Common use of Right of replacement Clause in Contracts

Right of replacement. or cancellation and prepayment in relation to a single Lender (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under clause 12.2 (Tax gross-up); (ii) any Lender claims indemnification from the Borrower under clause 12.3 (Tax indemnity) or clause 13 (Increased Costs); or (iii) any Lender becomes a Defaulting Lender, the Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues or whilst the relevant Lender continues to be a Defaulting Lender, give the Agent notice of cancellation of the Commitments of that Lender and its intention to procure the repayment of that Lxxxxx’s participation in the Loan or give the Agent notice of its intention to replace that Lender in accordance with clause 7.6(d). (b) On receipt of a notice referred to in clause 7.6(a) above, the Available Commitments of that Lender shall immediately be reduced to zero and (unless the Available Commitments of the relevant Lender are replaced in accordance with clause 7.6(d)) the Total Commitments shall be reduced accordingly. The Agent shall as soon as practicable after receipt of a notice referred to in clause 7.6(a)(iii) above, notify all the Lenders. (c) On the last day of each Interest Period which ends after the Borrower has given notice under clause 7.6(a) above in relation to a Lender (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that Lxxxxx’s participation in the Loan and that Lxxxxx’s corresponding Available Commitment shall be immediately cancelled in the amount of the participations repaid. (d) The Borrower may, in the circumstances set out in clause 7.6(a), on 15 Business Days’ prior notice to the Agent and that Lender or in the circumstances set out in clause 7.1, on 15 Business Days’ prior notice to the Agent and that Lender (subject to such period not extending beyond the earlier of the dates referred to in clause 7.1(c)), replace that Lender by requiring that Lender to assign (and, to the extent permitted by law, that Lender shall assign) pursuant to clause 31 (Changes to the Lenders) all (and not part only) of its rights under this Agreement to a Lender or other bank, financial institution or fund selected by the Borrower which confirms its willingness to undertake and does undertake all the obligations of the assigning Lender in accordance with clause 31 (Changes to the Lenders) for a purchase price in cash or other cash payment payable at the time of the assignment equal to the aggregate of: (i) the outstanding principal amount of such Lxxxxx’s participation in the Loan; (ii) all accrued interest owing to such Lender; (iii) the Break Costs which would have been payable to such Lender pursuant to clause 10.4 (Break Costs) had the Borrower prepaid in full that Lxxxxx’s participation in the Loan on the date of the assignment; and (iv) all other amounts payable to that Lender under the Finance Documents on the date of the assignment. (e) The replacement of a Lender pursuant to clause 7.6(d) shall be subject to the following conditions: (i) the Borrower shall have no right to replace the Agent; (ii) neither the Agent nor any Lender shall have any obligation to find a replacement Lender; (iii) in no event shall the Lender replaced under clause 7.6(d) 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 its rights pursuant to clause 7.6(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 assignment. (f) A Lender shall perform the checks described in clause 7.6(e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in clause 7.6(d) above and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks.

Right of replacement. or repayment and cancellation and prepayment in relation to a single Lender (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under clause paragraph (c) of Clause 12.2 (Tax gross-up);; or (ii) any Lender claims indemnification from the Borrower under clause Clause 12.3 (Tax indemnity) or clause 13 Clause 13.1 (Increased Costscosts); or (iii) any Lender becomes a Defaulting Lender, the Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues or whilst the relevant Lender continues to be a Defaulting Lendercontinues, give the Agent notice of cancellation of the Commitments Commitment(s) of that Lender and its intention to procure the repayment of that LxxxxxXxxxxx’s participation in the Loan Loans or give the Agent notice of its intention to replace that Lender in accordance with clause 7.6(d)paragraph (d) below. (b) On receipt of a notice of cancellation referred to in clause 7.6(aparagraph (a) above, the Available Commitments Commitment(s) of that Lender shall be immediately be reduced to zero and (unless the Available Commitments of the relevant Lender are replaced in accordance with clause 7.6(d)) the Total Commitments shall be reduced accordingly. The Agent shall as soon as practicable after receipt of a notice referred to in clause 7.6(a)(iii) above, notify all the Lenderszero. (c) On the last day of each Interest Period which ends after the Borrower has given notice of cancellation under clause 7.6(aparagraph (a) above in relation to a Lender (or, if earlier, the date specified by the Borrower in that notice), the Borrower to which a Loan is outstanding shall repay that LxxxxxXxxxxx’s participation in the that Loan and that LxxxxxXxxxxx’s corresponding Available Commitment Commitment(s) shall be immediately cancelled in the amount of the participations repaid. (d) The Borrower may, in If: (i) any of the circumstances set out in clause 7.6(a)paragraph (a) above 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 15 five (5) Business Days’ prior notice to the Agent and that Lender or in the circumstances set out in clause 7.1, on 15 Business Days’ prior notice to the Agent and that Lender (subject to such period not extending beyond the earlier of the dates referred to in clause 7.1(c))Lender, replace that Lender by requiring that Lender to assign (and, to the extent permitted by law, that Lender shall assignshall) transfer pursuant to clause 31 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 or fund selected by the Borrower an Eligible Institution which confirms its willingness to undertake assume and does undertake assume all the obligations of the assigning transferring Lender in accordance with clause 31 Clause 23 (Changes to the Lenders) for a purchase price in cash or other cash payment payable at the time of the assignment transfer in an amount equal to the aggregate of: (i) the outstanding principal amount of such LxxxxxXxxxxx’s participation in the Loan; (ii) outstanding Loans and all accrued interest owing (to such Lender; the extent that the Agent has not given a notification under Clause 23.11 (iiiPro rata interest settlement)) the Break Costs which would have been payable to such Lender pursuant to clause 10.4 (Break Costs) had the Borrower prepaid in full that Lxxxxx’s participation in the Loan on the date of the assignment; and (iv) all and other amounts payable to that Lender in relation thereto under the Finance Documents on the date of the assignmentDocuments. (e) The replacement of a Lender pursuant to clause 7.6(dparagraph (d) above shall be subject to the following conditions: (i) the Borrower shall have no right to replace the Agent; (ii) neither the Agent nor any Lender shall have any obligation to find a replacement Lender; (iii) in no event shall the Lender replaced under clause 7.6(dparagraph (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 transfer its rights and obligations pursuant to clause 7.6(dparagraph (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 assignmenttransfer. (f) A Lender shall perform the checks described in clause 7.6(e)(ivparagraph (e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in clause 7.6(dparagraph (d) above and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks.

Right of replacement. or repayment and cancellation and prepayment in relation to a single Lender (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under clause paragraph (c) of Clause 12.2 (Tax gross-up);; or (ii) any Lender claims indemnification from the Borrower under clause Clause 12.3 (Tax indemnity) or clause 13 Clause 13.1 (Increased Costscosts); or (iii) any Lender becomes a Defaulting Lender, the Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues or whilst the relevant Lender continues to be a Defaulting Lendercontinues, give the Agent notice of cancellation of the Commitments Commitment(s) of that Lender and its intention to procure the repayment of that LxxxxxXxxxxx’s participation in the Loan Loans or give the Agent notice of its intention to replace that Lender in accordance with clause 7.6(d)paragraph (d) below. (b) On receipt of a notice of cancellation referred to in clause 7.6(aparagraph (a) above, the Available Commitments Commitment(s) of that Lender shall be immediately be reduced to zero and (unless the Available Commitments of the relevant Lender are replaced in accordance with clause 7.6(d)) the Total Commitments shall be reduced accordingly. The Agent shall as soon as practicable after receipt of a notice referred to in clause 7.6(a)(iii) above, notify all the Lenderszero. (c) On the last day of each Interest Period which ends after the Borrower has given notice of cancellation under clause 7.6(aparagraph (a) above in relation to a Lender (or, if earlier, the date specified by the Borrower in that notice), the Borrower to which a Loan is outstanding shall repay that LxxxxxXxxxxx’s participation in the that Loan and that LxxxxxXxxxxx’s corresponding Available Commitment Commitment(s) shall be immediately cancelled in the amount of the participations repaid. (d) The Borrower may, in If: (i) any of the circumstances set out in clause 7.6(a)paragraph (a) above 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 15 5 Business Days’ prior notice to the Agent and that Lender or in the circumstances set out in clause 7.1, on 15 Business Days’ prior notice to the Agent and that Lender (subject to such period not extending beyond the earlier of the dates referred to in clause 7.1(c))Lender, replace that Lender by requiring that Lender to assign (and, to the extent permitted by law, that Lender shall assignshall) transfer pursuant to clause 31 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 or fund selected by the Borrower an Eligible Institution which confirms its willingness to undertake assume and does undertake assume all the obligations of the assigning transferring Lender in accordance with clause 31 Clause 23 (Changes to the Lenders) for a purchase price in cash or other cash payment payable at the time of the assignment transfer in an amount equal to the aggregate of: (i) the outstanding principal amount of such LxxxxxXxxxxx’s participation in the Loan; (ii) outstanding Loans and all accrued interest owing (to such Lender; the extent that the Agent has not given a notification under Clause 23.11 (iiiPro rata interest settlement)) the Break Costs which would have been payable to such Lender pursuant to clause 10.4 (Break Costs) had the Borrower prepaid in full that Lxxxxx’s participation in the Loan on the date of the assignment; and (iv) all and other amounts payable to that Lender in relation thereto under the Finance Documents on the date of the assignmentDocuments. (e) The replacement of a Lender pursuant to clause 7.6(dparagraph (d) above shall be subject to the following conditions: (i) the Borrower shall have no right to replace the Agent; (ii) neither the Agent nor any Lender shall have any obligation to find a replacement Lender; (iii) in no event shall the Lender replaced under clause 7.6(dparagraph (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 transfer its rights and obligations pursuant to clause 7.6(dparagraph (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 assignmenttransfer. (f) A Lender shall perform the checks described in clause 7.6(e)(ivparagraph (e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in clause 7.6(dparagraph (d) above and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks.

Right of replacement. or repayment and cancellation and prepayment in relation to a single Lender (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under clause paragraph (c) of Clause 12.2 (Tax gross-gross up);; or (ii) any Lender claims indemnification from the Borrower Company under clause Clause 12.3 (Tax indemnity) or clause 13 Clause 13.1 (Increased Costs); or , (iii) any Lender becomes a Defaulting an "Affected Lender"), the Borrower Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues or whilst the relevant Lender continues to be a Defaulting Lendercontinues, give the Agent notice notice: (A) of cancellation of the Commitments Commitment(s) of that Affected Lender and its intention to procure the repayment of that Lxxxxx’s Affected Xxxxxx's participation in the Loan or give Utilisations; or (B) that it requires that Affected Lender to transfer its Commitment(s) and its participations in the Agent notice of its intention Utilisations to replace that Lender another person in accordance with clause 7.6(dthe provisions of Clause 34.5 (Affected Lenders). (b) On receipt of a notice of cancellation referred to in clause 7.6(aparagraph (a) above, the Available Commitments Commitment(s) of that Lender shall be immediately be reduced to zero and (unless the Available Commitments of the relevant Lender are replaced in accordance with clause 7.6(d)) the Total Commitments shall be reduced accordingly. The Agent shall as soon as practicable after receipt of a notice referred to in clause 7.6(a)(iii) above, notify all the Lenderszero. (c) On the last day of each Interest Period which ends after the Borrower Company has given notice of cancellation under clause 7.6(aparagraph (a) above in relation to a Lender (or, if earlier, the date specified by the Borrower Company in that notice), the each Borrower to which a Utilisation is outstanding shall repay that Lxxxxx’s Xxxxxx's participation in the Loan that Utilisation and that Lxxxxx’s Xxxxxx's corresponding Available Commitment Commitment(s) shall be immediately cancelled in the amount of the participations repaid. (d) The Borrower If any Lender becomes a Defaulting Lender, the Company may, in at any time whilst the circumstances set out in clause 7.6(a)Lender continues to be a Defaulting Lender, on 15 give the Agent ten Business Days’ prior ' notice to the Agent and of cancellation of each Available Commitment of that Lender or in the circumstances set out in clause 7.1, on 15 Business Days’ prior notice to the Agent and that Lender (subject to such period not extending beyond the earlier of the dates referred to in clause 7.1(c)), replace that Lender by requiring that Lender to assign (and, to the extent permitted by law, that Lender shall assign) pursuant to clause 31 (Changes to the Lenders) all (and not part only) of its rights under this Agreement to a Lender or other bank, financial institution or fund selected by the Borrower which confirms its willingness to undertake and does undertake all the obligations of the assigning Lender in accordance with clause 31 (Changes to the Lenders) for a purchase price in cash or other cash payment payable at the time of the assignment equal to the aggregate of: (i) the outstanding principal amount of such Lxxxxx’s participation in the Loan; (ii) all accrued interest owing to such Lender; (iii) the Break Costs which would have been payable to such Lender pursuant to clause 10.4 (Break Costs) had the Borrower prepaid in full that Lxxxxx’s participation in the Loan on the date of the assignment; and (iv) all other amounts payable to that Lender under the Finance Documents on the date of the assignment. (e) The replacement On the notice referred to in paragraph (d) above becoming effective, each Available Commitment of a Lender pursuant to clause 7.6(d) shall be subject to the following conditions: (i) the Borrower shall have no right to replace the Agent; (ii) neither the Agent nor any Defaulting Lender shall have any obligation immediately be reduced to find a replacement Lender; (iii) in no event shall the Lender replaced under clause 7.6(d) 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 its rights pursuant to clause 7.6(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 assignmentzero. (f) A Lender The Agent shall perform the checks described in clause 7.6(e)(iv) above as soon as reasonably practicable following delivery after receipt of a notice referred to in clause 7.6(dparagraph (d) above and shall above, notify all the Agent and the Borrower when it is satisfied that it has complied with those checksLenders.