Right of replacement or 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 12.1 (Tax gross-up); or (ii) any Lender claims indemnification from the Parent under Clause 12.2 (Tax indemnity) or Clause 13.1 (Increased costs); or (iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formula), the Parent may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase or indemnification continues 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 of that Lender and its intention to procure the 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) 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 whereupon the Total Commitments shall be reduced by the same amount. (c) On the last day of each Interest Period which ends after the Parent has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Parent in that notice), each Borrower to which a Loan is outstanding shall repay that Lender’s participation in that Loan. (d) The Parent may, in the circumstances set out in paragraph (a) above, on five (5) 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 23 (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 Parent which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 (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 23.9 (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 Parent shall have no right to replace the Agent; (ii) neither the Agent nor any Lender shall have any obligation to find a replacement Lender; and (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.
Appears in 4 contracts
Samples: Credit Facility Agreement (Gold Fields LTD), Credit Facility Agreement (Sibanye Gold LTD), Credit Facility Agreement (Sibanye Gold LTD)
Right of replacement or repayment and cancellation in relation to a single Lender. (a) If:
(i) any sum payable to any Lender by an Obligor the Borrowers and/or the Guarantor is required to be increased under paragraph (c) of Clause 12.1 12.2 (Tax gross-up); or;
(ii) any Lender claims indemnification from the Parent Borrowers under Clause 12.2 12.3 (Tax indemnity) or Clause 13.1 (Increased costs); 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 notifies (or to the Agent for the account of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formulathat 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 Parent Agent for the account of that Lender) on or after that FATCA Application Date, the Borrowers may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zeroFATCA Deduction continues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s 's participation in the Loans Loan 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 whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On the last day of each Interest Period which ends after the Parent has Borrowers have given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Parent Borrowers in that notice), each Borrower to which a Loan is outstanding the Borrowers shall repay that Lender’s 's participation in that the Loan.
(d) The Parent may, in the circumstances set out in paragraph (a) above, on five (5) 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 23 (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 Parent which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 (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 23.9 (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 Parent Borrowers shall have no right to replace the Agent;
(ii) neither the Agent nor any Lender shall have any obligation to find a replacement Lender; and
(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.
Appears in 2 contracts
Samples: Term Loan Facility Agreement (DHT Holdings, Inc.), Term Loan Facility Agreement (DHT Holdings, Inc.)
Right of replacement or 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 (cclause 12.2(c) of Clause 12.1 (Tax gross-up); or
(ii) any Lender claims indemnification any sum from the Parent Borrower under Clause 12.2 clause 12.3 (Tax indemnity) or Clause clause 13.1 (Increased costs); or
(iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost FormulaCosts), the Parent Borrower may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zeroclaim continues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s Lxxxxx's participation in the Loans Utilisation or give the Agent notice of its intention to replace that Lender in accordance with paragraph (d) belowclause 7.6(e).
(b) On receipt of a notice of cancellation referred to in paragraph (aclause 7.6(a) abovein relation to a Lender, the Commitment Available Commitment(s) of that Lender shall be immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On the last day of each Interest Period which ends after the Parent Borrower has given notice of cancellation under paragraph (aclause 7.6(a) above (or, if earlier, the date specified by the Parent Borrower in that notice), each the Borrower to which a Loan is outstanding shall repay that Lender’s Lxxxxx's participation in the Utilisation and that LoanLxxxxx's corresponding Commitment(s) shall be immediately cancelled in the amount of the participations repaid.
(d) The Parent mayIf the repayment pursuant to clause 7.6(c) is to be made on a date falling before the date which is three years after the Utilisation Date, in the Borrower must also pay to the relevant Lender the applicable Additional Prepayment Interest Premium.
(e) If:
(i) any of the circumstances set out in paragraph clause 7.6(a) apply to a Lender; or
(aii) abovean Obligor becomes obliged to pay any amount in accordance with clause 7.1 (Illegality) to any Lender, the Borrower may, on five (5) 21 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 23 under clause 26 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other another bank, or financial institution, or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (including credit derivatives) in any such case selected by the Parent Borrower which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 clause 26 (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 Principal Outstanding of such the Lender’s 's participation in the outstanding Loans Utilisation and all accrued interest (to the extent that the Agent has not given a notification under Clause 23.9 clause 26.9 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents.. Loan Note Subscription Agreement | DLA Piper | 52
(ef) The replacement of a Lender pursuant to paragraph (dunder clause 7.6(e) above shall be subject to the following conditions:
(i) the Parent Borrower shall have no right to replace the AgentAgent or the Security Trustee;
(ii) neither the Agent nor any Lender shall have any obligation to find a replacement Lender; and;
(iii) in no event shall the Lender replaced under paragraph (dclause 7.6(e) above be required to pay or surrender any of the fees received by such Lender pursuant to under the Finance Documents; and
(iv) the Lender shall only be obliged to transfer its rights and obligations under clause 7.6(e) 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.
(g) A Lender shall perform the checks described in clause 7.6(f)(iv) as soon as reasonably practicable following delivery of a notice referred to in clause 7.6(e) and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks.
Appears in 2 contracts
Samples: Loan Note Subscription Agreement (Metals Acquisition LTD), Loan Note Subscription Agreement (Metals Acquisition Corp)
Right of replacement or 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 12.1 12.2 (Tax gross-up); or;
(ii) any Lender claims indemnification from the Parent Company under Clause 12.2 12.3 (Tax indemnity) or Clause 13.1 (Increased costs); or
(iii) any Lender notifies is a Defaulting Lender; the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formula), the Parent Company may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase increase, indemnification or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zeroDefaulting Lender status continues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the 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) belowL/Gs.
(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 whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On the last day of each Interest Period which ends after the Parent has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Parent in that notice), each Each Borrower to which a Loan Utilisation is outstanding shall repay that Lender’s 's participation in that Loanany such Utilisations.
(d) The Parent Company may, in the circumstances set out in paragraph (a) above, on five (5) three Business Days’ ' prior notice to the Agent and that Lenderthe Lender (or such shorter period as the Majority Lenders may agree), replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) assign and transfer by way of assumption of contract (Vertragsübernahme) pursuant to Clause 23 (Changes to the Lenders) all (and not part only) of its rights and obligations Available Commitment under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity selected by the Parent Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 (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 23.9 (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 Parent 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; and;
(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) the Lender shall only be obliged to assign and transfer its rights and obligations pursuant to paragraph (d) 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.
(f) A Lender shall perform the checks described in paragraph 9.6(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 complied with those checks.
Appears in 2 contracts
Samples: Syndicated Loan Agreement (Hillenbrand, Inc.), Syndicated Loan Agreement (Hillenbrand, Inc.)
Right of replacement or repayment and cancellation in relation to a single Lender. (a) If:
(i) any sum payable to any Lender by an Obligor the Borrowers is required to be increased under paragraph (c) of Clause 12.1 14.2 (Tax gross-up); or
(ii) any Lender claims indemnification from the Parent Borrowers under Clause 12.2 14.3 (Tax indemnity) or Clause 13.1 15.1 (Increased costs); or
(iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formula), the Parent Borrowers may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zerocontinues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the 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) 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 whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On the last day of each Interest Period which ends after the Parent Borrowers has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Parent Borrowers in that notice), each Borrower to which a Loan is outstanding the Borrowers shall repay that Lender’s 's participation in that Loan.
(d) The Parent Borrowers may, in the circumstances set out in paragraph (a) above, on five 15 (5fifteen) 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 23 27 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, bank or financial institution, trust, fund or other entity institution selected by the Parent Borrowers which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 27 (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 's participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 23.9 (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 Parent Borrowers shall have no right to replace the Agent;
(ii) neither the Agent nor any Lender shall have any obligation to find a replacement Lender; and;
(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) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (d) 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.
f) A Lender shall perform the checks 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 Borrowers when it is satisfied that it has complied with those checks.
Appears in 2 contracts
Samples: Facility Agreement (DHT Holdings, Inc.), Facility Agreement (DHT Holdings, Inc.)
Right of replacement or 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 12.1 12.2 (Tax gross-up); or;
(ii) any Lender claims indemnification from the Parent Company under Clause 12.2 12.3 (Tax indemnity) or Clause 13.1 (Increased costs); or
(iii) any Lender notifies is a Defaulting Lender; the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formula), the Parent Company may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase increase, indemnification or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zeroDefaulting Lender status 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 Loans or give the Agent notice of its intention to replace that Lender in accordance with paragraph (d) belowL/Gs.
(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 whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On the last day of each Interest Period which ends after the Parent has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Parent in that notice), each Each Borrower to which a Loan Utilisation is outstanding shall repay that Lender’s participation in that Loanany such Utilisations.
(d) The Parent Company may, in the circumstances set out in paragraph (a) above, on five (5) three Business Days’ prior notice to the Agent and that Lenderthe Lender (or such shorter period as the Majority Lenders may agree), replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) assign and transfer by way of assumption of contact (Vertragsübernahme) pursuant to Clause 23 (Changes to the Lenders) all (and not part only) of its rights and obligations Available Commitment under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity selected by the Parent Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 (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 23.9 (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 Parent 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; and;
(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) the Lender shall only be obliged to assign and transfer its rights and obligations pursuant to paragraph (d) 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.
(f) A Lender shall perform the checks 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 complied with those checks.
Appears in 2 contracts
Samples: Amendment Agreement (Hillenbrand, Inc.), Syndicated Loan Agreement (Hillenbrand, Inc.)
Right of replacement or 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 para. (c) of Clause 12.1 13.1 (Tax gross-up); or
(ii) any Lender claims indemnification from the Parent Company under Clause 12.2 13.2 (Tax indemnity) or Clause 13.1 14.1 (Increased costs); or
(iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formula), the Parent Company may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zerocontinues, 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 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 whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On the last day of each Interest Period which ends after the Parent Company has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Parent Company in that notice), each Borrower to which a Loan is outstanding shall repay that Lender’s participation in that Loan.
(d) The Parent Company may, in the circumstances set out in paragraph (a) above, on five (5) 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 23 24 (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 Parent Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 24 (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 23.9 (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 Parent 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; and
(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.
Appears in 2 contracts
Samples: Senior Revolving Credit Facility Agreement, Senior Revolving Credit Facility Agreement (Logitech International Sa)
Right of replacement or repayment and cancellation in relation to a single Lender. (a) If:
(i) any sum payable to any Lender by an Obligor a Borrower is required to be increased under paragraph (c) of Clause 12.1 (Tax gross-up10.2(c); or;
(ii) any Lender claims indemnification from the Parent a Borrower under Clause 12.2 (Tax indemnity) 10.3 or Clause 13.1 (Increased costs)11.1; or
(iii) it becomes illegal for any Lender notifies the Agent to perform any of its Additional Cost Rate obligations under paragraph 3 of Schedule 4 (Mandatory Cost Formula), the Parent maythis Agreement or to fund or maintain its participation in any Term Loan, whilst (in the case of paragraphs (i) and (ii) above) the circumstance circumstances giving rise to the requirement for that increase increase, indemnification or indemnification continues or (in illegality continue, the case of paragraph (iii) above) that Additional Cost Rate is greater than zero, Guarantor may 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 Loans or give the Relevant Facility Agent notice of its intention to replace that Lender in accordance with paragraph (d) belowClause 5.16(c).
(b) On receipt Where:
(i) either:
(A) a Borrower wishes to enter into an Acceptable Charter for its Vessel, the proposed charter satisfies each part of a notice of cancellation referred to in paragraph (a) aboveof the definition of Acceptable Time Charter or Acceptable Bareboat Charter (as the case may be); or
(B) an Alternative Arrangement Borrower wishes to enter into an Alternative Charter for its Vessel, the Commitment proposed charter satisfies each of that Lender shall immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amount.
(c) On the last day of each Interest Period which ends after the Parent has given notice of cancellation under paragraph paragraphs (a) above to (e) of the definition of Alternative Charter, and in either case the Majority Lenders have confirmed to the Intercreditor Agent that they have approved such charter as an Acceptable Charter or an Alternative Charter (as the case may be); or, if earlier, the date specified by the Parent in that notice), each Borrower to which a Loan is outstanding shall repay that Lender’s participation in that Loan.
(dii) The Parent may, in a Borrower wishes to enter into an Acceptable Charter or an Alternative Charter for its Vessel with a Person who (or whose obligations under the circumstances relevant Acceptable Charter or Alternative Charter are guaranteed by an entity who):
(A) satisfies the credit rating requirement set out in paragraph (a) aboveof the definition of Acceptable Charterer and the Majority Lenders have confirmed to the Intercreditor Agent that they have approved such Person; or
(B) does not satisfy the credit rating requirement set out in paragraph (a) of the definition of Acceptable Charterer and the Super Majority Lenders have confirmed to the Intercreditor Agent that they have approved such Person, on five if any one or more Lenders has not approved such charter as an Acceptable Charter or Alternative Charter (5as the case may be) or such Person as an Acceptable Charterer (as applicable) in accordance with this Agreement, the Guarantor may give the Relevant Facility Agent 15 Business Days’ prior notice of its intention to:
(I) replace any such Lender in accordance with Clause 5.16(c); or
(II) provided that the Guarantor has demonstrated to the satisfaction of the Intercreditor Agent that, following any such cancellation and, if applicable, prepayment, the Obligors shall have sufficient funds available in order to meet in full their payment obligations under each Transaction Document and in respect of the Total Project Costs (as calculated at the time of any such cancellation), cancel in full the then Commitment of such Lender and procure the repayment or prepayment in full of that Lender’s participation, if any, in the then outstanding Loans.
(c) In the circumstances set out in Clause 5.16(a) and Clause 5.16(b), on the expiry of 15 Business Days’ notice given in accordance with Clause 5.16(b), a Borrower may replace that each such Lender by requiring that each such Lender to (and, to the extent permitted by law, that each such Lender shall) transfer pursuant to in accordance with Clause 23 (Changes to the Lenders) 30 all (and not part only) of its rights and obligations under this Agreement in respect of the Term Loan Facility to a Lender or other bank, financial institution, trust, fund or other entity selected by the Parent which Relevant Borrower that confirms its willingness to assume and does assume all the obligations of the relevant transferring Lender in respect of the Term Loan Facility in accordance with Clause 23 (Changes to the Lenders) 30 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 23.9 (Pro rata interest settlement))interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.
(ed) The replacement of any Lender in accordance with Clause 5.16(c) or the cancellation of the Commitment of a Lender pursuant to paragraph (dand, if applicable, repayment of such Lender’s participation in the outstanding Loans in accordance with Clauses 5.16(b)(II), 5.16(e) above and 5.16(f), shall be subject to the following conditions:
(i) the Parent no Obligor shall have no any right to replace the any Agent in its capacity as such Agent;
(ii) neither the Relevant Facility Agent nor any Lender shall have any obligation to find a any replacement Lender; and;
(iii) in no event shall the any Lender replaced under paragraph (dClause 5.16(c) above or that has its Commitment cancelled and, if applicable, its participation in the outstanding Loans repaid in accordance with Clauses 5.16(b)(II), 5.16(e) and 5.16(f) be required to pay or surrender any of the fees received by such Lender pursuant to in accordance with the Finance Documents;
(iv) if any Lender to be replaced under Clause 5.16(c) or that has its Commitment cancelled and, if applicable, its participation in the outstanding Loans repaid in accordance with Clauses 5.16(b)(II), 5.16(e) and 5.16(f) also is a Hedging Party at that time, the Relevant Borrower, at the same time as it replaces such Person as a Lender in accordance with Clause 5.16(c) or cancels the Commitment of such Lender and, if applicable, repays such Lender in accordance with Clauses 5.16(b)(II), 5.16(e) and 5.16(f) also must replace it as a Hedging Party; and
(v) the payment of any required Prepayment/Cancellation Fee.
(e) On the expiry of the 15 Business Days’ notice given in accordance with Clause 5.16(b) in respect of any cancellation and, if applicable, prepayment, the Commitment of the relevant Lender in respect of the Term Loan Facility immediately shall be reduced to zero.
(f) On the last day of the Interest Period for any Loan in which the relevant Lender participates and that ends after the expiry of the 15 Business Days’ notice given in accordance with Clause 5.16(b) in respect of any cancellation and, if applicable, prepayment, (or, if earlier, the date specified by the Guarantor in that notice), the Borrowers shall repay the relevant Lender’s participation in such Loan.
Appears in 2 contracts
Samples: Project Facilities Agreement and Intercreditor Agreement (Pacific Drilling S.A.), Project Facilities Agreement and Intercreditor Agreement (Pacific Drilling S.A.)
Right of replacement or repayment and cancellation in relation to a single Lender. (aA) If:
(i1) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 12.1 (Tax gross-up11.2(C); or
(ii2) any Lender claims indemnification from the Parent Borrower under Clause 12.2 11.3 (Tax indemnity) or Clause 13.1 (Increased costs); or
(iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formula), the Parent Borrower may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zerocontinues, give the Agent notice of cancellation of the Commitment Commitment(s) of that Lender and its intention to procure the 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) belowClause 7.3(D).
(bB) On receipt of a notice of cancellation referred to in paragraph (a) aboveClause 7.3(A), the Commitment of that Lender shall immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amountzero.
(cC) On the last day of each Interest Period which ends after the Parent Borrower has given notice of cancellation under paragraph (aClause 7.3(A) above (or, if earlier, the date specified by the Parent Borrower in that notice), each the Borrower to which a Loan is outstanding shall repay that an amount equal to the Outstanding Balance Owed of such Lender’s participation in that Loanthe outstanding Loans.
(dD) The Parent may, in If:
(1) any of the circumstances set out in paragraph Clause 7.3(A) apply to a Lender; or
(a2) abovean Obligor becomes obliged to pay any amount in accordance with Clause 7.1 (Illegality) to any Lender, the Borrower may, on five (5) 5 Business Days’ prior notice to the Agent and that Lender (or in relation to the Original Lender, the Arranger), replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 23 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 Parent an Eligible Institution which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 21 (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 Outstanding Balance Owed 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 23.9 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance DocumentsLoans.
(eE) The replacement of a Lender pursuant to paragraph (dClause 7.3(D) above shall be subject to the following conditions:
(i1) the Parent Borrower shall have no right to replace the Agent;
(ii2) neither the Agent nor any Lender (or the Arranger, on behalf of the Original Lender) shall have any obligation to find a replacement Lender; and;
(iii3) in no event shall the Lender replaced under paragraph (dClause 7.3(D) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents; and
(4) the Lender shall only be obliged to transfer its rights and obligations pursuant to Clause 7.3(D) 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.
(F) A Lender (or in the case of the Original Lender, the Arranger) shall perform the checks described in Clause 7.3(E)
Appears in 1 contract
Right of replacement or 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 12.1 12.2 (Tax gross-up); or
(ii) any Lender claims indemnification from the Parent Borrower under Clause 12.2 12.3 (Tax indemnity) or Clause 13.1 (Increased costs); or
(iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formula), the Parent Borrower may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zerocontinues, give the Agent notice of cancellation of the Commitment Commitment(s) of that Lender and its intention to procure the repayment of that LenderXxxxxx’s participation in the Loans Loan 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 whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On the last day of each Interest Period which ends after the Parent Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Parent Borrower in that notice), each the Borrower to which a the Loan is outstanding shall repay that LenderXxxxxx’s participation in the Loan and that LoanXxxxxx’s corresponding Commitment(s) shall be immediately cancelled in the amount of the participations repaid.
(d) The Parent may, in If:
(i) any of the circumstances set out in paragraph (a) aboveabove apply to a Lender; or
(ii) an Obligor becomes obliged to pay any amount in accordance with Clause 7.1 (Illegality) to any Lender, the Borrower may, on five (5) 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 23 (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 Parent an Eligible Institution which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 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 LenderXxxxxx’s participation in the outstanding Loans Loan and all accrued interest (to the extent that the Agent has not given a notification under Clause 23.9 23.10 (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 Parent 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; and;
(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) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (d) 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.
(f) A Lender shall perform the checks 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 Borrower when it is satisfied that it has complied with those checks.
Appears in 1 contract
Right of replacement or 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 12.1 12.2 (Tax gross-up); or;
(ii) any Lender claims indemnification from the Parent Company under Clause 12.2 12.3 (Tax indemnity) or Clause 13.1 (Increased costs); or
(iii) any Lender notifies is a Defaulting Lender; the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formula), the Parent Company may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase increase, indemnification or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zeroDefaulting Lender status continues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s Lxxxxx's participation in the Loans or give the Agent notice of its intention to replace that Lender in accordance with paragraph (d) belowL/Gs.
(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 whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On the last day of each Interest Period which ends after the Parent has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Parent in that notice), each Each Borrower to which a Loan Utilisation is outstanding shall repay that Lender’s Lxxxxx's participation in that Loanany such Utilisations.
(d) The Parent Company may, in the circumstances set out in paragraph (a) above, on five (5) three Business Days’ ' prior notice to the Agent and that Lenderthe Lender (or such shorter period as the Majority Lenders may agree), replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) assign and transfer by way of assumption of contract (Vertragsübernahme) pursuant to Clause 23 (Changes to the Lenders) all (and not part only) of its rights and obligations Available Commitment under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (other than a member of the Group) selected by the Parent Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 (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 23.9 (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 Parent 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; and;
(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) the Lender shall only be obliged to assign and transfer its rights and obligations pursuant to paragraph (d) 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.
(f) A Lender shall perform the checks described in paragraph 9.6 (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 complied with those checks.
Appears in 1 contract
Right of replacement or 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 12.1 17.2 (Tax grossGross-upUp); or;
(ii) any Lender claims indemnification any amount from the Parent Company under Clause 12.2 17.3 (Tax indemnityIndemnity) or Clause 13.1 18 (Increased costsCosts); or;
(iii) any Lender notifies the Agent of its Additional Cost Rate invokes a Market Disruption under paragraph 3 of Schedule 4 Clause 15.2 (Mandatory Cost FormulaMarket Disruption); or
(iv) any Lender becomes a Non-Consenting Lender, the Parent Company may, whilst (in while the case of paragraphs (i) and (ii) above) the circumstance circumstances giving rise to the requirement for that increase or indemnification continues or (in the case payment of paragraph (iii) above) that Additional Cost Rate is greater than zeroamount continue, give notice to the Facility Agent notice of cancellation of its intention to cancel the Commitment of that Lender and its intention to procure the repayment of repay or prepay that LenderXxxxxx’s participation in the Loans all outstanding 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 whereupon the Total Commitments shall be reduced by the same amount.
(c) On the last day of each Interest Period which ends after the Parent has given notice of prepayment and cancellation under paragraph (a) above in relation to a Lender:
(i) the Commitment of that Lender will immediately be reduced to zero; and
(ii) the Company must repay or prepay that Xxxxxx’s participation in each Loan on the date specified in paragraph (c) below.
(c) The date for repayment or prepayment of a Lender’s participation in a Loan will be:
(i) the last day of the Interest Period for that Loan which is current on the date of the notice under paragraph (a) above; or,
(ii) if earlier, the date specified by in the Parent in that notice), each Borrower Company’s notice to which a Loan is outstanding shall repay that Lender’s participation in that Loanthe Facility Agent under paragraph (a) above.
(d) The Parent may, in If:
(i) any of the circumstances set out in paragraph (a) aboveabove apply to a Lender; or
(ii) the Company becomes obliged to pay an amount in accordance with Clause 12.1 (Mandatory Prepayment – Illegality) to a Lender, the Company may, on not less than five (5) 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 shallmust) transfer pursuant to Clause 23 30 (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 which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (a “Replacement Lender”) selected by the Parent Company, which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 (Changes to the Lenders) this Agreement 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 LenderXxxxxx’s participation in the outstanding Loans and all accrued interest (to the extent that the Facility Agent has not given a notification under Clause 23.9 30.9 (Pro rata interest settlementRata Interest Settlement)), Break Costs and other amounts payable in relation thereto to it under the Finance Documents.
(e) The replacement of a Lender pursuant to paragraph (d) above shall will be subject to the following conditions:
(i) in the Parent shall event of a replacement of a Non-Consenting Lender, such replacement or prepayment must occur during a period of 60 days commencing on the date on which the relevant consent is requested;
(ii) the Company will have no right to replace the Facility Agent;
(iiiii) neither the Facility Agent nor any Lender shall will have any obligation to find a replacement Replacement Lender;
(iv) the Lender to be replaced will not be required to pay or surrender to such Replacement Lender any of the fees received by that Lender pursuant to the Finance Documents; and
(iiiv) in no event shall the Lender to be replaced will only be obliged to transfer its rights and obligations in accordance with paragraph (d) above once it is satisfied that it has complied with any “know your customer” checks or other similar checks required under any applicable law or regulation in relation to that transfer.
(f) A Lender to be replaced must perform the checks described in paragraph (e)(v) above as soon as reasonably practicable after delivery of a notice under paragraph (d) above be required to pay or surrender any of and must notify the fees received by such Lender pursuant to Facility Agent and the Finance Documents.Company promptly when it is satisfied that it has complied with those checks.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (IHS Holding LTD)
Right of replacement or repayment and cancellation in relation to a single Lender. (a) If:
(i) any sum payable to any Lender by an Obligor the Borrowers and/or the Guarantor is required to be increased under paragraph (c) of Clause 12.1 12.2 (Tax gross-up); or
(ii) any Lender claims indemnification from the Parent Borrowers under Clause 12.2 12.3 (Tax indemnity) or Clause 13.1 (Increased costs); or
(iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formula), the Parent Borrowers may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zerocontinues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s 's participation in the Loans Loan 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 whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On the last day of each Interest Period which ends after the Parent has Borrowers have given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Parent Borrowers in that notice), each Borrower to which a Loan is outstanding the Borrowers shall repay that Lender’s 's participation in that the Loan.
(d) The Parent may, in the circumstances set out in paragraph (a) above, on five (5) 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 23 (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 Parent which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 (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 23.9 (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 (da) above shall be subject to the following conditions:
(i) the Parent Borrowers shall have no right to replace the Agent;
(ii) neither the Agent nor any Lender shall have any obligation to find a replacement Lender; and
(iii) in no event shall the Lender replaced under paragraph (da) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents.
Appears in 1 contract
Samples: Term Loan Facilities Agreement (DHT Holdings, Inc.)
Right of replacement or 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 12.1 12.2 (Tax gross-up); or
(ii) any Lender claims indemnification from the Parent Borrower under Clause 12.2 12.3 (Tax indemnity) or Clause 13.1 (Increased costs); or
(iii) any Lender notifies or the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formula), the Parent Borrower may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zerocontinues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the 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) 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 whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On the last day of each Interest Period which ends after the Parent Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Parent Borrower in that notice), each the Borrower to which a Loan is outstanding shall repay that Lender’s 's participation in that Loan.
(d) The Parent Borrower may, in the circumstances set out in paragraph (a) above, on five (5) 15 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 23 27 (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 Parent Borrower which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 27 (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 's participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 23.9 27.9 (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 Parent Borrower shall have no right to replace the AgentAgent or the Security Trustee;
(ii) neither the Agent nor any Lender shall have any obligation to find a replacement Lender; and
(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.
Appears in 1 contract
Right of replacement or 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 12.1 12.2 (Tax grossGross-upUp); or;
(ii) any Lender claims indemnification any amount from the Parent Company under Clause 12.2 12.3 (Tax indemnityIndemnity) or Clause 13.1 13 (Increased costsCosts); or;
(iii) any Lender notifies the Agent of its Additional Cost Rate invokes a Market Disruption under paragraph 3 of Schedule 4 Clause 10.2 (Mandatory Cost FormulaMarket Disruption); or
(iv) any Lender becomes a Non-Consenting Lender, the Parent Company may, whilst (in while the case of paragraphs (i) and (ii) above) the circumstance circumstances giving rise to the requirement for that increase or indemnification continues or (in the case payment of paragraph (iii) above) that Additional Cost Rate is greater than zeroamount continue, give notice to the Facility Agent notice of cancellation of its intention to cancel the Commitment of that Lender and its intention to procure the repayment of repay or prepay that LenderXxxxxx’s participation in the Loans all outstanding 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 whereupon the Total Commitments shall be reduced by the same amount.
(c) On the last day of each Interest Period which ends after the Parent has given notice of prepayment and cancellation under paragraph (a) above in relation to a Lender:
(i) the Commitment of that Lender will immediately be reduced to zero; and
(ii) the Company must repay or prepay that Xxxxxx’s participation in each Loan on the date specified in paragraph (c) below.
(c) The date for repayment or prepayment of a Lender’s participation in a Loan will be:
(i) the last day of the Interest Period for that Loan which is current on the date of the notice under paragraph (a) above; or,
(ii) if earlier, the date specified by in the Parent in that notice), each Borrower Company’s notice to which a Loan is outstanding shall repay that Lender’s participation in that Loanthe Facility Agent under paragraph (a) above.
(d) The Parent may, in If:
(i) any of the circumstances set out in paragraph (a) aboveabove apply to a Lender; or
(ii) the Company becomes obliged to pay an amount in accordance with Clause 7.1 (Mandatory Prepayment – Illegality) to a Lender, the Company may, on not less than five (5) 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 shallmust) transfer pursuant to Clause 23 25 (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 which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (a “Replacement Lender”) selected by the Parent Company, which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 (Changes to the Lenders) this Agreement 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 LenderXxxxxx’s participation in the outstanding Loans and all accrued interest (to the extent that the Facility Agent has not given a notification under Clause 23.9 25.9 (Pro rata interest settlementRata Interest Settlement)), Break Costs and other amounts payable in relation thereto to it under the Finance Documents.
(e) The replacement of a Lender pursuant to paragraph (d) above shall will be subject to the following conditions:
(i) in the Parent shall event of a replacement of a Non-Consenting Lender, such replacement or prepayment must occur during a period of 60 days commencing on the date on which the relevant consent is requested;
(ii) the Company will have no right to replace the Facility Agent;
(iiiii) neither the Facility Agent nor any Lender shall will have any obligation to find a replacement Replacement Lender;
(iv) the Lender to be replaced will not be required to pay or surrender to such Replacement Lender any of the fees received by that Lender pursuant to the Finance Documents; and
(iiiv) in no event shall the Lender to be replaced will only be obliged to transfer its rights and obligations in accordance with paragraph (d) above once it is satisfied that it has complied with any “know your customer” checks or other similar checks required under any applicable law or regulation in relation to that transfer.
(f) A Lender to be replaced must perform the checks described in paragraph (e)(v) above as soon as reasonably practicable after delivery of a notice under paragraph (d) above be required to pay or surrender any of and must notify the fees received by such Lender pursuant to Facility Agent and the Finance DocumentsCompany promptly when it is satisfied that it has complied with those checks.
Appears in 1 contract
Samples: Facility Agreement (IHS Holding LTD)
Right of replacement or 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 12.1 12.2 (Tax gross-up); or
(ii) any Lender claims indemnification from the Parent a Borrower under Clause 12.2 12.3 (Tax indemnity) or Clause 13.1 (Increased costs)) ; or
(iii) any the Facility Agent receives notification from an Affected Lender notifies the Agent of its Additional Cost Rate under paragraph 3 (b)(iii) of Schedule 4 Clause 10.2 (Mandatory Cost FormulaMarket disruption), the Parent Borrowers may, :
(A) whilst (in the case of paragraphs paragraph (i) and (ii) above) above the circumstance giving rise to the requirement for that increase or indemnification continues or ; or
(B) whilst in the case of paragraph (iii) above) that Additional Cost Rate is greater than zeroabove the Market Disruption Event in relation to the Affected Lender continues, give the Facility Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that LenderXxxxxx’s participation in the Loans Loan or give the Facility Agent notice of its intention to replace that Lender in accordance with paragraph (de) 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 whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On the last day of each Interest Period which ends after the Parent has Borrowers have given notice of cancellation under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Parent Borrowers in that notice), each Borrower to which a Loan is outstanding the Borrowers shall repay that LenderXxxxxx’s participation in that the Loan.
(d) Any partial prepayment under this Clause 7.6 (Right of replacement or repayment and cancellation in relation to a single Lender) shall reduce pro rata the amount of each Repayment Instalment falling after that prepayment by the amount prepaid.
(e) The Parent Borrowers may, in the circumstances set out in paragraph (a) above, on five (5) 10 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 23 30 (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 Parent Borrowers which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 30 (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 LenderXxxxxx’s participation in the outstanding Loans Loan and all accrued interest (to the extent that the Facility Agent has not given a notification under Clause 23.9 30.9 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents.
(ef) The replacement of a Lender pursuant to paragraph (de) above shall be subject to the following conditions:
(i) the Parent Borrowers shall have no right to replace the Agenta Servicing Party;
(ii) neither the Facility Agent nor any Lender shall have any obligation to find a replacement Lender; and;
(iii) in no event shall the Lender replaced under paragraph (de) 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 (e) 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.
(g) A Lender shall perform the checks described in paragraph (f)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (e) above and shall notify the Facility Agent and the Borrowers when it is satisfied that it has complied with those checks.
Appears in 1 contract
Right of replacement or 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 12.1 11.2 (Tax gross-up); or
(ii) any Lender claims indemnification from the Parent Borrower under Clause 12.2 11.3 (Tax indemnity) or Clause 13.1 12.1 (Increased costs); or
(iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formula), the Parent Borrower may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zerocontinues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s 's participation in the Loans Loan 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 whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On the last day of each Interest Period which ends after the Parent Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Parent Borrower in that notice), each the Borrower to which a Loan is outstanding shall repay that Lender’s 's participation in that the Loan.
(d) The Parent Borrower may, in the circumstances set out in paragraph (a) above, on five (5) 5 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 23 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 Parent Borrower which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 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 's participation in the outstanding Loans Loan and all accrued interest (to the extent that the Agent has not given a notification under Clause 23.9 22.9 (Pro rata interest settlement)), Break Costs, Swap Breakage 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 Parent 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; and
(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.
Appears in 1 contract
Samples: Facility Agreement (China Shandong Industries, Inc.)
Right of replacement or 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 12.1 (Tax gross-up); oror Table of Contents
(ii) any Lender claims indemnification from the Parent under Clause 12.2 (Tax indemnity) or Clause 13.1 (Increased costs); or
(iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formula), the Parent may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase or indemnification continues 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 of that Lender and its intention to procure the 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) 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 whereupon the Total Commitments shall be reduced by the same amount.
(c) On the last day of each Interest Period which ends after the Parent has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Parent in that notice), each Borrower to which a Loan is outstanding shall repay that Lender’s participation in that Loan.
(d) The Parent may, in the circumstances set out in paragraph (a) above, on five (5) 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 23 (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 Parent which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 (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 23.9 (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 Parent shall have no right to replace the Agent;
(ii) neither the Agent nor any Lender shall have any obligation to find a replacement Lender; and
(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.. Table of Contents
Appears in 1 contract
Right of replacement or 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 12.1 13.2 (Tax gross-up); or
(ii) any Lender claims indemnification from the Parent Company under Clause 12.2 13.3 (Tax indemnity) or Clause 13.1 14.1 (Increased costs); or
(iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formula), the Parent Company may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zerocontinues, 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 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 whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On the last day of each Interest Period which ends after the Parent Company has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Parent Company in that notice), each Borrower to which a Loan is outstanding shall repay that Lender’s participation in that LoanLoan together with all interest and other amounts accrued under the Finance Documents.
(d) The Parent Company may, in the circumstances set out in paragraph (a) above, on five (5) 5 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 23 24 (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 Parent Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 24 (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 23.9 24.9 (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 Parent 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; and
(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.
(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 5 Business Days’ notice of cancellation of each Available Commitment of that Lender.
(ii) Upon 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 subparagraph (i) above, notify all the Lenders.
Appears in 1 contract
Samples: Facility Agreement (Best Buy Co Inc)
Right of replacement or 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 12.1 11.2 (Tax gross-up); or
(ii) any Lender claims indemnification from the Parent Company under Clause 12.2 11.3 (Tax indemnityIndemnity) or Clause 13.1 12.1 (Increased costs); or
(iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formula), the Parent Company may, whilst (in the case of paragraphs (i) and (ii) above) while the circumstance giving rise to the requirement for that increase or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zerocontinues, give notice to the Facility Agent notice of requesting prepayment and cancellation of the Commitment in respect of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans or give the Facility 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 After notification under paragraph (a) above, :
(i) the Commitment Borrower must repay or prepay that Lender’s share in each Loan drawn by it on the date specified in paragraph (c) below; and
(ii) the Commitments of that Lender shall will be immediately be cancelled and reduced to zero whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On The date for repayment or prepayment of a Lender’s share in a Loan will be the last day of each Interest Period which ends after the Parent has given notice of cancellation under paragraph (a) above (current Term for that Loan or, if earlier, the date specified by the Parent Company in that notice), each Borrower to which a Loan is outstanding shall repay that Lender’s participation in that Loanits notification.
(d) The Parent Company may, in the circumstances set out in paragraph (a) above, on five (5) 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 23 27 (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 Parent Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 27 (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 participation in the outstanding Loans and all accrued interest (to the extent that the Facility Agent has not given a notification under Clause 23.9 27.13 (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 Parent Company 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; and
(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) the Lender shall only be obliged to transfer it rights and obligations pursuant to paragraph (d) 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.
Appears in 1 contract
Right of replacement or 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 (c14.2(c) of Clause 12.1 14.2 (Tax gross-up); or
(ii) any Lender claims indemnification from the Parent a Borrower under Clause 12.2 14.3 (Tax indemnity) or Clause 13.1 15.1 (Increased costs); or
(iii) any the Facility Agent receives notification from an Affected a Lender notifies the Agent of its Additional Cost Rate under paragraph 3 12.4 (a)(ii) of Schedule 4 Clause 12.4 (Mandatory Cost FormulaMarket disruption), the Parent Borrowers may, :
(A) whilst (in the case of paragraphs paragraph (i) and (ii) above) above the circumstance giving rise to the requirement for that increase or indemnification continues or continues; or
(B) whilst in the case of paragraph (iii) above) that Additional Cost Rate is greater than zeroabove the Market Disruption Event situation in relation to the Affected relevant Lender continues, give the Facility Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that LenderXxxxxx’s participation in the Loans Loan or give the Facility Agent notice of its intention to replace that Lender in accordance with paragraph (de) below.
(b) On receipt of a notice of cancellation referred to in paragraph (a) above, the any Commitment of that Lender shall immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On the last day of each Interest Period which ends after the Parent has Borrowers have given notice of cancellation under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Parent Borrowers in that notice), each Borrower to which a Loan is outstanding the Borrowers shall repay that LenderXxxxxx’s participation in that the Loan.
(d) Any partial prepayment under this Clause 8.8 (Right of replacement or repayment and cancellation in relation to a single Lender) shall reduce pro rata the amount of each Repayment Instalment falling after that prepayment by the amount prepaid.
(e) The Parent Borrowers may, in the circumstances set out in paragraph (a) above, on five (5) 10 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 23 32 (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 Parent Borrowers which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 32 (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 LenderXxxxxx’s participation in the outstanding Loans Loan and all accrued interest (to the extent that the Facility Agent has not given a notification under Clause 23.9 32.9 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents.
(ef) The replacement of a Lender pursuant to paragraph (de) above shall be subject to the following conditions::
(i) the Parent Borrowers shall have no right to replace the Agenta Servicing Party;
(ii) neither the Facility Agent nor any Lender shall have any obligation to find a replacement Lender; and;
(iii) in no event shall the Lender replaced under paragraph (de) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents;
(iv) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (e) 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; and
(v) the Facility Agent is satisfied that the replacement lender has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer.
(g) A Lender shall perform the checks described in paragraph (iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (e) above and shall notify the Facility Agent and the Borrowers when it is satisfied that it has complied with those checks.
Appears in 1 contract
Right of replacement or 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 12.1 14.2 (Tax gross-up); or
(ii) any Lender claims indemnification from the Parent Company under Clause 12.2 14.3 (Tax indemnity) or Clause 13.1 15.1 (Increased costs); or
(iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formula), the Parent Company may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zerocontinues, give the Facility Agent notice of cancellation of all of the Commitment Commitment(s) of that Lender (and its Related Lender, if any) and its intention to procure the repayment of that Lxxxxx's (and that of its Related Lender’s , if any) participation in the Loans or give the Facility Agent notice of its intention to replace that Lender (and its Related Lender, if any) in accordance with paragraph (d) below.
(b) On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment Commitment(s) of that Lender (and its Related Lender, if any) shall immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On the last day of each Interest Period which ends after the Parent Company has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Parent Company in that notice), each Borrower to which a Loan is outstanding the Company shall repay that Lender’s the participation in each Loan of that LoanLender (and its Related Lender, if any).
(d) The Parent may, in If:
(i) any of the circumstances set out in paragraph (a) aboveabove apply to a Lender; or
(ii) an Obligor becomes obliged to pay any amount in accordance with Clause 9.1 (Illegality) to any Lender, the Company may, on five (5) Business Days’ ' prior notice to the Facility Agent and that LenderLxxxxx, replace that Lender (and its Related Lender, if any) by requiring that Lender (and its Related Lender, if any) to (and, to the extent permitted by law, that Lender (and its Related Lender, if any) shall) transfer transfer, conditional on receipt of the purchase price referred to below, pursuant to Clause 23 26 (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 Parent an Eligible Institution which confirms its willingness to assume and does assume all the obligations of the transferring Lender (and its Related Lender, if any) under each Facility in accordance with Clause 23 26 (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 Lender’s 's (and that of its Related Lender, if any) participation in the outstanding Loans and all accrued interest (to the extent that the Facility Agent has not given a notification under Clause 23.9 26.10 (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 Parent Company shall have no right to replace an Agent or the Security Agent;
(ii) neither the an Agent, Security Agent nor any Lender shall have any obligation to find a replacement Lender; and;
(iii) in no event shall the a 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;
(iv) a Lender (and its Related Lender, if any) shall only be obliged to transfer its rights and obligations pursuant to paragraph (d) 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; and
(v) a Lender shall not be obliged to transfer its rights and obligations pursuant to paragraph (d) above to the extent that the transfer would result in that Lender (or its Related Lender, if any) failing to meet the requirements set out in paragraph (f) of Clause 26.3 (Other conditions of assignment or transfer).
(f) A Lender (and its Related Lender, if any) shall perform the checks described in paragraph (e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and in any event within 10 Business Days after the transferring Lender(s) receive all information and documents reasonably requested by the transferring Lender(s) to perform those checks and shall notify the Facility Agent and the Company when it is satisfied that it has complied with 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 Facility Agent three 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 (other than as set out in paragraph (iv) below) immediately be reduced to zero.
(iii) The Facility Agent shall, as soon as practicable after receipt of a notice referred to in paragraph (i) above, notify all the Lenders.
(iv) That Lender’s Available Commitment relating to each Revolving Facility shall immediately be reduced to the lowest amount possible which does not result in that Lender (or its Related Lender, if any) failing to meet the requirement set out in paragraph (f) of Clause 26.3 (Other conditions of assignment or transfer).
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Cboe Global Markets, Inc.)
Right of replacement or 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 12.1 14.2 (Tax gross-up); or;
(ii) any Lender claims indemnification from the Parent Company or an Obligor under Clause 12.2 14.3 (Tax indemnity) or Clause 13.1 15.1 (Increased costs); or;
(iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost FormulaFormulae); or
(iv) any Lender notifies the Agent of its costs of funding under sub-paragraph (a)(ii) of Clause 12.2 (Market disruption), the Parent Company may, whilst (in the case of sub-paragraphs (i), (ii) and (iiiv) above) the circumstance giving rise to the requirement for that increase or indemnification continues or (in the case of sub-paragraph (iii) above) that Additional Cost Rate is greater than zero, 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 Loans Utilisations 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 whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On the last day of each Interest Period which ends after the Parent Company has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Parent Company in that notice), each Borrower to which a Loan is outstanding the Company shall repay or procure the repayment of that Lender’s participation in that LoanUtilisation.
(d) The Parent Company may, in the circumstances set out in paragraph (a) above, on five (5) three Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, and to the extent permitted by law, that Lender shall) transfer pursuant to Clause 23 25 (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 Parent Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 25 (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 Utilisations and all accrued interest (to the extent that the Agent has not given a notification under Clause 23.9 (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 Parent 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; and
(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.
Appears in 1 contract
Right of replacement or 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 12.1 12.2 (Tax gross-up); or
(ii) any Lender claims indemnification from the Parent a Borrower under Clause 12.2 12.3 (Tax indemnity) or Clause 13.1 (Increased costs)) ; or
(iii) any the Facility Agent receives notification from an Affected Lender notifies the Agent of its Additional Cost Rate under paragraph 3 (b)(iii) of Schedule 4 Clause 10.2 (Mandatory Cost FormulaMarket disruption), the Parent Borrowers may, :
(A) whilst (in the case of paragraphs paragraph (i) and (ii) above) above the circumstance giving rise to the requirement for that increase or indemnification continues or ; or
(B) whilst in the case of paragraph (iii) above) that Additional Cost Rate is greater than zeroabove the Market Disruption Event in relation to the Affected Lender continues, give the Facility Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that LenderXxxxxx’s participation in the Loans Loan or give the Facility Agent notice of its intention to replace that Lender in accordance with paragraph (de) 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 whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On the last day of each Interest Period which ends after the Parent has Borrowers have given notice of cancellation under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Parent Borrowers in that notice), each Borrower to which a Loan is outstanding the Borrowers shall repay that LenderXxxxxx’s participation in that the Loan.
(d) Any partial prepayment under this Clause 7.6 (Right of replacement or repayment and cancellation in relation to a single Lender) shall reduce pro rata the amount of each Repayment Instalment falling after that prepayment by the amount prepaid.
(e) The Parent Borrowers may, in the circumstances set out in paragraph (a) above, on five (5) 10 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 23 30 (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 Parent Borrowers which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 30 (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 LenderXxxxxx’s participation in the outstanding Loans Loan and all accrued interest (to the extent that the Facility Agent has not given a notification under Clause 23.9 30.9 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents.
(ef) The replacement of a Lender pursuant to paragraph (de) above shall be subject to the following conditions:
(i) the Parent Borrowers shall have no right to replace the Agenta Servicing Party;
(ii) neither the Facility Agent nor any Lender shall have any obligation to find a replacement Lender; and;
(iii) in no event shall the Lender replaced under paragraph (de) 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 (e) 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.
(g) A Lender shall perform the checks described in paragraph (f)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (e) above and shall notify the Facility Agent and the Borrowers when it is satisfied that it has complied with those checks.
Appears in 1 contract
Right of replacement or repayment and cancellation in relation to a single Lender. (a) If:
(i) any sum payable to any Lender by an a Transaction Obligor is required to be increased under paragraph (c) of Clause 12.1 12.2 (Tax gross-up)) or under that Clause as incorporated by reference or in full in any other Finance Document; or
(ii) any Lender claims indemnification from the Parent a Borrower under Clause 12.2 12.3 (Tax indemnity) or Clause 13.1 (Increased costs); or
(iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formula), the Parent that Borrower may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zerocontinues, give the Facility Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s Lxxxxx'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) above, the Commitment of that Lender shall immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On the last day of each Interest Period which ends after the Parent has Borrowers have given notice of cancellation under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Parent Borrowers in that notice), each Borrower to which a Loan is outstanding the Borrowers shall repay that Lender’s Lxxxxx's participation in that the Loan.
(d) The Parent Borrowers may, in the circumstances set out in paragraph (a) above, on five (5) 21 Business Days’ ' prior notice to the Facility Agent and that LenderLxxxxx, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 23 28 (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 Parent Borrowers which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 28 (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 Lxxxxx's participation in the outstanding Loans Loan and all accrued interest (to the extent that the Facility Agent has not given a notification under Clause 23.9 28.9 (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 Parent Borrowers shall have no right to replace the Agenta Lender acting in its capacity as a Servicing Party;
(ii) neither the Facility Agent nor any Lender shall have any obligation to find a replacement Lender; and;
(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) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (d) 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.
Appears in 1 contract
Right of replacement or 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 12.1 14.2 (Tax gross-up); or
(ii) any Lender claims indemnification from the Parent a Borrower under Clause 12.2 14.3 (Tax indemnity) or Clause 13.1 15.1 (Increased costs); or
(iii) any the Facility Agent receives notification from a Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 Clause 12.4 (Mandatory Cost FormulaMarket disruption), the Parent Borrowers may, :
(A) whilst (in the case of paragraphs (i) and (ii) above) above the circumstance giving rise to the requirement for that increase or indemnification continues or continues; or
(B) whilst in the case of paragraph (iii) above) that Additional Cost Rate is greater than zeroabove the situation in relation to the relevant Lender continues, give the Facility Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that LenderXxxxxx’s participation in the Loans Loan or give the Facility Agent notice of its intention to replace that Lender in accordance with paragraph (de) 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 whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On the last day of each Interest Period which ends after the Parent has Borrowers have given notice of cancellation under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Parent Borrowers in that notice), each Borrower to which a Loan is outstanding the Borrowers shall repay that LenderXxxxxx’s participation in that the Loan.
(d) Any partial prepayment under this Clause 8.7 (Right of replacement or repayment and cancellation in relation to a single Lender) shall reduce pro rata the amount of each Repayment Instalment falling after that prepayment by the amount prepaid.
(e) The Parent Borrowers may, in the circumstances set out in paragraph (a) above, on five (5) 10 Business Days’ prior notice to the Facility Agent and that LenderXxxxxx, replace that Lender by requiring that Lender Xxxxxx to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 23 32 (Changes to the Lenders) all (and not part only) all of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity selected by the Parent Borrowers which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 32 (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 LenderXxxxxx’s participation in the outstanding Loans Loan and all accrued interest (to the extent that the Facility Agent has not given a notification under Clause 23.9 32.9 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents.
(ef) The replacement of a Lender pursuant to paragraph (de) above shall be subject to the following conditions:
(i) the Parent Borrowers shall have no right to replace the Agenta Servicing Party;
(ii) neither the Facility Agent nor any Lender shall have any obligation to find a replacement Lender; and;
(iii) in no event shall the Lender replaced under paragraph (de) 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 (e) 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.
(g) A Lender shall perform the checks described in paragraph (f)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (e) above and shall notify the Facility Agent and the Borrowers when it is satisfied that it has complied with those checks.
Appears in 1 contract
Samples: Term and Accordion Facilities Agreement (Ardmore Shipping Corp)
Right of replacement or 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 12.1 13.2 (Tax gross-up); or
(ii) any Lender claims indemnification from the Parent Borrower under Clause 12.2 13.3 (Tax indemnity) or Clause 13.1 14.1 (Increased costs); or
(iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost FormulaCosts), the Parent Borrower may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zerocontinues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that APJ/MSXM/076001.00588/80174749.8Page 40 Lender’s participation 's xxxxxcipation 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 be immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On the last day of each Interest Period which ends after the Parent Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Parent Borrower in that notice), each the Borrower to which a Loan is outstanding shall repay that Lender’s participation 's xxxxxcipation in that LoanLoan and that Lender's xxxxxsponding Commitment shall be immediately cancelled in the amount of the participations repaid.
(d) The Parent may, in If:
(i) any of the circumstances set out in paragraph (a) aboveabove apply to a Lender; or
(ii) an Obligor becomes obliged to pay any amount in accordance with Clause 8.1 (Illegality) to any Lender, the Borrower may, on five (5) 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 23 24 (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 Parent an Eligible Institution which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 24 (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 Lender’s participation 's xxxxxcipation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 23.9 24.10 (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 Parent 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; and;
(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) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (d) 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.
(f) A Lender shall perform the checks 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 Borrower when it is satisfied that it has complied with those checks.
Appears in 1 contract
Right of replacement or repayment and cancellation in relation to a single Lender. (a) In this Clause 7.6, "Non-Consenting Lender" means any Lender which does not agree to a consent, waiver or amendment of any provision of the Finance Documents which has been requested by the Company or any other Obligor and, through the Facility Agent, the requested consent, amendment or waiver requires the consent of more than the Majority Lenders, and Lenders holding 662/3 per cent. or more of the Commitments under the Facilities (but excluding those Lenders who are Defaulting Lenders) have agreed to that consent, waiver or amendment.
(b) If:
(i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 12.1 12.2 (Tax gross-up); or;
(ii) any Lender claims indemnification from the Parent Company under Clause 12.2 12.3 (Tax indemnity) or Clause 13.1 (Increased costs); or
(iii) any Lender notifies becomes a Non-Consenting Lender. the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formula), the Parent Company may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zerocontinues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the 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 (de) below.
(bc) On receipt of a notice of cancellation referred to in paragraph (ab) above, the Commitment of that Lender shall immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amountzero.
(cd) On the last day of each Interest Period which ends after the Parent Company has given notice of cancellation under paragraph (ab) above (or, if earlier, the date specified by the Parent Company in that notice), each Borrower to which a Loan is outstanding the Company shall repay that Lender’s 's participation in that Loan.
(de) The Parent Company may, in the circumstances set out in paragraph (ab) above, on five (5) 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 23 (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 Parent Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 (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 's participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 23.9 (Pro rata interest settlement))interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.
(ef) The replacement of a Lender pursuant to paragraph (de) above shall be subject to the following conditions:
(i) the Parent 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; and
(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.
Appears in 1 contract
Samples: Facility Agreement (Synnex Corp)
Right of replacement or 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 12.1 12.2 (Tax gross-up); or;
(ii) any Lender claims indemnification from the Parent Company under Clause 12.2 12.3 (Tax indemnity) or Clause 13.1 (Increased costs); or
(iii) any Lender notifies is a Defaulting Lender; the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formula), the Parent Company may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase increase, indemnification or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zeroDefaulting Lender status continues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the 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) belowL/Gs.
(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 whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On the last day of each Interest Period which ends after the Parent has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Parent in that notice), each Each Borrower to which a Loan Utilisation is outstanding shall repay that Lender’s 's participation in that Loanany such Utilisations.
(d) The Parent Company may, in the circumstances set out in paragraph (a) above, on five (5) three Business Days’ ' prior notice to the Agent and that Lenderthe Lender (or such shorter period as the Majority Lenders may agree), replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) assign and transfer by way of assumption of contract (Vertragsübernahme) pursuant to Clause 23 (Changes to the Lenders) all (and not part only) of its rights and obligations Available Commitment under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (other than a member of the Group) selected by the Parent Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 (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 23.9 (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 Parent 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; and;
(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) the Lender shall only be obliged to assign and transfer its rights and obligations pursuant to paragraph (d) 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.
(f) A Lender shall perform the checks described in paragraph 9.6 (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 complied with those checks.
Appears in 1 contract
Samples: Syndicated L/G Facility Agreement (Hillenbrand, Inc.)
Right of replacement or 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 12.1 13.2 (Tax gross-up); or;
(ii) any Lender claims indemnification from the Parent Company under Clause 12.2 13.3 (Tax indemnity) or Clause 13.1 14.1 (Increased costs); or;
(iii) any Lender notifies the Agent of its Additional Cost Rate Mandatory Cost; or
(iv) any amount payable to any Lender by an Obligor established in France for tax purposes under paragraph 3 a Finance Document is not, or will not be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Obligor by reason of Schedule 4 that amount being (Mandatory Cost Formula)i) paid or accrued to a Lender incorporated, domiciled, established or acting through a Facility Office situated in a Non-Cooperative Jurisdiction, or (ii) paid to an account opened in the name of or for the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction, the Parent Company may, whilst (in the case of paragraphs (i), (ii) and (iiiv) above) the circumstance giving rise to the requirement for that increase increase, indemnification or indemnification non-deductibility for French tax purposes continues or (in the case of paragraph (iii) above) that Additional the Mandatory Cost Rate is greater than zero, give the Agent notice of cancellation of the Commitment Commitment(s) of that Lender and its intention to procure the 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) below.
(b) On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment Commitment(s) of that Lender shall immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On the last day of each Interest Period which ends after the Parent Company has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Parent Company in that notice), each Borrower to which a Loan is outstanding shall repay that Lender’s 's participation in that Loan.
(d) The Parent Company may, in the circumstances set out in paragraph (a) above, on five (5) 5 Business Days’ ' prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, and to the extent permitted by law, that Lender shall) transfer pursuant to Clause 23 24 (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 Parent Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 24 (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 's participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 23.9 (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 Parent 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; and
(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.
Appears in 1 contract
Samples: Senior Facilities Agreement (Alliance Data Systems Corp)
Right of replacement or 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 12.1 14.2 (Tax gross-up); or;
(ii) any Lender claims indemnification from the Parent Borrower under Clause 12.2 14.3 (Tax indemnity) or Clause 13.1 15.1 (Increased costs); oror 118798-4-1-v6.0 - 47 - 70-40539524
(iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 6 (Mandatory Cost Formulaformulae), the Parent Borrower may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase or indemnification continues 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 of that Lender and its intention to procure the 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) 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 whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On the last day of each Interest Period which ends after the Parent Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Parent Borrower in that notice), each the Borrower to which a Loan is outstanding shall repay that Lender’s participation in that Loan.
(d) The Parent Borrower may, in the circumstances set out in paragraph (a) above, on five (5) Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, and to the extent permitted by law, that Lender shall) transfer pursuant to Clause 23 24 (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 Parent Borrower which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 24 (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 23.9 (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 Parent 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; and
(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.
Appears in 1 contract
Samples: Senior Reserve Base Lending Facility Agreement (Fx Energy Inc)
Right of replacement or 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 12.1 13.2 (Tax gross-up); or
(ii) any Lender claims indemnification from the Parent a Borrower under Clause 12.2 13.3 (Tax indemnity) or Clause 13.1 14.1 (Increased costs); or
(iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formula), the Parent Borrowers may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zerocontinues, give the Agent notice of cancellation of the Commitment Commitment(s) of that Lender and its intention to procure the repayment of that LenderXxxxxx’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 Commitment(s) of that Lender shall immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amount.zero.
(c) On the last day of each Interest Period which ends after the Parent has Borrowers have given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Parent Borrowers in that notice), each Borrower to which a Loan is outstanding the Borrowers shall repay that LenderXxxxxx’s participation in that Loan.
(d) The Parent may, in If:
(i) any of the circumstances set out in paragraph (a) aboveabove apply to a Lender; or,
(ii) an Obligor becomes obliged to pay any amount in accordance with Clause 8.3 (Mandatory prepayment – illegality) to any Lender, the Borrowers may, on five thirty (530) 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 23 26 (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 Parent Borrowers which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 26 (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 LenderXxxxxx’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 23.9 26.9 (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 Parent Borrowers shall have no right to replace the Agent;
(ii) neither the Agent nor any Lender shall have any obligation to find a replacement Lender; and;
(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) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (d) 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.
(f) A Lender shall perform the checks 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 Borrower when it is satisfied that it has complied with these checks.
Appears in 1 contract
Samples: Term Loan Facility Agreement (KNOT Offshore Partners LP)
Right of replacement or 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 12.1 17.2 (Tax gross-up); or;
(ii) any Lender claims indemnification from the Parent Company under Clause 12.2 17.3 (Tax indemnity) or Clause 13.1 18.1 (Increased costs); or
(iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formulaformulae), the Parent Company may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase or indemnification continues 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 of that Lender and of any Affiliate of that Lender which is a Swingline Lender and its intention to procure the repayment of that Lender’s 's and any such Affiliate's participation in the Loans or give the Agent notice of its intention to replace that Lender (together with any Affiliate of 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 and any such Affiliate shall immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On the last day of each Interest Period which ends after the Parent Company has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Parent Company in that notice), each Borrower to which a Loan is outstanding shall repay that Lender’s 's participation in that Loan.
(d) The Parent Company may, in the circumstances set out in paragraph (a) above, on five (5) 2 Business Days’ ' prior notice to the Agent and that Lender, replace that Lender (together with any Affiliate of that Lender) by requiring that Lender and that Affiliate to (and, and to the extent permitted by law, that Lender and that Affiliate shall) transfer pursuant to Clause 23 27 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, to another bank or financial institution, trust, fund or other entity selected by the Parent institution that is a Qualifying Swiss Lender which confirms its willingness to assume and does assume all the obligations of the transferring Lender and transferring Affiliate in accordance with Clause 23 27 (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 's and such Affiliate's participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 23.9 27.9 (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 Parent 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; and;
(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;
(iv) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (d) 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; and
(v) a Lender shall not be obliged to transfer its rights and obligations pursuant to paragraph (d) above to the extent that the transfer would result in the Lender (or its Affiliate) failing to meet the requirement set out in paragraph (i) of Clause 27.2 (Conditions of assignment or transfer).
(f) A Lender shall perform the checks 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 complied with those checks.
Appears in 1 contract
Samples: Facilities Agreement (Syngenta Ag)
Right of replacement or repayment and cancellation in relation to a single Lender. (a) If:
(i) any sum payable to any Lender by an Obligor the Borrowers is required to be increased under paragraph (c) of Clause 12.1 11.1 (Tax gross-up); or;
(ii) any Lender claims indemnification from the Parent Borrowers under Clause 12.2 11.2 (Tax indemnity) or Clause 13.1 12.1 (Increased costs); or
(iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formula)becomes a Defaulting Lender, the Parent Borrowers may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zerocontinues, 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 Loans Loan 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 whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On the last day of each Interest Period which ends after the Parent has Borrowers have given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Parent Borrowers in that notice), each Borrower to which a Loan is outstanding the Borrowers shall repay that Lender’s participation in that the Loan.
(d) The Parent Borrowers may, in the circumstances set out in paragraph (a) above, above on five three (53) Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, and to the extent permitted by law, that Lender shall) transfer pursuant to Clause 23 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, bank or financial institution, trust, fund or other entity institution selected by the Parent Borrower which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 (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 23.9 (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 Parent Borrowers shall have no right to replace the Agent;
(ii) the consents of the Majority Lenders and the Agent are required and the consent of the Majority Lenders may not be unreasonably withheld or delayed;
(iii) neither the Agent nor any Lender shall have any obligation to find a replacement Lender; and
(iiiiv) 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 DocumentsDocuments or otherwise.
Appears in 1 contract
Samples: Senior Secured Post Delivery Term Loan Facility Agreement (Knightsbridge Shipping LTD)
Right of replacement or repayment and cancellation in relation to a single Lender. (a) If:
(i) any sum payable to any Lender by an a Transaction Obligor is required to be increased under paragraph (c) of Clause 12.1 12.2 (Tax gross-up); or
(ii) any Lender claims indemnification from the Parent Borrower under Clause 12.2 12.3 (Tax indemnity) or Clause 13.1 (Increased costs); or
(iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost FormulaCosts), the Parent Borrower may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase or indemnification continues or (in and with the case prior consent of paragraph (iii) above) that Additional Cost Rate is greater than zerothe Italian Authorities, give the Agent notice of cancellation of the Commitment of that Lender Lxxxxx and its intention to procure the repayment of that Lender’s Lxxxxx'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 be immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On the last day of each Interest Period which ends after the Parent Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Parent Borrower in that notice), each the Borrower to which a Loan is outstanding shall repay that Lender’s Lxxxxx's participation in that LoanLoan and that Lxxxxx's corresponding Commitment shall be immediately cancelled in the amount of the participation repaid.
(d) The Parent may, in If:
(i) any of the circumstances set out in paragraph (a) aboveabove apply to a Lender; or
(ii) the Borrower becomes obliged to pay any amount in accordance with Clause 7.1 (Illegality and Sanctions) or Clause 7.2 (Further illegality) to any Lender, the Borrower may on five (5) Business Days’ ' prior notice to the Agent and that LenderLxxxxx and with the prior consent of the Italian Authorities, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 23 28 (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 Parent an Eligible Institution which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 28 (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 Lender’s Lxxxxx's participation in the outstanding Loans and all accrued interest interest, Break Costs or (to the extent that the Agent has not given a notification under Clause 23.9 (Pro rata interest settlement)), where applicable) SIMEST 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 Parent 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; and;
(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 Lxxxxx; and
(iv) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (d) 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.
(f) A Lender shall perform the Finance Documentschecks described in sub-paragraph (iv) of paragraph (e) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks.
Appears in 1 contract
Samples: Loan Agreement (Norwegian Cruise Line Holdings Ltd.)
Right of replacement or 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 12.1 12.2 (Tax gross-up); or
(ii) any Lender claims indemnification from the Parent Borrower under Clause 12.2 12.3 (Tax indemnity) or Clause 13.1 (Increased costs); or
(iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formula), the Parent Borrower may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zerocontinues, give the Agent notice of cancellation of the Commitment Commitment(s) of that Lender and its intention to procure the repayment of that LenderXxxxxx’s participation in the Loans Loan 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 whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On the last day of each Interest Period which ends after the Parent Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Parent Borrower in that notice), each the Borrower to which a the Loan is outstanding shall repay that LenderXxxxxx’s participation in the Loan and that LoanXxxxxx’s corresponding Commitment(s) shall be immediately cancelled in the amount of the participations repaid.
(d) The Parent may, in If:
(i) any of the circumstances set out in paragraph (a) aboveabove apply to a Lender; or
(ii) an Obligor becomes obliged to pay any amount in accordance with Clause 7.1 (Illegality) to any Lender, the Borrower may, on five (5) 5 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 23 (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 Parent an Eligible Institution which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 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 LenderXxxxxx’s participation in the outstanding Loans Loan and all accrued interest (to the extent that the Agent has not given a notification under Clause 23.9 23.10 (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 Parent 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; and;
(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) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (d) 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.
(f) A Lender shall perform the checks 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 Borrower when it is satisfied that it has complied with those checks.
Appears in 1 contract
Right of replacement or 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 12.1 13.2 (Tax gross-up); or;
(ii) any Lender claims indemnification from the Parent Company under Clause 12.2 13.3 (Tax indemnity) or Clause 13.1 14.1 (Increased costsCosts); , or
(iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 5 (Mandatory Cost FormulaFormulae), the Parent Company may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase or indemnification continues or (continues, 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 of that Lender and its intention to procure the 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) 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 whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On the last day of each Interest Period which ends after the Parent Company has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Parent Company in that notice), each Borrower to which a Loan is outstanding shall repay that Lender’s participation in that Loan.
(d) The Parent Company may, (i) in the circumstances set out in paragraph (a) above, or (ii) pursuant to Clause 8.1 (Illegality) on five (5) 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 23 24 (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 Parent Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 24 (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 23.9 24.9 (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 Parent 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; and
(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.
(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 5 Business Days’ notice of (A) cancellation of each Available Commitment of that Lender and the date thereof, and, if it so wishes (B) its intention to procure the repayment of that Lender’s participation in the Loans and the date thereof.
(ii) On the notice referred to in paragraph (i)(A) 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.
(iv) On the last day of each Interest Period which ends after the Company has given notice of repayment under paragraph (i) above (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Loan is outstanding shall repay that Lender’s participation in that Loan.
(g) Paragraphs (a) and (d) above do not limit the obligations of any Finance Party under Clause 16.1 (Mitigation).
Appears in 1 contract
Right of replacement or 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 12.1 12.2 (Tax gross-up); or
(ii) any Lender claims indemnification from the Parent Company under Clause 12.2 12.3 (Tax indemnity) or Clause 13.1 (Increased costs); or
(iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formula), the Parent Company may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zerocontinues, 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 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 whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On the last day of each Interest Period which ends after the Parent Company has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Parent Company in that notice), each Borrower to which a Loan is outstanding shall repay that Lender’s participation in that Loan.
(d) The Parent Company may, in the circumstances set out in paragraph (a) above, on five (5) 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 23 (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 Parent Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 (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 23.9 23.8 (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 Parent Company shall have no right to replace the AgentAgent (in its capacity as such);
(ii) neither the Agent nor any Lender shall have any obligation to find a replacement Lender; and
(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.
(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 five 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.
Appears in 1 contract
Samples: Facility Agreement (Delhaize Group)
Right of replacement or 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 12.1 12.2 (Tax gross-up); or;
(ii) any Lender claims indemnification from the Parent Company under Clause 12.2 12.3 (Tax indemnity) or Clause 13.1 (Increased costs); or
(iii) any Lender notifies is a Defaulting Lender; the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formula), the Parent Company may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase increase, indemnification or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zeroDefaulting Lender status 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 Loans or give the Agent notice of its intention to replace that Lender in accordance with paragraph (d) belowL/Gs.
(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 whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On the last day of each Interest Period which ends after the Parent has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Parent in that notice), each Each Borrower to which a Loan Utilisation is outstanding shall repay that Lender’s participation in that Loanany such Utilisations.
(d) The Parent Company may, in the circumstances set out in paragraph (a) above, on five (5) three Business Days’ prior notice to the Agent and that Lenderthe Lender (or such shorter period as the Majority Lenders may agree), replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) assign and transfer by way of assumption of contract (Vertragsübernahme) pursuant to Clause 23 (Changes to the Lenders) all (and not part only) of its rights and obligations Available Commitment under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity selected by the Parent Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 (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 23.9 (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 Parent 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; and;
(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) the Lender shall only be obliged to assign and transfer its rights and obligations pursuant to paragraph (d) 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.
(f) A Lender shall perform the checks described in paragraph 9.6(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 complied with those checks.
Appears in 1 contract
Samples: Syndicated L/G Facility Agreement (Hillenbrand, Inc.)
Right of replacement or repayment and cancellation 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 12.1 12.2 (Tax gross-upTaxes); or
(ii) any Lender claims indemnification from the Parent Borrower under Clause 12.2 12.3 (Tax indemnity) or Clause 13.1 (Increased costs); or
(iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formula), the Parent Borrower may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zerocontinues, give the Agent notice of cancellation of the Commitment Commitment(s) of that Lender and its intention to procure the repayment of that LenderLxxxxx’s participation in the Loans Utilisations 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) aboveabove in relation to a Lender, the Commitment Commitment(s) of that Lender shall immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On the last day of each Interest Period which ends after the Parent Borrower has given notice of cancellation under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Parent Borrower in that notice), each the Borrower to which a Loan is outstanding shall repay that LenderLxxxxx’s participation in that LoanUtilisation.
(d) The Parent may, in If:
(i) any of the circumstances set out in paragraph (a) aboveabove apply to a Lender; or
(ii) the Borrower becomes obliged to pay any amount in accordance with Clause 7.1 (Illegality) to any Lender, the Borrower may, on five twenty (520) 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 23 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 Parent an Eligible Institution which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 22 (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 Utilisations and all accrued interest (to the extent that the Agent has not given a notification under Clause 23.9 22.9 (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 Parent 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; and;
(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) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (d) 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.
(f) A Lender shall perform the checks 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 Borrower when it is satisfied that it has complied with those checks.
Appears in 1 contract
Right of replacement or 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 12.1 12.2 (Tax gross-up); or
(ii) any Lender claims indemnification from the Parent Borrower under Clause 12.2 12.3 (Tax indemnity) or Clause 13.1 (Increased costs); or
(iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formula), the Parent Borrower may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zerocontinues, 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 Loans Loan 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 whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On the last day of each Interest Period which ends after the Parent Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Parent Borrower in that notice), each the Borrower to which a Loan is outstanding shall repay that Lender’s participation in that the Loan.
(d) The Parent may, in If:
(i) any of the circumstances set out in paragraph (a) aboveabove apply to a Lender; or,
(ii) an Obligor becomes obliged to pay any amount in accordance with Clause 7.3 (Illegality) to any Lender, the Borrower, on five thirty (530) 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 23 25 (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 Parent Borrower which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 25 (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 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 23.9 25.6 (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 Parent 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; and
(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.
Appears in 1 contract
Right of replacement or 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 12.1 14.2 (Tax gross-up); or
(ii) any Lender claims indemnification from the Parent Company under Clause 12.2 14.3 (Tax indemnity) or Clause 13.1 15.1 (Increased costs); or
(iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formula), the Parent Company may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zerocontinues, give the Facility Agent notice of cancellation of all of the Commitment Commitment(s) of that Lender (and its Related Lender, if any) and its intention to procure the repayment of that Lender’s (and that of its Related Lender, if any) participation in the Loans or give the Facility Agent notice of its intention to replace that Lender (and its Related Lender, if any) in accordance with paragraph (d) below.
(b) On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment Commitment(s) of that Lender (and its Related Lender, if any) shall immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On the last day of each Interest Period which ends after the Parent Company has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Parent Company in that notice), each Borrower to which a Loan is outstanding the Company shall repay that Lender’s the participation in each Loan of that LoanLender (and its Related Lender, if any).
(d) The Parent may, in If:
(i) any of the circumstances set out in paragraph (a) aboveabove apply to a Lender; or
(ii) an Obligor becomes obliged to pay any amount in accordance with Clause 9.1 (Illegality) to any Lender, the Company may, on five (5) Business Days’ prior notice to the Facility Agent and that LenderLxxxxx, replace that Lender (and its Related Lender, if any) by requiring that Lender (and its Related Lender, if any) to (and, to the extent permitted by law, that Lender (and its Related Lender, if any) shall) transfer transfer, conditional on receipt of the purchase price referred to below, pursuant to Clause 23 26 (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 Parent an Eligible Institution which confirms its willingness to assume and does assume all the obligations of the transferring Lender (and its Related Lender, if any) under each Facility in accordance with Clause 23 26 (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 Lender’s (and that of its Related Lender, if any) participation in the outstanding Loans and all accrued interest (to the extent that the Facility Agent has not given a notification under Clause 23.9 26.10 (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 Parent Company shall have no right to replace an Agent or the Security Agent;
(ii) neither the an Agent, Security Agent nor any Lender shall have any obligation to find a replacement Lender; and;
(iii) in no event shall the a 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;
(iv) a Lender (and its Related Lender, if any) shall only be obliged to transfer its rights and obligations pursuant to paragraph (d) 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; and
(v) a Lender shall not be obliged to transfer its rights and obligations pursuant to paragraph (d) above to the extent that the transfer would result in that Lender (or its Related Lender, if any) failing to meet the requirements set out in paragraph (f) of Clause 26.3 (Other conditions of assignment or transfer).
(f) A Lender (and its Related Lender, if any) shall perform the checks described in paragraph (e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and in any event within 10 Business Days after the transferring Lender(s) receive all information and documents reasonably requested by the transferring Lender(s) to perform those checks and shall notify the Facility Agent and the Company when it is satisfied that it has complied with 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 Facility Agent three 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 (other than as set out in paragraph (iv) below) immediately be reduced to zero.
(iii) The Facility Agent shall, as soon as practicable after receipt of a notice referred to in paragraph (i) above, notify all the Lenders.
(iv) That Lender’s Available Commitment relating to each Revolving Facility shall immediately be reduced to the lowest amount possible which does not result in that Lender (or its Related Lender, if any) failing to meet the requirement set out in paragraph (f) of Clause 26.3 (Other conditions of assignment or transfer).
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Cboe Global Markets, Inc.)
Right of replacement or 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 12.1 (Tax gross-up); or
(ii) any Lender claims indemnification from the Parent Borrower under Clause 12.2 (Tax indemnity) or Clause 13.1 (Increased costs); or
(iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formula), the Parent Borrower may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zerocontinues, 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 Loans Loan 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 whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On the last day of each Interest Period which ends after the Parent Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Parent Borrower in that notice), each the Borrower to which a Loan is outstanding shall repay that Lender’s participation in that Loan.
(d) The Parent Borrower may, in the circumstances set out in paragraph (a) above, on five (5) ten 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 23 25 (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 Parent Borrower which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 25 (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 23.9 (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 Parent 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; and
(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.
Appears in 1 contract
Right of replacement or 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 12.1 14.2 (Tax gross-gross- up); or;
(ii) any Lender claims indemnification from the Parent Company or an Obligor under Clause 12.2 14.3 (Tax indemnity) or Clause 13.1 15.1 (Increased costs); or;
(iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost FormulaFormulae); or
(iv) any Lender notifies the Agent of its costs of funding under sub-paragraph (a)(ii) of Clause 12.2 (Market disruption), the Parent Company may, whilst (in the case of sub-paragraphs (i), (ii) and (iiiv) above) the circumstance giving rise to the requirement for that increase or indemnification continues or (in the case of sub-paragraph (iii) above) that Additional Cost Rate is greater than zero, 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 Loans Utilisations 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 whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On the last day of each Interest Period which ends after the Parent Company has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Parent Company in that notice), each Borrower to which a Loan is outstanding the Company shall repay or procure the repayment of that Lender’s participation in that LoanUtilisation.
(d) The Parent Company may, in the circumstances set out in paragraph (a) above, on five (5) three Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, and to the extent permitted by law, that Lender shall) transfer pursuant to Clause 23 25 (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 Parent Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 25 (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 Utilisations and all accrued interest (to the extent that the Agent has not given a notification under Clause 23.9 (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 Parent 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; and
(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.
Appears in 1 contract
Samples: Facility Agreement
Right of replacement or 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 pursuant to Clause 12.1 (Tax grossGross-up); or;
(ii) any Lender claims indemnification from the Parent a Borrower under Clause 12.2 (Tax indemnityIndemnity) or Clause 13.1 (Increased costsCosts); or
(iii) any Lender notifies the Agent an Additional Costs Rate is required in respect of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formula)such Lender, the Parent Co-ordinator may, whilst (in the case of paragraphs (i) and (ii) above) the such circumstance giving rise to the requirement for that increase or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zerocontinues, give the Facility Agent notice of cancellation of the Commitment of that such Lender and its intention to procure the repayment of that Lender’s participation in the Loans Advances or give the Facility 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 whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On the last day of each Interest Period Term which ends after the Parent Co-ordinator has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Parent Co-ordinator in that notice), each Borrower to which a Loan an Advance is outstanding shall repay that Lender’s participation in that LoanAdvance.
(d) The Parent Co-ordinator may, in the circumstances set out in paragraph (a) above, on five (5) within 10 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 23 30 (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 Parent Co-ordinator which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 30 (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 Advances and all accrued interest (to the extent that the Agent has not given a notification under Clause 23.9 (Pro rata interest settlement))interest, Break Costs and other amounts payable in relation thereto under the Senior Finance Documents.
(e) The replacement of a Lender pursuant to paragraph (d) above shall be subject to the following conditions:
(i) the Parent Co-ordinator 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; and
(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 Senior Finance Documents.
Appears in 1 contract
Samples: Avis Europe Interim Fleet Financing Facility Agreement (Avis Budget Group, Inc.)
Right of replacement or repayment and cancellation 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 12.1 13.2 (Tax gross-up); or;
(ii) any Lender claims indemnification from the Parent Borrower under Clause 12.2 13.3 (Tax indemnity) or Clause 13.1 14.1 (Increased costs); or
(iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formulaformulae), the Parent Borrower may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase or indemnification continues or 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 of that Lender and its intention to procure the 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) 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 whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On the last day of each Interest Period which ends after the Parent Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Parent Borrower in that notice), each the Borrower to which a Loan is outstanding shall repay that Lender’s participation in that Loan.
(d) The Parent Borrower may, in the circumstances set out in paragraph (a) above, on five (5) 5 Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent such assignment and transfer by assumption of contract (Vertragsübernahme) is permitted by lawapplicable laws and regulations, that Lender shall) assign and transfer by assumption of contract (Vertragsübernahme) pursuant to Clause 23 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 Parent Borrower which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 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 and all accrued interest (to the extent that the Agent has not given a notification under Clause 23.9 22.8 (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 Parent Borrower shall have no right to replace the Agent;
(ii) neither the Agent nor any Lender shall have any obligation to find a replacement LenderLender (without prejudice to Clause 16.1 (Mitigation)); and
(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.
(f) Without prejudice to Clause 33.4 (Replacement of a Defaulting Lender):
(i) If any Lender becomes a Defaulting Lender, the Borrower may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent 4 Business Days’ notice of cancellation of the Available Commitment of that Lender.
(ii) On the notice referred to in paragraph (i) above becoming effective, the 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.
Appears in 1 contract
Samples: Credit Facility Agreement (Sap Ag)
Right of replacement or 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 12.1 12.2 (Tax gross-up); or
(ii) any Lender claims indemnification from the Parent Company under Clause 12.2 12.3 (Tax indemnity) or Clause 13.1 (Increased costs); or
(iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formula), the Parent Company may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zerocontinues, 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 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 whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On the last day of each Interest Period which ends after the Parent Company has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Parent Company in that notice), each Borrower to which a Loan is outstanding shall repay that Lender’s participation in that Loan.
(d) The Parent Company may, in the circumstances set out in paragraph (a) above, on five (5) 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 23 (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 Parent Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 (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 23.9 23.8 (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 Parent 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; and
(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.
(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 five 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.
Appears in 1 contract
Samples: Facility Agreement (Delhaize Group)
Right of replacement or 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 12.1 12.2 (Tax gross-up); or
(ii) any Lender claims indemnification from the Parent Borrower under Clause 12.2 12.3 (Tax indemnity) or Clause 13.1 (Increased costs); or
(iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formula), the Parent Borrower may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zerocontinues, give the Agent notice of cancellation of the Commitment Commitment(s) of that Lender and its intention to procure the repayment of that LenderXxxxxx’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 whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On the last day of each Interest Period which ends after the Parent Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Parent Borrower in that notice), each the Borrower to which a Loan is the Loans are outstanding shall repay that LenderXxxxxx’s participation in the Loans and that LoanXxxxxx’s corresponding Commitment(s) shall be immediately cancelled in the amount of the participations repaid.
(d) The Parent may, in If:
(i) any of the circumstances set out in paragraph (a) aboveabove apply to a Lender; or
(ii) an Obligor becomes obliged to pay any amount in accordance with Clause 7.1 (Illegality) to any Lender, the Borrower may, on five (5) 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 23 (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 Parent an Eligible Institution which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 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 LenderXxxxxx’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 23.9 23.10 (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 Parent 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; and;
(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) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (d) 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.
(f) A Lender shall perform the checks 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 Borrower when it is satisfied that it has complied with those checks.
Appears in 1 contract
Right of replacement or repayment and cancellation in relation to a single Lender. (a) If:
(i) any sum payable to any Lender by an Obligor a Borrower is required to be increased under paragraph (c) of Clause 12.1 12.2 (Tax gross-up)) or under that clause as incorporated by reference or in full in any other Finance Document; or
(ii) any Lender claims indemnification from the Parent a Borrower under Clause 12.2 12.3 (Tax indemnity) or Clause 13.1 13 (Increased costs); or
(iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formula), the Parent Borrowers may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase increase, indemnification or indemnification consent continues or (in the case and provided that there is no Event of paragraph (iii) above) that Additional Cost Rate Default which is greater than zerocontinuing, give the Facility Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that LenderXxxxxx’s participation in the Loans Loan or give the Facility 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 whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On the last day of each Interest Period which ends after the Parent has Borrowers have given notice of cancellation under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Parent Borrowers in that notice), each Borrower to which a Loan is outstanding the Borrowers shall repay that LenderXxxxxx’s participation in that the Loan.
(d) The Parent Borrowers may, in the circumstances set out in paragraph (a) above, on five (5) 15 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 23 27 (Changes to the LendersLenders and the Hedge Counterparties) 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 Parent Borrowers which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 27 (Changes to the LendersLenders and the Hedge Counterparties) 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 LenderXxxxxx’s participation in the outstanding Loans Loan and all accrued interest (to the extent that the Facility Agent has not given a notification under Clause 23.9 27.10 (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 Parent Borrowers shall have no right to replace the Agenta Lender acting in its capacity as a Servicing Party;
(ii) the replacement Lender shall be acceptable to the Facility Agent unless it is an existing Lender or an Affiliate of an existing Lender;
(iii) neither the Facility Agent nor any Lender shall have any obligation to find a replacement Lender; and;
(iiiiv) 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
(v) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (d) 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.
(f) A Lender shall perform the checks described in sub-paragraph (v) of paragraph (e) 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 Borrowers when it is satisfied that it has complied with those checks.
Appears in 1 contract
Right of replacement or 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 12.1 (Tax gross-upclause 12.2(c); or
(ii) any Lender claims indemnification from the Parent Borrower under Clause 12.2 clause 12.3 (Tax indemnity) or Clause clause 13.1 (Increased costs); or
(iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formula), the Parent Borrower may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate and provided no Default is greater than zerothen continuing, give the Facility Agent notice of cancellation of the Commitment of that Lender Lxxxxx and its intention to procure the repayment of that Lender’s Lxxxxx's participation in the Loans or give the Facility Agent notice of its intention to replace that Lender in accordance with paragraph (d) belowclause 7.3(d).
(b) On receipt of a notice of cancellation referred to in paragraph (a) aboveclause 7.3(a), the Commitment of that Lender shall immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On the last day of each Interest Period which ends after the Parent Borrower has given notice of cancellation under paragraph (aclause 7.3(a) above (or, if earlier, the date specified by the Parent Borrower in that notice), each the Borrower to which a Loan is outstanding shall repay that Lender’s Lxxxxx's participation in that Loanthe outstanding Loans.
(d) The Parent If:
(i) any of the circumstances set out in clause 7.3(a) apply to any Lender; or
(ii) an Obligor becomes obliged to pay any amount in accordance with clause 6.1 (Illegality), the Borrowers may, in the circumstances set out in paragraph (a) aboveclause 7.3(a), on five (5) 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 clause 23 (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 Permitted Transferee selected by the Parent Borrower which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause clause 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 Lender’s Lxxxxx's participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 23.9 (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 (dclause 7.3(d) above shall be subject to the following conditions:
(i) the Parent Borrower shall not have no a right to replace the Facility Agent;
(ii) neither the Facility Agent nor any Lender shall have any obligation to find a replacement Lender; and;
(iii) in no event shall the Lender replaced under paragraph (dclause 7.3(d) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents; and
(iv) that Lender shall only be obliged to transfer its rights and obligations pursuant to clause 7.3(d) 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.
(f) A Lender shall perform the checks described in clause 7.3(e)(iv) as soon as reasonably practicable following delivery of a notice referred to in clause 7.3(d) and shall notify the Facility Agent and the Obligors' Agent when it is satisfied that it has complied with those checks.
Appears in 1 contract
Right of replacement or repayment and cancellation in relation to a single Lender. (a) In this Clause 7.6, "Non-Consenting Lender" means any Lender which does not agree to a consent, waiver or amendment of any provision of the Finance Documents which has been requested by the Company or any other Obligor and, through the Facility Agent, the requested consent, amendment or waiver requires the consent of more than the Majority Lenders, and Lenders holding 85 per cent. or more of the Commitments under the Facilities have agreed to that consent, waiver or amendment.
(b) If:
(i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 12.1 12.2 (Tax gross-up); or;
(ii) any Lender claims indemnification from the Parent Company under Clause 12.2 12.3 (Tax indemnity) or Clause 13.1 (Increased costs); or
(iii) any Lender notifies becomes a Non-Consenting Lender. the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formula), the Parent Company may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zerocontinues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the 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 (de) below.
(bc) On receipt of a notice of cancellation referred to in paragraph (ab) above, the Commitment of that Lender shall immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amountzero.
(cd) On the last day of each Interest Period which ends after the Parent Company has given notice of cancellation under paragraph (ab) above (or, if earlier, the date specified by the Parent Company in that notice), each Borrower to which a Loan is outstanding the Company shall repay that Lender’s 's participation in that Loan.
(de) The Parent Company may, in the circumstances set out in paragraph (ab) above, on five (5) 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 23 (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 Parent Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 (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 's participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 23.9 23.8 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents.
(ef) The replacement of a Lender pursuant to paragraph (de) above shall be subject to the following conditions:
(i) the Parent 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; and
(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.
Appears in 1 contract
Samples: Facility Agreement (Synnex Corp)
Right of replacement or 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 12.1 14.2 (Tax gross-up); or
(ii) any Lender claims indemnification from the Parent a Borrower under Clause 12.2 14.3 (Tax indemnity) or Clause 13.1 15.1 (Increased costs); or
(iii) any the Facility Agent receives notification from a Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 Clause 12.4 (Mandatory Cost FormulaMarket disruption), the Parent Borrowers may, :
(A) whilst (in the case of paragraphs (i) and (ii) above) above the circumstance giving rise to the requirement for that increase or indemnification continues or continues; or
(B) whilst in the case of paragraph (iii) above) that Additional Cost Rate is greater than zeroabove the situation in relation to the relevant Lender 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 Xxxxxx's participation in the Loans Loan or give the Facility Agent notice of its intention to replace that Lender in accordance with paragraph (de) 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 whereupon the Total Commitments shall be reduced by the same amountzero.
(c) On the last day of each Interest Period which ends after the Parent has Borrowers have given notice of cancellation under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Parent Borrowers in that notice), each Borrower to which a Loan is outstanding the Borrowers shall repay that Lender’s Xxxxxx's participation in that the Loan.
(d) Any partial prepayment under this Clause 8.8 (Right of replacement or repayment and cancellation in relation to a single Lender) shall reduce pro rata the amount of each Repayment Instalment falling after that prepayment by the amount prepaid.
(e) The Parent Borrowers may, in the circumstances set out in paragraph (a) above, on five (5) 10 Business Days’ ' prior notice to the Facility Agent and that LenderXxxxxx, replace that Lender by requiring that Lender Xxxxxx to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 23 32 (Changes to the Lenders) all (and not part only) all of its rights and obligations under this 61 EUROPE/73091764v9 Agreement to a Lender or other bank, financial institution, trust, fund or other entity selected by the Parent Borrowers which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 23 32 (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 Xxxxxx's participation in the outstanding Loans Loan and all accrued interest (to the extent that the Facility Agent has not given a notification under Clause 23.9 32.9 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents.
(ef) The replacement of a Lender pursuant to paragraph (de) above shall be subject to the following conditions:
(i) the Parent Borrowers shall have no right to replace the Agenta Servicing Party;
(ii) neither the Facility Agent nor any Lender shall have any obligation to find a replacement Lender; and;
(iii) in no event shall the Lender replaced under paragraph (de) 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 (e) 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.
(g) A Lender shall perform the checks described in paragraph (f)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (e) above and shall notify the Facility Agent and the Borrowers when it is satisfied that it has complied with those checks.
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Samples: Term, Revolving and Accordion Facilities Agreement (Ardmore Shipping Corp)
