Common use of Issue of Letters of Credit Clause in Contracts

Issue of Letters of Credit. (a) If the conditions set out in this Agreement have been met (including those set out in Clause 4.2), the Issuing Agent (as agent and mandatario con rappresentanza for and on behalf of each of the Lenders) shall issue the Letter of Credit on the Utilisation Date. (b) The Issuing Agent will only be obliged to comply with paragraph (a) above if on the date of the Utilisation Request or Renewal Request and on the proposed Utilisation Date: (i) in the case of a Letter of Credit renewed in accordance with Clause 6.8 (Renewal of a Letter of Credit), no Event of Default is continuing or would result from the proposed Utilisation and, in the case of any other Utilisation, no Default is continuing or would result from the proposed Utilisation; (ii) the Repeating Representations to be made by each Obligor are true in all material respects. (c) The amount of each Lender’s obligations under and participation in each Letter of Credit will be equal to the proportion borne by its Available Revolving Commitment to the Available Revolving Facility immediately prior to the issue of the Letter of Credit. (d) The liability of the Lenders under a Letter of Credit is several and not joint in any way and no Lender shall be liable for the failure of any other Lender to perform its obligations under a Letter of Credit. (e) The Agent shall determine the Base Currency Amount of each Letter of Credit which is to be issued in an Optional Currency and shall notify the Issuing Agent and each Lender of the details of the requested Letter of Credit and its participation in that Letter of Credit by the Specified Time. (f) A Revolving Facility B Lender may issue and act as Lender in respect of a Letter of Credit by any Affiliate it nominates for this purpose in writing to the Issuing Agent. Where a Revolving Facility B Lender has so nominated an Affiliate, references in this Agreement to a Lender in relation to that Letter of Credit shall be deemed to be a reference to that Lender and its Affiliate or to that Lender or its Affiliate (as the context requires). (g) Xxxxx Fargo Bank, NA will only be deemed to be a Lender for the purposes of this Clause 6.7 (Issue of Letters of Credit) after the Target Accession Date has occurred and shall not have any liability in respect of Letters of Credit issued prior to the Target Accession Date.

Issue of Letters of Credit. Subject to the provisions of this Agreement, the Issuing Bank will Issue a Letter of Credit specified in a Drawdown Notice at the request of a Revolving Credit Facility Borrower, if the Agent has received the Drawdown Notice for a Letter of Credit in the form set out in Part C of Schedule 2 (Letters of Credit) signed on behalf of that Borrower not later than 11.00 am five Banking Days prior to the proposed Issue Date: and (a) If the conditions set out in this Agreement have been met (including those set out in Clause 4.2), proposed Issue Date is a Banking Day on or before the Issuing Agent (as agent and mandatario con rappresentanza for and on behalf of each of the Lenders) shall issue the Letter of Credit on the Utilisation Final Repayment Date.; (b) The Issuing Agent will only be obliged to comply with paragraph (a) above if on the date of the Utilisation Request or Renewal Request and on the proposed Utilisation Date: (i) in the case of a Letter of Credit renewed in accordance with Clause 6.8 (Renewal of a Letter of Credit), no Event of Default is continuing or would result from the proposed Utilisation and, in the case of any other Utilisation, no Default is continuing or would result from the proposed Utilisation; (ii) the Repeating Representations to be made by each Obligor are true in all material respects. (c) The amount of each Lender’s obligations under and participation in each Letter of Credit will be equal to the proportion borne by its Available Revolving Commitment to the Available Revolving Facility immediately prior to the issue of the Letter of Credit. (d) The liability of the Lenders under a Letter of Credit is several and not joint in any way and no Lender shall be liable for the failure of any other Lender to perform its obligations under a Letter of Credit. (e) The Agent shall determine the Base Currency Amount face value of each Letter of Credit which is to be issued in an Optional Currency a minimum Sterling Amount of L.1,000,000; (c) the Expiry Date falls on or before the earlier of 12 months from the Issue Date and shall notify the Final Repayment Date; (d) the Issuing Bank and (if different) the Facility Agent and each Lender has agreed its terms; (e) the Sterling Amount of the details of the requested Letter of Credit and its participation requested does not exceed the Available Facility Amount in that Letter respect of the Revolving Credit by the Specified Time.Facility; (f) A Revolving Facility B Lender may issue and act as Lender in respect of a Letter after such Issue, there will be no more than ten Letters of Credit by any Affiliate it nominates for this purpose in writing to the Issuing Agent. Where a Revolving Facility B Lender has so nominated an Affiliate, references in this Agreement to a Lender in relation to that Letter of Credit shall be deemed to be a reference to that Lender and its Affiliate or to that Lender or its Affiliate (as the context requires).outstanding; (g) Xxxxx Fargo of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder and which is not in effect on the date of this Agreement), or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the date of this Agreement and which the Issuing Bank in good faitx xxxxx xxxerial to it; (h) the currency in which the relevant Letter of Credit is to be denominated is, in the opinion of the Issuing Bank, NA will only be deemed not likely to be a Lender for subject to undue fluctuation against Sterling and is likely to be freely convertible and available in sufficient amounts to enable the purposes Issuing Bank to discharge its obligations as they fall due; (i) the Issuing Bank has approved (and been approved by) the relevant beneficiary; and (j) the total Sterling Amount of this Clause 6.7 (Issue of Letters of Credit) after the Target Accession Date has occurred and shall not have any liability in respect of all Outstanding Contingent Liabilities under all Letters of Credit issued prior to the Target Accession Datethen outstanding would not exceed L.250,000,000.

Issue of Letters of Credit. (a) If the conditions set out in this Agreement have been met (including those set out in Clause 4.2)met, the Issuing Agent (as agent and mandatario con rappresentanza for and on behalf of each of the Lenders) Bank shall issue the Letter of Credit on the Utilisation Date. (b) The Subject to Clause 4.1 (Initial Conditions Precedent), the Issuing Agent Bank will only be obliged to comply with paragraph (a) above above, if on the date of the Utilisation Request or Renewal Request and on the proposed Utilisation Date: (i) in the case of a Letter of Credit to be renewed in accordance with Clause 6.8 6.6 (Renewal of a Letter of Credit), ) no Event of Default is continuing or would result from the proposed Utilisation and, in the case of any other Utilisation, no Default is continuing or would result from the proposed Utilisation;; and (ii) in relation to any Utilisation on the first Utilisation Date, all the representations and warranties in Clause 23 (Representations) or, in relation to any other Utilisation, the Repeating Representations to be made by each Obligor are true in all material respects. (c) The amount of each Lender’s obligations under and participation in each Letter of Credit will be equal to the proportion borne by its Available Revolving Commitment to the Available Facility (in each case in relation to the Revolving Facility Facility) immediately prior to the issue of the Letter of Credit. (d) The liability of the Lenders under a Letter of Credit is several and not joint in any way and no Lender shall be liable for the failure of any other Lender to perform its obligations under a Letter of Credit. (e) The Agent shall determine the Base Currency Amount of each Letter of Credit which is to be issued in an Optional Currency and shall notify the Issuing Agent Bank and each Lender of the details of the requested Letter of Credit and its participation in that Letter of Credit by the Specified Time. (f) A Revolving Facility B Lender may issue and act as Lender in respect of a Letter of Credit by any Affiliate it nominates for this purpose in writing to the Issuing Agent. Where a Revolving Facility B Lender has so nominated an Affiliate, references in this Agreement to a Lender in relation to that Letter of Credit shall be deemed to be a reference to that Lender and its Affiliate or to that Lender or its Affiliate (as the context requires). (g) Xxxxx Fargo Bank, NA will only be deemed to be a Lender for the purposes of this Clause 6.7 (Issue of Letters of Credit) after the Target Accession Date has occurred and shall not have any liability in respect of Letters of Credit issued prior to the Target Accession Date.

Issue of Letters of Credit. Subject to the provisions of this Agreement, the Issuing Bank will Issue a Letter of Credit specified in a Drawdown Notice at the request of a Revolving Credit Facility Borrower, if the Agent has received the Drawdown Notice for a Letter of Credit in the form set out in Part C of Schedule 2 (Letters of Credit) signed on behalf of that Borrower not later, save in the case of the first Issue of Letters of Credit requested on 15 May 1998, than 11.00 am five Banking Days prior to the proposed Issue Date: and (a) If the conditions set out in this Agreement have been met (including those set out in Clause 4.2), proposed Issue Date is a Banking Day on or before the Issuing Agent (as agent and mandatario con rappresentanza for and on behalf of each of the Lenders) shall issue the Letter of Credit on the Utilisation Final Repayment Date.; (b) The Issuing Agent will only be obliged to comply with paragraph (a) above if on the date of the Utilisation Request or Renewal Request and on the proposed Utilisation Date: (i) in the case of a Letter of Credit renewed in accordance with Clause 6.8 (Renewal of a Letter of Credit), no Event of Default is continuing or would result from the proposed Utilisation and, in the case of any other Utilisation, no Default is continuing or would result from the proposed Utilisation; (ii) the Repeating Representations to be made by each Obligor are true in all material respects. (c) The amount of each Lender’s obligations under and participation in each Letter of Credit will be equal to the proportion borne by its Available Revolving Commitment to the Available Revolving Facility immediately prior to the issue of the Letter of Credit. (d) The liability of the Lenders under a Letter of Credit is several and not joint in any way and no Lender shall be liable for the failure of any other Lender to perform its obligations under a Letter of Credit. (e) The Agent shall determine the Base Currency Amount face value of each Letter of Credit which is to be issued in an Optional Currency a minimum Sterling Amount of (pound)1,000,000; (c) the Expiry Date falls on or before the earlier of 12 months from the Issue Date and shall notify the Final Repayment Date; (d) the Issuing Bank and (if different) the Facility Agent and each Lender has agreed its terms; (e) the Sterling Amount of the details of the requested Letter of Credit and its participation requested does not exceed the Available Facility Amount in that Letter respect of the Revolving Credit by the Specified Time.Facility; (f) A Revolving Facility B Lender may issue and act as Lender in respect of a Letter after such Issue, there will be no more than ten Letters of Credit by any Affiliate it nominates for this purpose in writing to the Issuing Agent. Where a Revolving Facility B Lender has so nominated an Affiliate, references in this Agreement to a Lender in relation to that Letter of Credit shall be deemed to be a reference to that Lender and its Affiliate or to that Lender or its Affiliate (as the context requires).outstanding; (g) Xxxxx Fargo Bankno order, NA will only judgment or decree of any Governmental Entity or arbitrator shall be deemed outstanding which by its terms purports to be a Lender for enjoin or restrain the purposes of this Clause 6.7 (Issue of Letters Issuing Bank from Issuing such Letter of Credit, nor shall any requirement of law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) after from any Governmental Entity with jurisdiction over the Target Accession Date has occurred and shall not have any liability in respect Issuing Bank prohibit, or request that the Issuing Bank refrain from, the Issuance of Letters of Credit issued prior generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Target Accession DateIssuing Bank is not otherwise compensated hereunder and which is not in effect on the date of this Agreement), or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the date of this Agreement and which the Issuing Bank in good xxxxx xxxxx material to it; (h) the currency in which the relevant Letter of Credit is to be denominated is, in the opinion of the Issuing Bank, not likely to be subject to undue fluctuation against Sterling and is likely to be freely convertible and available in sufficient amounts to enable the Issuing Bank to discharge its obligations as they fall due; (i) the Issuing Bank has approved (and been approved by) the relevant beneficiary; and (j) the total Sterling Amount of all Outstanding Contingent Liabilities under all Letters of Credit then outstanding would not exceed (pound)400,000,000.

Issue of Letters of Credit. (aA) If the conditions set out in this Agreement have been met (including those set out in Clause 4.2)met, the relevant LC Issuing Agent (as agent and mandatario con rappresentanza for and on behalf of each of the Lenders) Bank shall issue the Letter of Credit on the Utilisation Date. (bB) The relevant LC Issuing Agent Bank will only be obliged to comply with paragraph (aA) above if on the date of the Utilisation Request or Renewal or Extension Request and on the proposed Utilisation Date: (i) in the case of a Letter of Credit renewed in accordance with Clause 6.8 clause 7.7 (Renewal or extension of a Letter of Credit), no Event of Default is continuing or would result from the proposed Utilisation and, in the case of any other Utilisation, no Default is continuing or would result from the proposed Utilisation; (ii) the making of the proposed Utilisation would not result in (i) the aggregate principal amount outstanding under the Facility exceeding the lesser of the Total Facility Amount and the Borrowing Base Amount or (ii) the aggregate of all outstanding Letters of Credit issued by the LC Issuing Banks exceeding USD 200 million; (iii) the Repeating Representations to be made by each Obligor are true in all material respects (or, in the case of a Repeating Representation that contains a materiality concept, true and correct in all respects); and (iv) the LC Issuing Bank and the Lenders have completed all applicable know-your-customer and compliance requirements which are required by law in relation to the beneficiary of the Letter of Credit. (cC) The amount of each Lender’s obligations under and participation in each Letter of Credit will be equal to the proportion borne by its the Available Revolving Commitment of such Lender under the Non-IFC Facility to the aggregate Available Revolving Commitments of all the Lenders under the Non-IFC Facility immediately prior to the issue of the Letter of Credit. (dD) The liability of the Lenders under a Letter of Credit is several and not joint in any way and no Lender shall be liable for the failure of any other Lender to perform its obligations under a Letter of Credit. (e) The Facility Agent shall determine the Base Currency Amount of each Letter of Credit which is to be issued in an Optional Currency and shall notify the LC Issuing Agent Bank and each Lender (other than IFC) of the details of the requested Letter of Credit and its participation in that Letter of Credit by the Specified Time. (f) A Revolving Facility B Lender may issue and act as Lender in respect of a Letter of Credit by any Affiliate it nominates for this purpose in writing to the Issuing Agent. Where a Revolving Facility B Lender has so nominated an Affiliate, references in this Agreement to a Lender in relation to that Letter of Credit shall be deemed to be a reference to that Lender and its Affiliate or to that Lender or its Affiliate (as the context requires). (g) Xxxxx Fargo Bank, NA will only be deemed to be a Lender for the purposes of this Clause 6.7 (Issue of Letters of Credit) after the Target Accession Date has occurred and shall not have any liability in respect of Letters of Credit issued prior to the Target Accession Date.

Issue of Letters of Credit. (a) If the conditions set out in this Agreement have been met (including those set out in Clause 4.2)met, the Issuing Agent (as agent and mandatario con rappresentanza for and on behalf of each of the Lenders) Bank shall issue the Letter of Credit on the Utilisation Date. (b) The Subject to Clause 4.5 (Certain Funds), the Issuing Agent Bank will only be obliged to comply with paragraph (a) above if on the date of the Utilisation Request or Renewal Request and on the proposed Utilisation Date: (i) in the case of a Letter of Credit to be renewed in accordance with Clause 6.8 6.6 (Renewal of a Letter of Credit), ) no notice of acceleration or cancellation has been given pursuant to Clause 30.21 (Acceleration) as a result of the occurrence of an Event of Default is continuing or would result from the proposed Utilisation and, in the case of any other Utilisation, no Default is continuing or would occur as a result from the proposed Utilisation;; and (ii) in relation to a Utilisation on Closing, all the representations and warranties in Clause 26 (Representations) which are made or deemed to be made on Closing are true and accurate or, in relation to any other Utilisation (other than pursuant to a Renewal Request), the Repeating Representations that are stipulated to be made by each Obligor on the relevant Utilisation Date are true and accurate (in all material respectsrespects in the case of Repeating Representations to which a materiality test is not already applied in accordance with their terms). (c) The amount of each Lender’s obligations under and 's participation in each Letter of Credit will be equal to the proportion borne by its Available Revolving Commitment to the Available Facility (in each case in relation to the Revolving Facility Facility) immediately prior to the issue of the Letter of Credit. (d) The liability of the Lenders under a Letter of Credit is several and not joint in any way and no Lender shall be liable for the failure of any other Lender to perform its obligations under a Letter of Credit. (e) The Facility Agent shall determine the Base Currency Amount of each Letter of Credit which is to be issued in an Optional Currency and shall notify the Issuing Agent Bank and each Lender of the details of the requested Letter of Credit and its participation in that Letter of Credit by the Specified Time. (f) A Revolving Facility B Lender may issue and act as Lender in respect of a Letter of Credit by any Affiliate it nominates for this purpose in writing to the Issuing Agent. Where a Revolving Facility B Lender has so nominated an Affiliate, references in this Agreement to a Lender in relation to that Letter of Credit shall be deemed to be a reference to that Lender and its Affiliate or to that Lender or its Affiliate (as the context requires). (g) Xxxxx Fargo Bank, NA will only be deemed to be a Lender for the purposes of this Clause 6.7 (Issue of Letters of Credit) after the Target Accession Date has occurred and shall not have any liability in respect of Letters of Credit issued prior to the Target Accession Date.

Issue of Letters of Credit. (a) If the conditions set out in this Agreement have been met (including those set out in Clause 4.2)met, the relevant Issuing Agent (as agent and mandatario con rappresentanza for and on behalf of each of the Lenders) Bank shall issue the Letter of Credit on the Utilisation Date. (b) The Subject to Clause 4.1 (Initial conditions precedent), an Issuing Agent Bank will only be obliged to comply with paragraph (a) above in relation to a Letter of Credit, if on the date of the Utilisation Request or Renewal Request and on the proposed Utilisation Date: (i) in the case of a Letter of Credit to be renewed in accordance with Clause 6.8 6.6 (Renewal of a Letter of Credit), ) no Declared Default is continuing; and (ii) in the case of any other Utilisation no Event of Default is continuing or would occur as a result from the proposed Utilisation and, in the case of any other Utilisation, no Default is continuing or would result from the proposed Utilisation; (ii) and the Repeating Representations to be made by each Obligor are true in all material respects or, in the case of such representations and warranties which are subject to a materiality threshold or qualification in accordance with their terms, are correct in all respects. (c) With respect of any Letter of Credit denominated in USD or MEX$, each of the Original Lenders may make its participation available through an Affiliate in Mexico and, in the event that this paragraph (c) applies: (i) any reference to “Lender” in any Finance Document shall be deemed to refer to an Original Lender and/or (as appropriate) such Affiliate; and (ii) the Lender and its Affiliate shall be treated as a single Lender whose Commitment is the amount set out opposite the relevant Lender’s name in Part 2 of Schedule 1 (The Original Parties) and/or the amount of any Commitment transferred to or assumed by that Lender under this Agreement, to the extent (in each case) not cancelled, reduced or transferred by it under this Agreement. (d) The amount of each Lender’s obligations under and participation in each Letter of Credit will be equal to the proportion borne by its Available Revolving Commitment to the relevant Available Revolving Facility immediately prior to the issue of the Letter of Credit. (d) The liability of the Lenders under a Letter of Credit is several and not joint in any way and no Lender shall be liable for the failure of any other Lender to perform its obligations under a Letter of Credit. (e) The Agent shall determine the Base Currency Amount of each Letter of Credit which is to be issued in an Optional Currency and shall notify the Issuing Agent Bank and each Lender of the details of the requested Letter of Credit and its participation in that Letter of Credit by the Specified Time. (f) A Revolving Facility B Lender The Issuing Bank has no duty to enquire of any person whether or not any of the conditions set out in paragraph (b) have been met. The Issuing Bank may issue and act as Lender in respect of assume that those conditions have been met until it has been expressly notified to the contrary by the Agent. The Issuing Bank will have no liability to any person for issuing a Letter of Credit by any Affiliate it nominates for this purpose in writing to the Issuing Agent. Where a Revolving Facility B Lender has so nominated an Affiliate, references in this Agreement to a Lender in relation to that Letter of Credit shall be deemed to be a reference to that Lender and its Affiliate or to that Lender or its Affiliate (as the context requires)based on such assumption. (g) Xxxxx Fargo Bank, NA will only be deemed to be a Lender The Issuing Bank is solely responsible for the purposes form of this Clause 6.7 (Issue of Letters of Credit) after the Target Accession Date has occurred and shall not have any liability in respect of Letters Letter of Credit issued prior that it issues. The Agent has no duty to monitor the Target Accession Dateform of that document. (h) Subject to paragraph (g) of Clause 30.6 (Rights and discretions), each of the Issuing Bank and the Agent shall provide the other with any information reasonably requested by the other that relates to a Letter of Credit and its issue.

Issue of Letters of Credit. (aA) If the conditions set out in this Agreement have been met (including those set out in Clause 4.2)met, the relevant LC Issuing Agent (as agent and mandatario con rappresentanza for and on behalf of each of the Lenders) Bank shall issue the Letter of Credit on the Utilisation Date. (bB) The relevant LC Issuing Agent Bank will only be obliged to comply with paragraph (aA) above if on the date of the Utilisation Request or Renewal or Extension Request and on the proposed Utilisation Date: (i) in the case of a Letter of Credit renewed in accordance with Clause 6.8 clause 15.7 (Renewal or extension of a Letter of Credit), no Event of Default is continuing or would result from the proposed Utilisation and, in the case of any other Utilisation, no Default is continuing or would result from the proposed Utilisation; (ii) the making of the proposed Utilisation would not result in (i) the aggregate principal amount outstanding under the Facility exceeding the lesser of the Total Facility Amount and the Borrowing Base Amount or (ii) the aggregate of all outstanding Letters of Credit issued by the LC Issuing Banks exceeding USD 200 million; (iii) the Repeating Representations to be made by each Obligor are true in all material respects (or, in the case of a Repeating Representation that contains a materiality concept, true and correct in all respects); and (iv) the LC Issuing Bank and the Lenders have completed all applicable know-your-customer and compliance requirements which are required by law in relation to the beneficiary of the Letter of Credit. (cC) The amount of each Lender’s obligations under and participation in each Letter of Credit will be equal to the proportion borne by its the Available Revolving Commitment of such Lender under the Non-IFC Facility to the aggregate Available Revolving Commitments of all the Lenders under the Non-IFC Facility immediately prior to the issue of the Letter of Credit. (dD) The liability of the Lenders under a Letter of Credit is several and not joint in any way and no Lender shall be liable for the failure of any other Lender to perform its obligations under a Letter of Credit. (e) The Facility Agent shall determine the Base Currency Amount of each Letter of Credit which is to be issued in an Optional Currency and shall notify the LC Issuing Agent Bank and each Lender (other than IFC) of the details of the requested Letter of Credit and its participation in that Letter of Credit by the Specified Time. (f) A Revolving Facility B Lender may issue and act as Lender in respect of a Letter of Credit by any Affiliate it nominates for this purpose in writing to the Issuing Agent. Where a Revolving Facility B Lender has so nominated an Affiliate, references in this Agreement to a Lender in relation to that Letter of Credit shall be deemed to be a reference to that Lender and its Affiliate or to that Lender or its Affiliate (as the context requires). (g) Xxxxx Fargo Bank, NA will only be deemed to be a Lender for the purposes of this Clause 6.7 (Issue of Letters of Credit) after the Target Accession Date has occurred and shall not have any liability in respect of Letters of Credit issued prior to the Target Accession Date.

Issue of Letters of Credit. (a) If the conditions set out in this Agreement have been met (including those set out met, including, without limitation, an agreement between the Borrower and the applicable Issuing Bank on the amount of the fronting fee specified in Clause 4.27.3 (a) (Fee Payable in respect of Letters of Credit), the applicable Issuing Agent (as agent and mandatario con rappresentanza for and on behalf of each of the Lenders) Bank shall issue the Letter of Credit on the Utilisation Date. (b) The applicable Issuing Agent Bank will only be obliged to comply with paragraph (a) above if on the date of the Utilisation Request or Renewal Request and on the proposed Utilisation Date: (i) in the case of a Letter of Credit renewed in accordance with Clause 6.8 6.7 (Renewal of a Letter of Credit), no Event of Default is continuing or would result from the proposed Utilisation and, in the case of any other Utilisation, no Default is continuing or would result from the proposed Utilisation;; and (ii) each of the Repeating Representations representations and warranties contained in Clause 22 (Representations) hereof and in each other Finance Document to be made by each Obligor Credit Party are true and correct in all material respectsrespects before and after giving effect to the proposed Utilisation. (c) Without prejudice to Clause 7.5(b) or (c) (Indemnities), each Revolving Lender shall be deemed to participate in each Letter of Credit issued or to be issued pursuant to this Agreement. The amount of each Revolving Lender’s obligations under and 's deemed participation in each Letter of Credit will be an amount equal to the greater of: (A) the proportion of the amount of the Letter of Credit borne by its Available Commitment (for the Revolving Commitment Credit Facility) to the aggregate Available Commitments (for the Revolving Facility Credit Facility) immediately prior to the issue of the Letter of CreditCredit or (B) any amount paid or payable by that Revolving Lender pursuant to Clause 7.5 (Indemnities). (d) The liability of the Lenders under a Letter of Credit is several and not joint in any way and no Lender shall be liable for the failure of any other Lender to perform its obligations under a Letter of Credit. (e) The Administrative Agent shall determine the Base Currency Amount of each Letter of Credit which is to be issued in an Optional Currency and shall notify the applicable Issuing Agent Bank and each Revolving Lender of the details of the requested Letter of Credit and its participation in that Letter of Credit by the Specified Time. (f) A Revolving Facility B Lender may issue and act as Lender in respect of a Letter of Credit by any Affiliate it nominates for this purpose in writing to the Issuing Agent. Where a Revolving Facility B Lender has so nominated an Affiliate, references in this Agreement to a Lender in relation to that Letter of Credit shall be deemed to be a reference to that Lender and its Affiliate or to that Lender or its Affiliate (as the context requires). (g) Xxxxx Fargo Bank, NA will only be deemed to be a Lender for the purposes of this Clause 6.7 (Issue of Letters of Credit) after the Target Accession Date has occurred and shall not have any liability in respect of Letters of Credit issued prior to the Target Accession Date.

Issue of Letters of Credit. (aA) If the conditions set out in this Agreement have been met (including those set out in Clause 4.2)met, the relevant LC Issuing Agent (as agent and mandatario con rappresentanza for and on behalf of each of the Lenders) Bank shall issue the Letter of Credit on the Utilisation Date. (bB) The relevant LC Issuing Agent Bank will only be obliged to comply with paragraph (aA) above if on the date of the Utilisation Request or Renewal or Extension Request and on the proposed Utilisation Date: (i) in the case of a Letter of Credit renewed in accordance with Clause 6.8 clause 7.7 (Renewal or extension of a Letter of Credit), no Event of Default is continuing or would result from the proposed Utilisation and, in the case of any other Utilisation, no Default is continuing or would result from the proposed Utilisation; (ii) the making of the proposed Utilisation would not result in (i) the aggregate principal amount outstanding under the Facility exceeding the lesser of the Total Facility Amount and the Borrowing Base Amount or (ii) the aggregate of all outstanding Letters of Credit issued by the LC Issuing Banks exceeding USD 200 million; (iii) the Repeating Representations to be made by each Obligor are true in all material respects (or, in the case of a Repeating Representation that contains a materiality concept, true and correct in all respects); and (iv) the LC Issuing Bank and the Lenders have completed all applicable know-your-customer and compliance requirements which are required by law in relation to the beneficiary of the Letter of Credit. (cC) The amount of each Lender’s obligations under and participation in each Letter of Credit will be equal to the proportion borne by its the Available Revolving Commitment of such Lender under the Facility to the aggregate Available Revolving Commitments of all the Lenders under the Facility immediately prior to the issue of the Letter of Credit. (dD) The liability of the Lenders under a Letter of Credit is several and not joint in any way and no Lender shall be liable for the failure of any other Lender to perform its obligations under a Letter of Credit. (e) The Facility Agent shall determine the Base Currency Amount of each Letter of Credit which is to be issued in an Optional Currency and shall notify the LC Issuing Agent Bank and each Lender of the details of the requested Letter of Credit and its participation in that Letter of Credit by the Specified Time. (f) A Revolving Facility B Lender may issue and act as Lender in respect of a Letter of Credit by any Affiliate it nominates for this purpose in writing to the Issuing Agent. Where a Revolving Facility B Lender has so nominated an Affiliate, references in this Agreement to a Lender in relation to that Letter of Credit shall be deemed to be a reference to that Lender and its Affiliate or to that Lender or its Affiliate (as the context requires). (g) Xxxxx Fargo Bank, NA will only be deemed to be a Lender for the purposes of this Clause 6.7 (Issue of Letters of Credit) after the Target Accession Date has occurred and shall not have any liability in respect of Letters of Credit issued prior to the Target Accession Date.

Issue of Letters of Credit. (a) If the conditions set out in this Agreement have been met (including those set out in Clause 4.2)met, the relevant Issuing Agent (as agent and mandatario con rappresentanza for and on behalf of each of the Lenders) Bank shall issue the Letter of Credit on the Utilisation Date, provided that an Issuing Bank may refuse to issue the requested Letter of Credit because of the identity of the beneficiary or due to legal or regulatory restrictions or its acceptability under legal, commercial (other than in relation to the agreed pricing pursuant to the terms of this Agreement) and internal policy implications. The relevant Issuing Bank will inform the Agent and the relevant Borrower at the Specified Time whether it intends to issue the requested Letter of Credit on the Utilisation Date or whether it intends to refuse to issue the requested Letter of Credit. (b) The relevant Issuing Agent Bank will only be obliged to comply with paragraph (a) above if on the date of the Utilisation Request or Renewal Request and on the proposed Utilisation Date: (i) in the case of a Letter of Credit renewed in accordance with Clause 6.8 ‎7.7 (Renewal of a Letter of Credit), no Event of Default is continuing or would result from the proposed Utilisation and, in the case of any other Utilisation, no Default is continuing or would result from the proposed Utilisation;; and (ii) the Repeating Representations to be made by each Obligor are true in all material respects. (c) The amount of each Lender’s obligations under and 's participation in each Letter of Credit will be equal to the proportion borne by its that Lender's Available Revolving Commitment to the Available Revolving Facility immediately prior to the issue of the Letter of Credit. (d) The liability of the Lenders under a Letter of Credit is several and not joint in any way and no Lender shall be liable for the failure of any other Lender to perform its obligations under a Letter of Credit. (e) The Agent shall determine the Base Currency Amount of each Letter of Credit which is to be issued in an Optional Currency and shall notify the relevant Issuing Agent Bank and each Lender of the details of the requested Letter of Credit and its participation in that Letter of Credit by the Specified Time. (f) A Revolving Facility B Lender may issue and act as Lender in respect of a Letter of Credit by any Affiliate it nominates for this purpose in writing to the Issuing Agent. Where a Revolving Facility B Lender has so nominated an Affiliate, references in this Agreement to a Lender in relation to that Letter of Credit shall be deemed to be a reference to that Lender and its Affiliate or to that Lender or its Affiliate (as the context requires). (g) Xxxxx Fargo Bank, NA will only be deemed to be a Lender for the purposes of this Clause 6.7 (Issue of Letters of Credit) after the Target Accession Date has occurred and shall not have any liability in respect of Letters of Credit issued prior to the Target Accession Date.

Issue of Letters of Credit. (a) If Subject to the conditions set out in provisions of this Agreement have been met (including those set out and to the prior delivery of the notice referred to in Clause 4.2clause 4.1(a), the Issuing Bank will Issue a Letter of Credit specified in a Drawdown Notice at the request of a Borrower, if the Agent has received the Drawdown Notice for a Letter of Credit in the form set out in Part B of schedule 2 (as agent and mandatario con rappresentanza for and Letters of Credit) signed on behalf of each of such Borrower not later than 11.00 am five Banking Days prior to the Lendersproposed Issue Date; and (a) shall issue the Letter of Credit proposed Issue Date is a Banking Day on or before the Utilisation Final Repayment Date.; (b) The Issuing Agent will only be obliged to comply with paragraph (a) above if on the date of the Utilisation Request or Renewal Request and on the proposed Utilisation Date: (i) in the case of a Letter of Credit renewed in accordance with Clause 6.8 (Renewal of a Letter of Credit), no Event of Default is continuing or would result from the proposed Utilisation and, in the case of any other Utilisation, no Default is continuing or would result from the proposed Utilisation; (ii) the Repeating Representations to be made by each Obligor are true in all material respects. (c) The amount of each Lender’s obligations under and participation in each Letter of Credit will be equal to the proportion borne by its Available Revolving Commitment to the Available Revolving Facility immediately prior to the issue of the Letter of Credit. (d) The liability of the Lenders under a Letter of Credit is several and not joint in any way and no Lender shall be liable for the failure of any other Lender to perform its obligations under a Letter of Credit. (e) The Agent shall determine the Base Currency Amount face value of each Letter of Credit which is to be issued in an Optional Currency a minimum Sterling Amount of (pound)250,000; (c) the Expiry Date falls on or before the earlier of 12 months from the Issue Date and shall notify the Final Repayment Date; (d) the Issuing Bank and (if different) the Facility Agent and each Lender has agreed its terms; (e) the Sterling Amount of the details of the requested Letter of Credit and its participation requested does not exceed the Available Facility Amount in that Letter respect of Credit by the Specified Time.Facility; (f) A Revolving Facility B Lender may issue and act as Lender in respect of a Letter after such Issue, there will be no more than twenty Letters of Credit by any Affiliate it nominates for this purpose in writing to the Issuing Agent. Where a Revolving Facility B Lender has so nominated an Affiliate, references in this Agreement to a Lender in relation to that Letter of Credit shall be deemed to be a reference to that Lender and its Affiliate or to that Lender or its Affiliate (as the context requires).outstanding; (g) Xxxxx Fargo Bankno order, NA will only judgment or decree of any Governmental Entity or arbitrator shall be deemed outstanding which by its terms purports to be a Lender for enjoin or restrain the purposes of this Clause 6.7 (Issue of Letters Issuing Bank from Issuing such Letter of Credit, nor shall any requirement of law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) after from any Governmental Entity with jurisdiction over the Target Accession Date has occurred and shall not have any liability in respect Issuing Bank prohibit, or request that the Issuing Bank refrain from, the Issuance of Letters of Credit issued prior generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Target Accession DateIssuing Bank is not otherwise compensated hereunder and which is not in effect on the date of this Agreement), or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the date of this Agreement and which the Issuing Bank in good xxxxx xxxxx material to it; (h) the currency in which the relevant Letter of Credit is to be denominated is, in the opinion of the Issuing Bank, not likely to be subject to undue fluctuation against Sterling and is likely to be freely convertible and available in sufficient amounts to enable the Issuing Bank to discharge its obligations as they fall due; (i) the Issuing Bank has approved (and been approved by) the relevant beneficiary; and (j) the total Sterling Amount of all Outstanding Contingent Liabilities under all Letters of Credit then outstanding would not exceed (pound)100,000,000.

Issue of Letters of Credit. (aA) If the conditions set out in this Agreement have been met (including those set out in Clause 4.2)met, the LC Issuing Agent (as agent and mandatario con rappresentanza for and on behalf of each of the Lenders) Bank shall issue the each Letter of Credit on the relevant Utilisation DateDate proposed in the Utilisation Request. (bB) The LC Issuing Agent Bank will only be obliged to comply with paragraph (aA) above if on the date of the Utilisation Request or Renewal or Extension Request and on the proposed Utilisation Date: (i) in the case making of a Letter of Credit renewed in accordance with Clause 6.8 (Renewal of a Letter of Credit), no Event of Default is continuing or would result from the proposed Utilisation and, would not result in the case total outstanding Letters of any other Utilisation, no Default is continuing or would result from the proposed UtilisationCredit exceeding 40; (ii) the Repeating Representations to be made making of the proposed Utilisation would not result in the aggregate of all outstanding Letters of Credit issued by each Obligor are true in all material respects.the LC Issuing Banks exceeding the Total Commitments; (ciii) The amount of each Lender’s obligations under the LC Issuing Bank and participation the Lenders have completed all applicable (i) know-your-customer requirements and (ii) compliance requirements, in each Letter of Credit will be equal case as required by law, regulation or the LC Issuing Bank’s mandatory internal policy (as consistently applied) regarding environmental issues, each in relation to the proportion borne by its Available Revolving Commitment to the Available Revolving Facility immediately prior to the issue Beneficiary of the Letter of Credit. (dC) Subject to clause 6.14(B) (Cash collateralisation), the Borrower may request a Utilisation which requires a Letter of Credit to be issued by the LC Issuing Bank which has a term greater than the Availability Period under the Facility. (D) The liability Borrower may request a Utilisation which requires a Letter of Credit to be issued by the LC Issuing Bank’s Facility Office (or branch) in any particular country, and the LC Issuing Bank shall, unless prevented from doing so by mandatory internal policy requirements (as applied consistently) or by applicable law or regulation, satisfy any such request. For the avoidance of doubt, this clause 6.6(D) shall not apply to any Letter of Credit required to be issued by the LC Issuing Bank’s London branch. (E) If the Borrower requests a Utilisation which requires a Letter of Credit: (i) to be issued by a financial institution in a country in which the LC Issuing Bank does not have a facility office (or branch); or (ii) where clause 6.6(D) applies; the LC Issuing Bank will use its best efforts, subject to the Borrower’s prior written consent, to procure that such Letter of Credit is issued through a correspondent bank. In the event that the LC Issuing Bank is requested to issue any Letter of Credit through a correspondent bank then it shall promptly, and in any event within 15 Business Days of the Lenders date of any Utilisation Request, advise the Borrower of any reasonable additional and documented costs associated with the issue of the Letter of Credit by its correspondent bank (and the LC Issuing Bank shall provide the Borrower with copies of any agreement and any documentation providing for and evidencing the payment of such costs). For the avoidance of doubt the 15 Business Days during which the LC Issuing Bank is required to advise the Borrower of reasonable additional and documented costs shall have no impact or effect on the Utilisation Date. The LC Issuing Bank shall take all reasonable steps to minimise any such additional costs. In no event may the LC Issuing Bank increase the Margin or Letter of Credit Fee payable by the Borrower hereunder or charge any additional amount for its own account as a consequence of the issue of a Letter of Credit through a correspondent bank which it would not otherwise have been able to charge had the Letter of Credit been issued by it under this Agreement. Any additional costs properly incurred and payable to the correspondent bank by the LC Issuing Bank in respect of the issue of the Letter of Credit shall be borne by the Borrower. If the Borrower does not agree to the payment of such costs and/or the identity of the correspondent bank, it may revoke the Utilisation Request (without incurring any cost or liability to any Finance Party whatsoever for so doing). (F) The Borrower may request that a Letter of Credit is several and not joint issued in any way and no Lender shall be liable for the failure of any other Lender Base Currency or, subject to perform its obligations under a Letter of Creditclause 6.7 (Conditions relating to Optional Currencies), in an Optional Currency. (eG) The Agent shall determine For the Base Currency Amount avoidance of each Letter of Credit which is doubt, subject to be issued in an Optional Currency and shall notify the Issuing Agent and each Lender of the details of the requested Letter of Credit and its participation in that Letter of Credit by the Specified Time. clause 6.16 (f) A Revolving Facility B Lender may issue and act as Lender in respect of a Letter of Credit by any Affiliate it nominates for this purpose in writing to the Issuing Agent. Where a Revolving Facility B Lender has so nominated an Affiliate, references in this Agreement to a Lender in relation to that Letter of Credit shall be deemed to be a reference to that Lender and its Affiliate or to that Lender or its Affiliate (as the context requires). (g) Xxxxx Fargo Bank, NA will only be deemed to be a Lender for the purposes of this Clause 6.7 (Issue of Letters of Credit) after the Target Accession Date has occurred and shall not have any liability in respect of Letters of Credit issued prior to the Target Accession Date.

Issue of Letters of Credit. Subject to the provisions of this Agreement, the Issuing Bank will Issue a Letter of Credit specified in a Drawdown Notice at the request of any Borrower, if the Facility Agent has received the Drawdown Notice for a Letter of Credit in the form set out in Part B of Schedule 2 (Letters of Credit) signed on behalf of that Borrower not later than 11.00 am five Banking Days prior to the proposed Issue Date and: (a) If the conditions set out in this Agreement have been met (including those set out in Clause 4.2), proposed Issue Date is a Banking Day on or before the Issuing Agent (as agent and mandatario con rappresentanza for and on behalf of each Final Repayment Date of the Lenders) shall issue the Letter of Revolving Credit on the Utilisation Date.Facility; (b) The Issuing Agent will only be obliged to comply with paragraph (a) above if on the date of the Utilisation Request or Renewal Request and on the proposed Utilisation Date: (i) in the case of a Letter of Credit renewed in accordance with Clause 6.8 (Renewal of a Letter of Credit), no Event of Default is continuing or would result from the proposed Utilisation and, in the case of any other Utilisation, no Default is continuing or would result from the proposed Utilisation; (ii) the Repeating Representations to be made by each Obligor are true in all material respects. (c) The amount of each Lender’s obligations under and participation in each Letter of Credit will be equal to the proportion borne by its Available Revolving Commitment to the Available Revolving Facility immediately prior to the issue of the Letter of Credit. (d) The liability of the Lenders under a Letter of Credit is several and not joint in any way and no Lender shall be liable for the failure of any other Lender to perform its obligations under a Letter of Credit. (e) The Agent shall determine the Base Currency Amount face value of each Letter of Credit which is or is equivalent to be issued in an Optional Currency and shall notify a minimum Sterling Amount of(pound)1,000,000; (c) the Expiry Date falls on or before the earlier of (i) 12 months from the Issue Date or (ii) the Final Repayment Date of the Revolving Credit Facility; (d) the Issuing Bank and (if different) the Facility Agent and each Lender have agreed its terms; (e) the Sterling Amount of the details of the requested Letter of Credit and its participation requested does not exceed the Available Amount in that Letter respect of the Revolving Credit by the Specified Time.Facility; (f) A Revolving Facility B Lender may issue and act as Lender in respect of a Letter after such Issue, there will be no more than ten Letters of Credit by any Affiliate it nominates for this purpose in writing to the Issuing Agent. Where a Revolving Facility B Lender has so nominated an Affiliate, references in this Agreement to a Lender in relation to that Letter of Credit shall be deemed to be a reference to that Lender and its Affiliate or to that Lender or its Affiliate (as the context requires).outstanding; (g) Xxxxx Fargo Bankno order, NA will only judgment or decree of any Government Entity or arbitrator shall be deemed outstanding which by its terms purports to be a Lender for enjoin or restrain the purposes of this Clause 6.7 (Issue of Letters Issuing Bank from Issuing such Letter of Credit, nor shall any requirement of law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) after from any Governmental Entity with jurisdiction over the Target Accession Date has occurred and shall not have any liability in respect Issuing Bank prohibit, or request that the Issuing Bank refrain from, the Issuance of Letters of Credit issued prior generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Target Accession DateIssuing Bank is not otherwise compensated hereunder and which is not in effect on the date of this Agreement), or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the date of this Agreement and which the Issuing Bank in good xxxxx xxxxx material to it; (h) the currency in which the relevant Letter of Credit is to be denominated is, in the opinion of the Issuing Bank, not likely to be subject to undue fluctuation against Sterling and is likely to be freely convertible and available in sufficient amounts to enable the Issuing Bank to discharge its obligations as they fall due; (i) the Issuing Bank has approved (and been approved by) the relevant beneficiary; and (j) the total Sterling Amount of all Outstanding Contingent Liabilities under all Letters of Credit then outstanding would not exceed (pound)400,000,000.

Issue of Letters of Credit. (a) If Subject to paragraph (b) below, if the conditions set out in this Agreement have been met (including those set out in Clause 4.2)met, the Issuing Agent (as agent and mandatario con rappresentanza for and shall on behalf of each of the Lenders) shall Banks, issue the relevant Letter of Credit on the Utilisation Date. (b) The Issuing Agent will only be obliged No Bank is required to comply with paragraph (a) above if on the date of the Utilisation Request or Renewal Request and on the proposed Utilisation Date: (i) in the case of a issue any Letter of Credit renewed (or require the Agent to do so on its behalf) and each Bank can decide whether to do so in accordance with Clause 6.8 its absolute discretion, notwithstanding the satisfaction of the other conditions to Utilisation in this Agreement. If any Bank decides that it does not want any duly requested Letter of Credit issued by it or on its behalf, it shall notify the Agent of such decision and the Agent shall in turn notify the Guarantor and each other Bank, in each case by no later than the Specified Time. (Renewal of c) If any Bank notifies the Agent under paragraph (b) above that it shall not issue a requested Letter of Credit), no Event such Letter of Default is continuing Credit may still be issued by or would result from on behalf of each other Bank (the proposed Utilisation and, in the case of any other Utilisation, no Default is continuing or would result from the proposed Utilisation; (ii) the Repeating Representations decision whether to make such issuance to be made by each Obligor are true other Bank in all material respectsits absolute discretion) if each other Bank notifies the Agent that it agrees to such issuance by no later than the Specified Time. (d) Subject to paragraphs (b) and (c) The above, the amount of each LenderBank’s obligations under and participation in each Letter of Credit will be equal to the proportion borne by its Available Revolving Commitment Stated Amount to the Available Revolving Facility immediately prior to the issue of the Letter of Credit. (d) The liability of the Lenders under a , provided that if any Letter of Credit is several and not joint in to be issued by or on behalf of all of the Banks as a result of the application of paragraph (c) above (any way and no Lender Bank which that Letter of Credit is not to be issued by or on behalf of being a “Declining Bank”), the Available Stated Amount of each Declining Bank shall be liable deducted from the Available Facility for the failure of any other Lender to perform its obligations under a Letter of Creditthese purposes. (e) The Agent shall determine the Base Currency Amount of each Letter of Credit which is to be issued in an Optional Currency and shall notify the Issuing Agent and each Lender Bank of the details of the each requested Letter of Credit and its participation in that Letter of Credit Credit, in each case by the Specified Time. (f) A Revolving In determining the amount of the Available Facility B Lender may issue and act as Lender in respect a Bank’s L/C Proportion of a proposed Letter of Credit by Credit, the Available Stated Amount of a Bank will be calculated ignoring any Affiliate it nominates Collateral Cover provided for this purpose in writing to the Issuing Agent. Where a Revolving Facility B Lender has so nominated an Affiliate, references in this Agreement to a Lender in relation to that Letter of Credit shall be deemed to be a reference to that Lender and its Affiliate or to that Lender or its Affiliate (as the context requires). (g) Xxxxx Fargo Bank, NA will only be deemed to be a Lender for the purposes of this Clause 6.7 (Issue of outstanding Letters of Credit) after the Target Accession Date has occurred and shall not have any liability in respect of Letters of Credit issued prior to the Target Accession Date.

Issue of Letters of Credit. (a) If the conditions set out in this Agreement have been met (including those set out in Clause 4.2)met, the Issuing Agent (as agent and mandatario con rappresentanza for and on behalf of each of the Lenders) Bank shall issue the Letter of Credit on the Utilisation Date. (b) The Subject to Clause 4.1 (Initial conditions precedent), the Issuing Agent Bank will only be obliged to comply with paragraph (a) above in relation to a Letter of Credit other than one to which paragraph (c) below applies, if on the date of the Utilisation Request or Renewal Request and on the proposed Utilisation Date: (i) no Default (or, in the case of a Letter of Credit to be renewed in accordance with Clause 6.8 6.6 (Renewal of a Letter of Credit), no Event of Default is continuing or would result from the proposed Utilisation and, in the case of any other Utilisation, no Default Default) is continuing or would result from the proposed Utilisation;; and (ii) in relation to any Utilisation on the Closing Date, all the representations and warranties in Clause 23 (Representations) or, in relation to any other Utilisation, the Repeating Representations to be made by each Obligor are true in all material respects. (c) The amount of each Lender’s obligations under and participation in each Letter of Credit will be equal to the proportion borne by its Available Revolving Commitment to the Available Facility (in each case in relation to the Revolving Facility Facility) immediately prior to the issue of the Letter of Credit. (d) The liability of the Lenders under a Letter of Credit is several and not joint in any way and no Lender shall be liable for the failure of any other Lender to perform its obligations under a Letter of Credit. (e) The Agent shall determine the Base Currency Amount of each Letter of Credit which is to be issued in an Optional Currency and shall notify the Issuing Agent Bank and each Lender of the details of the requested Letter of Credit and its participation in that Letter of Credit by the Specified Time. (f) A Revolving Facility B Lender may issue and act as Lender in respect of a Letter of Credit by any Affiliate it nominates for this purpose in writing to the Issuing Agent. Where a Revolving Facility B Lender has so nominated an Affiliate, references in this Agreement to a Lender in relation to that Letter of Credit shall be deemed to be a reference to that Lender and its Affiliate or to that Lender or its Affiliate (as the context requires). (g) Xxxxx Fargo Bank, NA will only be deemed to be a Lender for the purposes of this Clause 6.7 (Issue of Letters of Credit) after the Target Accession Date has occurred and shall not have any liability in respect of Letters of Credit issued prior to the Target Accession Date.

Issue of Letters of Credit. (aA) If the conditions set out in this Agreement have been met (including those set out in Clause 4.2)met, the relevant LC Issuing Agent (as agent and mandatario con rappresentanza for and on behalf of each of the Lenders) Bank shall issue the Letter of Credit on the Utilisation Date. (bB) The relevant LC Issuing Agent Bank will only be obliged to comply with paragraph (aA) above if on the date of the Utilisation Request or Renewal or Extension Request and on the proposed Utilisation Date: (i) in the case of a Letter of Credit renewed in accordance with Clause 6.8 clause 7.7 (Renewal or extension of a Letter of Credit), no Event of Default is continuing or would result from the proposed Utilisation and, in the case of any other Utilisation, no Default is continuing or would result from the proposed Utilisation; (ii) the making of the proposed Utilisation would not result in (i) the aggregate principal amount outstanding under the Facility exceeding the lesser of the Total Facility Amount and the Borrowing Base Amount or (ii) the aggregate of all outstanding Letters of Credit issued by the LC Issuing Banks exceeding USD 200 million; (iii) the Repeating Representations to be made by each Obligor are true in all material respects (or, in the case of a Repeating Representation that contains a materiality concept, true and correct in all respects); and (iv) that LC Issuing Bank and the Lenders have completed all applicable know-your-customer and compliance requirements which are required by law in relation to the beneficiary of the Letter of Credit. (cC) The amount of each Lender’s obligations under and participation in each Letter of Credit will be equal to the proportion borne by its the Available Revolving Commitment of such Lender under the Facility to the aggregate Available Revolving Commitments of all the Lenders under the Facility immediately prior to the issue of the Letter of Credit. (dD) The liability of the Lenders under a Letter of Credit is several and not joint in any way and no Lender shall be liable for the failure of any other Lender to perform its obligations under a Letter of Credit. (e) The Facility Agent shall determine the Base Currency Amount of each Letter of Credit which is to be issued in an Optional Currency and shall notify the relevant LC Issuing Agent Banks and each Lender of the details of the requested Letter of Credit and its participation in that Letter of Credit by the Specified Time. (f) A Revolving Facility B Lender may issue and act as Lender in respect of a Letter of Credit by any Affiliate it nominates for this purpose in writing to the Issuing Agent. Where a Revolving Facility B Lender has so nominated an Affiliate, references in this Agreement to a Lender in relation to that Letter of Credit shall be deemed to be a reference to that Lender and its Affiliate or to that Lender or its Affiliate (as the context requires). (g) Xxxxx Fargo Bank, NA will only be deemed to be a Lender for the purposes of this Clause 6.7 (Issue of Letters of Credit) after the Target Accession Date has occurred and shall not have any liability in respect of Letters of Credit issued prior to the Target Accession Date.

Issue of Letters of Credit. Subject to the provisions of this Agreement, the Issuing Bank will Issue a Letter of Credit specified in a Drawdown Notice at the request of any Borrower, if the Facility Agent has received the Drawdown Notice for a Letter of Credit in the form set out in Part C of Schedule 2 (Letters of Credit) signed on behalf of that Borrower not later than 11.00 am five Banking Days prior to the proposed Issue Date and: (a) If the conditions set out in this Agreement have been met (including those set out in Clause 4.2), proposed Issue Date is a Banking Day on or before the Issuing Agent (as agent and mandatario con rappresentanza for and on behalf of each Final Repayment Date of the Lenders) shall issue relevant Tranche of the Letter of Revolving Credit on the Utilisation Date.Facility; (b) The Issuing Agent will only be obliged to comply with paragraph (a) above if on the date of the Utilisation Request or Renewal Request and on the proposed Utilisation Date: (i) in the case of a Letter of Credit renewed in accordance with Clause 6.8 (Renewal of a Letter of Credit), no Event of Default is continuing or would result from the proposed Utilisation and, in the case of any other Utilisation, no Default is continuing or would result from the proposed Utilisation; (ii) the Repeating Representations to be made by each Obligor are true in all material respects. (c) The amount of each Lender’s obligations under and participation in each Letter of Credit will be equal to the proportion borne by its Available Revolving Commitment to the Available Revolving Facility immediately prior to the issue of the Letter of Credit. (d) The liability of the Lenders under a Letter of Credit is several and not joint in any way and no Lender shall be liable for the failure of any other Lender to perform its obligations under a Letter of Credit. (e) The Agent shall determine the Base Currency Amount face value of each Letter of Credit which is or is equivalent to be issued in an Optional Currency and shall notify a minimum Sterling Amount of (pound)1,000,000; (c) the Expiry Date falls on or before the earlier of (i) 12 months from the Issue Date or (ii) the Final Repayment Date of the relevant Tranche of the Revolving Credit Facility; (d) the Issuing Bank and (if different) the Facility Agent and each Lender have agreed its terms; (e) the Sterling Amount of the details of the requested Letter of Credit and its participation requested does not exceed the Available Amount in that Letter respect of the relevant Tranche of the Revolving Credit by the Specified Time.Facility; (f) A Revolving Facility B Lender may issue and act as Lender in respect of a Letter after such Issue, there will be no more than ten Letters of Credit by any Affiliate it nominates for this purpose in writing to the Issuing Agent. Where a Revolving Facility B Lender has so nominated an Affiliate, references in this Agreement to a Lender in relation to that Letter of Credit shall be deemed to be a reference to that Lender and its Affiliate or to that Lender or its Affiliate (as the context requires).outstanding; (g) Xxxxx Fargo Bankno order, NA will only judgment or decree of any Government Entity or arbitrator shall be deemed outstanding which by its terms purports to be a Lender for enjoin or restrain the purposes of this Clause 6.7 (Issue of Letters Issuing Bank from Issuing such Letter of Credit, nor shall any requirement of law applicable to the Issuing Bank or any request or directive (whether or not having the force of law) after from any Governmental Entity with jurisdiction over the Target Accession Date has occurred and shall not have any liability in respect Issuing Bank prohibit, or request that the Issuing Bank refrain from, the Issuance of Letters of Credit issued prior generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the Target Accession DateIssuing Bank is not otherwise compensated hereunder and which is not in effect on the date of this Agreement), or shall impose upon the Issuing Bank any unreimbursed loss, cost or expense which was not applicable on the date of this Agreement and which the Issuing Bank in good faith deems material to it; (h) the currency in which xxx xxxxxant Letter of Credit is to be denominated is, in the opinion of the Issuing Bank, not likely to be subject to undue fluctuation against Sterling and is likely to be freely convertible and available in sufficient amounts to enable the Issuing Bank to discharge its obligations as they fall due; (i) the Issuing Bank has approved (and been approved by) the relevant beneficiary; and (j) the total Sterling Amount of all Outstanding Contingent Liabilities under all Letters of Credit then outstanding would not exceed (pound)400,000,000.

Issue of Letters of Credit. (a) If the conditions set out in this Agreement have been met (including those set out in Clause 4.2)met, the Issuing Agent (as agent and mandatario con rappresentanza for and on behalf of each of the Lenders) Bank shall issue the Letter of Credit on the Utilisation Date. (b) The Subject to Clause 4.1 (Initial conditions precedent), the Issuing Agent Bank will only be obliged to comply with paragraph (a) above in relation to a Letter of Credit (other than one to which Clause 4.5 (Utilisations during the Certain Funds Period) applies), if on the date of the Utilisation Request or Renewal Request and on the proposed Utilisation Date: (i) in the case of a Letter of Credit to be renewed in accordance with Clause 6.8 6.6 (Renewal of a Letter of Credit), ) no Event of Declared Default has occurred and is continuing or would result from the proposed Utilisation and, continuing; (ii) in the case of any other UtilisationLetter of Credit, no Default is continuing or would result from the proposed Utilisation;; and (iiiii) in relation to any Letter of Credit (other than a Renewal Request), the Repeating Representations to be made by each Obligor are true (in all material respectsrespects if not already subject to a materiality qualification in the relevant representation and warranty). (c) The amount of each Lender’s obligations under and 's participation in each Letter of Credit will be equal to the proportion borne by its Available Revolving Commitment to the Available Revolving Facility immediately prior to the issue of the Letter of CreditL/C Proportion. (d) The liability of the Lenders under a Letter of Credit is several and not joint in any way and no Lender shall be liable for the failure of any other Lender to perform its obligations under a Letter of Credit. (e) The Agent shall determine the Base Currency Amount of each Letter of Credit which is to be issued in an Optional Currency and shall notify the Issuing Agent Bank and each Lender of the details of the requested Letter of Credit and its participation in that Letter of Credit by the Specified Time. (fe) A Revolving Facility B Lender The Issuing Bank has no duty to enquire of any person whether or not any of the conditions set out in paragraph (b) above have been met. The Issuing Bank may issue and act as Lender in respect of assume that those conditions have been met unless it is expressly notified to the contrary by the Agent. The Issuing Bank will have no liability to any person for issuing a Letter of Credit by any Affiliate it nominates based on such assumption. (f) The Issuing Bank is solely responsible for this purpose in writing to the Issuing Agent. Where a Revolving Facility B Lender has so nominated an Affiliate, references in this Agreement to a Lender in relation to that form of the Letter of Credit shall be deemed that it issues. The Agent has no duty to be a reference to monitor the form of that Lender and its Affiliate or to that Lender or its Affiliate (as the context requires)document. (g) Xxxxx Fargo BankSubject to paragraph (i) of Clause 32.7 (Rights and discretions), NA will only be deemed each of the Issuing Bank and the Agent shall provide the other with any information reasonably requested by the other that relates to be a Lender for the purposes of this Clause 6.7 (Issue of Letters of Credit) after the Target Accession Date has occurred and shall not have any liability in respect of Letters Letter of Credit issued prior to the Target Accession Dateand its issue.