PAYMENTS UNDER THE GUARANTEE Clause Samples

PAYMENTS UNDER THE GUARANTEE. All payments, if any, made by the Guarantor under the Guarantee may, under the current laws and regulations of Switzerland, be paid by the Guarantor in United States dollars and may be freely transferred out of Switzerland, and may be paid under the current laws and regulations of Switzerland without the necessity of obtaining any consent, approval, authorization, registration or other action by, or filing with, any governmental authority of Switzerland, except as described or contemplated in the Registration Statement and except for such prohibitions that would not materially aversely affect the financial condition or results of operation of the Guarantor in the context of the issue of the Securities.

PAYMENTS UNDER THE GUARANTEE. (a) The Borrower and the Security Trustee authorise and instruct the Refund Guarantor, and the Refund Guarantor irrevocably and unconditionally agrees, to pay all amounts payable by it under the Guarantee without any offsets, recoupment, abatement, withholding or defence, to the credit of the account specified in Schedule 1 or to such other account as may be specified by notice in writing from time to time by the Security Trustee to the Refund Guarantor (such notice, a “New Account Notice”). The Refund Guarantor agrees that its payment obligations under the Guarantee shall not be discharged by payment in another form or to any other account or Person. (b) The Security Trustee agrees with the Borrower that it shall issue a New Account Notice to the Refund Guarantor only if an event of default under the Project Facilities Agreement is continuing. (c) Notwithstanding Clause 3(b), the Parties agree that upon receipt by the Refund Guarantor of a New Account Notice, the Refund Guarantor shall not be put on enquiry as to whether an event of default under the Project Facilities Agreement is continuing and the Refund Guarantor shall be entitled to treat the receipt of such New Account Notice as conclusive evidence of the Security Trustee’s right to issue such notice.

PAYMENTS UNDER THE GUARANTEE. 8.1 The Issuer shall notify the Security Trustee in writing (copied to the CBC), no later than close of business on the fifth (5th) Business Day before each Interest Payment Date, if it expects that it shall not have sufficient funds to make payments of Scheduled Interest and/or Scheduled Principal on such Interest Payment Date. If the amount available for payment by the Issuer in respect of Scheduled Interest and/or Scheduled Principal on such Interest Payment Date will be insufficient to meet the amount of Scheduled Interest and/or Scheduled Principal due and payable on such Interest Payment Date (the "Shortfall"), the Issuer shall inform the Security Trustee in writing (copied to the CBC) of the amount of the Shortfall. Following the occurrence of an Issuer Event of Default and service by the Security Trustee of an Issuer Acceleration Notice on the Issuer pursuant to Condition 10(a), the Security Trustee shall promptly deliver a Notice to Pay to the Issuer and the CBC with a copy to the Principal Paying Agent requiring the CBC to make payments in accordance with the terms of the Guarantee. 8.2 Following the service by the Security Trustee of an Issuer Acceleration Notice on the Issuer and the service by the Security Trustee of a Notice to Pay on the Issuer and the CBC but prior to a CBC Event of Default and service by the Security Trustee of a CBC Acceleration Notice, payments by the CBC pursuant to the Guarantee shall be made in accordance with the CBC Priority of Payments. 8.3 The Security Trustee shall direct the CBC to pay (or to procure the payment of) all sums payable under the Guarantee to the Principal Paying Agent, subject always to the provisions of Clause 5.1. 8.4 At least one (1) Business Day before the date on which the CBC is obliged to make a payment under the Guarantee, it shall notify or procure the notification of the Principal Paying Agent of the irrevocable instructions to the CBC Account Bank through which payment to the Principal Paying Agent is to be made. 8.5 Payments by the CBC under the Guarantee will be made without withholding or deduction of any Taxes, unless such withholding or deduction is required by law. In such event, the CBC shall make the required withholding or deduction of such Taxes for the account of the holder of Covered Bonds or Coupons, as the case may be. Any amounts withheld or deducted by the CBC will be treated as paid for all purposes under the Guarantee and the CBC shall not pay any additional amounts to ...

PAYMENTS UNDER THE GUARANTEE. 5.1 Each payment to be made to the Authority by the Contractor under this Guarantee shall be made in the appropriate currency in accordance with the terms of the PFD Agreements, in such manner as the Authority may from time to time direct and accompanied by a copy of a written notice from the Authority to Contractor, dated at least thirty (30) days prior to the Authority’s demand under this Guarantee, notifying Contractor of its failure to fulfil the terms of the PFD Agreement. 5.2 All such payments shall be calculated without reference to any set-off or counterclaim and shall be made in full and free and clear of, and without any deduction for or on account of, any set-off or counterclaim. 5.3 If any payment received by the Authority pursuant to the provisions of this Deed or the PFD Agreements shall be avoided under any laws relating to insolvency, such payment shall not be considered as having discharged or diminished the liability of the Contractor or the Guarantor hereunder; and the liability of the Contractor and the Guarantor hereunder shall continue to apply as if such payment had at all times remained owing by the Contractor and the Guarantor, and the Contractor and the Guarantor shall indemnify the Authority in respect thereof. 5.4 If the Guarantor defaults in the payment when due of any sum payable by it under this Guarantee, its liability shall be increased to include interest on such sum from the due date until the date of actual payment (both before and after judgment) at that annual rate which is 2 percentage points above the average base rate of National Bank of Oman, Oman Arab Bank and Oman International Bank from time to time in effect during such period. All such interest shall be calculated on the basis of the actual number of days elapsed, over a 365-day year and compounded monthly.

PAYMENTS UNDER THE GUARANTEE. The Counter-Guarantor irrevocably authorizes the Bank to make any Guaranteed Payment in favor of the Guaranteed Creditors in accordance with the provisions of the Guarantee Contract upon receipt of a payment demand. The Bank may rely on the information contained in such payment demand (including the amounts) to make any Guaranteed Payment and the Bank will not be required to make any investigation as to whether the information contained in it is correct.

PAYMENTS UNDER THE GUARANTEE. Subject to item (b) below, the Guarantor shall make a payment to respective Lender under the Guarantee in the same manner in all respects as if this payment was done by the Borrower pursuant to the Credit Facility Agreement. The Guarantor shall make a payment on behalf of the respective Lender only upon delivery of the Guarantee Payment Request: (i) within 2 (two) Business Days following the receipt of the Guarantee Payment Request from the relevant Lender; (ii) in the amount and in the currency specified in the Guarantee Payment Request; and (iii) to the bank account specified for this purpose in the Guarantee Payment Request. Subject to mandatory provisions of Polish law, the payments under the Guarantees may be made in the currency other than PLN. In such a case, the amount of the payment under the Guarantee shall be converted into other currency on the basis of the exchange rate published by the National Bank of Poland as of the day on which such a payment is made. Any costs connected with such conversion shall be borne by the Guarantor. All payments made by the Guarantor to the relevant Lender under this Agreement shall release the Guarantor from responsibility towards such Lender to the extent of the amount of the payment made.