Common use of Dissenting Lenders Clause in Contracts

Dissenting Lenders. Without prejudice to the binding nature of the Resolution Plan on all the Relevant Lenders once it is approved by the Majority Lenders, it is agreed that: 7.1 the Lead Lender shall have the right (but not the obligation) to arrange for buy-out of the Facilities of the Dissenting Lenders at a value that is equal to 85% (eighty five per cent) of the lower of Liquidation Value or Resolution Value, in accordance with the following terms: (a) the Liquidation Value shall be computed in the manner set out in the IBC (and such relevant provisions of the IBC are incorporated herein by reference, on a mutuatis mutandis basis). The valuers shall be appointed by the Lead Lender. For the avoidance of doubt, it is clarified that the Liquidation Value shall be calculated with reference to the security (including ranking thereof) held by the relevant Dissenting Lender; (b) the Liquidation Value and the Resolution Value shall be disclosed to all the Relevant Lenders as a part of the proposed Resolution Plan; (c) such right must be exercised by issuing a written notice to the relevant Dissenting Lenders within 30 (thirty) days of approval of the Resolution Plan; (d) such assignment/transfer shall take place in accordance with the Applicable Laws; (e) if the Lead Lender exercises the right to buy such Facilities (whether itself or by any other Lender or any other person), then the relevant Dissenting Lender shall be obligated to sell its Facilities at the value set out above; and (f) The Lead Lender may exercise such right in respect of all or any of the Dissenting Lenders, as deemed fit by the Lead Lender in the prevailing facts and circumstances. 7.2 if the Lead Lender has not exercised its right to arrange for buy-out of the Dissenting Lenders in accordance with Clause 7.1 above, one or more of the Dissenting Lenders shall have the right (but not the obligation) to arrange for buy-out of the Facilities of all the other Relevant Lenders at a value that is equal to 125% (one hundred twenty five per cent) of the higher of the Liquidation Value or the Resolution Value, in accordance with the following terms: (a) the Liquidation Value shall be computed in the manner set out in Clause 7.1 above; (b) the Liquidation Value and the Resolution Value shall be disclosed as a part of the proposed Resolution Plan; (c) such right must be exercised by issuing a written notice to the Relevant Lenders within 30 (thirty) days of approval of the Resolution Plan; (d) such assignment/transfer shall take place in accordance with the Applicable Laws; (e) if one or more of the Dissenting Lenders exercise the right to buy out the Facilities of the other Relevant Lenders (whether itself or by any other person or nominee), then the Relevant Lenders shall be obligated to sell their Facilities at the value set out above; and (f) The Dissenting Lenders may exercise such right of buy-out in respect of the entire Facilities held by other Relevant Lenders. 7.3 The Dissenting Lenders shall also have the option to sell/transfer their Facilities (independent of Clause 7.1 and 7.2 above) to any bank or non-banking financial company (NBFC), at a price decided mutually between such Dissenting Lender and the taking over lender in accordance with Applicable Law, provided such lender enters into the Deed of Accession (if it is not already a party to this Agreement) and agrees to be bound by the Resolution Plan.

Dissenting Lenders. Without prejudice to the binding nature If a Lender (in this Section 15.14 called a "Dissenting Lender") withholds its consent or its approval following a request of the Resolution Plan on Borrower as provided in this Agreement and, as a result, the consent of all the Relevant Lenders once it is approved by or the Majority Lenders, it is agreed that: 7.1 as the Lead case may be, cannot be obtained in connection with such request, the Borrower may, provided at least 51% of the Lenders based on the amount of the Total Commitment in effect from time to time have consented to such request, by giving notice to each Dissenting Lender shall and to the Agent within ten (10) days of being advised by the Administrative Agent of whether the Lenders or the Majority Lenders, as the case may be, have the right consented to such request, designate an alternate lender (but which need not the obligationbe an existing Lender) to arrange for buy-out of the Facilities of the Dissenting Lenders at a value that is equal to 85% (eighty five per cent) of the lower of Liquidation Value or Resolution Value, purchase an assignment in accordance with the following terms: Section 16.1.7 of such Dissenting Lender's Commitments and outstanding Loan and Bid Loan and Money Market Loans (a) the Liquidation Value which alternative lender shall be computed in the manner set out in the IBC (and purchase such relevant provisions of the IBC are incorporated herein by reference, on a mutuatis mutandis basis). The valuers shall be appointed by the Lead Lender. For the avoidance of doubt, it is clarified that the Liquidation Value shall be calculated with reference assignment prior to the security expiry of such ten (including ranking thereof10) held by the relevant Dissenting Lender; (bday delay) the Liquidation Value and the Resolution Value shall be disclosed to all the Relevant Lenders as a part of the proposed Resolution Plan; (c) such right must be exercised by issuing a written notice to the relevant Dissenting Lenders within 30 (thirty) days of approval of the Resolution Plan; (d) such assignment/transfer shall take place in accordance with the Applicable Laws; (e) if the Lead Lender exercises the right to buy such Facilities (whether itself or by any other Lender or any other person), then the relevant Dissenting provided that no Lender shall be obligated to sell its Facilities at the value set out above; and (f) The Lead Lender may exercise make any such right in respect assignment as a result of all or any of the Dissenting Lenders, as deemed fit a demand by the Lead Borrower pursuant to this Section 15.14 unless said assignment is done on a without warranty basis and unless and until such Dissenting Lender in the prevailing facts and circumstances. 7.2 if the Lead Lender has not exercised its right to arrange for buy-out of the Dissenting Lenders in accordance with Clause 7.1 above, shall have received one or more of payments from either the Dissenting Lenders shall have the right (but not the obligation) to arrange for buy-out of the Facilities of all the other Relevant Lenders at a value that is equal to 125% (one hundred twenty five per cent) of the higher of the Liquidation Value Borrower or the Resolution Value, in accordance with the following terms: (a) the Liquidation Value shall be computed in the manner set out in Clause 7.1 above; (b) the Liquidation Value and the Resolution Value shall be disclosed as a part of the proposed Resolution Plan; (c) such right must be exercised by issuing a written notice to the Relevant Lenders within 30 (thirty) days of approval of the Resolution Plan; (d) such assignment/transfer shall take place in accordance with the Applicable Laws; (e) if one or more assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Loan and Bid Loan and Money Market Loans owing to such Dissenting Lenders exercise Lender, together with accrued interest thereon to the right date of payment of such principal amount and all other amounts payable to buy out the Facilities of the other Relevant Lenders (whether itself or by any other person or nominee), then the Relevant Lenders shall be obligated to sell their Facilities at the value set out above; and (f) The Dissenting Lenders may exercise such right of buy-out in respect of the entire Facilities held by other Relevant Lenders. 7.3 The Dissenting Lenders shall also have the option to sell/transfer their Facilities (independent of Clause 7.1 and 7.2 above) to any bank or non-banking financial company (NBFC), at a price decided mutually between such Dissenting Lender and the taking over lender in accordance with Applicable Law, provided such lender enters into the Deed of Accession (if it is not already a party to under this Agreement) and agrees . Any such alternate lender is subject to the Administrative Agent's prior written approval, such approval not to be bound unreasonably withheld. Nothing contained herein shall be deemed to obligate any Lender or the Administrative Agent to agree to any such request made by the Resolution PlanBorrower.

Dissenting Lenders. Without prejudice If a Lender (in this Section 11.4 called a "Dissenting Lender") withholds its consent or its approval following a request of the Borrower as provided in this Agreement and, as a result, the consent of the required Lenders cannot be obtained in connection with such request, the Borrower may, by giving notice to each Dissenting Lender and to the binding nature Administrative Agent within 10 days of being advised by the Administrative Agent of whether the Lenders have consented to such request, designate an alternate lender (which need not be an existing Lender) to purchase an assignment in accordance with Section 11.2 of such Dissenting Lender's Commitment and outstanding Advances (which alternate lender shall purchase such assignment prior to the expiry of such 10-day period), provided that the Borrower shall in the manner described above, replace all Lenders that are Dissenting Lenders with respect to the same request of the Resolution Plan on all the Relevant Lenders once it is approved Borrower and provided further that no Lender shall be obligated to make any such assignment as a result of a demand by the Majority Lenders, it Borrower pursuant to this Section 11.4 unless said assignment is agreed that: 7.1 the Lead done on a without warranty basis and unless and until such Dissenting Lender shall have received one or more payments from either the right Borrower or one or more assignees in an aggregate amount at least equal to the aggregate Outstanding Principal owing to such Dissenting Lender, together with accrued interest thereon to the date of payment of such Outstanding Principal and all other amounts payable to such Dissenting Lender under this Agreement (but not the obligation) to arrange for buy-out of the Facilities of including, without limitation, all losses, costs and expenses suffered or incurred by the Dissenting Lenders at Lender as a value that result of complying with this Section 11.4 and all amounts owing under Section 13.12). Any such alternate lender is equal to 85% (eighty five per cent) of the lower of Liquidation Value or Resolution Value, in accordance with the following termssubject to: (a) the Liquidation Value shall Administrative Agent's prior written approval, such approval not to be computed in the manner set out in the IBC (and such relevant provisions of the IBC are incorporated herein by reference, on a mutuatis mutandis basis). The valuers shall be appointed by the Lead Lender. For the avoidance of doubt, it is clarified that the Liquidation Value shall be calculated with reference to the security (including ranking thereof) held by the relevant Dissenting Lender;unreasonably withheld; and (b) the Liquidation Value and the Resolution Value shall be disclosed to all the Relevant Lenders as a part of the proposed Resolution Plan; (c) such right must be exercised by issuing a written notice to the relevant Dissenting Lenders within 30 (thirty) days of approval of the Resolution Plan; (d) such assignment/transfer shall take place Lenders holding no less than 66 2/3% of the Total Commitment then in accordance with effect less the Applicable Laws; (e) if the Lead Lender exercises the right to buy such Facilities (whether itself or by any other Lender or any other person), then the relevant Dissenting Lender shall be obligated to sell its Facilities at the value set out above; and (f) The Lead Lender may exercise such right in respect of all or any aggregate Commitments of the Dissenting Lenders, as . Nothing contained herein shall be deemed fit to obligate any Lender or the Administrative Agent to agree to any such request made by the Lead Lender in the prevailing facts and circumstancesBorrower. 7.2 if the Lead Lender has not exercised its right to arrange for buy-out of the Dissenting Lenders in accordance with Clause 7.1 above, one or more of the Dissenting Lenders shall have the right (but not the obligation) to arrange for buy-out of the Facilities of all the other Relevant Lenders at a value that is equal to 125% (one hundred twenty five per cent) of the higher of the Liquidation Value or the Resolution Value, in accordance with the following terms: (a) the Liquidation Value shall be computed in the manner set out in Clause 7.1 above; (b) the Liquidation Value and the Resolution Value shall be disclosed as a part of the proposed Resolution Plan; (c) such right must be exercised by issuing a written notice to the Relevant Lenders within 30 (thirty) days of approval of the Resolution Plan; (d) such assignment/transfer shall take place in accordance with the Applicable Laws; (e) if one or more of the Dissenting Lenders exercise the right to buy out the Facilities of the other Relevant Lenders (whether itself or by any other person or nominee), then the Relevant Lenders shall be obligated to sell their Facilities at the value set out above; and (f) The Dissenting Lenders may exercise such right of buy-out in respect of the entire Facilities held by other Relevant Lenders. 7.3 The Dissenting Lenders shall also have the option to sell/transfer their Facilities (independent of Clause 7.1 and 7.2 above) to any bank or non-banking financial company (NBFC), at a price decided mutually between such Dissenting Lender and the taking over lender in accordance with Applicable Law, provided such lender enters into the Deed of Accession (if it is not already a party to this Agreement) and agrees to be bound by the Resolution Plan.

Dissenting Lenders. Without prejudice to the binding nature If, in connection with any proposed change, waiver, discharge or termination of the Resolution Plan on all provisions of this Agreement as contemplated by this Section 9.02, the Relevant consent of the Required Lenders once it is approved by obtained but the Majority Lendersconsent of one or more of such other Lenders whose consent is required is not obtained, it is agreed that: 7.1 the Lead Lender then Borrower shall have the right to replace any such non-consenting Lender or Lenders with one or more persons pursuant to Section 2.19(b) so long as at the time of such replacement each such new Lender consents to the proposed change, waiver, discharge or termination Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except (but i) that the Commitment of such Lender may not be increased or extended, or the obligationrate reduced, or the time of payment of interest, or fees thereon or other amounts payable hereunder (other than mandatory prepayments) extended, without the consent of such Lender, (ii) in the case of an amendment, waiver or other modification requiring the consent of each Lender or each Lender affected thereby other than clause (viii) above, and (iii) this paragraph may not be amended, waived or otherwise modified in any manner adverse to such Lender without the consent of such Lender (it being understood that, except as set forth in this paragraph, any Commitments or Loans held or deemed held by any Defaulting Lender shall be excluded for a vote of the Lenders hereunder requiring any consent of the Lenders). Notwithstanding anything to the contrary contained in this Section 9.02, the Security Documents and related documents executed by Subsidiaries in connection with this Agreement may be in a form reasonably determined by the Administrative Agent and may be, together with this Agreement, amended and waived with the consent of the Administrative Agent at the request of the Borrower without the need to obtain the consent of any other Lender if such amendment or waiver is delivered in order (i) to arrange for buy-out comply with local Requirements of Law or advice of local counsel, (ii) to cure ambiguities or defects or (iii) to cause such guarantee, collateral security document or other document to be consistent with this Agreement and the other Loan Documents. Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Facilities Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof (collectively, the “Additional Extensions of Credit”) to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and Revolving Credit Exposure and the accrual of interest and fees in respect thereof and (b) to include appropriately the Lenders holding such credit facilities in any determination of the Dissenting Required Lenders at a value and Required Facility Lenders; provided, that is equal no such amendment shall permit the Additional Extensions of Credit to 85% (eighty five per cent) share ratably with or with preference to the Term Loans in the application of mandatory prepayments without the consent of the lower Required Facility Lenders under each Facility (other than the Revolving Credit Facility) or otherwise to share ratably with or with preference to the Revolving Credit Exposure without the consent of Liquidation Value or Resolution Valuethe Required Facility Lenders under the Revolving Credit Facility. In addition, in accordance notwithstanding the foregoing, this Agreement may be amended with the following terms: written consent of the Administrative Agent, the Borrower and the Lenders providing the Replacement Term Loans (as defined below) to permit the refinancing of all outstanding Term Loans of a given Class (“Refinanced Term Loans”) with replacement term loans (“Replacement Term Loans”) hereunder; provided that (a) the Liquidation Value aggregate principal amount of such Replacement Term Loans shall be computed in not exceed the manner set out in the IBC (and aggregate principal amount of such relevant provisions of the IBC are incorporated herein by referenceRefinanced Term Loans, on a mutuatis mutandis basis). The valuers shall be appointed by the Lead Lender. For the avoidance of doubt, it is clarified that the Liquidation Value shall be calculated with reference to the security (including ranking thereof) held by the relevant Dissenting Lender; (b) the Liquidation Value and Applicable Rate with respect to such Replacement Term Loans (or similar interest rate spread applicable to such Replacement Term Loans) shall not be higher than the Resolution Value shall be disclosed Applicable Rate for such Refinanced Term Loans (or similar interest rate spread applicable to all the Relevant Lenders as a part of the proposed Resolution Plan; such Refinanced Term Loans) immediately prior to such refinancing, (c) the Weighted Average Life to Maturity of such right must Replacement Term Loans shall not be exercised shorter than the Weighted Average Life to Maturity of such Refinanced Term Loans at the time of such refinancing (except by issuing a written notice virtue of amortization or prepayment of the Refinanced Term Loans prior to the relevant Dissenting Lenders within 30 (thirtytime of such incurrence) days of approval of the Resolution Plan; and (d) all other terms applicable to such assignment/transfer shall take place in accordance with the Applicable Laws; (e) if the Lead Lender exercises the right to buy such Facilities (whether itself or by any other Lender or any other person), then the relevant Dissenting Lender Replacement Term Loans shall be obligated substantially identical to, or less favorable to sell its Facilities at the value set out above; and (f) The Lead Lender may exercise Lenders providing such right in respect of all or Replacement Term Loans than, those applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants and other terms applicable to any period after the Latest Maturity Date of the Dissenting Lenders, as deemed fit by the Lead Lender Term Loans in the prevailing facts and circumstanceseffect immediately prior to such refinancing. 7.2 if the Lead Lender has not exercised its right to arrange for buy-out of the Dissenting Lenders in accordance with Clause 7.1 above, one or more of the Dissenting Lenders shall have the right (but not the obligation) to arrange for buy-out of the Facilities of all the other Relevant Lenders at a value that is equal to 125% (one hundred twenty five per cent) of the higher of the Liquidation Value or the Resolution Value, in accordance with the following terms: (a) the Liquidation Value shall be computed in the manner set out in Clause 7.1 above; (b) the Liquidation Value and the Resolution Value shall be disclosed as a part of the proposed Resolution Plan; (c) such right must be exercised by issuing a written notice to the Relevant Lenders within 30 (thirty) days of approval of the Resolution Plan; (d) such assignment/transfer shall take place in accordance with the Applicable Laws; (e) if one or more of the Dissenting Lenders exercise the right to buy out the Facilities of the other Relevant Lenders (whether itself or by any other person or nominee), then the Relevant Lenders shall be obligated to sell their Facilities at the value set out above; and (f) The Dissenting Lenders may exercise such right of buy-out in respect of the entire Facilities held by other Relevant Lenders. 7.3 The Dissenting Lenders shall also have the option to sell/transfer their Facilities (independent of Clause 7.1 and 7.2 above) to any bank or non-banking financial company (NBFC), at a price decided mutually between such Dissenting Lender and the taking over lender in accordance with Applicable Law, provided such lender enters into the Deed of Accession (if it is not already a party to this Agreement) and agrees to be bound by the Resolution Plan.

Dissenting Lenders. Without prejudice (a) Where an amendment or waiver referred to the binding nature of the Resolution Plan on all the Relevant Lenders once it is in Section 19.2 has been approved by the Majority Lenders, it is agreed that: 7.1 the Lead Lender shall have the right (but not by all the obligationLenders, the Agent will notify the Borrowers and each Lender of such fact and will identify the Lenders approving of such amendment or waiver (each an “Approving Lender”) to arrange for buy-out and the Lenders disapproving of the Facilities of the Dissenting Lenders at such amendment or waiver (each a value that is equal to 85% (eighty five per cent) of the lower of Liquidation Value or Resolution Value, in accordance with the following terms: (a) the Liquidation Value shall be computed in the manner set out in the IBC (and such relevant provisions of the IBC are incorporated herein by reference, on a mutuatis mutandis basis). The valuers shall be appointed by the Lead Lender. For the avoidance of doubt, it is clarified that the Liquidation Value shall be calculated with reference to the security (including ranking thereof) held by the relevant “Dissenting Lender;”). (b) Each Approving Lender may at its option, and with the Liquidation Value approval of all of the other Approving Lenders, acquire all or any portion of the Commitments of and the Resolution Value shall be disclosed outstanding Borrowings owing to all the Relevant Dissenting Lenders as a part of the proposed Resolution Plan; (c) such right must be exercised by issuing a giving written notice to the relevant Agent of the portion of the Commitments of and Borrowings owing to the Dissenting Lenders within 30 (thirty) days of approval which such Approving Lender is prepared to acquire. Such notice will be given not more than 10 Business Days following receipt by such Approving Lender of the Resolution Plan; notice given by the Agent pursuant to Section 19.3 (d) such assignment/transfer shall take place in accordance with a). If more than one Approving Lender gives notice to the Applicable Laws; (e) if the Lead Lender exercises the right Agent that it wishes to buy such Facilities (whether itself or by any other Lender or any other person), then the relevant Dissenting Lender shall be obligated to sell its Facilities at the value set out above; and (f) The Lead Lender may exercise such right in respect of acquire all or any a portion of the Commitments and outstanding Borrowings of the Dissenting Lenders, as deemed fit by then to the Lead Lender extent that the amount of Commitments and outstanding Borrowings which such Approving Lenders wish to acquire exceeds the amount of Commitments and outstanding Borrowings to be acquired, each of the Approving Lenders will be entitled to acquire its rateable portion (determined according to the respective amounts which they have indicated in such notice) of the prevailing facts said Commitments and circumstances. 7.2 if outstanding Borrowings. Any such acquisition will be effected through an assignment and substantially in accordance with Section 20.4. The Agent will notify the Lead Lender has not exercised its right Borrowers of the acquisition pursuant to arrange for buy-out this Section 19.3 of any portion of the Commitments and the outstanding Borrowings of the Dissenting Lenders in accordance with Clause 7.1 above, one or more of Lenders. The Borrowers and each Dissenting Lender whose Commitment and Borrowings are to be acquired pursuant to this Section 19.3 will execute all such agreements and instruments as may be reasonably required by the Dissenting Lenders shall have the right (but not the obligation) to arrange for buy-out of the Facilities of all the other Relevant Lenders at a value that is equal to 125% (one hundred twenty five per cent) of the higher of the Liquidation Value or the Resolution Value, in accordance with the following terms: (a) the Liquidation Value shall be computed in the manner set out in Clause 7.1 above; (b) the Liquidation Value Agent and the Resolution Value shall be disclosed as a part of the proposed Resolution Plan; (c) Approving Lenders to give effect to such right must be exercised by issuing a written notice to the Relevant Lenders within 30 (thirty) days of approval of the Resolution Plan; (d) such assignment/transfer shall take place in accordance with the Applicable Laws; (e) if one or more of the Dissenting Lenders exercise the right to buy out the Facilities of the other Relevant Lenders (whether itself or by any other person or nominee), then the Relevant Lenders shall be obligated to sell their Facilities at the value set out above; and (f) The Dissenting Lenders may exercise such right of buy-out in respect of the entire Facilities held by other Relevant Lendersacquisition. 7.3 The Dissenting Lenders shall also have the option to sell/transfer their Facilities (independent of Clause 7.1 and 7.2 above) to any bank or non-banking financial company (NBFC), at a price decided mutually between such Dissenting Lender and the taking over lender in accordance with Applicable Law, provided such lender enters into the Deed of Accession (if it is not already a party to this Agreement) and agrees to be bound by the Resolution Plan.

Dissenting Lenders. Without prejudice a) In the event that a Lender (a “Dissenting Lender”) refuses to consent to the binding nature terms of a waiver or amendment requested by the Company which pursuant to Clause 36.2 (All Lenders) requires the consent of all the Lenders and Lenders whose Commitments aggregate more than 80% of the Resolution Plan on all total Commitments have consented to such waiver or amendment request, such Dissenting Lender will, at the Relevant Lenders once it is approved by the Majority Lenders, it is agreed that: 7.1 the Lead Lender shall have the right (but not the obligation) to arrange for buy-out request of the Facilities Company, transfer all of its rights, benefits and obligations under the Finance Documents to any bank, financial institution or person regularly engaged in or established for the purpose of making or investing in loans or other financial assets that is willing to assume such rights, benefits and obligations as the Company may nominate (a “Replacement Lender”) against payment by such Replacement Lender of amounts equal to the Dissenting Lenders at Lender’s participation in each Advance, together with interest and any other sum accrued to the Dissenting Lender under this Agreement including the Dissenting Lender’s costs and expenses in respect of such transfer. Any such transfer shall be subject to the provisions of Clauses 30.3 (Assignments or Transfers by Lenders) and 30.4 (Procedure for Transfer). b) Replacement of a value that is equal Dissenting Lender must take place no later than 20 Business Days after the date the Dissenting Lender notified the Agent and the Company of its refusal to 85% (eighty five per centagree to the relevant amendment or waiver. c) The replacement of the lower of Liquidation Value or Resolution Value, in accordance with a Lender pursuant to this Clause 36.6 shall be subject to the following termsconditions: (ai) the Liquidation Value Company shall be computed in the manner set out in the IBC (and such relevant provisions have no right to seek replacement of the IBC are incorporated herein by reference, on Agent; (ii) no Finance Party shall have any obligation to be or find a mutuatis mutandis basis). The valuers shall be appointed by the Lead Lender. For the avoidance of doubt, it is clarified that the Liquidation Value shall be calculated with reference to the security (including ranking thereof) held by the relevant Dissenting Replacement Lender; (biii) in no event shall the Liquidation Value and Dissenting Lender be required to pay or surrender to the Resolution Value shall be disclosed to all the Relevant Lenders as a part Replacement Lender any of the proposed Resolution Plan; (c) fees received by such right must be exercised by issuing a written notice Dissenting Lender pursuant to the relevant Dissenting Lenders within 30 (thirty) days of approval of the Resolution Plan; (d) such assignment/transfer shall take place in accordance with the Applicable Laws; (e) if the Lead Lender exercises the right to buy such Facilities (whether itself or by any other Lender or any other person), then the relevant Dissenting Lender shall be obligated to sell its Facilities at the value set out aboveFinance Documents; and (fiv) The Lead Lender may exercise such right in respect of all or any of the Dissenting LendersLender will not be obliged to transfer its rights, as deemed fit by benefits and obligations under the Lead Lender in the prevailing facts and circumstancesFinance Documents if such transfer would contravene any law or regulation. 7.2 if the Lead Lender has not exercised its right to arrange for buy-out of the Dissenting Lenders in accordance with Clause 7.1 above, one or more of the Dissenting Lenders shall have the right (but not the obligation) to arrange for buy-out of the Facilities of all the other Relevant Lenders at a value that is equal to 125% (one hundred twenty five per cent) of the higher of the Liquidation Value or the Resolution Value, in accordance with the following terms: (a) the Liquidation Value shall be computed in the manner set out in Clause 7.1 above; (b) the Liquidation Value and the Resolution Value shall be disclosed as a part of the proposed Resolution Plan; (c) such right must be exercised by issuing a written notice to the Relevant Lenders within 30 (thirty) days of approval of the Resolution Plan; (d) such assignment/transfer shall take place in accordance with the Applicable Laws; (e) if one or more of the Dissenting Lenders exercise the right to buy out the Facilities of the other Relevant Lenders (whether itself or by any other person or nominee), then the Relevant Lenders shall be obligated to sell their Facilities at the value set out above; and (f) The Dissenting Lenders may exercise such right of buy-out in respect of the entire Facilities held by other Relevant Lenders. 7.3 The Dissenting Lenders shall also have the option to sell/transfer their Facilities (independent of Clause 7.1 and 7.2 above) to any bank or non-banking financial company (NBFC), at a price decided mutually between such Dissenting Lender and the taking over lender in accordance with Applicable Law, provided such lender enters into the Deed of Accession (if it is not already a party to this Agreement) and agrees to be bound by the Resolution Plan.