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, the relevant LC Issuing Bank shall issue the Letter of Credit on the Utilisation Date. (B) The relevant LC Issuing 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 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; (ii) the making of the proposed Utilisation would not result in (i) the aggregate principal amount outstanding under the Senior Facilities exceeding the Borrowing Base Amount or (ii) the aggregate of all outstanding Letters of Credit issued by the LC Issuing Banks exceeding USD 75 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) if the Utilisation occurs before the date on which Project Completion occurs, an Authorised Signatory of Kosmos certifies that there is no Funding Shortfall or any reasonable prospect of a Funding Shortfall arising in the future, or that any Funding Shortfall that does exist is otherwise fully funded. (C) The amount of each Senior Lender’s participation in each Letter of Credit will be equal to the proportion borne by the Available Commitment of such Senior Lender under the Senior Facilities to the aggregate Available Commitments of all the Senior Lenders under the Senior Facilities immediately prior to the issue of the Letter of Credit. (D) The Senior Facility Agent shall notify the LC Issuing Bank and each Senior Lender of the details of the requested Letter of Credit and its participation in that Letter of Credit by the Specified Time.

Issue of Letters of Credit. (A) If the conditions set out in this Agreement have been met, the relevant LC Issuing Bank shall issue the Letter of Credit on the Utilisation Date. (B) The relevant LC Issuing Bank will only be obliged to comply with paragraph (A) 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 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 Senior Facilities 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 75 200 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) if that LC Issuing Bank and the Utilisation occurs before Lenders have completed all applicable know-your-customer and compliance requirements which are required by law in relation to the date on which Project Completion occurs, an Authorised Signatory beneficiary of Kosmos certifies that there is no Funding Shortfall or any reasonable prospect the Letter of a Funding Shortfall arising in the future, or that any Funding Shortfall that does exist is otherwise fully fundedCredit. (C) The amount of each Senior Lender’s participation in each Letter of Credit will be equal to the proportion borne by the Available Commitment of such Senior Lender under the Senior Facilities Facility to the aggregate Available Commitments of all the Senior Lenders under the Senior Facilities Facility immediately prior to the issue of the Letter of Credit. (D) The Senior Facility Agent shall notify the relevant LC Issuing Bank Banks and each Senior Lender of the details of the requested Letter of Credit and its participation in that Letter of Credit by the Specified Time.

Issue of Letters of Credit. (A) If the conditions set out in this Agreement have been met, the relevant LC Issuing Bank shall issue the each Letter of Credit on the relevant Utilisation DateDate proposed in the Utilisation Request. (B) The relevant LC Issuing Bank will only be obliged to comply with paragraph (A) 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 7.7 (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 making of the proposed Utilisation would not result in (i) the aggregate principal amount outstanding under the Senior Facilities exceeding the Borrowing Base Amount or (ii) the aggregate of all outstanding Letters of Credit issued by the LC Issuing Banks exceeding USD 75 millionthe Total Commitments; (iii) the Repeating Representations to be made by each Obligor are true in LC Issuing Bank and the Lenders have completed all material respects applicable (ori) know-your-customer requirements and (ii) compliance requirements, in each case as required by law, regulation or the case of a Repeating Representation that contains a materiality conceptLC Issuing Bank’s mandatory internal policy (as consistently applied) regarding environmental issues, true and correct each in all respects); and (iv) if the Utilisation occurs before the date on which Project Completion occurs, an Authorised Signatory of Kosmos certifies that there is no Funding Shortfall or any reasonable prospect of a Funding Shortfall arising in the future, or that any Funding Shortfall that does exist is otherwise fully funded. (C) The amount of each Senior Lender’s participation in each Letter of Credit will be equal relation to the proportion borne by the Available Commitment of such Senior Lender under the Senior Facilities to the aggregate Available Commitments of all the Senior Lenders under the Senior Facilities immediately prior to the issue Beneficiary of the Letter of Credit. (DC) The Senior Facility Agent shall notify 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 and each Senior Lender of which has a term greater than the details of Availability Period under the requested Facility. (D) The 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 participation 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 that any event within 15 Business Days of the 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 Specified TimeLC 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 issued in the Base Currency or, subject to clause 6.7 (Conditions relating to Optional Currencies), in an Optional Currency. (G) For the avoidance of doubt, subject to clause 6.16 (

Issue of Letters of Credit. (A) If the conditions set out in this Agreement have been met, the relevant LC Issuing Bank shall issue the (as applicable in accordance with Clauses 6.6(D) and 6.6(E)): (i) issue; (ii) subject to Clause 6.7(D) (Use of Third Party LC Issuing Banks), procure that a Subsidiary Issuing Bank issue; or (iii) subject to Clause 6.7(D) (Use of Third Party LC Issuing Banks), use its best efforts to procure that a Correspondent Issuing Bank issue, each Ultimate Letter of Credit on the relevant Utilisation DateDate proposed in the Utilisation Request. (B) The relevant LC Issuing Bank will only be obliged to comply with paragraph (A) 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 7.7 (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 Issuing Bank Letters of any other Utilisation, no Default is continuing or would result from the proposed UtilisationCredit exceeding 40; (ii) the making of the proposed Utilisation would not result in (i) the aggregate principal amount outstanding under the Senior Facilities exceeding the Borrowing Base Amount or (ii) the aggregate of all outstanding Issuing Bank Letters of Credit issued by exceeding the LC Issuing Banks exceeding USD 75 millionTotal Commitments; (iii) the Repeating Representations to be made by each Obligor are true in LC Issuing Bank and the Lenders have completed all material respects applicable (ori) know-your-customer requirements and (ii) compliance requirements, in each case as required by law, regulation or the case of a Repeating Representation that contains a materiality conceptLC Issuing Bank’s mandatory internal policy (as consistently applied) regarding environmental issues, true and correct each in all respects); and (iv) if the Utilisation occurs before the date on which Project Completion occurs, an Authorised Signatory of Kosmos certifies that there is no Funding Shortfall or any reasonable prospect of a Funding Shortfall arising in the future, or that any Funding Shortfall that does exist is otherwise fully funded. (C) The amount of each Senior Lender’s participation in each Letter of Credit will be equal relation to the proportion borne by the Available Commitment of such Senior Lender under the Senior Facilities to the aggregate Available Commitments of all the Senior Lenders under the Senior Facilities immediately prior to the issue Beneficiary of the Ultimate Letter of Credit. (C) Subject to clause 6.15(B) (Cash collateralisation), the Borrower may request a Utilisation which requires an Ultimate Letter of Credit to be issued which has a term greater than the Availability Period under the Facility. (D) The Senior Facility Agent shall notify Subject to Clause 6.7(D), if the Borrower requests a Utilisation which requires an Ultimate Letter of Credit to be issued in a country in which the LC Issuing Bank and (or a Subsidiary Issuing Bank) has a Facility Office (or branch), then the LC Issuing Bank shall satisfy any such request (or procure that a Subsidiary Issuing Bank does so), in each Senior Lender case unless the LC Issuing Bank (or, as applicable, the Subsidiary Issuing Bank) is prevented from doing so by mandatory internal policy requirements (as applied consistently) or by applicable law or regulation. For the avoidance of the details of the requested doubt, this clause 6.6(D) shall not apply to any Ultimate Letter of Credit and its participation in that required to be issued by the LC Issuing Bank’s London branch. (E) If the Borrower requests a Utilisation: (i) which requires an Ultimate Letter of Credit to be issued by a financial institution in a country in which the Specified TimeLC Issuing Bank does not have (and no Subsidiary Issuing Bank has) a Facility Office (or branch); or (ii) which the LC Issuing Bank is not required to fulfil (or procure be fulfilled) pursuant to Clause 6.6(D) as a result of circumstances referred to therein; and (iii) which the LC Issuing Bank would, but for the circumstances in paragraphs (i) or (ii) above (as applicable), be required to issue (or procure be issued) on the relevant requested Utilisation Date and otherwise in the manner requested, then, subject to paragraph (F) below and Clause 6.7(D) (Use of Third Party LC Issuing Banks), the LC Issuing Bank shall use its best efforts to procure that such Ultimate Letter of Credit be issued by a Correspondent Issuing Bank on the relevant requested Utilisation Date and otherwise in the manner requested. (F) The LC Issuing Bank shall be under no obligation to use its best efforts to procure that an Ultimate Letter of Credit be issued by a Correspondent Issuing Bank in accordance with paragraph (E) above, unless: (i) the Borrower provides the LC Issuing Bank with such information as the LC Issuing Bank may reasonably request to procure the issuance of that Third Party Letter of Credit; and (ii) the Borrower gives its consent for such information to be disclosed to the relevant Correspondent Issuing Bank. (G) The Borrower may request that an Ultimate Letter of Credit is issued in the Base Currency or, subject to clause 6.8 (Conditions relating to Optional Currencies), in an Optional Currency. (H) For the avoidance of doubt, subject to clause 6.16 (

Issue of Letters of Credit. (A) If the conditions set out in this Agreement have been met, the relevant LC Issuing Bank shall issue the Letter of Credit on the Utilisation Date. (B) The relevant LC Issuing Bank will only be obliged to comply with paragraph (A) 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 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 Senior Facilities 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 75 200 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) if the Utilisation occurs before LC Issuing Bank and the date on Lenders have completed all applicable know-your-customer and compliance requirements which Project Completion occurs, an Authorised Signatory are required by law in relation to the beneficiary of Kosmos certifies that there is no Funding Shortfall or any reasonable prospect the Letter of a Funding Shortfall arising in the future, or that any Funding Shortfall that does exist is otherwise fully fundedCredit. (C) The amount of each Senior Lender’s participation in each Letter of Credit will be equal to the proportion borne by the Available Commitment of such Senior Lender under the Senior Facilities Non-IFC Facility to the aggregate Available Commitments of all the Senior Lenders under the Senior Facilities Non-IFC Facility immediately prior to the issue of the Letter of Credit. (D) The Senior Facility Agent shall notify the LC Issuing Bank and each Senior 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.

Issue of Letters of Credit. (A) If the conditions set out in this Agreement have been met, the relevant LC Issuing Bank shall issue the Letter of Credit on the Utilisation Date. (B) The relevant LC Issuing Bank will only be obliged to comply with paragraph (A) 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 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 Senior Facilities 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 75 200 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) if the Utilisation occurs before LC Issuing Bank and the date on Lenders have completed all applicable know-your-customer and compliance requirements which Project Completion occurs, an Authorised Signatory are required by law in relation to the beneficiary of Kosmos certifies that there is no Funding Shortfall or any reasonable prospect the Letter of a Funding Shortfall arising in the future, or that any Funding Shortfall that does exist is otherwise fully fundedCredit. (C) The amount of each Senior Lender’s participation in each Letter of Credit will be equal to the proportion borne by the Available Commitment of such Senior Lender under the Senior Facilities Facility to the aggregate Available Commitments of all the Senior Lenders under the Senior Facilities Facility immediately prior to the issue of the Letter of Credit. (D) The Senior Facility Agent shall notify the LC Issuing Bank and each Senior Lender of the details of the requested Letter of Credit and its participation in that Letter of Credit by the Specified Time.