Common use of Recourse Requirements and Right of Subrogation Clause in Contracts

Recourse Requirements and Right of Subrogation. 28.1 The ECA Lender Guarantors shall be irrevocably and unconditionally authorised by the Borrower upon the occurrence of an Event of Default to pay any amounts demanded by the ECA Lender under the ECA Lender Guarantees forthwith, without any reference or further authorisation from the Borrower and, save for manifest error, without being under any duty or obligation to enquire into the justification or validity thereof and/or dispute whether any claims or demands under the ECA Lender Guarantees are properly or validly made, and notwithstanding that the Borrower may dispute the validity of any such claim or demand the Guarantors may accept any claim or demand under the ECA Lender Guarantees as binding upon the ECA Lender Guarantors as conclusive evidence that they as ECA Lender Guarantors thereunder are liable to pay any such amount. 28.2 Each of the ECA Lender Guarantors will when amounts have been paid by it under the (respectively) ECA Lender Guarantees, automatically and without any notice or formalities of any kind whatsoever, only have the right of subrogation into the rights of the ECA Lender (respectively) under the Finance Documents in such amount as have been paid by GIEK and/or each Commercial Lender under the GIEK Guarantee and/or Commercial Lenders’ Guarantee respectively, and always subject to the terms of this Agreement. The ECA Lender Guarantors shall by such subrogation have the same rights as relevant thereunder as if the Finance Documents were executed directly in favour of the ECA Lender Guarantors as security for the ECA Lender Guarantors’ rights against the Borrower, after having honoured claims under the ECA Lender Guarantees. Each of the Obligors waives any right to dispute or delay a subrogation of the rights under the Finance Documents to the ECA Lender Guarantors effectuated pursuant to the terms of this Agreement, and each of the Obligors undertakes to sign and execute any documents required by the ECA Lender Guarantors in connection with a subrogation as aforesaid, and/or enforcement of the Finance Documents.

Recourse Requirements and Right of Subrogation. 28.1 The ECA 70.1 Payment from GIEK and K-sure 70.2 Right of subrogation only, rights of GIEK, New GIEK Lender Guarantors shall be irrevocably and unconditionally authorised by the Borrower upon the occurrence of an Event of Default to pay any amounts demanded by the ECA Lender under the ECA Lender Guarantees forthwith, without any reference or further authorisation from the Borrower and, save for manifest error, without being under any duty or obligation to enquire into the justification or validity thereof and/or dispute whether any claims or demands under the ECA Lender Guarantees are properly or validly made, K-sure (a) GIEK and notwithstanding that the Borrower may dispute the validity of any such claim or demand the Guarantors may accept any claim or demand under the ECA Lender Guarantees as binding upon the ECA Lender Guarantors as conclusive evidence that they as ECA Lender Guarantors thereunder are liable to pay any such amount. 28.2 Each of the ECA Lender Guarantors K-sure will when amounts have been paid by it under the GIEK Guarantee and/or the K-sure Insurance Policy (respectively) ECA Lender Guaranteesas applicable), automatically and without any notice or formalities of any kind whatsoever, only have the right of subrogation into the rights of the ECA GIEK Lender and the K-sure Lenders (respectively) under the Finance Documents in such amount proportion as have been paid by GIEK and/or each Commercial Lender K-sure under the GIEK Guarantee and/or Commercial Lenders’ Guarantee the K-sure Insurance Policy respectively, and always subject to the terms of this Agreement. The ECA Lender Guarantors GIEK and/or K-sure shall by such subrogation have the same rights as relevant thereunder as if the Finance Documents were executed directly in favour of the ECA Lender Guarantors GIEK and/or K-sure as security for the ECA Lender Guarantors’ rights of GIEK and/or K-sure against the BorrowerObligors, after having honoured claims under the ECA GIEK Guarantee and/or the K-sure Insurance Policy, respectively. Each of the Obligors waives any right to dispute or delay a subrogation of the rights under the Finance Documents to GIEK and K-sure effectuated pursuant to the terms of this Agreement, and each of the Obligors undertakes to sign and execute any documents required by GIEK and K-sure in connection with a subrogation as aforesaid, and/or enforcement of the Finance Documents. (b) Without prejudice to the generality of the foregoing paragraph (a), to the extent that it is required to do so by K-sure pursuant to the terms of the K-sure Insurance Policy, the existing K-sure Lender Guaranteesshall cause a transfer or assignment to K-sure (by means of a Transfer Certificate or such other comparable instrument as may be required by K-sure) in respect of such part of its K-sure Lenders Commitment or (as the case may be) its portion of the K-sure Facility as is equal to the amount simultaneously paid to it by K-sure under the K-sure Insurance Policy. (c) GIEK and K-sure shall have the right to enforce and to enjoy the benefit of the rights given to them under this Agreement. (d) Until the Agent has been notified by the GIEK Lender and/or GIEK or the K-sure Lenders and/or K-sure (as the case may be) that GIEK and/ or K-sure (as the case may be) has subrogated into the rights of the GIEK Lender and/or the K-sure lenders (respectively), it shall be entitled to continue to make any payments to the GIEK Lender and the K-sure Lenders (as the case may be) as if the GIEK Lender and/or the K-sure Lenders were still entitled to such payments. (e) The New GIEK Lender shall, upon satisfaction in full of all amounts due to the relevant GIEK Lender, automatically and without any notice or formalities of any kind whatsoever, have the right of subrogation into the rights of the relevant GIEK Lender under the Finance Documents. Each of the Obligors waives any right to dispute or delay a subrogation of the rights under the Finance Documents to the ECA New GIEK Lender Guarantors effectuated pursuant to the terms of this Agreement, and each of the Obligors undertakes to sign and execute any documents document required by the ECA New GIEK Lender Guarantors in connection with a subrogation as aforesaid, and/or enforcement of the Finance Documents.

Recourse Requirements and Right of Subrogation. 28.1 The ECA Lender Guarantors 20.1 Payment from XXXX XXXX shall be irrevocably and unconditionally authorised by the Borrower upon the occurrence of an Event of Default to pay any amounts demanded by the ECA any GIEK Lender under the ECA Lender Guarantees GIEK Guarantee forthwith, without any reference or further authorisation from the Borrower and, save for manifest error, without being under any duty or obligation to enquire into the justification or validity thereof and/or dispute whether any claims or demands under the ECA Lender Guarantees GIEK Guarantee are properly or validly made, and notwithstanding that the Borrower may dispute the validity of any such claim or demand the Guarantors may accept any claim or demand under the ECA Lender Guarantees GIEK Guarantee as binding upon the ECA Lender Guarantors GIEK as conclusive evidence that they as ECA Lender Guarantors GIEK thereunder are liable to pay any such amount. 28.2 Each 20.2 GIEK’ right of the ECA Lender Guarantors subrogation only GIEK will when amounts have been paid by it under the (respectively) ECA Lender GuaranteesGIEK Guarantee, automatically and without any notice or formalities of any kind whatsoever, only have the right of subrogation into the rights of the ECA GIEK Lender (respectively) under the Finance Documents in such amount proportion as have been paid by GIEK and/or each Commercial Lender under the GIEK Guarantee and/or Commercial Lenders’ Guarantee respectivelyGuarantee, and always subject to the terms of this Agreement. The ECA Lender Guarantors GIEK shall by such subrogation have the same rights as relevant thereunder as if the Finance Documents were executed directly in favour of the ECA Lender Guarantors GIEK as security for the ECA Lender Guarantors’ GIEK’s rights against the Borrower, after having honoured claims under the ECA Lender GuaranteesGIEK Guarantee. Each of the Obligors waives any right to dispute or delay a subrogation of the rights under the Finance Documents to the ECA Lender Guarantors GIEK effectuated pursuant to the terms of this Agreement, and each of the Obligors undertakes to sign and execute any documents required by the ECA Lender Guarantors GIEK in connection with a subrogation as aforesaid, and/or enforcement of the Finance Documents.

Recourse Requirements and Right of Subrogation. 28.1 The ECA Lender Guarantors Payment from GIEK and K-sure GIEK and K-sure shall be irrevocably and unconditionally authorised by the Borrower Borrowers upon the occurrence of an Event of Default to pay any amounts demanded by the ECA GIEK Lender under the ECA Lender Guarantees GIEK Guarantee or by the K-sure Lenders under the K-sure Insurance Policy forthwith, without any reference or further authorisation from the Borrower Borrowers and, save for manifest error, without being under any duty or obligation to enquire into the justification or validity thereof and/or dispute whether any claims or demands under the ECA Lender Guarantees GIEK Guarantee or the K-sure Insurance Policy are properly or validly made, and notwithstanding that the Borrower Borrowers may dispute the validity of any such claim or demand the Guarantors demand, GIEK and K-sure may accept any claim or demand under the ECA Lender Guarantees GIEK Guarantee or K-sure Insurance Policy as binding upon the ECA Lender Guarantors GIEK and K-sure as conclusive evidence that they as ECA Lender Guarantors thereunder are liable to pay any such amount. 28.2 Each . Right of the ECA subrogation only, rights of GIEK, New GIEK Lender Guarantors and K-sure GIEK and K-sure will when amounts have been paid by it under the GIEK Guarantee and/or the K-sure Insurance Policy (respectively) ECA Lender Guaranteesas applicable), automatically and without any notice or formalities of any kind whatsoever, only have the right of subrogation into the rights of the ECA GIEK Lender and the K-sure Lenders (respectively) under the Finance Documents in such amount proportion as have been paid by GIEK and/or each Commercial Lender K-sure under the GIEK Guarantee and/or Commercial Lenders’ Guarantee the K-sure Insurance Policy respectively, and always subject to the terms of this Agreement. The ECA Lender Guarantors GIEK and/or K-sure shall by such subrogation have the same rights as relevant thereunder as if the Finance Documents were executed directly in favour of the ECA Lender Guarantors GIEK and/or K-sure as security for the ECA Lender Guarantors’ rights of GIEK and/or K-sure against the BorrowerObligors, after having honoured claims under the ECA GIEK Guarantee and/or the K-sure Insurance Policy, respectively. Each of the Obligors waives any right to dispute or delay a subrogation of the rights under the Finance Documents to GIEK and K-sure effectuated pursuant to the terms of this Agreement, and each of the Obligors undertakes to sign and execute any documents required by GIEK and K-sure in connection with a subrogation as aforesaid, and/or enforcement of the Finance Documents. Without prejudice to the generality of the foregoing paragraph (a), to the extent that it is required to do so by K-sure pursuant to the terms of the K-sure Insurance Policy, the existing K-sure Lender Guaranteesshall cause a transfer or assignment to K-sure (by means of a Transfer Certificate or such other comparable instrument as may be required by K-sure) in respect of such part of its K-sure Lenders Commitment or (as the case may be) its portion of the relevant Tranche as is equal to the amount simultaneously paid to it by K-sure under the K-sure Insurance Policy. GIEK and K-sure shall have the right to enforce and to enjoy the benefit of the rights given to them under this Agreement. Until the Agent has been notified by the GIEK Lender and/or GIEK or the K-sure Lenders and/or K-sure (as the case may be) that GIEK and/ or K-sure (as the case may be) has subrogated into the rights of the GIEK Lender and/or the K-sure lenders (respectively), it shall be entitled to continue to make any payments to the GIEK Lender and the K-sure Lenders (as the case may be) as if the GIEK Lender and/or the K-sure Lenders were still entitled to such payments. The New GIEK Lender shall, upon satisfaction in full of all amounts due to the GIEK Lender, automatically and without any notice or formalities of any kind whatsoever, have the right of subrogation into the rights of the GIEK Lender under the Finance Documents. Each of the Obligors waives any right to dispute or delay a subrogation of the rights under the Finance Documents to the ECA New GIEK Lender Guarantors effectuated pursuant to the terms of this Agreement, and each of the Obligors undertakes to sign and execute any documents document required by the ECA New GIEK Lender Guarantors in connection with a subrogation as aforesaid, and/or enforcement of the Finance Documents.

Recourse Requirements and Right of Subrogation. 28.1 The ECA 34.1 Payment from GIEK and K-sure 34.2 Right of subrogation only, rights of GIEK, New GIEK Lender Guarantors shall be irrevocably and unconditionally authorised by the Borrower upon the occurrence of an Event of Default to pay any amounts demanded by the ECA Lender under the ECA Lender Guarantees forthwith, without any reference or further authorisation from the Borrower and, save for manifest error, without being under any duty or obligation to enquire into the justification or validity thereof and/or dispute whether any claims or demands under the ECA Lender Guarantees are properly or validly made, K-sure (a) GIEK and notwithstanding that the Borrower may dispute the validity of any such claim or demand the Guarantors may accept any claim or demand under the ECA Lender Guarantees as binding upon the ECA Lender Guarantors as conclusive evidence that they as ECA Lender Guarantors thereunder are liable to pay any such amount. 28.2 Each of the ECA Lender Guarantors K-sure will when amounts have been paid by it under the GIEK Guarantee and/or the K-sure Insurance Policy (respectively) ECA Lender Guaranteesas applicable), automatically and without any notice or formalities of any kind whatsoever, only have the right of subrogation into the rights of the ECA GIEK Lender and the K-sure Lenders (respectively) under the Finance Documents in such amount proportion as have been paid by GIEK and/or each Commercial Lender K-sure under the GIEK Guarantee and/or Commercial Lenders’ Guarantee the K-sure Insurance Policy respectively, and always subject to the terms of this Agreement. The ECA Lender Guarantors GIEK and/or K-sure shall by such subrogation have the same rights as relevant thereunder as if the Finance Documents were executed directly in favour of the ECA Lender Guarantors GIEK and/or K-sure as security for the ECA Lender Guarantors’ rights of GIEK and/or K-sure against the BorrowerObligors, after having honoured claims under the ECA GIEK Guarantee and/or the K-sure Insurance Policy, respectively. Each of the Obligors waives any right to dispute or delay a subrogation of the rights under the Finance Documents to GIEK and K-sure effectuated pursuant to the terms of this Agreement, and each of the Obligors undertakes to sign and execute any documents required by GIEK and K-sure in connection with a subrogation as aforesaid, and/or enforcement of the Finance Documents. (b) Without prejudice to the generality of the foregoing paragraph (a), to the extent that it is required to do so by K-sure pursuant to the terms of the K-sure Insurance Policy, the existing K-sure Lender Guaranteesshall cause a transfer or assignment to K-sure (by means of a Transfer Certificate or such other comparable instrument as may be required by K-sure) in respect of such part of its K-sure Lenders Commitment or (as the case may be) its portion of the K-sure Facility as is equal to the amount simultaneously paid to it by K-sure under the K-sure Insurance Policy. (c) GIEK and K-sure shall have the right to enforce and to enjoy the benefit of the rights given to them under this Agreement. (d) Until the Agent has been notified by the GIEK Lender and/or GIEK or the K-sure Lenders and/or K-sure (as the case may be) that GIEK and/ or K-sure (as the case may be) has subrogated into the rights of the GIEK Lender and/or the K-sure lenders (respectively), it shall be entitled to continue to make any payments to the GIEK Lender and the K-sure Lenders (as the case may be) as if the GIEK Lender and/or the K-sure Lenders were still entitled to such payments. (e) The New GIEK Lender shall, upon satisfaction in full of all amounts due to the relevant GIEK Lender, automatically and without any notice or formalities of any kind whatsoever, have the right of subrogation into the rights of the relevant GIEK Lender under the Finance Documents. Each of the Obligors waives any right to dispute or delay a subrogation of the rights under the Finance Documents to the ECA New GIEK Lender Guarantors effectuated pursuant to the terms of this Agreement, and each of the Obligors undertakes to sign and execute any documents document required by the ECA New GIEK Lender Guarantors in connection with a subrogation as aforesaid, and/or enforcement of the Finance Documents.