Amendment by the Facility Agent Sample Clauses

Amendment by the Facility Agent. (a) Notwithstanding any other provision of this Schedule 8, the Facility Agent may, by at least thirty (30) days notice in writing to the Borrower, amend the minimum insurance requirements set out in this Schedule 8, if, in the Facility Agent’s opinion (acting reasonably and following consultation with the Insurance Adviser), the failure to amend such minimum requirements (and the relevant insurance or reinsurance or related provisions (including the limits or deductibles thereof)) would pose a material risk to the Project and provided always that the relevant amendments to the insurance or reinsurance or related provisions (including the limits or deductibles thereof) proposed by the Facility Agent are available on commercially reasonable terms in the commercial insurance market and the Borrower (acting reasonably and following consultation with its insurance adviser) does not notify the Facility Agent in writing within thirty (30) days of such notice from the Facility Agent that it disagrees with the Facility Agent. (b) In the event that the Facility Agent and the Borrower disagree as to the matters set out in paragraph (a), above, and fail to reach agreement on such matters within twenty (20) days of such disagreement, they shall jointly refer the matter to an independent insurance expert (whose identity and terms of reference shall be agreed upon by the Borrower and the Facilty Agent or in the absence of such agreement, specified by the Chairman of the Association of British Insurers) who shall make a determination within thirty (30) days as to the matters set out in paragraph (a). In making such determination, the independent insurance expert shall act as an expert and not as an arbitrator. The determination by the independent expert shall be binding upon the Borrower, the Facility Agent and the other Finance Parties. In the event that the independent expert makes a determination in favour of the Facility Agent, the Borrower shall promptly procure such insurance or reinsurance or related provisions, as the case may be.
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Related to Amendment by the Facility Agent

  • Assignment by the Administrative Agent The Administrative Agent may from time to time assign the Secured Obligations to a successor Administrative Agent appointed in accordance with the Credit Agreement, and such successor shall be entitled to all of the rights and remedies of the Administrative Agent under this Agreement in relation thereto.

  • Notice to Lenders by the Administrative Agent Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

  • Notice by the Administrative Agent to the Lenders Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amounts of such Lender’s Loan to be made as part of the requested Borrowing.

  • Notice by the Borrower To request a Borrowing (other than a Swingline Loan), the Borrower shall notify the Administrative Agent of such request by electronic communication (i) in the case of a Term Benchmark Borrowing denominated in Dollars, not later than 12:00 p.m., New York City time, three (3) Business Days before the date of the proposed Borrowing, (ii) in the case of a Term Benchmark Borrowing denominated in a Foreign Currency, not later than 12:00 p.m., New York City time, four (4) Business Days before the date of the proposed Borrowing, (iii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing or (iv) in the case of an RFR Borrowing, not later than 12:00 p.m., New York City time, four (4) Business Days before the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, telecopy or electronic mail to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower. Notwithstanding the other provisions of this Agreement, in the case of any Revolving Borrowing denominated in Dollars, the Borrower may request that such Borrowing be split into a Dollar Loan in an aggregate principal amount equal to the Pro-Rata Dollar Portion and a Multicurrency Loan in an aggregate amount equal to the Pro-Rata Multicurrency Portion (any such Borrowing, a “Pro-Rata Borrowing”). Except as expressly set forth in this Agreement, a Pro-Rata Borrowing shall be treated as being comprised of two (2) separate Borrowings, a Dollar Borrowing under the Dollar Commitments and a Multicurrency Borrowing under the Multicurrency Commitments.

  • Reliance by the Agents Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Borrower), independent accountants and other experts selected by such Agent. Each Agent may deem and treat the payee of any Revolving Credit Note as the owner thereof for all purposes unless such Revolving Credit Note shall have been transferred in accordance with Section 12.8 hereof. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement and the other Loan Documents unless it shall first receive such advice or concurrence of the Required Lenders (or, when expressly required hereby or by the relevant other Loan Document, all the Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action except for its own gross negligence or willful misconduct. Each Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the Revolving Credit Notes in accordance with a request of the Required Lenders (or, when expressly required hereby, all the Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Revolving Credit Notes.