Affiliates of Lenders. (a) Each Lender may fulfil its obligations in respect of any Loan through an Affiliate if:
(i) the relevant Affiliate is specified in this Agreement as a Lender or becomes a Lender by means of a Transfer Certificate in accordance with this Agreement; and
(ii) the Loans in which that Affiliate will participate are specified in this Agreement or in a notice given by that Lender to the Facility Agent and the Company. In this event, the Lender and the Affiliate will participate in Loans in the manner provided for in sub-paragraph (ii) above.
(b) If paragraph (a) above applies, the Lender and its Affiliate will be treated as having a single Commitment and a single vote, but, for all other purposes, will be treated as separate Lenders.
Affiliates of Lenders. (a) Each Lender may fulfil its obligations in respect of any Loan through an Affiliate if:
(i) the relevant Affiliate is specified in this Agreement as a Lender; and
(ii) the Loan in which that Affiliate will participate is specified in this Agreement or in a notice given by that Affiliate to the PIK Facility Agent and the Company. In this event, the Lender and the Affiliate will participate in that Loan in the manner provided for in the notice delivered under paragraph (ii) above.
(b) If paragraph (a) applies, the Lender and its Affiliate will be treated as having a single Commitment and a single vote, but, for all other purposes, will be treated as separate Lenders. Each Lender shall remain liable and responsible for the performance of all obligations by its Affiliate on its behalf and non-performance of a Lender’s obligation by its Affiliate shall not relieve such Lender from its obligations under this Agreement.
(c) If a Lender fulfills its obligations in respect of the Loan through an Affiliate, the Company shall not be liable to pay any amount to such Affiliate under Clause 11 (Tax Gross-up and indemnities) in excess of the amount it would have been obliged to pay to that Lender had it not nominated such Affiliate to participate in the Loan. Each Lender shall promptly notify the Company and the PIK Facility Agent of the Tax jurisdiction from which its Affiliate will participate in the Loan and such other information regarding that Affiliate as the Company may reasonably request.
Affiliates of Lenders. Each Lender may, at its option, make any Loan to a Designated Borrower by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not (i) affect in any manner the obligation of any Borrower to repay such Loan in accordance with the terms of this Agreement or (ii) excuse or relieve any Lender from its Commitment or Term Loan Commitment, as applicable, to make any such Loan to the extent not so made by such branch or Affiliate.
Affiliates of Lenders. (a) An Affiliate of a Lender which becomes a Hedge Counterparty shall accede to this Agreement and the Intercreditor Agreement by delivery to the Security Agent of a duly completed Deed of Accession.
(b) Where this Agreement or any other Senior Finance Document imposes an obligation on a Hedge Counterparty and the relevant Hedge Counterparty is an Affiliate of a Lender and is not a party to that document, the relevant Lender shall ensure that the obligation is performed by its Affiliate.
(c) Each Lender shall remain liable and responsible for the performance of all obligations by its Affiliate on its behalf and non-performance of a Lender’s obligation by its Affiliate shall not relieve such Lender from its obligations under this Agreement.
(d) If a Lender fulfils its obligations in respect of any Utilisation through an Affiliate, no Obligor shall be liable to pay any amount to such Affiliate under Clause 16 (Tax Gross-up and Indemnities) or Clause 17 (Increased Costs) in excess of the amount it would have been obliged to pay to that Lender had it not nominated such Affiliate to participate in the Utilisation. Each Lender shall promptly notify the Company and the Facility Agent of the Tax jurisdiction from which its Affiliate will participate in the relevant Utilisation and such other information regarding the Affiliate as the Company may reasonably request.
Affiliates of Lenders. (a) Each Lender may, if it so elects, fulfil its commitment as to any Credit by designating a branch or an Affiliate to make that Credit. However:
(i) the Lender shall remain solely responsible for the performance of its obligations under this Agreement;
(ii) no such designation shall result in any increased costs or Tax Payment to the Obligors; and
(iii) the branch or Affiliate shall comply with all form delivery and other requirements under this Agreement.
(b) A Lender may provide for an Affiliate to participate in certain Credits in the manner contemplated in paragraph (a) above by:
(i) joining the relevant Affiliate in as a Lender; and
(ii) giving notice to the Facility Agent and the Company, detailing the Credits in which that Affiliate will participate. In this event that Lender and its Affiliate:
(A) will be treated as having a single Commitment, but, for all other purposes other than that mentioned in paragraph (a) above and paragraph (c) below, will be treated as separate Lenders; and
(B) participate in Credits in the manner described in sub-paragraph (ii) above.
(c) For the purposes of:
(i) compliance with Clause 32.2 (Assignments and transfers by Lenders); and
(ii) voting in connection with any Finance Document, each Lender and its Affiliate will be regarded as a single Lender.
Affiliates of Lenders. Each Xxxxxx xxxxxx confirms to and agrees with the Agent and the other Lenders as follows:
(a) such Lender is, for the purpose of securing the Lender Financial Instrument Obligations and the Cash Management Obligations owing to or in favour of its Affiliates pursuant to the Security, executing and delivering this Agreement both on its own behalf and as agent for and on behalf of such Affiliates;
(b) the Agent shall be and is hereby authorized by each such Affiliate (i) to hold the Security on behalf of such Affiliate as security for the Lender Financial Instrument Obligations and Cash Management Obligations owing to or in favour of it in accordance with the provisions of the Documents and (ii) to act in accordance with the provisions of the Documents (including on the instructions or at the direction of the Majority of the Lenders (which for certainty, shall not include any such Affiliates)) in all respects with respect to the Security; and
(c) the Lender Financial Instruments and Cash Management Obligations of any such Affiliate or the Lender Financial Instrument Obligations and Cash Management Obligations owing to or in favour of any such Affiliate shall not be included or taken into account for the purposes of Section 15.10 or (for certainty) in any determination of the Majority of the Lenders or all of the Lenders which shall be determined solely based upon the Commitments of the Lenders hereunder or the Outstanding Principal owing to the Lenders.
Affiliates of Lenders. (a) Each Lender may fulfil its obligations in respect of a Loan through an Affiliate if the relevant Affiliate is specified in this Agreement as a Lender or becomes a Lender by means of a Transfer Certificate in accordance with this Agreement.
(b) If Clause 28.5(a) above applies, the Lender and its Affiliate will be treated as having a single Tranche A Commitment, Tranche B Commitment and/or Tranche C Commitment, as the case may be, and a single vote, but, for all other purposes, will be treated as separate Lenders.
(c) A Swingline Lender may only assign or transfer all or any (the Swingline Commitment Transfer Amount) of its Swingline Tranche A Commitment, its Swingline Tranche B Commitment or its Swingline Tranche C Commitment to a Lender which is not its Affiliate if it or, where it does not have a Tranche A Commitment, Tranche B Commitment or Tranche C Commitment, its Affiliate, transfers simultaneously to that proposed Lender or that proposed Lender’s Affiliate an amount equal to or greater than the Swingline Commitment Transfer Amount of its (or its Affiliate’s) Tranche A Commitment, its (or its Affiliate’s) Tranche B Commitment or its (or its Affiliate’s) Tranche C Commitment, as the case may be, and in any event in accordance with the other terms of this Clause 28.
Affiliates of Lenders. (a) Each Lender may fulfil its obligations in respect of a Loan through an Affiliated Lender.
(b) If paragraph (a) above applies, the Lender and its Affiliated Lender or Affiliated Lenders will be treated as having a single Commitment, as the case may be, and a single vote, but, for all other purposes, will be treated as separate Lenders.
Affiliates of Lenders. Each Lender may fulfill its obligations in respect of any Loan through an Affiliate if:
Affiliates of Lenders as Ancillary Lenders) of the LMA Reference Document, it shall not be entitled to share in any of the Transaction Security or in the benefit of any guarantee or indemnity in respect of any of the liabilities arising in relation to its Ancillary Facilities unless it has (if not already Party as a Senior Lender) acceded to this Agreement as a Senior Lender and to the Senior Facilities Agreement as an Ancillary Lender pursuant to Clause 23.20 (Creditor/Agent Accession Undertaking).
