Lending Affiliates. (a) Each Lender may discharge its obligations in respect of a Drawing under this Agreement by nominating one or more branches or affiliates to participate in that Drawing provided that, in case of a Drawing to be made by a Dutch Borrower, such affiliate is a PMP. (b) A Lender may nominate a branch or affiliate to participate in one or more Drawings by 2 Business Days’ written notice delivered to the Facility Agent. (c) Any branch or affiliate nominated by a Lender to participate in a Drawing shall: (i) participate in compliance with the terms of this Agreement; and (ii) be entitled, to the extent of its participation, to all the rights and benefits of a Lender under the Senior Finance Documents provided that such rights and benefits shall be exercised on its behalf by its nominating Lender save where law or regulation requires the branch or affiliate to do so. (d) Each Lender shall remain liable and responsible for the performance of all obligations assumed by a branch or affiliate on its behalf and non-performance of a Lender’s obligations by its branch or affiliate shall not relieve such Lender from its obligations under this Agreement. (e) No Obligor shall be liable to pay any amount being required to be paid by an Obligor under Clause 12 (Taxes) or Clause 13.2 (Increased Costs) (arising as a result of laws or regulations in force or known to be coming into force on the date the relevant branch or affiliate was nominated) in excess of the amount it would have been obliged to pay if that Lender had not nominated its branch or affiliate to participate in the Facilities. Each Lender shall promptly notify the Facility Agent and Bidco of the location of the branch or (as the case may be) the jurisdiction of residence of the affiliate which will participate in the relevant Drawings. (f) Any notice or communication to be made to a branch or an affiliate of a Lender pursuant to this Agreement: (i) may be served directly upon the branch or affiliate, at the address supplied to the Facility Agent by the nominating Lender pursuant to its nomination of such branch or affiliate, where the Lender or the relevant branch or affiliate requests this in order to mitigate any legal obligation to deduct withholding tax from any payment to such branch or affiliate or any payment obligation which might otherwise arise pursuant to Clause 13.2 (Increased Costs); or (ii) in any other circumstance, may be delivered to the Lending Office of the Lender. (g) If a Lender nominates an affiliate, that Lender and that affiliate: (i) will be treated as having a single Commitment but for all other purposes other than those referred to in paragraphs (d) and (f)(ii) above will be treated as separate Lenders; and (ii) will be regarded as a single Lender for the purpose of (aa) voting in relation to any matter in connection with a Senior Finance Party or (bb) compliance with Clause 27 (Assignments and Transfers).
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Samples: Loan Agreement (Elster Group SE), Loan Agreement (Elster Group SE)
Lending Affiliates. (a) Each Lender may discharge its obligations in respect of a Drawing under this Agreement by nominating one or more branches or affiliates to participate in that Drawing provided that, in case of a Drawing to be made by a Dutch Borrower, such affiliate is a PMP.
(b) A Lender may nominate a branch or affiliate Affiliate to discharge its obligations to participate in one or more Drawings by 2 Business Days’ written notice delivered Utilisation:
(i) in this Agreement; or
(ii) in the Transfer Certificate pursuant to the Facility Agentwhich such Lender becomes a Party.
(cb) Any branch or affiliate Affiliate nominated by a Lender to participate in a Drawing Utilisation shall:
(i) participate in compliance with the terms of this Agreement; and
(ii) be entitled, to the extent of its participation, to all the rights and benefits of a Lender under the Senior Finance Documents provided that such rights and benefits shall be exercised on its behalf by its nominating Lender save where law or regulation requires the branch or affiliate Affiliate to do so.
(dc) Each Lender shall remain liable and responsible for the performance of all obligations assumed by a branch or affiliate Affiliate on its behalf and non-performance of a Lender’s obligations by its branch or affiliate Affiliate shall not relieve such Lender from its obligations under this Agreement.
(ed) No Obligor shall be liable to pay any amount being required to be paid by an Obligor under Clause 12 14 (Taxes) or Clause 13.2 15.2 (Increased Costs) (arising as a result of laws or regulations in force or known to be coming into force on the date the relevant branch or affiliate Affiliate was nominated) in excess of the amount it would have been obliged to pay if that Lender had not nominated its branch or affiliate Affiliate to participate in the FacilitiesFacilities or, to the extent that such Lender nominated such Affiliate for particular Utilisations in the Transfer Certificate pursuant to which such Lender became a Party, in excess of the amount which it would have been obliged to pay had it continued to make the relevant type of Utilisations through that Affiliate. Each Lender shall promptly notify the Facility Agent and Bidco the Obligors’ Agent of the location of the Tax jurisdiction from which its branch or (as the case may be) the jurisdiction of residence of the affiliate which Affiliate will participate in the relevant DrawingsUtilisations and such other information regarding that branch or Affiliate as the Obligors’ Agent may reasonably request.
(fe) Any notice or communication to be made to a branch or an affiliate of a Lender pursuant to this Agreement:Clause 31 (Notices and Confidentiality):
(i) may be served directly upon the branch or affiliateAffiliate, at the address supplied to the Facility Agent by the nominating Lender pursuant to its nomination of such branch or affiliateAffiliate, where the Lender or the relevant branch or affiliate Affiliate requests this in order to mitigate any legal obligation to deduct withholding tax Tax from any payment to such branch or affiliate Affiliate or any payment obligation which might otherwise arise pursuant to Clause 13.2 15 (Increased CostsChange in Circumstances); or
(ii) in any other circumstance, may be delivered to the Lending Facility Office of the Lender.
(gf) If a Lender nominates an affiliateAffiliate, that Lender and that affiliateAffiliate:
(i) will be treated as having a single Commitment (being the Commitment of that Lender) but for all other purposes other than those referred to in paragraphs (dc) and (f)(iie)(ii) above will be treated as separate Lenders; and
(ii) will be regarded as a single Lender for the purpose of (aaA) voting in relation to any matter in connection with a Senior Finance Party or (bbB) compliance with Clause 27 26.1 (Assignments and Transferstransfers by the Lenders).
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Lending Affiliates. (a) Each Lender may discharge its The obligations of each Bank in respect of a Drawing under this Agreement by nominating one or more branches or affiliates to participate in that Drawing provided that, in case of a each Drawing to be made available by a Dutch Borrowerit under this Agreement may be discharged by such Bank nominating in this Agreement or in the Transfer Certificate pursuant to which it becomes party to this Agreement or in writing to the Facility Agent and the Obligors’ Agent, an Affiliate of such affiliate is a PMP.
(b) A Lender may nominate a branch or affiliate to participate in Bank as being the lender of one or more Drawings Drawings, or by 2 Business Days’ written notice delivered such Affiliate executing this Agreement in such capacity. Such Affiliate may lend or otherwise make available the amount which such Bank is obliged to lend or so make available in accordance with and subject to the Facility Agent.
(c) terms of this Agreement. Any branch or affiliate nominated amount made available by a Lender an Affiliate shall be due for repayment to participate it in a Drawing shall:
(i) participate in compliance accordance with the terms of this Agreement; and
(ii) Agreement as though it had been made available by such Bank. Such Affiliate shall be entitled, entitled to the extent of its participation, participation by virtue of such Drawing to all the rights and benefits of a Lender under this Agreement and the other Senior Finance Documents including, without limitation, Clause 12 (Taxes and Other Deductions) and Clause 13 (Change in Circumstances) provided that such rights and benefits shall be exercised on its behalf by its nominating Lender Bank save where law or regulation requires the branch or affiliate Affiliate to do so.
(d) . Each Lender Bank shall remain liable and responsible for the performance of all obligations assumed by a branch or affiliate the Affiliate on its behalf behalf, and non-performance of a LenderBank’s obligations by its branch or affiliate Affiliate shall not relieve such Lender Bank from its obligations under this Agreement.
(eb) No Obligor shall be liable to pay If any amount being required to be paid by Bank nominates an Obligor under Affiliate for the purposes of Clause 12 3.3(a) and that nomination would (Taxes) or but for this Clause 13.2 (Increased Costs) (arising 3.3 as a result of laws or regulations in force or known to be coming into force at that time) result on the date the relevant branch occasion of any subsequent payment to that Affiliate in any amount being required to be paid by an Obligor under Clause 12 (Taxes and Other Deductions) or affiliate was nominated) Clause 13.2 (Increased Costs), that Obligor shall not be liable to pay any such amount in excess of the amount it would have been obliged to pay if that Lender Bank had not nominated its branch or affiliate Affiliate to participate in the FacilitiesFacilities as above. Each Lender Bank shall promptly notify the Facility Agent and Bidco the Obligors’ Agent of the location of the branch or (as the case may be) the tax jurisdiction of residence of the affiliate from which its Affiliate will participate in the relevant Drawings.
(fc) Any notice or communication to be made to a branch or an affiliate of a Lender Affiliate pursuant to this Agreement:
Clause 22.1 (iNotices) shall be deemed to be served if delivered to the Lending Office of the Bank which nominated the Affiliate pursuant to Clause 3.3 provided that any such notice or communication may be served directly upon the branch or affiliate, Affiliate at the address supplied to the Facility Agent by the nominating Lender Bank pursuant to its nomination of such branch or affiliate, where Affiliate under Clause 3.3(a) to the Lender or the relevant branch or affiliate requests this in order extent required to mitigate any legal obligation to deduct withholding tax from any payment to such branch or affiliate Bank pursuant to Clause 12 (Taxes and Other Deductions) or any payment obligation which might otherwise arise pursuant to Clause 13.2 13 (Increased Costs); or
(ii) Change in any other circumstance, may be delivered to the Lending Office of the Lender.
(g) If a Lender nominates an affiliate, that Lender and that affiliate:
(i) will be treated as having a single Commitment but for all other purposes other than those referred to in paragraphs (d) and (f)(ii) above will be treated as separate Lenders; and
(ii) will be regarded as a single Lender for the purpose of (aa) voting in relation to any matter in connection with a Senior Finance Party or (bb) compliance with Clause 27 (Assignments and TransfersCircumstances).
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Lending Affiliates. (a) Each Lender may discharge its The obligations of each Bank in respect of a Drawing under this Agreement by nominating one or more branches or affiliates to participate in that Drawing provided that, in case of a each Drawing to be made available by a Dutch Borrowerit under this Agreement may be discharged by such Bank nominating in this Agreement or in the Transfer Certificate pursuant to which it becomes party to this Agreement, an affiliate of such affiliate is a PMP.
(b) A Lender may nominate a branch or affiliate to participate in Bank as being the lender of one or more Drawings Drawings, or by 2 Business Days’ written notice delivered such affiliate executing this Agreement in such capacity, for the purposes of mitigating any obligation to deduct withholding tax from any payment to such Bank pursuant to Clause 12 (Taxes and Other Deductions) or any payment obligation which might otherwise arise pursuant to Clause 13 (Change in Circumstances). Such affiliate may lend or otherwise make available the amount which such Bank is obliged to lend or so make available in accordance with and subject to the Facility Agent.
(c) terms of this Agreement. Any branch or amount made available by an affiliate nominated by a Lender shall be due for repayment to participate it in a Drawing shall:
(i) participate in compliance accordance with the terms of this Agreement; and
(ii) Agreement as though it had been made available by such Bank. Such affiliate shall be entitled, entitled to the extent of its participation, participation by virtue of such Drawing to all the rights and benefits of a Lender under this Agreement and the other Senior Finance Documents including without limitation Clause 12 (Taxes and Other Deductions) and Clause 13 (Change in Circumstances) provided that such rights and benefits shall be exercised on its behalf by its nominating Lender Bank save where law or regulation requires the branch or affiliate to do so.
(d) . Each Lender Bank shall remain liable and responsible for the performance of all obligations assumed by a branch or the affiliate on its behalf behalf, and non-performance of a Lender’s Bank's obligations by its branch or affiliate shall not relieve such Lender Bank from its obligations under this Agreement.
(eb) No Obligor shall be liable to pay If any amount being required to be paid by Bank nominates an Obligor under affiliate for the purposes of Clause 12 3.3
(Taxesa) or and that nomination would (but for this Clause 13.2 (Increased Costs) (arising 3.3 as a result of laws or regulations in force or known to be coming into force at that time) result on the date the relevant branch occasion of any subsequent payment to that affiliate in any amount being required to be paid by an Obligor under Clause 12 (Taxes and Other Deductions) or affiliate was nominated) Clause 13.2 (Increased Costs), that Obligor shall not be liable to pay any such amount in excess of the amount it would have been obliged to pay if that Lender Bank had not nominated its branch or affiliate to participate in the FacilitiesFacilities as above. Each Lender Bank shall promptly notify the Facility Agent and Bidco the Parent of the location of the branch or (as the case may be) the tax jurisdiction of residence of the from which its affiliate which will participate in the relevant Drawings.
(fc) Any notice or communication to be made to a branch or an affiliate of a Lender pursuant to this Agreement:
Clause 22.1 (iNotices) shall be deemed to be served if delivered to the Lending Office of the Bank which nominated the affiliate pursuant to Clause 3.3 provided that any such notice or communication may be served directly upon the branch or affiliate, at the address supplied affiliate to the Facility Agent by the nominating Lender pursuant to its nomination of such branch or affiliate, where the Lender or the relevant branch or affiliate requests this in order extent required to mitigate any legal obligation to deduct withholding tax from any payment to such branch or affiliate Bank pursuant to Clause 12 (Taxes and Other Deductions) or any payment obligation which might otherwise arise pursuant to Clause 13.2 13 (Increased Costs); or
(ii) Change in any other circumstance, may be delivered to the Lending Office of the Lender.
(g) If a Lender nominates an affiliate, that Lender and that affiliate:
(i) will be treated as having a single Commitment but for all other purposes other than those referred to in paragraphs (d) and (f)(ii) above will be treated as separate Lenders; and
(ii) will be regarded as a single Lender for the purpose of (aa) voting in relation to any matter in connection with a Senior Finance Party or (bb) compliance with Clause 27 (Assignments and TransfersCircumstances).
Appears in 1 contract
Samples: Credit Facilities Agreement (Lucite International Group Holdings LTD)
Lending Affiliates. (a) Each Lender may discharge its obligations in respect of a Drawing under this Agreement by nominating one or more branches or affiliates to participate in that Drawing provided that, in case of a Drawing to be made by a Dutch Borrower, such affiliate is a PMP.
(b) A Lender may nominate a branch or affiliate Affiliate to discharge its obligations to participate in one on or more Drawings Borrowings or L/C Credit Extensions in this Agreement or in a New Lender Certificate which shall be countersigned by 2 Business Days’ written notice delivered to the Facility Agentrelevant Affiliate confirming it will be bound as a Lender under this Agreement and the other Loan Documents in respect of the Loans in respect of which it shall act as Lender.
(cb) Any branch or affiliate Affiliate nominated by a Lender to participate in a Drawing Borrowing or L/C Credit Extension shall:
(i) participate therein in compliance with the terms of this Agreement; and;
(ii) be entitled, to the extent of its participation, to all the rights and benefits of a Lender under this Agreement and the Senior Finance Documents other Loan Documents; provided that such rights and benefits shall be exercised on its behalf by its nominating Lender save where law or regulation requires the branch or affiliate Affiliate to do so; and
(iii) in the case of an Affiliate nominated by a Lender pursuant to this Section 1.11, become party to the Existing Intercreditor Agreement, to the extent then in effect, by delivery of a duly completed Accession Deed (as defined therein) or any replacement security trust documentation.
(dc) Each Lender shall remain liable and responsible for the performance of all obligations assumed by a branch or affiliate Affiliate on its behalf and non-performance of a Lender’s obligations by its branch or affiliate Affiliate shall not relieve such Lender from its obligations under this Agreement.
(ed) No Obligor Loan Party shall be liable to pay any amount being otherwise required to be paid by an Obligor a Loan Party under Clause 12 (Taxes) or Clause 13.2 (Increased Costs) (arising as a result of laws or regulations in force or known to be coming into force on the date the relevant branch or affiliate was nominated) Article III in excess of the amount it would have been obliged to pay if that Lender had not nominated its branch or affiliate Affiliate to participate in the FacilitiesFacilities or, to the extent that such Lender nominated such branch or Affiliate for a particular Borrowing or L/C Credit Extension in the New Lender Certificate pursuant to which such Lender became a Party, in excess of the amount which it would have been obliged to pay had that Lender continued to make only those particular Borrowings or L/C Credit Extensions through that branch or Affiliate. Each Lender shall promptly notify Holdings and the Facility Administrative Agent and Bidco of the location of the jurisdiction from which its branch or (as the case may be) the jurisdiction of residence of the affiliate which Affiliate will participate in the relevant Drawings.Borrowing or L/C Credit Extensions and such other information regarding that branch or Affiliate as the Holdings may reasonably request. Notwithstanding anything to the contrary in this Agreement, for purposes of this Section 1.11(d) the term “Lender” shall include JPMorgan Chase Bank, N.A..
(fe) Any notice or communication to be made to a branch or an affiliate Affiliate of a Lender pursuant to this Agreement:
Section 10.02 (i) may be served directly upon the branch or affiliateAffiliate, at the address supplied to the Facility Administrative Agent by the nominating Lender pursuant to its nomination of such branch or affiliateAffiliate, where the Lender or the relevant branch or affiliate Affiliate requests this in order to mitigate any legal obligation to deduct withholding tax Tax from any payment to such branch or affiliate Affiliate or any payment obligation which might otherwise arise pursuant to Clause 13.2 (Increased Costs); or
Article III or (ii) in any other circumstance, may be delivered to the Lending Office of the nominating Lender.
(gf) If a Lender nominates an affiliateAffiliate, that Lender and that affiliateAffiliate:
(i) will be treated as having a single Commitment (being the Commitment of that Lender) but for all other purposes (other than those referred to in paragraphs clauses (dc) and (f)(iie)(ii) above and clause (ii) below) will be treated as separate Lenders; and
(ii) will be regarded as a single Lender for the purpose of (aaA) voting in relation to any matter in connection with a Senior Finance Party or Loan Document and (bbB) compliance with Clause 27 (Assignments and Transfers)Section 10.07.
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Lending Affiliates. (a) Each Lender may discharge its obligations in respect of a Drawing under this Agreement by nominating one or more branches or affiliates to participate in that Drawing provided that, in case of a Drawing to be made by a Dutch Borrower, such affiliate is a PMP.
(b) A Lender may nominate a branch or affiliate Affiliate to discharge its obligations to participate in one or more Drawings by 2 Business Days’ written notice delivered a Loan:
(i) in this Agreement; or
(ii) in the Transfer Certificate pursuant to the Facility Agentwhich such Lender becomes a Party.
(cb) Any branch or affiliate Affiliate nominated by a Lender to participate in a Drawing Loan shall:
(i) participate in compliance with the terms of this Agreement; and
(ii) be entitled, to the extent of its participation, to all the rights and benefits of a Lender under the Senior Finance Documents provided that such rights and benefits shall be exercised on its behalf by its nominating Lender save where law or regulation requires the branch or affiliate Affiliate to do so.
(dc) Each Lender shall remain liable and responsible for the performance of all obligations assumed by a branch or affiliate Affiliate on its behalf and non-performance of a Lender’s obligations by its branch or affiliate Affiliate shall not relieve such Lender from its obligations under this Agreement.
(ed) No Obligor The Company shall not be liable to pay any amount being required to be paid by an Obligor the Company under Clause 12 10 (Taxes) or Clause 13.2 11.2 (Increased Costs) (arising as a result of laws or regulations in force or known to be coming into force on the date the relevant branch or affiliate Affiliate was nominated) in excess of the amount it would have been obliged to pay if that Lender had not nominated its branch or affiliate Affiliate to participate in the FacilitiesFacility. Each Lender shall promptly notify the Facility Agent and Bidco the Company of the location of the Tax jurisdiction from which its branch or (as the case may be) the jurisdiction of residence of the affiliate which Affiliate will participate in the relevant DrawingsLoan and such other information regarding that branch or Affiliate as the Company may reasonably request.
(fe) Any notice or communication to be made to a branch or an affiliate of a Lender pursuant to this Agreement:Clause 25 (Notices and Confidentiality):
(i) may be served directly upon the branch or affiliateAffiliate, at the address supplied to the Facility Agent by the nominating Lender pursuant to its nomination of such branch or affiliateAffiliate, where the Lender or the relevant branch or affiliate Affiliate requests this in order to mitigate any legal obligation to deduct withholding tax Tax from any payment to such branch or affiliate Affiliate or any payment obligation which might otherwise arise pursuant to Clause 13.2 11 (Increased CostsChange in Circumstances); or
(ii) in any other circumstance, may be delivered to the Lending Facility Office of the Lender.
(gf) If a Lender nominates an affiliateAffiliate, that Lender and that affiliateAffiliate:
(i) will be treated as having a single Commitments (being the relevant Commitment of that Lender) but for all other purposes other than those referred to in paragraphs (dc) and (f)(iie)(ii) above will be treated as separate Lenders; and
(ii) will be regarded as a single Lender for the purpose of (aaA) voting in relation to any matter in connection with a Senior Finance Party or (bbB) compliance with Clause 27 20.2 (Assignments and Transferstransfers by the Lenders).
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