Common use of Right of replacement of a single Lender Clause in Contracts

Right of replacement of a single Lender. If: (a) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 16.2 (Tax gross-up); (b) any Lender or Issuing Bank claims indemnification from Newco under Clause 16.3 (Tax and Expenses Indemnity) or Clause 17.1 (Increased Costs); or (A) the Company or an Obligor requests an amendment or waiver which requires the consent of all of the Lenders; and (B) the Majority Lenders have consented to that amendment or waiver; but (C) a Lender has not consented to that amendment or waiver, the Company may: (i) whilst the circumstance giving rise to the requirement or indemnification continues or the request for an amendment or waiver request is outstanding (as appropriate), arrange for the transfer at par of the whole (but not part only) of that Lender’s Commitment and participations in the Utilisations and its Ancillary Commitment (if any) and Ancillary Outstandings under its Ancillary Facility to a new or existing Lender willing to accept that transfer and acceptable to the Company and the remaining Lenders of the relevant Facility; or (ii) with the prior consent of all the other Lenders, 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 Utilisations and utilisations of any Ancillary Facility granted by that Lender, whereupon the Commitment of that Lender and its Ancillary Commitment (if any) shall immediately be reduced to zero or, in the case of the Issuing Bank, give the Agent notice that the Issuing Bank shall not be obliged to issue any Letter of Credit or Bank Guarantee and its intention to procure the provision of full cash cover in respect of the Issuing Bank’s maximum contingent liability under each Letter of Credit and Bank Guarantee outstanding. On the last day of each Interest Period which ends after the Company has given notice under this paragraph (ii) (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Utilisation or utilisation of an Ancillary Facility, as the case may be, is outstanding shall repay that Lender’s participation in that Utilisation or utilisation of an Ancillary Facility granted by that Lender or, as the case may be, provide full cash cover in respect of any Letter of Credit or Bank Guarantee issued by the Issuing Bank or any contingent liability of that Lender under an Ancillary Facility.

Right of replacement of a single Lender. If: (a) any sum payable Lender becomes entitled to receive any Lender by an Obligor is required additional amounts pursuant to be increased under paragraph (ca) of Clause 16.2 13.2 (Tax gross-up); (b) any Lender or Issuing Bank claims indemnification from Newco the Borrower under paragraph (a) of Clause 16.3 13.3 (Tax and Expenses Indemnityindemnity) or Clause 17.1 14.1 (Increased Costscosts); (c) the rate notified by a Lender in relation to a particular Interest Period under paragraph (a)(ii) of Clause 11.3 (Market disruption) is higher than the lowest rate notified by a Lender under that paragraph; (d) any Lender ceases to be an Eligible Lender; (e) any Lender becomes a Non-Funding Lender; (f) it becomes illegal for any Lender to participate in the Facilities due to the operation of Clause 8.1 (Illegality); or (A) the Company or an Obligor requests an amendment or waiver which requires the consent of all of the Lenders; and (B) the Majority Lenders have consented to that amendment or waiver; but (Cg) a Lender has not consented to that amendment or waiver, the Company may: (i) whilst the circumstance giving rise to the requirement or indemnification continues or the request for an amendment or waiver request is outstanding (as appropriate), arrange for the transfer at par of the whole (but not part only) of that Lender’s Commitment and participations in the Utilisations and its Ancillary Commitment (if any) and Ancillary Outstandings under its Ancillary Facility to becomes a new or existing Lender willing to accept that transfer and acceptable to the Company and the remaining Lenders of the relevant Facility; or (ii) with the prior consent of all the other Lenders, 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 Utilisations and utilisations of any Ancillary Facility granted by that Non-Consenting Lender, whereupon the Commitment of then, without limiting its obligations under that Lender and its Ancillary Commitment (if any) shall immediately be reduced to zero or, in the case of the Issuing Bank, give the Agent notice that the Issuing Bank shall not be obliged to issue any Letter of Credit or Bank Guarantee and its intention to procure the provision of full cash cover in respect of the Issuing Bank’s maximum contingent liability under each Letter of Credit and Bank Guarantee outstanding. On the last day of each Interest Period which ends after the Company has given notice under this paragraph (ii) (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Utilisation or utilisation of an Ancillary Facility, as the case may be, is outstanding shall repay that Lender’s participation in that Utilisation or utilisation of an Ancillary Facility granted by that Lender Clause or, as the case may be, provide to such Lender, the Borrower may, at its sole expense and effort, upon notice to such Lender and the Agent, require such Lender to transfer, without recourse, all its interests, rights and obligations under this Agreement (in relation to a Non-Funding Lender, at the option of the Borrower, to the extent of its Non-Funding Lender Amount) to a transferee that is willing to assume such interests, rights and obligations (which transferee must be a bank or financial institution that is an Eligible Lender and not a Restricted Person, a Permitted Sands Lender or another Lender, if a Lender accepts such transfer), provided that such Lender shall have received from the transferee irrevocable payment in full in cash cover of an amount equal to the outstanding principal of its participation in the Loans, accrued interest thereon, and accrued fees and all other Senior Liabilities and other amounts payable to it under this Agreement (or such other lower amount as such Lender may agree) or (in relation to a partial transfer in respect of any Letter the Non-Funding Lender Amount of Credit or Bank Guarantee issued by a Non-Funding Lender) to the Issuing Bank or any contingent liability extent of that Lender under an Ancillary Facilitysuch transfer.

Right of replacement of a single Lender. If: (a) any sum payable to any Lender by an Obligor in respect of any part of such Lender’s share of any Loan is required to be increased under paragraph (c) of Clause 16.2 12.2 (Tax gross-up);; Senior Secured Credit Facility Agreement (b) any Lender or Issuing Bank claims indemnification from Newco the Borrower under Clause 16.3 12.3 (Tax and Expenses Indemnityindemnity) or Clause 17.1 13.1 (Increased Costscosts) in respect of any part of such Lender’s share of any Loan or any part of such Lender’s Commitment in respect of any Facility; (c) any Obligor is required to repay any amount in accordance with Clause 7.1 (Illegality); or (A) the Company or an Obligor requests an amendment or waiver which requires the consent of all of the Lenders; and (B) the Majority Lenders have consented to that amendment or waiver; but (Cd) a Market Disruption Event in relation to a Loan and any Interest Period is continuing and interest on any part of a Lender’s share of such Loan is being calculated at a rate specified by such Lender pursuant to paragraph (a)(B) of Clause 10.2 (Market disruption) (provided that no substitute basis for determining such interest has not consented to that amendment been agreed under Clause 10.3 (Alternative basis of interest or waiverfunding)), the Company Borrower may: (i) whilst require such Lender to certify (A) the part of such Lender’s portion of such Loan to which the circumstance giving rise to such requirement, indemnification or calculation at such rate relates, and (B) that part of such Lender’s Commitment (in respect of any Facility) relating to such part of such Lender’s portion of such Loan and/or otherwise to which such circumstance relates, and such Lender shall promptly provide such certification (through the requirement Administrative Agent); and (ii) while the circumstance giving rise to such requirement, indemnification or indemnification continues or the request for an amendment or waiver request is outstanding calculation at such rate continues: (as appropriate), A) arrange for the transfer at par of the whole (but not part only) of that such part of such Lender’s portion of such Loan and such part of such Lender’s Commitment and participations (as certified by such Lender under paragraph (i)) to a Lender or other bank, financial institution, trust fund or other entity which is regularly engaged in or established for the Utilisations and its Ancillary Commitment purpose of making, purchasing or investing in loans, securities or other financial assets which (if anyin each case) is acceptable to the Administrative Agent (acting reasonably) and Ancillary Outstandings under its Ancillary Facility to a new or existing Lender which is willing to accept that transfer, for a purchase price in cash payable at the time of transfer and acceptable equal to the Company principal amount of such part of such Lender’s portion of such Loan and such part of such Lender’s Commitment to be transferred and all accrued interest, Break Costs and other fees and amounts accrued thereunder (provided that nothing shall prejudice the remaining Lenders rights of that Lender under the relevant FacilityFinance Documents and nothing shall oblige that Lender to make such transfer on terms that are, in the reasonable opinion of that Lender, prejudicial to it in any respect); or (iiB) with the prior consent of all the other Lenders, give the Administrative Agent and the Paying Agent notice of cancellation of the such part of such Commitment of that Lender and its intention to procure the repayment of that such part of such Lender’s Senior Secured Credit Facility Agreement participation in the Utilisations and utilisations of any Ancillary Facility granted such Loan (as certified by that Lendersuch Lender under paragraph (i)), whereupon the such part of such Commitment of that Lender and its Ancillary Commitment (if any) shall immediately be reduced to zero or, in the case of the Issuing Bank, give the Agent notice that the Issuing Bank shall not be obliged to issue any Letter of Credit or Bank Guarantee and its intention to procure the provision of full cash cover in respect of the Issuing Bank’s maximum contingent liability under each Letter of Credit and Bank Guarantee outstandingzero. On the last day of each the Interest Period relating to such Loan which ends after the Company Borrower has given notice under this paragraph (iiii)(B) (or, if earlier, the date specified by the Company Borrower in that notice), each the Borrower to which a Utilisation or utilisation of an Ancillary Facility, as the case may be, is outstanding shall repay that such part of such Lender’s participation in that Utilisation such Loan together with all accrued interest, Break Costs and other fees and amounts accrued thereunder. Any prepayment of any Loan under any of Facility A or utilisation Facility B (or any part thereof) made under this Clause 7.5 (Right of an Ancillary Facility granted by that Lender orreplacement of a single Lender) after the expiry of the Availability Period for any such Facility, as shall satisfy the case may be, provide full cash cover obligations under Clause 6.1 (Repayment of Term Loans) in respect of any Letter of Credit or Bank Guarantee issued by the Issuing Bank or any contingent liability of that Lender under an Ancillary Facilityremaining Repayment Instalments for such Loan rateably.

Right of replacement of a single Lender. If: (a) any sum payable Lender becomes entitled to receive any Lender by an Obligor is required additional amounts pursuant to be increased under paragraph (ca) of Clause 16.2 13.2 (Tax gross-up);; WTL/1019005126/Third Amended and Restated FA (b) any Lender or Issuing Bank claims indemnification from Newco the Borrower under paragraph (a) of Clause 16.3 13.3 (Tax and Expenses Indemnityindemnity) or Clause 17.1 14.1 (Increased Costscosts); (c) the rate notified by a Lender in relation to a particular Interest Period under paragraph (a)(ii) of Clause 11.2 (Market disruption) is higher than the lowest rate notified by a Lender under that paragraph; (d) any Lender ceases to be an Eligible Lender; (e) any Lender becomes a Non-Funding Lender; (f) it becomes illegal for any Lender to participate in the Facilities due to the operation of Clause 8.1 (Illegality); or (A) the Company or an Obligor requests an amendment or waiver which requires the consent of all of the Lenders; and (B) the Majority Lenders have consented to that amendment or waiver; but (Cg) a Lender has not consented to that amendment or waiver, the Company may: (i) whilst the circumstance giving rise to the requirement or indemnification continues or the request for an amendment or waiver request is outstanding (as appropriate), arrange for the transfer at par of the whole (but not part only) of that Lender’s Commitment and participations in the Utilisations and its Ancillary Commitment (if any) and Ancillary Outstandings under its Ancillary Facility to becomes a new or existing Lender willing to accept that transfer and acceptable to the Company and the remaining Lenders of the relevant Facility; or (ii) with the prior consent of all the other Lenders, 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 Utilisations and utilisations of any Ancillary Facility granted by that Non-Consenting Lender, whereupon the Commitment of then, without limiting its obligations under that Lender and its Ancillary Commitment (if any) shall immediately be reduced to zero or, in the case of the Issuing Bank, give the Agent notice that the Issuing Bank shall not be obliged to issue any Letter of Credit or Bank Guarantee and its intention to procure the provision of full cash cover in respect of the Issuing Bank’s maximum contingent liability under each Letter of Credit and Bank Guarantee outstanding. On the last day of each Interest Period which ends after the Company has given notice under this paragraph (ii) (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Utilisation or utilisation of an Ancillary Facility, as the case may be, is outstanding shall repay that Lender’s participation in that Utilisation or utilisation of an Ancillary Facility granted by that Lender Clause or, as the case may be, provide to such Lender, the Borrower may, at its sole expense and effort, upon notice to such Lender and the Agent, require such Lender to transfer, without recourse, all its interests, rights and obligations under this Agreement (in relation to a Non-Funding Lender, at the option of the Borrower, to the extent of its Non-Funding Lender Amount) to a transferee that is willing to assume such interests, rights and obligations (which transferee must be a bank or financial institution that is an Eligible Lender and not a Restricted Person, a Permitted Sands Lender or another Lender, if a Lender accepts such transfer), provided that such Lender shall have received from the transferee irrevocable payment in full in cash cover of an amount equal to the outstanding principal of its participation in the Loans, accrued interest thereon, and accrued fees and all other Senior Liabilities and other amounts payable to it under this Agreement (or such other lower amount as such Lender may agree) or (in relation to a partial transfer in respect of any Letter the Non-Funding Lender Amount of Credit or Bank Guarantee issued by a Non-Funding Lender) to the Issuing Bank or any contingent liability extent of that Lender under an Ancillary Facilitysuch transfer.

Right of replacement of a single Lender. If: (a) any sum payable Lender becomes entitled to receive any Lender by an Obligor is required additional amounts pursuant to be increased under paragraph (ca) of Clause 16.2 13.2 (Tax gross-up); (b) any Lender or Issuing Bank claims indemnification from Newco the Borrower under paragraph (a) of Clause 16.3 13.3 (Tax and Expenses Indemnityindemnity) or Clause 17.1 14.1 (Increased Costscosts); (c) the rate notified by a Lender in relation to a particular Interest Period under paragraph (a)(ii) of Clause 11.2 (Market disruption) is higher than the lowest rate notified by a Lender under that paragraph; (d) any Lender ceases to be an Eligible Lender; (e) any Lender becomes a Non-Funding Lender; (f) it becomes illegal for any Lender to participate in the Facilities due to the operation of Clause 8.1 (Illegality); or (A) the Company or an Obligor requests an amendment or waiver which requires the consent of all of the Lenders; and (B) the Majority Lenders have consented to that amendment or waiver; but (Cg) a Lender has not consented to that amendment or waiver, the Company may: (i) whilst the circumstance giving rise to the requirement or indemnification continues or the request for an amendment or waiver request is outstanding (as appropriate), arrange for the transfer at par of the whole (but not part only) of that Lender’s Commitment and participations in the Utilisations and its Ancillary Commitment (if any) and Ancillary Outstandings under its Ancillary Facility to becomes a new or existing Lender willing to accept that transfer and acceptable to the Company and the remaining Lenders of the relevant Facility; or (ii) with the prior consent of all the other Lenders, 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 Utilisations and utilisations of any Ancillary Facility granted by that Non-Consenting Lender, whereupon the Commitment of then, without limiting its obligations under that Lender and its Ancillary Commitment (if any) shall immediately be reduced to zero or, in the case of the Issuing Bank, give the Agent notice that the Issuing Bank shall not be obliged to issue any Letter of Credit or Bank Guarantee and its intention to procure the provision of full cash cover in respect of the Issuing Bank’s maximum contingent liability under each Letter of Credit and Bank Guarantee outstanding. On the last day of each Interest Period which ends after the Company has given notice under this paragraph (ii) (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Utilisation or utilisation of an Ancillary Facility, as the case may be, is outstanding shall repay that Lender’s participation in that Utilisation or utilisation of an Ancillary Facility granted by that Lender Clause or, as the case may be, provide to such Lender, the Borrower may, at its sole expense and effort, upon notice to such Lender and the Agent, require such Lender to transfer, without recourse, all its interests, rights and obligations under this Agreement (in relation to a Non-Funding Lender, at the option of the Borrower, to the extent of its Non-Funding Lender Amount) to a transferee that is willing to assume such interests, rights and obligations (which transferee must be a bank or financial institution that is an Eligible Lender and not a Restricted Person, a Permitted Sands Lender or another Lender, if a Lender accepts such transfer), provided that such Lender shall have received from the transferee irrevocable payment in full in cash cover of an amount equal to the outstanding principal of its participation in the Loans, accrued interest thereon, and accrued fees and all other Senior Liabilities and other amounts payable to it under this Agreement (or such other lower amount as such Lender may agree) or (in relation to a partial transfer in respect of any Letter the Non-Funding Lender Amount of Credit or Bank Guarantee issued by a Non-Funding Lender) to the Issuing Bank or any contingent liability extent of that Lender under an Ancillary Facilitysuch transfer.

Right of replacement of a single Lender. If: (a) any sum payable Lender becomes entitled to receive any Lender by an Obligor is required additional amounts pursuant to be increased under paragraph (ca) of Clause 16.2 17.2 (Tax gross-up); (b) any Lender or Issuing Bank claims indemnification from Newco the Borrower under paragraph (a) of Clause 16.3 17.3 (Tax and Expenses Indemnityindemnity) or Clause 17.1 18.1 (Increased Costscosts); (c) the rate notified by a Lender in relation to a particular Interest Period under paragraph (a)(ii) of Clause 15.2 (Market disruption) is higher than the lowest rate notified by a Lender under that paragraph; (d) any Lender ceases to be an Eligible Lender; (e) any Lender becomes a Non-Funding Lender; (f) it becomes illegal for any Lender to participate in the Facilities due to the operation of Clause 12.1 (Illegality); or (A) the Company or an Obligor requests an amendment or waiver which requires the consent of all of the Lenders; and (B) the Majority Lenders have consented to that amendment or waiver; but (Cg) a Lender has not consented to that amendment or waiver, the Company may: (i) whilst the circumstance giving rise to the requirement or indemnification continues or the request for an amendment or waiver request is outstanding (as appropriate), arrange for the transfer at par of the whole (but not part only) of that Lender’s Commitment and participations in the Utilisations and its Ancillary Commitment (if any) and Ancillary Outstandings under its Ancillary Facility to becomes a new or existing Lender willing to accept that transfer and acceptable to the Company and the remaining Lenders of the relevant Facility; or (ii) with the prior consent of all the other Lenders, 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 Utilisations and utilisations of any Ancillary Facility granted by that Non-Consenting Lender, whereupon the Commitment of then, without limiting its obligations under that Lender and its Ancillary Commitment (if any) shall immediately be reduced to zero or, in the case of the Issuing Bank, give the Agent notice that the Issuing Bank shall not be obliged to issue any Letter of Credit or Bank Guarantee and its intention to procure the provision of full cash cover in respect of the Issuing Bank’s maximum contingent liability under each Letter of Credit and Bank Guarantee outstanding. On the last day of each Interest Period which ends after the Company has given notice under this paragraph (ii) (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Utilisation or utilisation of an Ancillary Facility, as the case may be, is outstanding shall repay that Lender’s participation in that Utilisation or utilisation of an Ancillary Facility granted by that Lender Clause or, as the case may be, provide to such Lender, the Borrower may, at its sole expense and effort, upon notice to such Lender and the Agent, require such Lender to transfer, without recourse, all its interests, rights and obligations under this Agreement (in relation to a Non-Funding Lender, at the option of the Borrower, to the extent of its Non-Funding Lender Amount) to a transferee that shall assume such interests, rights and obligations (which transferee must be a bank or financial institution that is an Eligible Lender and not a Restricted Person, a Permitted Sands Lender or another Lender, if a Lender accepts such transfer), provided that such Lender shall have received from the transferee irrevocable payment in full in cash cover of an amount equal to the outstanding principal of its participation in the Loans, accrued interest thereon, and accrued fees and all other Liabilities and other amounts payable to it under this Agreement or (in relation to a partial transfer in respect of any Letter the Non-Funding Lender Amount of Credit or Bank Guarantee issued by a Non-Funding Lender) to the Issuing Bank or any contingent liability extent of that Lender under an Ancillary Facilitysuch transfer.