Right of repayment and cancellation of a single Lender or Issuing Bank
(a) If an Obligor is, or will be, required to pay to a Lender:
(i) a Tax Payment; or
(ii) an Increased Cost, the Company may, while the requirement continues, give notice to the Facility Agent requesting prepayment and cancellation in respect of that Lender.
(b) After notification under paragraph (a) above, if such circumstances relate to a Lender:
(A) each Borrower must repay or prepay that Lender’s share in each Utilisation made to it on the date specified in paragraph (d) below; and
(B) the Commitment of that Lender will be immediately cancelled.
(c) After notification under paragraph (a) above, if such circumstances relate to the Issuing Bank each Borrower must repay or prepay any outstanding Letter of Credit issued by the Issuing Bank and cancellation of its appointment as an Issuing Bank under this Agreement in relation to any Letters of Credit to be issued in the future.
(d) The date for repayment or prepayment of a Lender’s share in a Utilisation will be:
(i) the last day of the Term for that Utilisation or, in the case of a Letter of Credit 5 Business Days after the date of the notification; or
(ii) if earlier, the date specified by the Company in its notification.
Right of repayment and cancellation 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 13.2 (Tax gross-up); or
(ii) any Lender claims indemnification from the Borrower under Clause 13.3 (Tax indemnity) or Clause 14.1 (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 of that Lender and its intention to procure the repayment of that Lender’s participation in the Loan.
(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 Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Borrower in that notice), the Borrower to which a Loan has been made shall repay that Lender’s participation in the Loan.
Right of repayment and cancellation in Relation to a Single Facility Lender), Section 3.7 (Pro Rata Payment) and Section 3.8 (Reductions and Cancellations of Facility Debt Commitments) of the Common Terms Agreement (other than Section 3.8(c) which shall not apply to a reduction or cancellation of Working Capital Debt Commitments) and certification by the Borrower to the Working Capital Facility Agent that the letter of credit capacity under the portion of the Working Capital Debt Commitments to be cancelled, after taking into account other funding sources irrevocably available to the Loan Parties, is not required to satisfy any express obligation to the Loan Parties to provide letters of credit at such time; provided that, in accordance with Section 3.8 (Reductions and Cancellations of Facility Debt Commitments) and Section 3.7(b)(i) (Pro Rata Payments) of the Common Terms Agreement and Section 2.3(a)(ii)(B) (Payments and Prepayments) of the Common Security and Account Agreement (i) any such cancellation of Working Capital Debt Commitments and Non-Fronting Limits may be made without pro rata cancellation of Facility Debt Commitments under any other Facility Agreements then in effect and (ii) the Working Capital Lenders shall not be entitled to pro rata cancellation in the case of a cancellation of Facility Debt Commitments under any other Facility Agreements. Where such cancellation or reduction is to be made pro rata among the Working Capital Lenders, the Aggregate Working Capital Debt Commitments and Non-Fronting Limits shall be automatically and permanently reduced (pro rata among all Working Capital Lenders in accordance with their Commitment Percentage). Any such partial cancellation or reduction pursuant to this Section 2.05(b) shall be in the minimum amount of $1,000,000 or an integral multiple of $1,000,000 in excess thereof. From the effective date of any such reduction or cancellation, the Working Capital Commitment Fees shall be computed on the undrawn portion of the Working Capital Debt Commitments as so reduced or cancelled.
Right of repayment and cancellation in Relation to a Single Lender), Clause 10.5 (Right of Cancellation in Relation to a Defaulting Lender) or Clause 42.14 (Replacement of Lenders) of the Credit Agreement.
Right of repayment and cancellation in Particular Circumstances), as the case may be) procured by the Borrower, within one (1) day of receipt of such Utilisation Request, that Loan shall be reduced by the amount of the Affected/Subject Lender’s Proportion.
Right of repayment and cancellation in Particular Circumstances), shall reduce the Commitments of the Lenders rateably. No amount so cancelled may be reborrowed.
Right of repayment and cancellation 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 (Tax Gross-up); or
(ii) any Lender claims indemnification from the Company under Clause 14.1 (Increased costs), the Company may, whilst the circumstance giving rise to the requirement or indemnification continues, give the Facility Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Advances.
(b) On receipt of a notice 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 in respect of an Advance which ends after the Company has given notice under paragraph (a) above (or, if earlier, the date specified by the Company in that notice), each Borrower to which an Advance is outstanding shall repay that Lender’s participation in that Advance.
Right of repayment and cancellation in relation to a single Lender) and Clause 8.1 (Mandatory Prepayment due to Illegality) any prepayment under this Clause 7.2 shall be applied against each of the Loans pro rata to the respective principal amounts outstanding and shall satisfy the obligations of the Company under Clause 6.1 (Repayment of Loans) in respect of each Loan on a pro rata basis.
Right of repayment and cancellation in Relation to a Single Lender) above, the relevant Commitment of the Lender; or
Right of repayment and cancellation in Relation to a Single Lender) above, that proportion of the Commitment which is equal to the proportion which the repaid amount bears to the Lender’s total outstanding Loans (or a participant’s share in the Loans) immediately before the date of repayment.
