lender under this Clause 8.3 7.2(ii) will not be affected by: (i) the sufficiency, accuracy or genuineness of any claim or any other document; or (ii) any incapacity of, or limitation on the powers of, any person signing a claim or other document.

Claims under a Letter of Credit. (a) Where a The Agent shall promptly notify each Issuing Bank of the details of any claim is made or purported to be made under a Letter of Credit requested by any Borrower. (b) Each Issuing Bank shall advise the Agent within 1 Business Day of notice from the Agent of a claim that it will not be paying such claim and provide reasons therefor. (c) Each Borrower irrevocably and unconditionally authorises the Issuing Banks to pay any claim made or purported to be made under a Letter of Credit requested by it and which appears on its face to be in order (a “Syndicated Claim”). (d) Each Issuing Bank, unless it advises the Agent that it will not be paying such Claim, shall provide its L/C Claim”): (i) the Issuing Agent shall promptly and in any event within two (2) Business Days of the date of receipt of a Syndicated L/C Claim notify the relevant Borrower and each Lender of the final date on or before which payment of the demand is to be made and the aggregate amount of the Syndicated L/C Claim; (ii) each Lender (other than a Lender which has paid an amount equal to its Participation Amount Commitment (as such term is defined in each case in the relevant Letter of Credit) to Lloyd’s and advise the beneficiary) shall immediately on demand pay (via the Issuing Agent) to the relevant beneficiary an amount equal to its Participation Amount (as defined in each case in the relevant Letter of Credit); provided that such amount shall not exceed the maximum amount payable by that Lender to such beneficiary pursuant to the terms Agent of such Letter of Credit;payment. (iiie) the relevant Borrower irrevocably and unconditionally authorises the Lenders to pay such Syndicated L/C claim; and (iv) the The relevant Borrower shall immediately on within two Business Days of demand by the Agent pay to the Issuing Agent for the Lenders account of the Issuing Banks an amount equal to the amount of any Syndicated L/C Claim in the currency of the Claim. For the avoidance of doubt this obligation shall be unaffected by the Final Maturity Date. (bf) Each relevant Borrower acknowledges that the no Issuing Agent and each LenderBank: (i) is not obliged to carry out any investigation or seek any confirmation from any other person before paying a claimClaim; and (ii) deals in documents only and will not be concerned with the legality of a claim Claim or any underlying transaction or any available set-off, counterclaim or other defence of any person. (cg) The obligations of the Borrowers each Borrower under this Clause 8.3 will not be affected by: (i) the sufficiency, accuracy or genuineness of any claim or any other document; or (ii) any incapacity of, or limitation on the powers of, any person signing a claim Claim or other document. (h) Interest shall accrue on the amount of any Claim from the date of the Claim until the date the Agent receives repayment from the relevant Borrower in respect of that Claim, at a rate which is the aggregate of: (i) 0.35 per cent; and (ii) the applicable LIBOR, for such interest period selected by the Agent. (i) Any interest accruing under this Clause 5 (Letters of Credit) shall be payable by the relevant Borrower within three Business Days of demand in writing by the Agent. (j) Any interest accruing under this Clause 5 (Letters of Credit) (if unpaid) will be compounded at the end of its interest period but will remain due and payable within three Business Days of demand.

Claims under a Letter of Credit. 8.2.1 Each of the Applicant and each Indemnifying Company whose obligations are supported by a Bond (athe "RELEVANT INDEMNIFYING COMPANY") Where a irrevocably and unconditionally authorises the relevant Issuing Bank to pay any claim is made or purported to be made under a Letter of Credit and that Bond which appears on its face to be in order (a “Syndicated L/C Claim”):"CLAIM"). (i) the 8.2.2 The relevant Issuing Agent Bank shall promptly and in any event within two (2) Business Days of the date of receipt of a Syndicated L/C Claim notify the relevant Borrower and each Lender of the final date on or before which payment of the demand is to be made Applicant and the aggregate amount of Relevant Indemnifying Company if a claim is made upon it under a Bond. The Applicant and the Syndicated L/C Claim; Relevant Indemnifying Company agree (iion a joint and several basis) each Lender (other than a Lender which has paid an amount equal to its Participation Amount (as defined in each case in the relevant Letter of Credit) to the beneficiary) shall immediately on demand pay (via or, if such Bond provides a time within which the relevant Issuing Bank must make payment in respect of a claim, no later than one Business Day before the last date on which the Issuing AgentBank must make such payment) to the relevant beneficiary an amount equal to its Participation Amount (as defined in each case in the relevant Letter of Credit); provided that such amount shall not exceed the maximum amount payable by that Lender to such beneficiary pursuant to the terms of such Letter of Credit; (iii) the relevant Borrower irrevocably and unconditionally authorises the Lenders to pay such Syndicated L/C claim; and (iv) the relevant Borrower shall immediately on demand pay to the Issuing Agent for the Lenders relevant Issuing Bank an amount equal to the amount of any Syndicated L/C Claim. For the avoidance claim in respect of doubt this obligation shall be unaffected by the Final Maturity Datea Bond. (b) 8.2.3 Each relevant Borrower of the Applicant and the Relevant Indemnifying Companies acknowledges that the each Issuing Agent and each LenderBank: (ia) is not obliged to carry out any investigation or seek any confirmation from any other person before paying a claim; and (iib) deals in documents only and will not be concerned with the legality of a claim or any underlying transaction or any available set-off, counterclaim or other defence of any person. (c) 8.2.4 The obligations of the Borrowers Applicant and a Relevant Indemnifying Company under this Clause 8.3 will not be affected by: (ia) the sufficiency, accuracy or genuineness of any claim or any other document; or (iib) any incapacity of, or limitation on the powers of, any person signing a claim or other document.

Claims under a Letter of Credit. (a) Where a claim is made or purported to be made under a Letter of Credit and which appears on its face to be in order (a “Syndicated L/C Claim”): (i) the Issuing Agent shall promptly and in any event within two (2) Business Days of the date of receipt of a Syndicated L/C Claim notify the relevant Borrower and each Lender of the final date on or before which payment of the demand is to be made and the aggregate amount of the Syndicated L/C Claim; (ii) each Lender (other than a Lender which has paid an amount equal to its Participation Amount (as defined in each case in the relevant Letter of Credit) to the beneficiary) shall immediately on demand pay (via the Issuing Agent) to the relevant beneficiary an amount equal to its Participation Amount (as defined in each case in the relevant Letter of Credit); provided that such amount shall not exceed the maximum amount payable by that Lender to such beneficiary pursuant to the terms of such Letter of Credit; (iii) the relevant Borrower irrevocably and unconditionally authorises the Lenders to pay such Syndicated L/C claim; and (iv) the relevant Borrower shall immediately on demand pay to the Issuing Agent for the Lenders an amount equal to the amount of any Syndicated L/C Claim. For the avoidance of doubt this obligation shall be unaffected by the Final Maturity Termination Date. (b) Each relevant Borrower acknowledges that the Issuing Agent and each Lender: (i) is not obliged to carry out any investigation or seek any confirmation from any other person before paying a claim; and (ii) deals in documents only and will not be concerned with the legality of a claim or any underlying transaction or any available set-off, counterclaim or other defence of any person. (c) The obligations of the Borrowers under this Clause 8.3 will not be affected by: (i) the sufficiency, accuracy or genuineness of any claim or any other document; or (ii) any incapacity of, or limitation on the powers of, any person signing a claim or other document.

Claims under a Letter of Credit. (a) Where a 7.2.1 Each Borrower irrevocably and unconditionally authorises the L/C Lenders to pay any claim is made or purported to be made under a Letter of Credit requested by it and which appears on its face to be in order (a “Syndicated L/C Claim”):"claim"). (i) the Issuing 7.2.2 The Agent shall promptly and in any event within two (2) Business Days after receipt of a claim under a Letter of Credit notify to the relevant Borrower details of the date of receipt the claim, amount to be paid and the beneficiary (but no failure on the part of a Syndicated the Agent to provide those details shall adversely affect the rights of the L/C Claim notify Lenders under this Clause 7 (The Letters of Credit)). 7.2.3 Each Borrower which requested a Letter of Credit shall, on the relevant Borrower and each Lender of date specified in its notification under paragraph 7.2.4 below, pay to the final date on or before which payment of Agent for the demand is to be made and the aggregate amount of the Syndicated L/C Claim; (ii) each Lender (other than a Lender which has paid an amount equal to its Participation Amount (as defined in each case in the relevant Letter of Credit) to the beneficiary) shall immediately on demand pay (via the Issuing Agent) to the relevant beneficiary an amount equal to its Participation Amount (as defined in each case in the relevant Letter of Credit); provided that such amount shall not exceed the maximum amount payable by that Lender to such beneficiary pursuant to the terms of such Letter of Credit; (iii) the relevant Borrower irrevocably and unconditionally authorises the Lenders to pay such Syndicated L/C claim; and (iv) the relevant Borrower shall immediately on demand pay to the Issuing Agent for the Lenders an amount equal to the amount of any Syndicated L/C Claim. For the avoidance claim under that Letter of doubt this obligation shall be unaffected by the Final Maturity DateCredit. 7.2.4 Each Borrower which receives a notification under paragraph 7.2.2 above, shall promptly notify to the Agent the date (bfalling not more than five (5) Business Days after receipt by it of the notification under paragraph 7.2.2 above) on which it will make the payment required by paragraph 7.2.3 above. 7.2.5 Each relevant Borrower acknowledges that the Issuing Agent and each LenderL/C Lenders: (ia) is are not obliged to carry out any investigation or seek any confirmation from any other person before paying a claim; and (iib) deals deal in documents only and will not be concerned with the legality of a claim or any underlying transaction or any available set-off, counterclaim or other defence of any person. (c) 7.2.6 The obligations of the Borrowers a Borrower under this Clause 8.3 will not be affected by: (ia) the sufficiency, accuracy or genuineness of any claim or any other document; or (iib) any incapacity of, or limitation on the powers of, any person signing a claim or other document. 7.2.7 The Borrower which requested the issue of a Letter of Credit under which the L/C Lenders have paid a claim shall pay interest to the L/C Lenders on the amount of the claim for the period from the date on which the claim was paid by the L/C Lenders to the relevant beneficiary until the due date for reimbursement to them by the Borrower under paragraph 7.2.3 at a rate equal to that which would have applied (under Clause 13.1 (Calculation of Interest)) if the claim had constituted a Facility A Loan outstanding during an Interest Period corresponding to that period, and the due date for payment of that interest shall be the last day of that period.

Claims under a Letter of Credit. (a) Where a Each Borrower and Lender irrevocably and unconditionally authorises the Issuing Bank to pay any claim is made or purported to be made under a Letter of Credit requested by that Borrower and which appears on its face to be in order (a “Syndicated L/C Claim”):claim). (ib) the Issuing Agent shall promptly and in any event Each Borrower which requests a Letter of Credit must within two (2) 3 Business Days of the date of receipt of a Syndicated L/C Claim notify the relevant Borrower and each Lender of the final date on or before which payment of the demand is to be made and the aggregate amount of the Syndicated L/C Claim; (ii) each Lender (other than a Lender which has paid an amount equal to its Participation Amount (as defined in each case in the relevant Letter of Credit) to the beneficiary) shall immediately on demand pay (via the Issuing Agent) to the relevant beneficiary an amount equal to its Participation Amount (as defined in each case in the relevant Letter of Credit); provided that such amount shall not exceed the maximum amount payable by that Lender to such beneficiary pursuant to the terms of such Letter of Credit; (iii) the relevant Borrower irrevocably and unconditionally authorises the Lenders to pay such Syndicated L/C claim; and (iv) the relevant Borrower shall immediately on demand pay to the Issuing Facility Agent for the Lenders account of the Issuing Bank an amount equal to the amount of any Syndicated L/C Claim. For the avoidance claim under that Letter of doubt this obligation shall be unaffected by the Final Maturity DateCredit. (bc) On receipt of any demand or notification under Clause 7.1 (Immediately Payable) the relevant Borrower shall (unless the Company notifies the Facility Agent otherwise) be deemed to have delivered to the Facility Agent a duly completed Utilisation Request requesting a Revolving Facility Loan: (i) in an amount and currency equal to the amount and currency of the relevant claim (if applicable, net of any available cash cover); (ii) for an Interest Period of three Months or such other period of up to six Months as notified by the relevant Borrower to the Issuing Bank prior to the Utilisation Date applicable to such currency; and (iii) with a Utilisation Date on the date of receipt of the relevant demand or notification. The proceeds of any such Revolving Facility Loan shall be used to pay the relevant claim. (d) Each relevant Borrower and each Lender acknowledges that the Issuing Agent and each LenderBank: (i) is not obliged to carry out any investigation or seek any confirmation from any other person before paying a claim; and (ii) deals in documents only and will not be concerned with the legality of a claim or any underlying transaction or any available set-off, counterclaim or other defence of any person, and the Issuing Bank may assume that any demand, certificate, statement or document which appears on its face to be in order is correct and properly made. (ce) The obligations of the Borrowers each Borrower and each Lender under this Clause 8.3 7.4 will not be affected by: (i) the sufficiency, accuracy or genuineness of any claim or any other document; or (ii) any incapacity of, or limitation on the powers of, any person signing a claim or other document.

Claims under a Letter of Credit. (a) Where a Each Borrower irrevocably and unconditionally authorises each Lender and the Facility Agent to pay any claim is made or purported to be made under a Letter of Credit requested by it and which appears on its face to be in order (a “Syndicated L/C Claim”):claim). Each Lender irrevocably and unconditionally authorises the Facility Agent to pay any claim. (b) The Facility Agent shall promptly notify each Lender participating in the relevant Letter of Credit (or the relevant Lender in the case of a Single Lender Letter of Credit) and the relevant Borrower of the details of any claim, the date the claim is due to be paid (the claim payment date) and (in the case of each Lender and a Multiple Lender Letter of Credit) the amount of its share in that claim. The amount of each such Lender’s share of a claim under a Multiple Lender Letter of Credit will be its Pro Rata Share on the claim payment date. Each such Lender must make its share in the claim (or the amount of the claim in the case of a Single Lender Letter of Credit) available to the Facility Agent through its Facility Office on the claim payment date. (c) Unless a Borrower notifies the Facility Agent before the Lenders make a payment consequent upon a claim stating that that Borrower wishes to reimburse the Lenders in respect of the amount of the claim, the amount paid by Lenders consequent on and in accordance with a claim under a Letter of Credit shall, provided: (i) the Issuing Agent shall promptly and in any event within two requirements of Clause 4.2 (2Further conditions precedent) Business Days of are met on the date of receipt of a Syndicated L/C Claim notify the relevant Borrower and each Lender of the final date on or before which claim payment of the demand is to be made and the aggregate amount of the Syndicated L/C Claim;date; and (ii) each Lender the claim payment date falls within the Availability Period, be deemed to be a Loan to that Borrower made on the claim payment date (other than a Lender which has paid an amount equal to its Participation Amount (as defined in each case in the relevant case of a payment under a Single Lender Letter of Credit) to , by the beneficiary) shall immediately Lender on demand pay (via the Issuing Agent) to the relevant beneficiary an amount equal to its Participation Amount (as defined in each case in the relevant whose behalf that Single Lender Letter of CreditCredit was issued); provided that such amount shall not exceed the maximum amount payable by that Lender to such beneficiary . A Loan made pursuant to the terms of such Letter of Credit;paragraph (c) above is a Bridge Loan. (iiid) the relevant Each Borrower irrevocably and unconditionally authorises the Lenders to pay such Syndicated L/C claim; and (iv) the relevant Borrower shall must immediately on demand pay to the Issuing Facility Agent for the relevant Lenders an amount equal to the amount of any Syndicated L/C Claim. For the avoidance of doubt this obligation shall be unaffected by the Final Maturity Dateclaim unless a Bridge Loan is borrowed. (be) Each relevant Borrower acknowledges that each Lender and the Issuing Agent and each LenderFacility Agent: (i) is not obliged to carry out any investigation or seek any confirmation from any other person before paying a claim; and (ii) deals in documents only and will not be concerned with the legality of a claim or any underlying transaction or any available set-off, counterclaim or other defence of any person. (cf) The obligations of the Borrowers a Borrower under this Clause 8.3 will not be affected by: (i) the sufficiency, accuracy or genuineness genuiness of any claim or any other document; or (ii) any incapacity of, or limitation on the powers of, any person signing a claim or other document. (g) References in this Subclause to a Lender paying an amount consequent on and in accordance with a claim under a Letter of Credit shall be construed so as to include a Lender making a payment under a Confirming Bank Agreement to which it is party to reimburse another bank or financial institution which has itself made a payment in respect of the relevant claim.

Claims under a Letter of Credit. (a) Where a Each Borrower irrevocably and unconditionally authorises the Issuing Bank to pay any claim is made or purported to be made under a Letter of Credit requested by it and which appears on its face to be in order (a “Syndicated L/C Claim”):claim). (b) The Issuing Bank may at its discretion determine whether a claim is in order. If the Issuing Bank determines that a claim is not in order, it must promptly notify the Facility Agent in writing of such determination and provide to the Facility Agent all relevant details (including any supporting documents) of the relevant claim. Upon receipt of such notification: (i) the Issuing Facility Agent shall promptly and in any event within two (2) Business Days of the date of receipt of a Syndicated L/C Claim notify the relevant Borrower and each Lender of the final date on or before which payment of the demand is to be made and the aggregate amount of the Syndicated L/Tranche C ClaimLenders; (ii) each Lender (other than a Lender which has paid an amount equal to its Participation Amount (as defined in each case in the relevant Letter of Credit) Tranche C Lenders shall provide their response to the beneficiary) discrepancies, and if no reply is received within three Business Days of the request, such consent shall immediately on demand pay (via the Issuing Agent) to the relevant beneficiary an amount equal to its Participation Amount (as defined in each case in the relevant Letter of Credit)be deemed given; provided that such amount shall not exceed the maximum amount payable by that Lender to such beneficiary pursuant to the terms of such Letter of Credit;and (iii) the Facility Agent may subject to sub-paragraph (ii) above, instruct the Issuing Bank to accept the relevant Borrower irrevocably and unconditionally authorises the Lenders to pay such Syndicated L/C claim; and. (ivc) Each Borrower that requested the relevant Borrower shall issue of a Letter of Credit must immediately on demand (to be issued directly by the Issuing Bank) pay to the Issuing Agent for the Lenders Bank an amount equal to the amount of any Syndicated L/C Claim. For the avoidance of doubt this obligation shall be unaffected by the Final Maturity Dateclaim. (bd) The Issuing Bank must promptly notify the Facility Agent: (i) upon paying any claim made or purported to be made under a Letter of Credit pursuant to paragraph (a) above; (ii) upon receipt from the relevant Borrower of all amounts payable by that Borrower pursuant to paragraph (c) above; and (iii) if the relevant Borrower fails to pay any amounts due to the Issuing Bank in accordance with paragraph (c) above. (e) Each relevant Borrower acknowledges that the Issuing Agent and each LenderBank: (i) is not obliged to carry out any investigation or seek any confirmation from any other person before paying a claim; and (ii) deals in documents only and will not be concerned with the legality of a claim or any underlying transaction or any available set-off, counterclaim or other defence of any person. (cf) The obligations of the Borrowers a Borrower under this Clause 8.3 will not be affected by: (i) the sufficiency, accuracy or genuineness of any claim or any other document; or (ii) any incapacity of, or limitation on the powers of, any person signing a claim or other document.