Right of prepayment and cancellation in relation to a single Lender. (a) If: (i) any sum payable to any Lender by the Company is required to be increased under paragraph (a) of Clause 12.2 (Tax gross-up); or (ii) any Lender claims indemnification from the Company under Clause 12.3 (Tax indemnity) or Clause 13.1 (Increased costs); or (iii) the rate notified by a Lender in relation to a particular Interest Period under sub-paragraph (a)(ii) of Clause 10.2 (Market disruption) is higher than the lowest rate notified by a Lender under that sub-paragraph, the Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment of that Lender and/or its intention to procure the prepayment of that Lender’s participation in the Loans or give the Agent notice of its intention to replace that Lender in accordance with paragraph (d) below. (b) On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero. (c) On the last day of each Interest Period which ends after the Company has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company in that notice), the Company shall prepay that Lender’s participation in the relevant Loan. (d) The Company may, in the circumstances set out in paragraph (a) above, on five Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 21 (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 selected by the Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 21 (Changes to the Lenders) for a purchase price in cash or other cash payment payable at the time of the transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 21.10 (Pro-rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents. (e) The replacement of a Lender pursuant to paragraph (d) 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 (d) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents; and (iv) no Lender shall be obliged to execute a Transfer Certificate unless it is satisfied that it has completed all “know your customer” and other similar procedures that it is required (or deems desirable) to conduct in relation to the transfer to such replacement Lender. (f) A Lender shall perform the procedures described in paragraph (e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Agent and the Company when it is satisfied that it has completed those checks. (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 two Business Days’ notice of cancellation of each Available Commitment of that Lender. (ii) On the notice referred to in paragraph (i) above becoming effective, each Available Commitment of the Defaulting 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. (i) The Company may, at any time, give the Agent two Business Days’ notice of prepayment of any Separate Loan and cancellation of the Commitment of a Defaulting Lender in respect of that Separate Loan. (ii) On the notice referred to in paragraph (i) above becoming effective, the Commitment of the Defaulting Lender in respect of that Separate Loan shall immediately be reduced to zero and the Company shall prepay that Defaulting Lender’s participation in such Separate Loan (together with any applicable Break Costs). (iii) The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (i) above, notify all the Lenders.
Appears in 4 contracts
Samples: Facility Agreement, Facility Agreement (Alibaba Group Holding LTD), Facility Agreement (Alibaba Group Holding LTD)
Right of prepayment and cancellation in relation to a single Lender. (a) If:
(i) any sum payable to any Lender by the Company a Borrower is required to be increased under paragraph (aClause 10.2(c) of Clause 12.2 (Tax gross-up); or
(ii) any Lender claims indemnification from the Company a Borrower under Clause 12.3 10.3 (Tax indemnity) or Clause 13.1 12.1 (Increased costsCosts); or
(iii) the rate notified by , a Lender in relation to a particular Interest Period under sub-paragraph (a)(ii) of Clause 10.2 (Market disruption) is higher than the lowest rate notified by a Lender under that sub-paragraph, the Company Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, in respect only of the Facilities made available to it, give the Facility Agent notice of cancellation of the Facility D1 Commitment, Facility D2 Commitment, Facility D3 Commitment, Facility D4 Commitment, Facility D5 Commitment and/or Additional Facility Commitment (as applicable) of that Lender and/or and its intention to procure the prepayment repayment of that Lender’s participation in the Loans or give the Agent notice of its intention to replace that Lender in accordance with paragraph (d) belowall relevant Advances.
(b) On receipt of a notice of cancellation referred to in paragraph (a) above, the Facility D1 Commitment, Facility D2 Commitment, Facility D3 Commitment, Facility D4 Commitment, Facility D5 Commitment and/or Additional Facility Commitment (as applicable) of that Lender shall each immediately be reduced to zero.
(c) On the last day of each Interest Period which ends after the Company a Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company relevant Borrower in that notice), the Company relevant Borrower shall prepay repay that Lender’s participation in the all relevant LoanAdvances.
(d) The Company may, in the circumstances set out in paragraph (a) above, on five Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 21 (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 selected by the Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 21 (Changes to the Lenders) for a purchase price in cash or other cash payment payable at the time of the transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 21.10 (Pro-rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents.
(e) The replacement of a Lender pursuant to paragraph (d) 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 (d) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents; and
(iv) no Lender shall be obliged to execute a Transfer Certificate unless it is satisfied that it has completed all “know your customer” and other similar procedures that it is required (or deems desirable) to conduct in relation to the transfer to such replacement Lender.
(f) A Lender shall perform the procedures described in paragraph (e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Agent and the Company when it is satisfied that it has completed those checks.
(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 two Business Days’ notice of cancellation of each Available Commitment of that Lender.
(ii) On the notice referred to in paragraph (i) above becoming effective, each Available Commitment of the Defaulting 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.
(i) The Company may, at any time, give the Agent two Business Days’ notice of prepayment of any Separate Loan and cancellation of the Commitment of a Defaulting Lender in respect of that Separate Loan.
(ii) On the notice referred to in paragraph (i) above becoming effective, the Commitment of the Defaulting Lender in respect of that Separate Loan shall immediately be reduced to zero and the Company shall prepay that Defaulting Lender’s participation in such Separate Loan (together with any applicable Break Costs).
(iii) The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (i) above, notify all the Lenders.
Appears in 1 contract
Right of prepayment and cancellation in relation to a single Lender. (a) If:
(i) any sum payable to any Lender by the Company Borrower is required to be increased under paragraph (a) of Clause 12.2 13.2 (Tax gross-up); or;
(ii) any Lender claims indemnification from the Company Borrower under Clause 12.3 13.3 (Tax indemnity) or Clause 13.1 14.1 (Increased costs); or;
(iii) the rate notified by a Lender in relation to a particular Interest Period under sub-paragraph (a)(ii) of Clause 10.2 11.2 (Market disruption) is higher than the lowest rate notified by a Lender under that subparagraph;
(iv) any Lender ceases to be an Eligible Lender;
(v) any Lender becomes a Non-paragraphFunding Lender; WTL/1019005126/Third Amended and Restated FA
(vi) it becomes illegal for any Lender to participate in the Facilities due to the operation of Clause 8.1 (Illegality); or
(vii) any Lender becomes a Non-Consenting Lender, the Company Borrower may, whilst the circumstance giving rise to the requirement for that increase such circumstance, indemnification or indemnification cessation continues, give the Agent notice of cancellation of the Commitment Commitments of that Lender and/or and its intention to procure the prepayment of that Lender’s participation in the Loans or give and the Agent notice utilisations of its intention to replace any Ancillary Facility granted by that Lender or (in accordance with paragraph (drelation to a Non-Funding Lender) belowits Non-Funding Lender Amount.
(b) On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment Commitments and the Ancillary Commitments (if any) of that Lender shall immediately be reduced to zerozero concurrently with the prepayment under paragraph (c) below.
(c) On In relation to a Loan, on the last day of each Interest Period which ends after the Company Borrower has given notice of cancellation under paragraph (a) above and, in relation to a utilisation under an Ancillary Facility, on the next due date occurring after such notice (or, in each case, if earlier, the date specified by the Company Borrower in that notice), the Company Borrower shall prepay repay that Lender’s participation in the relevant Loan.
(d) The Company may, in the circumstances set out in paragraph (a) above, on five Business Days’ prior notice to the Agent and that Lender, replace that Lender Loans or utilisation of an Ancillary Facility granted by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 21 (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 selected by the Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 21 (Changes to the Lenders) for a purchase price in cash or other cash payment payable at the time of the transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 21.10 (Pro-rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents.
(e) The replacement of a Lender pursuant to paragraph (d) 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 (d) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents; and
(iv) no Lender shall be obliged to execute a Transfer Certificate unless it is satisfied that it has completed all “know your customer” and other similar procedures that it is required (or deems desirable) to conduct in relation to the transfer to such replacement Lender.
(f) A Lender shall perform the procedures described in paragraph (e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Agent and the Company when it is satisfied that it has completed those checks.
(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 two Business Days’ notice of cancellation of each Available Commitment of that Lender.
(ii) On the notice referred to in paragraph (i) above becoming effective, each Available Commitment of the Defaulting 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.
(i) The Company may, at any time, give the Agent two Business Days’ notice of prepayment of any Separate Loan and cancellation of the Commitment of a Defaulting Lender in respect of that Separate Loan.
(ii) On the notice referred to in paragraph (i) above becoming effective, the Commitment of the Defaulting Lender in respect of that Separate Loan shall immediately be reduced to zero and the Company shall prepay that Defaulting Lender’s participation in such Separate Loan (together with any applicable Break Costs).
(iii) The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (i) above, notify all the Lenders.
Appears in 1 contract
Samples: Third Amendment and Restatement Agreement (Las Vegas Sands Corp)
Right of prepayment and cancellation in relation to a single Lender. (a) If:
(i) any sum payable to any Lender by the Company is required to be increased under paragraph (a) of Clause 12.2 (Tax gross-up); or;
(ii) any Lender claims indemnification from the Company under Clause 12.3 (Tax indemnity) or Clause 13.1 (Increased costs); or
(iii) the rate notified by a Lender Term SOFR Blocking Event occurs in relation to respect of a particular Interest Period under sub-paragraph (a)(ii) of Clause 10.2 (Market disruption) is higher than the lowest rate notified by a Lender under that sub-paragraphLender, the Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification (in relation to sub paragraphs (a)(i) and (a)(ii) above only) or that Term SOFR Blocking Event (in relation to sub-paragraph (a)(iii) above only) continues, give the Agent notice of cancellation of the Commitment of that Lender and/or its intention to procure the prepayment of that LenderLxxxxx’s participation in the Loans or give the Agent notice of its intention to replace that Lender in accordance with paragraph (d) below.
(b) On receipt of a notice of cancellation referred to in paragraph (a) above, the Available Commitment of that Lender shall immediately be reduced to zero.
(c) On the last day of each Interest Period which ends after the Company has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company in that notice), the Company shall prepay that LenderLxxxxx’s participation in the relevant LoanLoan and that Lxxxxx’s corresponding Commitment shall be immediately cancelled in the amount of the participations repaid.
(d) The Company may, in the circumstances set out in paragraph (a) above, on five Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 21 (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 selected by the Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 21 (Changes to the Lenders) for a purchase price in cash or other cash payment payable at the time of the transfer equal 36148 to the outstanding principal amount of such LenderLxxxxx’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 21.10 (Pro-rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents.
(e) The replacement of a Lender pursuant to paragraph (d) 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 (d) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents; and
(iv) no Lender shall be obliged to execute a Transfer Certificate unless it is satisfied that it has completed all “know your customer” and other similar procedures that it is required (or deems desirable) to conduct in relation to the transfer to such replacement Lender.
(f) A Lender shall perform the procedures described in paragraph (e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Agent and the Company when it is satisfied that it has completed those checks.
(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 two Business Days’ notice of cancellation of each Available Commitment of that Lender.
(ii) On the notice referred to in paragraph (i) above becoming effective, each Available Commitment of the Defaulting 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.
(i) The Company may, at any time, give the Agent two Business Days’ notice of prepayment of any Separate Loan and cancellation of the Commitment of a Defaulting Lender in respect of that Separate Loan.
(ii) On the notice referred to in paragraph (i) above becoming effective, the Commitment of the Defaulting Lender in respect of that Separate Loan shall immediately be reduced to zero and 37148 the Company shall prepay that Defaulting Lender’s participation in such Separate Loan (together with any applicable Break Costs)Loan.
(iii) The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (i) above, notify all the Lenders.
Appears in 1 contract
Samples: Third Amendment and Restatement Agreement (Alibaba Group Holding LTD)
Right of prepayment and cancellation in relation to a single Lender. (a) If:
(i) any sum payable to any Lender by the Company a Borrower is required to be increased under paragraph (aClause 10.2(c) of Clause 12.2 (Tax gross-up); or
(ii) any Lender claims indemnification from the Company a Borrower under Clause 12.3 10.3 (Tax indemnity) or Clause 13.1 12.1 (Increased costsCosts); or
(iii) the rate notified by , a Lender in relation to a particular Interest Period under sub-paragraph (a)(ii) of Clause 10.2 (Market disruption) is higher than the lowest rate notified by a Lender under that sub-paragraph, the Company Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, in respect only of the Facilities made available to it, give the Facility Agent notice of cancellation of the Facility D1 Commitment, Facility D2 Commitment, Facility D3 Commitment, Facility D4 Commitment, Facility D5 Commitment and/or Additional Facility Commitment (as applicable) of that Lender and/or and its intention to procure the prepayment repayment of that Lender’s participation in the Loans or give the Agent notice of its intention to replace that Lender in accordance with paragraph (d) belowall relevant Advances.
(b) On receipt of a notice of cancellation referred to in paragraph (a) above, the Facility D1 Commitment, Facility D2 Commitment, Facility D3 Commitment, Facility D4 Commitment, Facility D5 Commitment and/or Additional Facility Commitment (as applicable) of that Lender shall each immediately be reduced to zero.
(c) On the last day of each Interest Period which ends after the Company a Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company relevant Borrower in that notice), the Company relevant Borrower shall prepay repay that Lender’s participation in the all relevant LoanAdvances.
(d) The Company may, in the circumstances set out in paragraph (a) above, on five Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer Prepayments made pursuant to this Clause 21 (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 selected by the Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 21 (Changes to the Lenders) for a purchase price in cash or other cash payment payable at the time of the transfer equal to 7.9 shall be applied against the outstanding principal amount of such Lender’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 21.10 (Pro-rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance DocumentsAdvances pro rata.
(e) The replacement of a Lender pursuant to paragraph (d) 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 (d) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents; and
(iv) no Lender shall be obliged to execute a Transfer Certificate unless it is satisfied that it has completed all “know your customer” and other similar procedures that it is required (or deems desirable) to conduct in relation to the transfer to such replacement Lender.
(f) A Lender shall perform the procedures described in paragraph (e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Agent and the Company when it is satisfied that it has completed those checks.
(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 two Business Days’ notice of cancellation of each Available Commitment of that Lender.
(ii) On the notice referred to in paragraph (i) above becoming effective, each Available Commitment of the Defaulting 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.
(i) The Company may, at any time, give the Agent two Business Days’ notice of prepayment of any Separate Loan and cancellation of the Commitment of a Defaulting Lender in respect of that Separate Loan.
(ii) On the notice referred to in paragraph (i) above becoming effective, the Commitment of the Defaulting Lender in respect of that Separate Loan shall immediately be reduced to zero and the Company shall prepay that Defaulting Lender’s participation in such Separate Loan (together with any applicable Break Costs).
(iii) The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (i) above, notify all the Lenders.
Appears in 1 contract
Right of prepayment and cancellation in relation to a single Lender. (a) If:
(i) any sum payable to any Lender by the Company a Borrower is required to be increased under paragraph (aClause 10.2(c) of Clause 12.2 (Tax gross-up); or
(ii) any Lender claims indemnification from the Company a Borrower under Clause 12.3 10.3 (Tax indemnity) or Clause 13.1 12.1 (Increased costsCosts); or
(iii) the rate notified by , a Lender in relation to a particular Interest Period under sub-paragraph (a)(ii) of Clause 10.2 (Market disruption) is higher than the lowest rate notified by a Lender under that sub-paragraph, the Company Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, in respect only of the Facilities made available to it, give the Facility Agent notice of cancellation of the Facility D1 Commitment, Facility D2 Commitment, Facility D3 Commitment, Facility D4 Commitment, Facility D5 Commitment and/or Additional Facility Commitment (as applicable) of that Lender and/or and its intention to procure the prepayment repayment of that Lender’s 's participation in the Loans or give the Agent notice of its intention to replace that Lender in accordance with paragraph (d) belowall relevant Advances.
(b) On receipt of a notice of cancellation referred to in paragraph (a) above, the Facility D1 Commitment, Facility D2 Commitment, Facility D3 Commitment, Facility D4 Commitment, Facility D5 Commitment and/or Additional Facility Commitment (as applicable) of that Lender shall each immediately be reduced to zero.
(c) On the last day of each Interest Period which ends after the Company a Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company relevant Borrower in that notice), the Company relevant Borrower shall prepay repay that Lender’s 's participation in the all relevant LoanAdvances.
(d) The Company may, Prepayments made pursuant to this Clause 7.9 shall be applied against the outstanding Advances and (in the circumstances set out in paragraph (a) above, on five Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 21 (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 selected by the Company which confirms its willingness to assume and does assume all the obligations case of the transferring Lender in accordance with Clause 21 (Changes to the LendersAdditional Facilities) for a purchase price in cash or other cash payment payable at the time of the transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Loans and all accrued interest Repayment Instalments (to the extent that the Agent has not given a notification under Clause 21.10 (Pro-rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documentsif applicable) pro rata.
(e) The replacement of a Lender pursuant to paragraph (d) 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 (d) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents; and
(iv) no Lender shall be obliged to execute a Transfer Certificate unless it is satisfied that it has completed all “know your customer” and other similar procedures that it is required (or deems desirable) to conduct in relation to the transfer to such replacement Lender.
(f) A Lender shall perform the procedures described in paragraph (e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Agent and the Company when it is satisfied that it has completed those checks.
(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 two Business Days’ notice of cancellation of each Available Commitment of that Lender.
(ii) On the notice referred to in paragraph (i) above becoming effective, each Available Commitment of the Defaulting 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.
(i) The Company may, at any time, give the Agent two Business Days’ notice of prepayment of any Separate Loan and cancellation of the Commitment of a Defaulting Lender in respect of that Separate Loan.
(ii) On the notice referred to in paragraph (i) above becoming effective, the Commitment of the Defaulting Lender in respect of that Separate Loan shall immediately be reduced to zero and the Company shall prepay that Defaulting Lender’s participation in such Separate Loan (together with any applicable Break Costs).
(iii) The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (i) above, notify all the Lenders.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Unitedglobalcom Inc)
Right of prepayment and cancellation in relation to a single Lender. (a) If:
(i) any sum payable to any Lender by the Company a Transaction Obligor is required to be increased under paragraph (a) of Clause 12.2 (Tax gross-up); or
(ii) any Lender claims indemnification from the Company Borrower under Clause 12.3 (Tax indemnity) or Clause 13.1 (Increased costsCosts); or
(iii) the rate notified by a Lender in relation to a particular Interest Period under sub-paragraph (a)(ii) of Clause 10.2 (Market disruption) is higher than the lowest rate notified by a Lender under that sub-paragraph, the Company 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 Commitment(s) of that Lender and/or and its intention to procure the prepayment of that LenderLxxxxx’s participation in the Loans or give the Agent notice of its intention to replace that Lender in accordance with paragraph (d) below.
(b) On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment Available Commitment(s) of that Lender shall be immediately be reduced to zero.
(c) On the last day of each Interest Period which ends after the Company Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company Borrower in that notice), the Company Borrower shall prepay that LenderLxxxxx’s participation in that Loan and that Lxxxxx’s corresponding Commitment(s) shall be immediately cancelled in the relevant Loanamount of the participations repaid.
(d) The Company may, in If:
(i) any of the circumstances set out in paragraph (a) aboveabove apply to a Lender; or
(ii) a Transaction Obligor becomes obliged to pay any amount in accordance with Clause 7.1 (Illegality) to any Lender, the Borrower may, on five 10 Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 21 23 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement the Finance Documents to a Lender or other bank, financial institution, trust, fund or other entity selected by the Company Borrower which (A) is not a member of the Group and (B) confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 21 23 (Changes to the Lenders) for a purchase price in cash or other cash payment payable at the time of the transfer in an amount equal to the outstanding principal amount of such LenderLxxxxx’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 21.10 (Pro-rata interest settlement))interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.
(e) The replacement of a Lender pursuant to paragraph (d) above shall be subject to the following conditions:
(i) the Company Borrower 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 (d) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents; and
(iv) no Lender shall be obliged to execute a Transfer Certificate unless it is satisfied that it has completed all “know your customer” and other similar procedures that it is required (or deems desirable) to conduct in relation to the transfer to such replacement Lender.
(f) A Lender shall perform the procedures described in paragraph (e)(iviv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Agent and the Company Borrower when it is satisfied that it has completed those checks.
(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 two Business Days’ notice of cancellation of each Available Commitment of that Lender.
(ii) On the notice referred to in paragraph (i) above becoming effective, each Available Commitment of the Defaulting 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.
(i) The Company may, at any time, give the Agent two Business Days’ notice of prepayment of any Separate Loan and cancellation of the Commitment of a Defaulting Lender in respect of that Separate Loan.
(ii) On the notice referred to in paragraph (i) above becoming effective, the Commitment of the Defaulting Lender in respect of that Separate Loan shall immediately be reduced to zero and the Company shall prepay that Defaulting Lender’s participation in such Separate Loan (together with any applicable Break Costs).
(iii) The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (i) above, notify all the Lenders.
Appears in 1 contract
Samples: Facility Agreement (Advanced Technology (Cayman) LTD)
Right of prepayment and cancellation in relation to a single Lender. (a) If:
(i) any sum payable to any Lender by the Company an Obligor is required to be increased under paragraph (a(a) of Clause 12.2 12.2 (Tax gross-up); or
(ii) any Lender claims indemnification from the Company Borrower under Clause 12.3 12.3 (Tax indemnity) or Clause 13.1 13.1 (Increased costs); or
(iii) the rate notified by a Lender in relation to a particular Interest Period under sub-paragraph (a)(ii) of Clause 10.2 (Market disruption) is higher than the lowest rate notified by a Lender under that sub-paragraph, the Company 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 of that Lender and/or and its intention to procure the prepayment of that Lender’s participation in the Loans or give the Agent notice of its intention to replace that Lender in accordance with paragraph (d) belowLoan.
(b) On receipt of a notice of cancellation referred to in paragraph (a(a) above, the Commitment of that Lender shall immediately be reduced to zero.
(c) On the last day of each Interest Period which ends after the Company Borrower has given notice of cancellation under paragraph (a(a) above (or, if earlier, the date specified by the Company Borrower in that notice), the Company Borrower shall prepay that Lender’s participation in the relevant Loan.
(d) The Company Borrower may, in the circumstances set out in paragraph (a(a) above, on five Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 21 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 selected by the Company Borrower which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 21 22 (Changes to the Lenders) for a purchase price in cash or other cash payment payable at the time of the transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Loans Loan and all accrued interest (to the extent that the Agent has not given a notification under Clause 21.10 (Pro-rata interest settlement))interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.
(e) The replacement of a Lender pursuant to paragraph (d(d) above shall be subject to the following conditions:
(i) the Company Borrower shall have no right to replace the Agent or the Security 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 (d(d) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents; and
(iv) no Lender shall be obliged to execute a Transfer Certificate unless it is satisfied that it has completed all “know your customer” and other similar procedures that it is required (or deems desirable) to conduct in relation to the transfer to such replacement Lender.
(f) A Lender shall perform the procedures described in paragraph (e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Agent and the Company when it is satisfied that it has completed those checks.
(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 two Business Days’ notice of cancellation of each Available Commitment of that Lender.
(ii) On the notice referred to in paragraph (i) above becoming effective, each Available Commitment of the Defaulting 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.
(i) The Company may, at any time, give the Agent two Business Days’ notice of prepayment of any Separate Loan and cancellation of the Commitment of a Defaulting Lender in respect of that Separate Loan.
(ii) On the notice referred to in paragraph (i) above becoming effective, the Commitment of the Defaulting Lender in respect of that Separate Loan shall immediately be reduced to zero and the Company shall prepay that Defaulting Lender’s participation in such Separate Loan (together with any applicable Break Costs).
(iii) The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (i) above, notify all the Lenders.
Appears in 1 contract
Right of prepayment and cancellation in relation to a single Lender. (a) If:
(i) any sum payable to any Lender by the Company Borrower is required to be increased under paragraph (a) of Clause 12.2 13.2 (Tax gross-up); or;
(ii) any Lender claims indemnification from the Company Borrower under Clause 12.3 13.3 (Tax indemnity) or Clause 13.1 14.1 (Increased costs); or;
(iii) the rate notified by a Lender in relation to a particular Interest Period under sub-paragraph (a)(ii) of Clause 10.2 11.2 (Market disruption) is higher than the lowest rate notified by a Lender under that subparagraph;
(iv) any Lender ceases to be an Eligible Lender;
(v) any Lender becomes a Non-paragraphFunding Lender;
(vi) it becomes illegal for any Lender to participate in the Facilities due to the operation of Clause 8.1 (Illegality); or
(vii) any Lender becomes a Non-Consenting Lender, the Company Borrower may, whilst the circumstance giving rise to the requirement for that increase such circumstance, indemnification or indemnification cessation continues, give the Agent notice of cancellation of the Commitment Commitments of that Lender and/or and its intention to procure the prepayment of that Lender’s 's participation in the Loans or give and the Agent notice utilisations of its intention to replace any Ancillary Facility granted by that Lender or (in accordance with paragraph (drelation to a Non-Funding Lender) belowits Non-Funding Lender Amount.
(b) On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment Commitments and the Ancillary Commitments (if any) of that Lender shall immediately be reduced to zerozero concurrently with the prepayment under paragraph (c) below.
(c) On In relation to a Loan, on the last day of each Interest Period which ends after the Company Borrower has given notice of cancellation under paragraph (a) above and, in relation to a utilisation under an Ancillary Facility, on the next due date occurring after such notice (or, in each case, if earlier, the date specified by the Company Borrower in that notice), the Company Borrower shall prepay repay that Lender’s 's participation in the relevant Loan.
(d) The Company may, in the circumstances set out in paragraph (a) above, on five Business Days’ prior notice to the Agent and that Lender, replace that Lender Loans or utilisation of an Ancillary Facility granted by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 21 (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 selected by the Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 21 (Changes to the Lenders) for a purchase price in cash or other cash payment payable at the time of the transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 21.10 (Pro-rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents.
(e) The replacement of a Lender pursuant to paragraph (d) 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 (d) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents; and
(iv) no Lender shall be obliged to execute a Transfer Certificate unless it is satisfied that it has completed all “know your customer” and other similar procedures that it is required (or deems desirable) to conduct in relation to the transfer to such replacement Lender.
(f) A Lender shall perform the procedures described in paragraph (e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Agent and the Company when it is satisfied that it has completed those checks.
(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 two Business Days’ notice of cancellation of each Available Commitment of that Lender.
(ii) On the notice referred to in paragraph (i) above becoming effective, each Available Commitment of the Defaulting 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.
(i) The Company may, at any time, give the Agent two Business Days’ notice of prepayment of any Separate Loan and cancellation of the Commitment of a Defaulting Lender in respect of that Separate Loan.
(ii) On the notice referred to in paragraph (i) above becoming effective, the Commitment of the Defaulting Lender in respect of that Separate Loan shall immediately be reduced to zero and the Company shall prepay that Defaulting Lender’s participation in such Separate Loan (together with any applicable Break Costs).
(iii) The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (i) above, notify all the Lenders.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Las Vegas Sands Corp)
Right of prepayment and cancellation in relation to a single Lender. (a) If:
(i) any sum payable to any Lender by the Company Borrower is required to be increased under paragraph (a) of Clause 12.2 (Tax gross-up); or
(ii) any Lender claims indemnification from the Company Borrower under Clause 12.3 (Tax indemnity) or Clause 13.1 (Increased costs); or
(iii) the rate notified by a Lender in relation to a particular Interest Period under sub-paragraph (a)(ii) of Clause 10.2 (Market disruption) is higher than the lowest rate notified by a Lender under that sub-paragraph, the Company Borrower 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 of that Lender and/or and its intention to procure the prepayment of that Lender’s 's participation in the Loans or give the Facility Agent notice of its intention to replace that Lender in accordance with paragraph (d) below.. *** Certain confidential information contained in this document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 21
(b) On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero.
(c) On the last day of each Interest Period which ends after the Company Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company Borrower in that notice), the Company Borrower shall prepay that Lender’s 's participation in the relevant Loan.
(d) The Company Borrower may, in the circumstances set out in paragraph (a) above, on five 14 Business Days’ ' prior notice to the Facility Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 21 22 (Changes to the LendersParties) 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 selected by the Company Borrower which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 21 22 (Changes to the LendersParties) for a purchase price in cash or other cash payment payable at the time of the transfer equal to the outstanding principal amount of such Lender’s 's participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 21.10 (Pro-rata interest settlement))interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.
(e) The replacement of a Lender pursuant to paragraph (d) above shall be subject to the following conditions:
(i) the Company Borrower shall have no right to replace the Facility Agent;
(ii) neither the Facility Agent nor any Lender shall have any obligation to find a replacement Lender;
(iii) in no event shall the Lender replaced under paragraph (d) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents; and
(iv) no Lender shall be obliged to execute a Transfer Certificate unless it is satisfied that it has completed all “"know your customer” " and other similar procedures that it is required (or deems desirable) to conduct in relation to the transfer to such replacement Lender.
(f) A Lender shall perform the procedures described in paragraph (e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Facility Agent and the Company Borrower when it is satisfied that it has completed those checks.
(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 two Business Days’ notice of cancellation of each Available Commitment of that Lender.
(ii) On the notice referred to in paragraph (i) above becoming effective, each Available Commitment of the Defaulting 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.
(i) The Company may, at any time, give the Agent two Business Days’ notice of prepayment of any Separate Loan and cancellation of the Commitment of a Defaulting Lender in respect of that Separate Loan.
(ii) On the notice referred to in paragraph (i) above becoming effective, the Commitment of the Defaulting Lender in respect of that Separate Loan shall immediately be reduced to zero and the Company shall prepay that Defaulting Lender’s participation in such Separate Loan (together with any applicable Break Costs).
(iii) The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (i) above, notify all the Lenders.
Appears in 1 contract
