Common use of Right of cancellation and repayment in relation to a single Lender Clause in Contracts

Right of cancellation and repayment in relation to a single Lender. (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 16.2 (Tax gross-up); or (ii) any Lender claims indemnification from the Borrower or an Obligor under Clause 16.3 (Tax indemnity) or Clause 17.1 (Increased Costs), the Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment(s) of that Xxxxxx and its intention to procure the repayment of that Xxxxxx's participation in the Loans. (b) On receipt of a notice referred to in paragraph (a) above, the Available Commitment(s) of the relevant Lender shall be immediately reduced to zero. (c) On the last day of each Interest Period which ends after the Borrower has given notice under paragraph (a) above (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay the relevant Lender's participation in that Loan together with all interest and other amounts accrued under the Finance Documents and that Xxxxxx's corresponding Commitment(s) shall be immediately cancelled in the amount of the participations repaid.

Right of cancellation and repayment in relation to a single Lender. (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 16.2 14.2 (Tax gross-up); or (ii) any Lender claims indemnification from the Borrower Company or an Obligor under Clause 16.3 14.3 (Tax indemnity) or Clause 17.1 15.1 (Increased Costscosts), the Borrower Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification continuesindemnification, give the Agent notice of cancellation of the Commitment(s) of that Xxxxxx Lender and its intention to procure the repayment of that XxxxxxLender's participation in the LoansUtilisations. (b) On receipt of a notice referred to in paragraph (a) aboveabove in relation to a Lender, the Available Commitment(s) of the relevant Lender shall immediately be immediately reduced to zero. (c) On the last day of each Interest Period which ends after the Borrower Company has given notice under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Borrower Company in that notice), the each Borrower to which a Utilisation is outstanding shall repay the relevant Lender's participation in that Loan Utilisation together with all interest and other amounts accrued under the Finance Documents and Documents. (i) If any Lender becomes a Defaulting Lender, the Company may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent three Business Days' notice of cancellation of each Available Commitment of that Xxxxxx's corresponding Commitment(sLender; (ii) shall be immediately cancelled On the notice referred to in the amount paragraph (i) above becoming effective, each Available Commitment of the participations repaidDefaulting Lender shall immediately be reduced to zero. (iii) The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (i) above, notify all the Lenders.

Right of cancellation and repayment in relation to a single Lender. (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 16.2 14.2 (Tax gross-up); or; (ii) any Lender claims indemnification from the Borrower Obligors’ Agent or an Obligor under Clause 16.3 14.3 (Tax indemnity) or Clause 17.1 15.1 (Increased Costscosts); or (iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost formulae), the Borrower Obligors’ Agent may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase or indemnification continuescontinues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zero, give the Agent notice of cancellation of the Commitment(s) Commitment of that Xxxxxx Lender and its intention to procure the repayment of that Xxxxxx's Lender’s participation in the Loans. (b) On receipt of a notice referred to in paragraph (a) aboveabove in relation to a Lender, the Available Commitment(s) Commitment of the relevant that Lender shall immediately be immediately reduced to zero. (c) On the last day of each Interest Period which ends after the Borrower Obligors’ Agent has given notice under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Borrower Obligors’ Agent in that notice), the each Borrower to which a Loan is outstanding shall repay the relevant that Lender's ’s participation in that Loan together with all interest and other amounts accrued under the Finance Documents and that Xxxxxx's corresponding Commitment(s) shall be immediately cancelled in the amount of the participations repaidDocuments.

Right of cancellation and repayment in relation to a single Lender. (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 16.2 15.2 (Tax gross-up); or; (ii) any Lender claims indemnification from the Borrower or an Obligor under Clause 16.3 15.3 (Tax indemnity) or Clause 17.1 16.1 (Increased Costscosts); or (iii) a Market Disruption Event occurs pursuant to Clause 13 (Changes to Calculation of Interest) in relation to certain but not all the Lenders; or (iv) at any time a Lender becomes a Non-Consenting Lender, the Borrower Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Facility Agent notice of cancellation of the Commitment(s) Commitment of that Xxxxxx Lender and its intention to procure the repayment of that XxxxxxLender's participation in the LoansUtilisations or to require the transfer of that Lender's rights and obligations pursuant to Clause 26.11 (Replacement of Lenders). (b) On receipt of a notice referred to in paragraph (a) aboveabove in relation to a Lender, the Available Commitment(s) Commitment of the relevant that Lender shall immediately be immediately reduced to zerozero or transferred to another person pursuant to Clause 26.11 (Replacement of Lenders). (c) On the last day of each Interest Period which ends after the Borrower Company has given notice under paragraph (a) (i), (ii) or (iii) above in relation to a Lender (or, if earlier, the date specified by the Borrower Company in that notice), the each Borrower to which a Loan is outstanding shall repay the relevant that Lender's participation in that Loan together with all interest and other amounts accrued under the Finance Documents or the relevant Lender shall transfer its rights and obligations pursuant to Clause 26.11 (Replacement of Lenders). (d) On the last day of each Interest Period which ends after the Company has given notice under paragraph (a)(iv) above in relation to a Lender (or, if earlier, the date specified by the Company in that Xxxxxx's corresponding Commitment(s) shall be immediately cancelled in notice), each Borrower to which a Loan is outstanding shall, with the amount consent of each of the participations repaidLenders forming the Majority Lenders (unless the prepayment is funded by Company New Equity, Company Subordinated Debt or Retained Cash that can be used to pay dividends in accordance with the terms of this Agreement) repay that Lender's participation in that Loan together with all interest and other amounts accrued under the Finance Documents and/or the relevant Lender shall transfer its rights and obligations pursuant to Clause 26.11 (Replacement of Lenders).

Right of cancellation and repayment in relation to a single Lender. (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under Clause 13.3 (Market disruption) or paragraph (c) of Clause 16.2 15.2 (Tax gross-upgross‑up); or; (ii) any Lender claims indemnification from the Borrower Parent or an Obligor under Clause 16.3 15.3 (Tax indemnity) or Clause 17.1 16.1 (Increased Costscosts); or (iii) any Lender becomes a Non‑Consenting Lender, the applicable Borrower or the Parent may, whilst the circumstance giving rise to a Lender being a Non‑Consenting Lender or the requirement for that increase or indemnification continues, give the Agent notice (if such circumstances relate to a Lender) of cancellation of the Commitment(s) Commitment of that Xxxxxx Lender and its intention to procure the repayment of that Xxxxxx's ’s participation in the Loans. (b) On receipt of a notice referred to in Clause paragraph (a) aboveabove in relation to a Lender, the Available Commitment(s) Commitment of the relevant that Lender shall immediately be immediately reduced to zero. (c) On the last day of each Interest Period which ends after the Borrower Parent has given notice under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Borrower Parent in that notice), the each Borrower to which a Loan is outstanding shall repay the relevant Lender's that Xxxxxx’s participation in that Loan together with all interest and other amounts accrued under the Finance Documents and that Xxxxxx's corresponding Commitment(s) shall be immediately cancelled in the amount of the participations repaidDocuments.

Right of cancellation and repayment in relation to a single Lender. (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 16.2 18.2 (Tax gross-up); or; (ii) any Lender claims indemnification from the Borrower Company or an Obligor under Clause 16.3 18.3 (Tax indemnity) or Clause 17.1 19.1 (Increased Costscosts); or (iii) any Lender invokes Clause 16.2 (Market disruption), then the Borrower Company may, whilst : (A) require the circumstance giving rise transfer or assignment in accordance with this Agreement of all (but at par only) of that Lendex’x Xxmmitments and participations in the Utilisations to a person nominated by the requirement for Company willing to accept that increase transfer or indemnification continues, assignment in accordance with paragraph (c) below; or (B) give the Agent notice of cancellation of all or any part of the Commitment(s) Commitments of that Xxxxxx Lender and its the Company’s intention to procure the repayment of all of that Xxxxxx's participation Lendex’x xxrticipations in the Loans. (b) On receipt of a notice referred to in paragraph (a) aboveUtilisations, whereupon the Available Commitment(s) relevant part of the relevant Commitments of that Lender shall immediately be immediately reduced to zero. (cb) On the last day of each Interest Period which ends after the Borrower Company has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Borrower Company in that notice), the each Borrower to which a Loan is outstanding shall repay the relevant Lender's participation that Lendex’x xxrticipation in that Loan together with all interest and other amounts accrued under the Finance Documents and that Xxxxxx's corresponding Commitment(s) Lendex’x xxrresponding Commitment shall be immediately cancelled in the amount of the participations repaid. (c) If paragraph (a)(A) above applies, the Company may on 10 Business Days’ prior notice to the Agent and that Lendex, xxxlace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 29 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to an Eligible Institution which confirms its willingness to assume and does assume all ​ the obligations of the transferring Lender in accordance with Clause 29 (Changes to the Lenders) for a purchase price in cash payable at the time of the transfer in an amount equal to the outstanding principal amount of such Lendex’x xxrticipation in the outstanding Loans and all accrued interest, Break Costs and other amounts payable in relation thereto under the Finance Documents. (d) The replacement of a Lender pursuant to paragraph (c) above shall be subject to the following conditions: (i) the Company shall have no right to replace the Agent; (ii) neither the Agent nor any Lender shall have any obligation to find a Replacement Lender; (iii) in no event shall the Lender replaced under paragraph (c) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents; and (iv) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (c) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. (e) A Lender shall perform the checks described in paragraph (d)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (c) above and shall notify the Agent and the Company when it is satisfied that it has complied with those checks.

Right of cancellation and repayment in relation to a single Lender. (a) If: (i) any sum payable to any Lender or Ancillary Facility Lender or L/C Bank by an Obligor is required to be increased under paragraph (c) of Clause 16.2 (Tax gross-up); or (ii) any Lender or Ancillary Facility Lender or L/C Bank claims indemnification from the Borrower Company or an Obligor under Clause 16.3 (Tax indemnity) or Clause 17.1 (Increased Costscosts); (iii) any Lender or Ancillary Facility Lender or L/C Bank invokes Clause 14.3 (Market disruption), the Borrower maythen, whilst subject to paragraph (c) below: (iv) if the circumstance giving rise relates to a Lender, the requirement Company may: (A) arrange for the transfer or assignment in accordance with this Agreement of the whole (but at par only) of that increase Lender’s Commitment and participation in the Loans to a new or indemnification continues, existing Lender willing to accept that transfer or assignment; or (B) give the Facility Agent notice of cancellation of the Commitment(s) Commitment of that Xxxxxx Lender and its intention to procure the repayment of that Xxxxxx's Lender’s participation in the Loans., whereupon the Commitment of that Lender shall immediately be reduced to zero; 63140965_9 (bv) On receipt of a notice referred if the circumstance relates to in paragraph (a) abovean L/C Bank, the Available Commitment(s) Company may give the Facility Agent notice of repayment of any outstanding Documentary Credit issued by such L/C Bank and cancellation of the relevant appointment of such L/C Bank as an L/C Bank under this Agreement in relation to any Documentary Credit to be issued in the future or the provision of full cash cover in respect of such L/C Bank’s maximum contingent liability under each outstanding Documentary Credit; and (vi) if the circumstance relates to an Ancillary Facility Lender, the Company may give the Facility Agent notice of cancellation of that Ancillary Facility Lender’s Commitment and the Company’s intention to procure the repayment of the utilisations of any Ancillary Facility granted by that Ancillary Facility Lender, whereupon the Commitment of that Ancillary Facility Lender shall immediately be immediately reduced to zero. (cb) On the last day of each Interest Period which ends after the Borrower Company has given notice under paragraph (aa)(iv)(B), (a)(v) or (a)(vi) above (or, if earlier, the date specified by the Borrower Company in that notice), the each Borrower to which a Loan or utilisation of an Ancillary Facility is outstanding shall repay the relevant that Lender's ’s participation in that Loan or the utilisation of the Ancillary Facility granted by that Ancillary Facility Lender together with all interest and other amounts accrued under the Finance Documents Documents, or, as the case may be, provide full cash cover in respect of (or otherwise repay) any Documentary Credit issued by that L/C Bank or any contingent liability under an Ancillary Facility. (c) The Company may only exercise its rights under paragraphs (a)(i) and that Xxxxxx's corresponding Commitment(s(a)(ii) above if the circumstance giving rise to the requirement or indemnifications continues. (d) The replacement of a Lender pursuant to paragraph (a)(iv)(A) above shall be immediately cancelled in subject to the amount following conditions: (i) no Finance Party shall have any obligation to find a replacement Lender; (ii) any replaced Lender shall not be required to refund, or to pay or surrender to any other Lender, any of the participations repaidfees or other amounts received by that replaced Lender under any Finance Document; and (iii) any replacement of a Lender which is the Facility Agent shall not affect its role as the Facility Agent. (e) Prepayments made pursuant to this Clause 9.4 shall be applied against the outstanding Loans pro rata.

Right of cancellation and repayment in relation to a single Lender. (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 16.2 clause 15.2 (Tax gross-up); or; (ii) any Lender claims indemnification from the Borrower Company or an Obligor under Clause 16.3 clause 15.3 (Tax indemnity) or Clause 17.1 clause 16.1 (Increased Costscosts); or (iii) at any time on or after the date which is six (6) months before the earliest FATCA Application Date for any payment by a Party to a Lender (or to the Facility Agent for the account of that Lender), that Lender is not, or has ceased to be, a FATCA Exempt Party and, as a consequence, a Party will be required to make a FATCA Deduction from a payment to that Lender (or to the Borrower Facility Agent for the account of that Lender) on or after that FATCA Application Date, the Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification or FATCA Deduction continues, give the Facility Agent notice of cancellation of the Commitment(s) Proposed Participation of that Xxxxxx Lender and its intention to procure the repayment of that XxxxxxLender's participation or liability in the LoansUtilisations. (b) On receipt of a notice referred to in paragraph (a) aboveabove in relation to a Lender, the Available Commitment(s) Proposed Participation of the relevant that Lender shall immediately be immediately reduced to zero. (c) On the last day of each Interest Period which ends after the Borrower Company has given notice under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Borrower Company in that notice), the Borrower each Borrower, to which a loan is outstanding shall repay the relevant that Lender's participation in that Loan together with all interest and other amounts accrued under the Finance Documents and that Xxxxxx's corresponding Commitment(s) shall be immediately cancelled in the amount of the participations repaidDocuments.

Right of cancellation and repayment in relation to a single Lender. (a) If: (i) any sum payable to any Lender by an Obligor the Borrower is required to be increased under paragraph (c) of Clause 16.2 13.2 (Tax gross-up); or (ii) any Lender claims indemnification from the Borrower or an Obligor under Clause 16.3 13.3 (Tax indemnity) or Clause 17.1 14.1 (Increased Costscosts), the Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Administrative Agent and the Paying Agent notice of (if such circumstances relate to a Lender) of: (1) cancellation of the Commitment(s) Commitment of that Xxxxxx Lender and its intention to procure the repayment of repay that Xxxxxx's Lender’s participation in the Loans; or (2) its intention to require that Lender to (and that Lender shall) transfer pursuant to Clause 22 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrower, and which is acceptable to the Administrative Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Loans and all interest and other amounts payable in relation thereto under the Finance Documents. (b) On receipt of a notice referred to in paragraph (aa)(1) aboveabove in relation to a Lender, the Available Commitment(s) Commitment of the relevant that Lender shall immediately be immediately reduced to zero. (c) On the last day of each Interest Period which ends after the Borrower has given notice under sub-paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall shall: (i) in the case of a notice pursuant to paragraph (a)(1) above, repay the relevant that Lender's ’s participation in that Loan Loan; and (ii) in the case of a notice pursuant to paragraph (a)(2) above, procure the transfer of that Lender’s rights and obligations under this Agreement to the Replacement Lender in accordance with Clause 22 (Changes to the Lenders) and the payment to that Lender of the outstanding principal amount of such Lender’s participation in that Loan, in each case, together with all interest and other amounts accrued under the Finance Documents and that Xxxxxx's corresponding Commitment(sDocuments. (d) shall be immediately cancelled In relation to any transfer referred to in the amount paragraph (a)(2) above, none of the participations repaidAgents nor any Lender shall have any obligation to the Borrower to find a Replacement Lender and in no event shall the Lender replaced pursuant thereto be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents.

Right of cancellation and repayment in relation to a single Lender. (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 16.2 clause 15.2 (Tax gross-up); or; (ii) any Lender claims indemnification from the Borrower Company or an Obligor under Clause 16.3 clause 15.3 (Tax indemnity) or Clause 17.1 clause 16.1 (Increased Costscosts); or (iii) at any time on or after the date which is six (6) months before the earliest FATCA Application Date for any payment by a Party to a Lender (or to the Facility Agent for the account of that Lender), that Lender is not, or has ceased to be, a FATCA Exempt Party and, as a consequence, a Party will be required to make a FATCA Deduction from a payment to that Lender (or to the Borrower Facility Agent for the account of that Lender) on or after that FATCA Application Date, the Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification or FATCA Deduction continues, give the Facility Agent notice of cancellation of the Commitment(s) Proposed Participation of that Xxxxxx Lxxxxx and its intention to procure the repayment of that XxxxxxLxxxxx's participation or liability in the LoansUtilisations. (b) On receipt of a notice referred to in paragraph (a) aboveabove in relation to a Lender, the Available Commitment(s) Proposed Participation of the relevant Lender that Lxxxxx shall immediately be immediately reduced to zero. (c) On the last day of each Interest Period which ends after the Borrower Company has given notice under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Borrower Company in that notice), the Borrower each Borrower, to which a loan is outstanding shall repay the relevant Lenderthat Lxxxxx's participation in that Loan together with all interest and other amounts accrued under the Finance Documents and that Xxxxxx's corresponding Commitment(s) shall be immediately cancelled in the amount of the participations repaidDocuments.

Right of cancellation and repayment in relation to a single Lender. (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 16.2 14.2 (Tax gross-up); or; (ii) any Lender claims indemnification from the Borrower Obligors’ Agent or an Obligor under Clause 16.3 14.3 (Tax indemnity) or Clause 17.1 15.1 (Increased Costscosts); or (iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formulae), the Borrower Obligors’ Agent may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase or indemnification continuescontinues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zero, give the Agent notice of cancellation of the Commitment(s) Commitment of that Xxxxxx Lender and its intention to procure the repayment of that Xxxxxx's Lender’s participation in the Loans. (b) On receipt of a notice referred to in paragraph (a) aboveabove in relation to a Lender, the Available Commitment(s) Commitment of the relevant that Lender shall immediately be immediately reduced to zero. (c) On the last day of each Interest Period which ends after the Borrower Obligors’ Agent has given notice under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Borrower Obligors’ Agent in that notice), the each Borrower to which a Loan is outstanding shall repay the relevant that Lender's ’s participation in that Loan together with all interest and other amounts accrued under the Finance Documents and that Xxxxxx's corresponding Commitment(s) shall be immediately cancelled in the amount of the participations repaidDocuments.

Right of cancellation and repayment in relation to a single Lender. (a) If: (ia) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 16.2 14.2 (Tax gross-up); or (iib) any Lender claims indemnification from the Borrower Company or an Obligor under Clause 16.3 14.3 (Tax indemnity) or Clause 17.1 15.1 (Increased Costscosts), (any such Lender, an “Affected Lender”) the Borrower Company may: (c) prior to the City of Dreams Phase II Construction Completion Date, (without prejudice to any obligation to make such increased payment or indemnification) designate a willing non-Affected Lender or other bank or financial institution reasonably acceptable to the Agent (the “Replacement Lender”) to accept a transfer in accordance with Clause 23 (Changes To The Lenders) of the Affected Lender’s rights, benefits and obligations under the Finance Documents and, promptly following such designation, the Affected Lender shall be obliged to execute and deliver to the Replacement Lender a Transfer Certificate and Lender Accession Undertaking duly completed accordingly; or (d) after the City of Dreams Phase II Construction Completion Date: (i) whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment(s) Commitment of that Xxxxxx Lender and its intention to procure the repayment of that Xxxxxx's Lender’s participation in the LoansUtilisations. (bii) On on receipt of a notice referred to in sub-paragraph (ai) aboveabove in relation to a Lender, the Available Commitment(s) Commitment of the relevant that Lender shall immediately be immediately reduced to zero.; and (ciii) On on the last day of each Interest Period which ends after the Borrower Company has given notice under sub-paragraph (ai) above in relation to a Lender (or, if earlier, the date specified by the Borrower Company in that notice), the each Borrower to which a Utilisation is outstanding shall repay the relevant that Lender's ’s participation in that Loan Utilisation together with all interest and other amounts accrued under the Finance Documents and that Xxxxxx's corresponding Commitment(s) shall be immediately cancelled in the amount of the participations repaidDocuments.

Right of cancellation and repayment in relation to a single Lender. (a) If: (i) any sum payable to any Lender or Ancillary Facility Lender or L/C Bank by an Obligor is required to be increased under paragraph (c) of Clause 16.2 (Tax gross-up); or (ii) any Lender or Ancillary Facility Lender or L/C Bank claims indemnification from the Borrower Company or an Obligor under Clause 16.3 (Tax indemnity) or Clause 17.1 (Increased Costscosts); (iii) any Lender or Ancillary Facility Lender or L/C Bank invokes Clause 14.3 (Market disruption), the Borrower maythen, whilst subject to paragraph (c) below: (iv) if the circumstance giving rise relates to a Lender, the requirement Company may: (A) arrange for the transfer or assignment in accordance with this Agreement of the whole (but at par only) of that increase Lender’s Commitment and participation in the Loans to a new or indemnification continues, existing Lender willing to accept that transfer or assignment; or (B) give the Facility Agent notice of cancellation of the Commitment(s) Commitment of that Xxxxxx Lender and its intention to procure the repayment of that Xxxxxx's Lender’s participation in the Loans., whereupon the Commitment of that Lender shall immediately be reduced to zero; (bv) On receipt of a notice referred if the circumstance relates to in paragraph (a) abovean L/C Bank, the Available Commitment(s) Company may give the Facility Agent notice of repayment of any outstanding Documentary Credit issued by such L/C Bank and cancellation of the relevant appointment of such L/C Bank as an L/C Bank under this Agreement in relation to any Documentary Credit to be issued in 63529049_1 the future or the provision of full cash cover in respect of such L/C Bank’s maximum contingent liability under each outstanding Documentary Credit; and (vi) if the circumstance relates to an Ancillary Facility Lender, the Company may give the Facility Agent notice of cancellation of that Ancillary Facility Lender’s Ancillary Commitment and the Company’s intention to procure the repayment of the utilisations of any Ancillary Facility granted by that Ancillary Facility Lender, whereupon the Ancillary Commitment of that Ancillary Facility Lender shall immediately be immediately reduced to zero. (cb) On the last day of each Interest Period which ends after the Borrower Company has given notice under paragraph (aa)(iv)(B), (a)(v) or (a)(vi) above (or, if earlier, the date specified by the Borrower Company in that notice), the each Borrower to which a Loan or utilisation of an Ancillary Facility is outstanding shall repay the relevant that Lender's ’s participation in that Loan or the utilisation of the Ancillary Facility granted by that Ancillary Facility Lender together with all interest and other amounts accrued under the Finance Documents Documents, or, as the case may be, provide full cash cover in respect of (or otherwise repay) any Documentary Credit issued by that L/C Bank or any contingent liability under an Ancillary Facility. (c) The Company may only exercise its rights under paragraphs (a)(i) and that Xxxxxx's corresponding Commitment(s(a)(ii) above if the circumstance giving rise to the requirement or indemnifications continues. (d) The replacement of a Lender pursuant to paragraph (a)(iv)(A) above shall be immediately cancelled in subject to the amount following conditions: (i) no Finance Party shall have any obligation to find a replacement Lender; (ii) any replaced Lender shall not be required to refund, or to pay or surrender to any other Lender, any of the participations repaidfees or other amounts received by that replaced Lender under any Finance Document; and (iii) any replacement of a Lender which is the Facility Agent shall not affect its role as the Facility Agent.