CREDIT IS DENOMINATED IN A CURRENCY OTHER THAN
STERLING AND HAS A TERM OF MORE THAN 6 MONTHS, THE FACILITY AGENT SHALL ON EACH
QUARTER DATE FALLING ON 31 MARCH AND 30 SEPTEMBER RECALCULATE THE STERLING
AMOUNT OF THAT DOCUMENTARY CREDIT BY NOTIONALLY CONVERTING INTO THE RELEVANT
CURRENCY, THE OUTSTANDING AMOUNT OF THAT DOCUMENTARY CREDIT ON THE BASIS OF THE
FACILITY AGENT'S SPOT RATE OF EXCHANGE ON THE DATE OF CALCULATION.
(B)
THE RELEVANT BORROWER SHALL, IF REQUESTED BY THE FACILITY AGENT
WITHIN 2 DAYS OF ANY CALCULATION UNDER PARAGRAPH (A) ABOVE, ENSURE THAT WITHIN 3
BUSINESS DAYS SUFFICIENT REVOLVING FACILITY OUTSTANDINGS ARE REPAID (SUBJECT TO
BREAK COSTS, IF APPLICABLE, BUT OTHERWISE WITHOUT PENALTY OR PREMIUM WHICH MIGHT
OTHERWISE BE PAYABLE) TO PREVENT THE STERLING AMOUNT OF THE REVOLVING FACILITY
OUTSTANDINGS EXCEEDING THE AGGREGATE AMOUNT OF ALL OF THE REVOLVING FACILITY
COMMITMENTS ADJUSTED TO REFLECT ANY CANCELLATIONS OR REDUCTIONS, FOLLOWING ANY
ADJUSTMENT UNDER PARAGRAPH (A) ABOVE.
5.4
IMMEDIATELY PAYABLE
If a Documentary Credit or any amount outstanding under a Documentary Credit is
expressed to be immediately payable, the relevant UK Borrower shall repay that
amount immediately.
5.5
CLAIMS UNDER A DOCUMENTARY CREDIT
(A)
EACH RELEVANT BORROWER IRREVOCABLY AND UNCONDITIONALLY AUTHORISES
THE L/C BANK TO PAY ANY CLAIM MADE OR PURPORTING TO BE MADE UNDER A DOCUMENTARY
CREDIT REQUESTED BY IT AND WHICH APPEARS ON ITS FACE TO BE IN ORDER (A "CLAIM").
(B)
EACH RELEVANT BORROWER SHALL WITHIN 3 BUSINESS DAYS OF A DEMAND
PAY TO THE FACILITY AGENT FOR THE L/C BANK AN AMOUNT EQUAL TO THE AMOUNT OF ANY
CLAIM.
(C)
EACH RELEVANT BORROWER ACKNOWLEDGES THAT THE L/C BANK:
(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.
(D)
THE OBLIGATIONS OF EACH RELEVANT BORROWER UNDER THIS CLAUSE 5.5
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)
WITHOUT PREJUDICE TO ANY OTHER MATTER CONTAINED IN THIS CLAUSE
5.5, THE L/C BANK SHALL NOTIFY THE RELEVANT BORROWERS AS SOON AS REASONABLY
PRACTICABLE AFTER RECEIVING A CLAIM.
5.6
DOCUMENTARY CREDIT INDEMNITIES
(A)
THE RELEVANT BORROWER SHALL WITHIN 3 BUSINESS DAYS OF DEMAND
INDEMNIFY THE L/C BANK AGAINST ANY COST, LOSS OR LIABILITY INCURRED BY THE L/C
BANK (OTHERWISE THAN BY REASON OF THE
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L/C BANK'S GROSS NEGLIGENCE OR WILFUL MISCONDUCT) IN ACTING AS THE L/C BANK
UNDER ANY DOCUMENTARY CREDIT REQUESTED BY SUCH BORROWER PROVIDED THAT THIS
INDEMNITY SHALL NOT TAKE EFFECT UNTIL THE MERGER CLOSING DATE.
(B)
EACH INDEMNIFYING LENDER SHALL (ACCORDING TO ITS L/C PROPORTION)
PROMPTLY ON DEMAND INDEMNIFY THE L/C BANK AGAINST ANY COST, LOSS OR LIABILITY
INCURRED BY THE L/C