Replacement of a Defaulting Lender. (a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) Business Days’ prior written notice to the Agent and such Lender: (b) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement; (c) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or (d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, to a Lender or other bank, financial institution, trust, fund or other entity (which Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor Affiliate) selected by the Company and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or Break Costs and other amounts payable in relation thereto under the Finance Documents. (e) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions: (i) the Company shall have no right to replace the Agent or Security Agent; (ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender; (iii) the transfer must take place no later than 20 days after the notice referred to in paragraph (a) above; and (iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 6 contracts
Sources: Senior Revolving Facility Agreement (Nord Anglia Education, Inc.), Revolving Facility Agreement (Nord Anglia Education, Inc.), Amendment and Restatement Agreement (Nord Anglia Education, Inc.)
Replacement of a Defaulting Lender. (a) The Company Parent may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) Business Days’ prior written notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 23 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;; or
(cii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 23 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, to a Lender or other bank, financial institution, trust, fund or other entity (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company Parent, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) ), for a purchase price in cash payable at the time of the transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or (subject to any notice having been given by the Agent under Clause 23.9 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company Parent shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Parent to find a Replacement Lender;
(iii) the transfer must take place no later than 20 five (5) days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 5 contracts
Sources: Credit Facilities Agreement (Gold Fields LTD), Credit Facility Agreement (Gold Fields LTD), Credit Facility Agreement (Sibanye Gold LTD)
Replacement of a Defaulting Lender. (a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) Business Days’ prior written notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 25 (Changes to the LendersFinance Parties) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 25 (Changes to the LendersFinance Parties) all (and not part only) of the undrawn Facility B Commitment and/or Facility C Commitment of the Lender; or
(diii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 25 (Changes to the LendersFinance Parties) all (and not part only) of its rights and obligations in respect of the FacilityFacility B or Facility C, to a Lender or other bank, financial institution, trust, fund or other entity (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company Company, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or Letter of Credit fees, Break Costs and other amounts payable in relation thereto under the Finance Documents.
(e) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;
(iii) the transfer must take place no later than 20 days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 4 contracts
Sources: Facility Agreement (Marine Harvest ASA), Facility Agreement (Marine Harvest ASA), Facility Agreement (Marine Harvest ASA)
Replacement of a Defaulting Lender. (a) The Company may, at any time a an Interim Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) Business Days’ prior written notice to the Interim Facility Agent and such Interim Lender:
(bi) replace such Interim Lender by requiring such Interim Lender to (and and, to the extent permitted by law, such Interim Lender shall) transfer pursuant to Clause 27 25 (Changes Change to the LendersParties) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Interim Lender to (and and, to the extent permitted by law, such Interim Lender shall) transfer pursuant to Clause 27 25 (Changes Change to the LendersParties) all (and not part only) of the undrawn Interim Commitment of the Lender; or
(diii) require such Interim Lender to (and and, to the extent permitted by law, such Interim Lender shall) transfer pursuant to Clause 27 25 (Changes Change to the LendersParties) all (and not part only) of its rights and obligations in respect of the Interim Term Facility, to a New Interim Lender or other bank, financial institution, trust, fund or other entity (which a Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender) selected by the Company Company, and which (unless the Agent is an Impaired Agent) is acceptable to the Interim Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations obligations, or all the relevant obligations obligations, of the transferring Interim Lender in accordance with Clause 25 (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal Change to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or Break Costs and other amounts payable in relation thereto under the Finance DocumentsParties).
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 29.4 shall be subject to the following conditions:
(i) the Company shall have no right to replace the Interim Facility Agent or Security Agent;
(ii) neither the Interim Facility Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;
(iii) the transfer must take place no later than 20 180 days after the notice referred to in paragraph (a) above; and;
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Interim Documents; and
(v) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) 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 to the Replacement Lender.
(c) The Defaulting Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Interim Facility Agent and the Company when it is satisfied that it has complied with those checks.
(d) For the purposes of this Clause 29.4, “Defaulting Lender” means any Interim Lender:
Appears in 3 contracts
Sources: Amendment and Restatement Agreement, Commitment Letter, Interim Facility Agreement
Replacement of a Defaulting Lender. (a) 28.4.1 The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) 10 Business Days’ prior written notice to the Facility Agent and such Lender:
(ba) replace such Lender by requiring such Lender to (and to the extent permitted by law such Lender shall) transfer pursuant to Clause 27 29 (Changes to the LendersParties) all (and not part only) of its rights and obligations under this Agreement;; or
(cb) require such Lender to (and to the extent permitted by law such Lender shall) transfer pursuant to Clause 27 29 (Changes to the LendersParties) all (and not part only) of the undrawn Commitment of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, . to a Lender or other bank, financial institution, trust, fund or other entity (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company Company, and which is acceptable to the Facility Agent (acting reasonably) (unless the Facility Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations Loans and all accrued interest and/or (to the extent that the Facility Agent has not given a notification under Clause 29.9 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents.
(e) 28.4.2 Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(ia) the Company shall have no right to replace the Agent or Security Facility Agent;
(iib) neither the Facility Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;
(iiic) the transfer must take place no later than 20 14 days after the notice referred to in paragraph (a) sub-clause 28.4.1 above; and;
(ivd) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and
(e) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to sub-clause 28.4.1 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 the transfer to the Replacement Lender.
Appears in 3 contracts
Sources: Multicurrency Revolving Facilities Agreement (PPL Energy Supply LLC), Amendment and Restatement Agreement (PPL Energy Supply LLC), Multicurrency Revolving Facilities Agreement (PPL Energy Supply LLC)
Replacement of a Defaulting Lender. (a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) three Business Days’ ' prior written notice to the Facility Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and and, to the extent permitted by law such Lender shall) transfer pursuant to Clause 27 26 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and and, to the extent permitted by law such Lender shall) transfer pursuant to Clause 27 26 (Changes to the Lenders) all (and not part only) of:
(A) the undrawn Commitment of the Lender; and
(B) the undrawn Swingline Commitment of the Lender; or
(diii) require such Lender to (and and, to the extent permitted by law such Lender shall) transfer pursuant to Clause 27 26 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the its Revolving Facility or its Swingline Facility, to a Lender or other bank, financial institution, trust, fund or other entity (which a "Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender") selected by the Company and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender in accordance with Clause 26 (including Changes to the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer which is either:
(A) in an amount equal to the outstanding principal amount of such Lender’s L▇▇▇▇▇'s participation in the outstanding Utilisations Loans and all accrued interest and/or Break Costs and other amounts payable in relation thereto under the Finance Documents.
(e) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
extent that the Facility Agent has not given a notification under Clause 26.10 (i) the Company shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;
(iii) the transfer must take place no later than 20 days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.Pro rata interest
Appears in 3 contracts
Sources: Amendment and Restatement Agreement (Cboe Global Markets, Inc.), Amendment and Restatement Agreement (Cboe Global Markets, Inc.), Amendment and Restatement Agreement (Cboe Global Markets, Inc.)
Replacement of a Defaulting Lender. (a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) Business Days’ prior written notice to the Facility Agent and such Lender:
(b) , replace such Lender by requiring such Lender to (and to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(c) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, Agreement to a Lender or other bank, financial institution, trust, fund institution or other entity (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company and Company, which (unless the replacement Lender is already a Lender or the Facility Agent is an Impaired Agent) is acceptable to has satisfied all the Agent (acting reasonably)Facility Agent’s “know your client” and other similar checks, which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender▇▇▇▇▇▇’s participation in the outstanding Utilisations Loans and all accrued interest and/or interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 38.6 shall be subject to the following conditions:
(i) the Company shall have no right to replace the Agent or Security Agent;
(ii) neither the Facility Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;
(iiiii) the transfer must take place no later than 20 60 days after the notice referred to in paragraph (a) above; and;
(iviii) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and
(iv) the Lender shall only be obliged to transfer its rights and obligations pursuant to this paragraph (b) once it has complied with (acting reasonably) all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer.
Appears in 3 contracts
Sources: Facility Agreement (IHS Holding LTD), Facility Agreement (IHS Holding LTD), Facility Agreement (IHS Holding LTD)
Replacement of a Defaulting Lender. (a) The Company Parent may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) 10 Business Days’ prior written notice to the Facility Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 29 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;; or
(cii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 29 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility;, to a Lender or other bank, financial institution, trust, fund or other entity (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company Parent, and which (unless the Facility Agent is an Impaired Agent) is acceptable to the Facility Agent (acting reasonably), ) and which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations Loans and all accrued interest and/or Break Costs and other amounts payable in relation thereto under the Finance Documents.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company Parent shall have no right to replace the Facility Agent or Security in its capacity as such (save where Clause 22.15 (Impaired Agent) applies);
(ii) neither the Facility Agent nor the Defaulting Lender shall have any obligation to the Company Parent to find a Replacement Lender;
(iii) the transfer must take place no later than 20 days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 3 contracts
Sources: Credit Agreement, Credit Agreement (Eros International PLC), Credit Facility Agreement (Eros International PLC)
Replacement of a Defaulting Lender. (a) The Company may, at At any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) 15 Business Days’ prior written notice to the Relevant Facility Agent and such Lender, any of the Obligors may:
(bi) 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), and provided no Event of Default is continuing, 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; or
(ii) replace such Lender by by:
(A) requiring such Lender to (and such Lender shall) transfer pursuant to in accordance with Clause 27 (Changes to the Lenders) 30.1 all (and not part only) of its rights and obligations under this Agreement;; and
(cB) require requiring such Lender to (and such Lender shall) transfer pursuant to in accordance with Clause 27 (Changes to the Lenders) 30.1 all (and not part only) of the undrawn Commitment of the that Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, to a Lender or other bank, financial institution, trust, fund or other entity (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company Obligors, and which (unless the Relevant Facility Agent is an Impaired Agent) that is acceptable satisfactory to the Relevant Facility Agent (acting reasonably), which ) and that confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations Loans and all accrued interest and/or Acceptable Letter of Credit fees, Break Costs and other amounts payable in relation thereto under the Finance Documents.
(eb) Any transfer of rights and obligations replacement of a Defaulting Lender pursuant to or any cancellation of the Commitment of a Defaulting Lender and, if applicable, repayment of such Defaulting Lender’s participation in the outstanding Loans, in each case, in accordance with this Clause 39.6 35.2, shall be subject to the following conditions:
(i) the Company no Obligor shall have no any right to replace the any Agent or Security in its capacity as such Agent;
(ii) neither the Relevant Facility Agent nor the Defaulting Lender shall have any obligation to the Company any Obligor to find a Replacement Lender;
(iii) the transfer must take place no later than 20 days Business Days after the notice referred to in paragraph Clause 35.2(a);
(aiv) aboveif the Defaulting Lender also is a Hedging Party at that time, the Interest Hedging Instrument to which such Defaulting Lender is the Hedging Party must be transferred to another Permitted Hedge Provider; and
(ivv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to in accordance with the Finance Documents.
Appears in 3 contracts
Sources: Project Facilities Agreement and Intercreditor Agreement (Pacific Drilling S.A.), Project Facilities Agreement and Intercreditor Agreement (Pacific Drilling S.A.), Amendment and Restatement Agreement (Pacific Drilling S.A.)
Replacement of a Defaulting Lender. (a) The Company Parent may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) Business Days’ prior written notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 30 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 30 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(diii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 30 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, to a Lender or other bank, financial institution, trust, fund or other entity (which a Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor Affiliate) selected by the Company Parent, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably)) and (in the case of any transfer of a Revolving Facility Commitment or a participation in a Letter of Credit) to the Issuing Agent, which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations in Loans or unfunded participations Letters of Credit (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or Break Costs and other amounts payable in relation thereto under the Finance Documents).
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 42.5 shall be subject to the following conditions:
(i) the Company Borrowers shall have no right to replace the Agent or Security Agentpursuant to this Clause 42.5;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Parent to find a Replacement Lender;
(iii) the transfer must take place no later than 20 ninety (90) days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 2 contracts
Sources: Loan Agreement (International Game Technology PLC), Loan Agreement (International Game Technology PLC)
Replacement of a Defaulting Lender. (a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) Business Days’ prior written notice to the Facility Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 26 (Changes to the LendersParties) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 26 (Changes to the LendersParties) all (and not part only) of the its undrawn Commitment of the LenderCommitment; or
(diii) require such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 26 (Changes to the LendersParties) all (and not part only) of its rights and obligations in respect of the Facilityobligations, to any person in accordance with Clause 26 (Changes to the Parties) (a Lender or other bank, financial institution, trust, fund or other entity (which Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender) selected by the Company and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume assumes all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations Loans and all accrued interest and/or interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 Subclause shall be subject to the following conditions:
(i) the Company shall have no right to replace the Agent or Security Facility Agent;
(ii) neither the Facility Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;
(iii) the transfer must take place no later than 20 five days after the notice referred to in paragraph (a) above; and;
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and
(v) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) 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 to the Replacement Lender.
(c) The Defaulting Lender shall perform the checks described in subparagraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Facility Agent and the Company when it is satisfied that it has complied with those checks.
Appears in 2 contracts
Sources: Revolving Credit Facility Agreement (MGM Resorts International), Revolving Credit Facility Agreement (MGM Resorts International)
Replacement of a Defaulting Lender. (a) The Company Parent may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) Business Days’ prior written notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 28 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 28 (Changes to the Lenders) all (and not part only) of the undrawn Revolving Commitment of the Lender; or
(diii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 28 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Revolving Facility, to a Lender or other bank, financial institution, trust, fund or other entity (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company Parent, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably)) and (in the case of any transfer of a Revolving Facility Commitment) to the Issuing Bank, which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or Letter of Credit fees, Break Costs and other amounts payable in relation thereto under the Finance Documents.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 39 shall be subject to the following conditions:
(i) the Company Parent shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Parent to find a Replacement Lender;
(iii) the transfer must take place no later than 20 90 days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 2 contracts
Sources: Revolving Facility Agreement (South Texas Supply Company, Inc.), Revolving Facility Agreement (South Texas Supply Company, Inc.)
Replacement of a Defaulting Lender. (a) 15.10.1 The Company Borrower may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five ten (510) Business Days’ prior written notice to the Agent and such Lender:
(b) , replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) 14 all (and not part only) of its rights and obligations under this Agreement;
(c) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, Agreement to a Lender or other bank, financial institution, trust, fund or other entity (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), Borrower which confirms its willingness to assume and does assume all the obligations obligations, or all the relevant obligations obligations, of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) in accordance with Clause 14 for a purchase price in cash payable at the time of transfer which is either:
(a) in an amount equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations Loan and all accrued interest and/or interest, Break Costs and other amounts payable in relation thereto under the Finance Documents; or
(b) in an amount agreed between that Defaulting Lender, the Replacement Lender and the Borrower and which does not exceed the amount described in (a).
(e) 15.10.2 Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 15.10 shall be subject to the following conditions:
(ia) the Company Borrower shall have no right to replace the Agent or Security Agent;
(iib) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Borrower to find a Replacement Lender;
(iiic) the transfer must take place no later than 20 days thirty (30) Business Days after the notice referred to in paragraph (a) above; andClause 15.10.1;
(ivd) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and
(e) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to 15.10.1 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 to the Replacement Lender.
15.10.3 The Defaulting Lender shall perform the checks described in Clause 15.10.2 as soon as reasonably practicable following delivery of a notice referred to in Clause 15.10.1 and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks.
Appears in 2 contracts
Sources: Secured Loan Agreement (Teekay LNG Partners L.P.), Secured Loan Agreement (Teekay LNG Partners L.P.)
Replacement of a Defaulting Lender. (a) The Company Parent may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) Business Days’ prior written notice to the Agent and such Lender:
(b) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 24 (Changes to the LendersFinance Parties) all (and not part only) of its rights and obligations under this Agreement;
(ci) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 24 (Changes to the LendersFinance Parties) all (and not part only) of the undrawn Commitment of the Lender; or
(dii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 24 (Changes to the LendersFinance Parties) all (and not part only) of its rights and obligations in respect of the Facility, to a Lender or other bank, financial institution, trust, fund or other entity (a Replacement Lender) selected by the Parent (which Replacement Lender may shall not be a member of the Group or (except with Majority Lender consent) an Investor Affiliate) selected by the Company Group), and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.
(ec) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 35.4 shall be subject to the following conditions:
(i) the Company Parent shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Parent to find a Replacement Lender;
(iii) the transfer must take place no later than 20 30 days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 2 contracts
Sources: Supplemental Agreement (Innospec Inc.), Multicurrency Revolving Facility Agreement (Innospec Inc.)
Replacement of a Defaulting Lender. (a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) three Business Days’ prior written notice to the Facility Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the LendersFinance Parties) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the LendersFinance Parties) all (and not part only) of the undrawn Revolving Facility Commitment of the that Lender; or
(diii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the LendersFinance Parties) all (and not part only) of its rights and obligations in respect of the Revolving Facility, to a Lender or other bank, financial institution, trust, fund or other entity (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company Company, and which (unless the Facility Agent is an Impaired Agent) is acceptable to the Facility Agent (acting reasonably), ) which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company shall have no right to replace the Facility Agent or Security AgentTrustee;
(ii) neither the Facility Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;
(iii) the transfer must take place no later than 20 30 days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 2 contracts
Sources: Amendment and Restatement Agreement (Liberty Global PLC), Amendment and Restatement Agreement (Liberty Global PLC)
Replacement of a Defaulting Lender. (a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) 10 Business Days’ prior written notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 clause 28 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 clause 28 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(diii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 clause 28 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the FacilityFacilities, to a Lender or other bank, financial institution, trust, fund or other entity (which Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender) selected by the Company Company, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 clause shall be subject to the following conditions:
(i) the Company shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;
(iii) the transfer must take place no later than 20 days Business Days after the notice referred to in paragraph (aclause 40.6(a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 2 contracts
Sources: Senior Facilities Agreement (Luxfer Holdings PLC), Senior Facilities Agreement (Luxfer Holdings PLC)
Replacement of a Defaulting Lender. (a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) three Business Days’ prior written notice to the Facility Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the LendersFinance Parties) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the LendersFinance Parties) all (and not part only) of the undrawn Revolving Facility Commitment of the Lender; or
(diii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the LendersFinance Parties) all (and not part only) of its rights and obligations in respect of the Revolving Facility, to a Lender or other bank, financial institution, trust, fund or other entity (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company Company, and which (unless the Facility Agent is an Impaired Agent) is acceptable to the Facility Agent (acting reasonably), ) which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company shall have no right to replace the Facility Agent or Security AgentTrustee;
(ii) neither the Facility Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;
(iii) the transfer must take place no later than 20 30 days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 2 contracts
Sources: Super Senior Facilities Agreement (Liberty Global PLC), Senior Facilities Agreement (Liberty Global PLC)
Replacement of a Defaulting Lender. (a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) Business Days’ prior written notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 24 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 24 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(diii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 24 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, to a Lender or other bank, financial institution, trust, fund or other entity (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company Company, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or (to the extent that the Agent has not given a notification under Clause 24.9 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;
(iii) the transfer must take place no later than 20 30 days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 2 contracts
Sources: Facility Agreement (Aon Corp), Facility Agreement (Aon Corp)
Replacement of a Defaulting Lender. (a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) Business Days’ ' prior written notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of the undrawn Revolving Facility Commitment of the Lender; or
(diii) require such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Revolving Facility, to a Lender or other bank, financial institution, trust, fund or other entity (which a Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender) selected by the Company Company, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender in accordance with Clause 27 (including Changes to the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer which is either:
(A) in an amount equal to the outstanding principal amount of such Lender’s 's participation in the outstanding Utilisations Loans and all accrued interest and/or interest, Break Costs and other amounts payable in relation thereto under the Finance Documents; or
(B) in an amount agreed between that Defaulting Lender, the Replacement Lender and the Company and which does not exceed the amount described in paragraph (A) above.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company shall have no right to replace the Agent, the Security Agent or the Secondary Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;
(iii) the transfer must take place no later than 20 30 days after the notice referred to in paragraph (a) above; and;
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and
(v) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) 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 to the Replacement Lender.
(c) The Defaulting Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Company when it is satisfied that it has complied with those checks.
Appears in 2 contracts
Sources: Facilities Agreement (StarTek, Inc.), Facilities Agreement (StarTek, Inc.)
Replacement of a Defaulting Lender. (a) 34.6.1 The Company Borrower may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) ten Business Days’ prior written notice to the Agent and such Lender:
(b) , replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 24 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(c) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, Agreement to a Lender or other bank, financial institution, trust, fund or other entity (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), Borrower which confirms its willingness to assume and does assume all the obligations obligations, or all the relevant obligations obligations, of the transferring Lender in accordance with Clause 24 (including Changes to the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer which is either:
(a) in an amount equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations Loan and all accrued interest, (to the extent that the Agent has not given a notification under Clause 24.9 (Pro rata interest and/or settlement) Break Costs and other amounts payable in relation thereto under the Finance Documents; or
(b) in an amount agreed between that Defaulting Lender, the Replacement Lender and the Borrower and which does not exceed the amount described in (a).
(e) 34.6.2 Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 34.6 shall be subject to the following conditions:
(ia) the Company Borrower shall have no right to replace the Agent or Security Agent;
(iib) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Borrower to find a Replacement Lender;
(iiic) the transfer must take place no later than 20 fourteen days after the notice referred to in paragraph (a) above; andClause 34.6.1;
(ivd) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and
(e) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to 34.6.1 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 to the Replacement Lender.
34.6.3 The Defaulting Lender shall perform the checks described in Clause 34.6.2
Appears in 2 contracts
Sources: Secured Loan Agreement, Secured Loan Agreement (HC2 Holdings, Inc.)
Replacement of a Defaulting Lender. (a) The Company Borrower may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) Business Days’ prior written notice to the Agent and such Lender:
(b) , replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 26 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(c) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, Agreement to a Lender or other bank, bank or financial institution, trust, fund or other entity institution (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company Borrower, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), ) and which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations Loans and all accrued interest and/or Break Costs and other amounts payable in relation thereto under the Finance Documents.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 37.5 shall be subject to the following conditions:
(i) the Company The Borrower shall not have no any right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Borrower to find a Replacement Lender;
(iii) the transfer must take place no later than 20 days ten (10) Business Days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 2 contracts
Sources: Term Facility Agreement, Term Facility Agreement (KNOT Offshore Partners LP)
Replacement of a Defaulting Lender. (a) 43.5.1 The Company Borrower may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) 20 Business Days’ prior written notice to the Agent and such Lender:
(b) Lender replace such Lender by requiring such Lender to (and to the extent permitted by law such Lender shall) transfer assign pursuant to Clause 27 clause 32 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(c) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, Agreement to a Lender or other bank, financial institution, trust, fund or other entity (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company Borrower, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), ) and which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations Loan and all accrued interest and/or interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.
(e) 43.5.2 Any transfer of rights and obligations of assignment by a Defaulting Lender pursuant to this Clause 39.6 clause shall be subject to the following conditions:
(ia) the Company Borrower shall have no right to replace the Agent or Security Agent;
(iib) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Borrower to find a Replacement Lender;
(iiic) the transfer must take place no later than 20 14 days after the notice referred to in paragraph (a) clause 43.5.1 above; and
(ivd) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 2 contracts
Sources: Facility Agreement (Navigator Holdings Ltd.), Facility Agreement (Navigator Holdings Ltd.)
Replacement of a Defaulting Lender. (a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) ten Business Days’ prior written notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and to the extent permitted by law such Lender shall) transfer pursuant to Clause 27 23 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and to the extent permitted by law such Lender shall) transfer pursuant to Clause 27 23 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(diii) require such Lender to (and to the extent permitted by law such Lender shall) transfer pursuant to Clause 27 23 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, to a Lender or other bank, financial institution, trust, fund or other entity (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), and which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or (to the extent that the Agent has not given a notification under Clause 25.11 (Resignation of the Agent)), Break Costs and other amounts payable in relation thereto under the Finance Documents.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;
(iii) the transfer must take place no later than 20 ten days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 2 contracts
Sources: Facility Agreement (Delhaize Group), Facility Agreement (Delhaize Group)
Replacement of a Defaulting Lender. (a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) Business Days’ prior written Days notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 23 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;; and
(cii) require such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 23 (Changes to the Lenders) all (and not part only) of the undrawn Commitment Available Commitments of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, to a Lender or other bank, financial institution, trust, fund or other entity (which a "Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender") selected by the Company and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably)Company, which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender in accordance with Clause 23 (including Changes to the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer which is either:
(A) in an amount equal to the outstanding principal amount of such Lender’s 's participation in the outstanding Utilisations and all accrued interest and/or Break Costs and other amounts payable in relation thereto under the Finance Documents; or
(B) in an amount agreed between that Defaulting Lender, the Replacement Lender and the Company and which does not exceed the amount described in paragraph (A) above.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;
(iii) the transfer must take place no later than 20 days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and
(iv) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) 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 to the Replacement Lender.
(c) The Defaulting Lender shall perform the checks described in paragraph (b)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Company when it is satisfied that it has complied with those checks.
Appears in 2 contracts
Sources: Syndicated Loan Agreement (Hillenbrand, Inc.), Syndicated Loan Agreement (Hillenbrand, Inc.)
Replacement of a Defaulting Lender. (a) The Company Obligors’ Agent may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) 15 Business Days’ prior written notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(diii) require such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, to a Lender or other bank, financial institution, trust, fund or other entity (which Replacement Lender may shall not be a member of the Group or VAALCO Energy Group) (except with Majority Lender consent) an Investor Affiliatea “Replacement Lender”) selected by the Company Obligors’ Agent and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations obligations, or all the relevant obligations obligations, of the transferring Lender in accordance with Clause 27 (including Changes to the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer which is either:
(A) in an amount equal to the outstanding principal amount of such Lender▇▇▇▇▇▇’s participation in the outstanding Utilisations Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 27.10 (Pro Rata Interest Settlement)) and/or Break Costs and other amounts payable in relation thereto under the Finance Documents; or
(B) in an amount agreed between that Defaulting Lender, the Replacement Lender and the Obligors’ Agent and which does not exceed the amount described in paragraph (A) above.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 42.8 shall be subject to the following conditions:
(i) the Company Obligors shall have no right to replace the Agent or Security Agenta Lender in its capacity as an Administrative Finance Party;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Obligors to find a Replacement Lender;
(iii) the transfer must take place no later than 20 90 days after the notice referred to in paragraph (a) above; and;
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and
(v) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) 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 to the Replacement Lender.
(c) The Defaulting Lender shall perform the checks described in paragraph (v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Obligors’ Agent when it is satisfied that it has complied with those checks.
Appears in 2 contracts
Sources: Borrowing Base Facility Agreement (Vaalco Energy Inc /De/), Borrowing Base Facility Agreement (Vaalco Energy Inc /De/)
Replacement of a Defaulting Lender. (a) 44.5.1 The Company Borrowers may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) 20 Business Days’ prior written notice to the Agent and such Lender:
(b) Lender replace such Lender by requiring such Lender to (and to the extent permitted by law such Lender shall) transfer assign pursuant to Clause 27 clause 33 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(c) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, Agreement to a Lender or other bank, financial institution, trust, fund or other entity (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company Borrowers, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), ) and which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations Loan and all accrued interest and/or interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.
(e) 44.5.2 Any transfer of rights and obligations of assignment by a Defaulting Lender pursuant to this Clause 39.6 clause shall be subject to the following conditions:
(ia) the Company Borrowers shall have no right to replace the Agent or Security Agent;
(iib) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Borrowers to find a Replacement Lender;
(iiic) the transfer must take place no later than 20 14 days after the notice referred to in paragraph (a) clause 44.5.1 above; and
(ivd) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 2 contracts
Sources: Facility Agreement (Navigator Holdings Ltd.), Loan Facility Agreement (Navigator Holdings Ltd.)
Replacement of a Defaulting Lender. (a) The Company Parent may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) Business Days’ prior written notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 30 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 30 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(diii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 30 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, to a Lender or other bank, financial institution, trust, fund or other entity (which a Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor Affiliate) selected by the Company Parent, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably)) and (in the case of any transfer of a Revolving Facility Commitment or a participation in a Letter of Credit) to the Issuing Agent, which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender▇▇▇▇▇▇’s participations in Loans or unfunded participations Letters of Credit (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or Break Costs and other amounts payable in relation thereto under the Finance Documents).
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 42.5 shall be subject to the following conditions:
(i) the Company Borrowers shall have no right to replace the Agent or Security Agentpursuant to this Clause 42.5;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Parent to find a Replacement Lender;
(iii) the transfer must take place no later than 20 ninety (90) days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 2 contracts
Sources: Loan Agreement (International Game Technology PLC), Loan Agreement (International Game Technology PLC)
Replacement of a Defaulting Lender. (a) The Company mayIf:
(i) any Lender becomes a Defaulting Lender; or
(ii) a Borrower becomes obliged to repay any amount in accordance with Clause 23 (Illegality) or to pay any additional amounts pursuant to Clause 24 (Increased Costs), Clause 22.2 (Grossing-up for taxes) or Clause 22.3 (Indemnity and evidence of payment of taxes) to any Lender, the Borrowers may , at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) 5 Business Days’ prior written notice to the Facility Agent and such Lender:
(b) Lender replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to this Clause 27 (Changes to the Lenders) 26 all (and not part only) of its rights and obligations under this Agreement;
(c) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, Agreement to a Lender or other bank, financial institution, trust, fund or other entity (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company Borrowers, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations obligations, or all the relevant obligations obligations, of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) in accordance with this Clause 26 for a purchase price in cash payable at the time of transfer which is in an amount equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations Contribution and all accrued interest and/or interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.;
(eb) Any transfer of rights and obligations the replacement of a Defaulting Lender pursuant to this Clause 39.6 26.18 shall be subject to the following conditions:
(i) the Company Borrowers shall have no right to replace the Facility Agent or Security AgentTrustee;
(ii) neither the Facility Agent nor the Defaulting Lender shall have any obligation to the Company Borrowers to find a Replacement Lender;
(iii) the transfer must take place no later than 20 days 7 Business Days after the notice referred to in paragraph (a) above; and;
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the such Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and
(v) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) 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.
(c) The Defaulting Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Facility Agent and the Borrowers when it is satisfied that it has complied with those checks.
Appears in 2 contracts
Sources: Loan Agreement (Capital Product Partners L.P.), Loan Agreement (Capital Product Partners L.P.)
Replacement of a Defaulting Lender. (a) The Company Borrower may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) 10 Business Days’ ' prior written notice to the Agent and such Lender:
(b) Lender replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 23 (Changes to the LendersParties) all (and not part only) of its rights and obligations under this Agreement;
(c) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, Agreement to a Lender or other bank, financial institution, trust, fund or other entity (which a "Replacement Lender may Lender") selected by the Borrower (i) is not be a member of the Group or and (except with Majority Lender consentii) an Investor Affiliate) selected by the Company and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations obligations, or all the relevant obligations obligations, of the transferring Lender in accordance with Clause 23 (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal Changes to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or Break Costs and other amounts payable in relation thereto under the Finance DocumentsParties).
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 36.5 shall be subject to the following conditions:
(i) the Company Borrower shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Borrower to find a Replacement Lender;
(iii) the transfer must take place no later than 20 60 days after the notice referred to in paragraph (a) above; and;
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and
(v) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) 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 to the Replacement Lender.
(c) The Defaulting Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks.
Appears in 2 contracts
Sources: Loan Agreement (PCGI Intermediate Holdings LTD), Facility Agreement (PCGI Intermediate Holdings LTD)
Replacement of a Defaulting Lender. (a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not no less than five (5) 5 Business Days’ prior written notice to the Facility Agent and such that Lender:
(bi) replace such that Lender by requiring such that Lender to (and such that Lender shallmust) transfer pursuant to Clause 27 (Changes to the Lenders) in accordance with this Agreement all (and not part only) of its rights and obligations under this Agreement;
(cii) require such that Lender to (and such that Lender shallmust) transfer pursuant to Clause 27 (Changes to the Lenders) in accordance with this Agreement all (and not part only) of the undrawn Commitment of the that Lender; or
(diii) require such that Lender to (and such that Lender shallmust) transfer pursuant to Clause 27 (Changes to the Lenders) in accordance with this Agreement all (and not part only) of its rights and obligations in respect of the Facility, to another person (a Lender or other bank, financial institution, trust, fund or other entity (which Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender) selected by the Company Company, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender in accordance with Clause 27 (including Changes to the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring LenderParties) for a purchase price in cash payable at the time of transfer which is either:
(A) in an amount equal to the outstanding principal amount of such that Lender’s participation in the outstanding Utilisations Loans and all accrued interest and/or interest, Break Costs and other amounts payable in relation thereto to that Commitment under the Finance Documents; or
(B) in an amount agreed between that Defaulting Lender, the Replacement Lender and the Company and which does not exceed the amount described in paragraph (A) above.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to under this Clause 39.6 shall be is subject to the following conditions:
(i) the Company shall have has no right to replace the Agent or Security Facility Agent;
(ii) neither the Facility Agent nor the Defaulting Lender shall will have any obligation to the Company to find a Replacement Lender;
(iii) the transfer must take place no later than 20 30 days after the notice referred to in paragraph (a) above; and
(iv) in no event shall will the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to under the Finance Documents; and
(v) the Defaulting Lender will only be obliged to transfer its rights and obligations under paragraph (a) above once it is satisfied that it has complied with all necessary customer due diligence requirements in relation to that transfer to the Replacement Lender.
(c) The Defaulting Lender must perform the requirements described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and must notify the Facility Agent and the Company when it is satisfied that it has complied with those requirements.
Appears in 2 contracts
Sources: Revolving Credit Facility (Sara Lee Corp), Revolving Credit Facility (D.E Master Blenders 1753 B.V.)
Replacement of a Defaulting Lender. (a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) 60 Business Days’ prior written notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 25 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(diii) require such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 25 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, to a Lender or other bank, financial institution, trust, fund or other entity (which Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor Affiliate) selected by the Company and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations obligations, or all the relevant obligations obligations, of the transferring Lender in accordance with Clause 25 (including Changes to the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer which is either:
(iv) in an amount equal to the outstanding principal amount of such LenderL▇▇▇▇▇’s participation in the outstanding Utilisations and all accrued interest and/or (to the extent that the Agent has not given a notification under Clause 25.10 (Pro rata Interest Settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents.; or
(ev) Any transfer of rights in an amount agreed between that Defaulting Lender, the Replacement Lender and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
Company and which does not exceed the amount described in paragraph (i) the Company shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;
(iii) the transfer must take place no later than 20 days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 1 contract
Replacement of a Defaulting Lender. (a) The Company Parent may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) 5 Business Days’ ' prior written notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 30 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 30 (Changes to the Lenders) all (and not part only) of the undrawn Revolving Commitment of the Lender; or
(diii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 30 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Revolving Facility, to a Lender or other bank, financial institution, trust, fund or other entity (which a "Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender") selected by the Company Parent, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s 's participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s 's participation in the outstanding Utilisations and all accrued interest and/or interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company Parent shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Parent to find a Replacement Lender;
(iii) the transfer must take place no later than 20 30 days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 1 contract
Sources: Senior Term and Revolving Facilities Agreement (Inspired Entertainment, Inc.)
Replacement of a Defaulting Lender. (a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) 5 Business Days’ prior written notice to the Agent and such Lender:;
(bi) replace such Lender by requiring such Lender to (and to the extent permitted by law such Lender shall) transfer pursuant to Clause 27 24 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and to the extent permitted by law such Lender shall) transfer pursuant to Clause 27 24 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(diii) require such Lender to (and to the extent permitted by law such Lender shall) transfer pursuant to Clause 27 24 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facilityobligations, to a Lender or other bank, financial institution, trust, fund or other entity (which a Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender) selected by the Company Company, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or Break Costs and other amounts payable in relation thereto under the Finance Documents).
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;
(iii) the transfer must take place no later than 20 days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 1 contract
Sources: Facility Agreement (Best Buy Co Inc)
Replacement of a Defaulting Lender. (a) The Company Borrower may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) at least 5 Business Days’ prior written notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 25 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(diii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 25 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, to a Lender or other bank, financial institution, trust, fund or other entity (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company Borrower, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such each Lender’s participation in the outstanding Utilisations and all accrued interest and/or interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company Borrower shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall not have any obligation to the Company Borrower to find a Replacement Lender;
(iii) the transfer must take place no later than 20 days 15 Business Days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 1 contract
Sources: Facility Agreement (Bunge LTD)
Replacement of a Defaulting Lender. (a) The Company Borrower may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five fifteen (515) Business Days’ prior written notice to the Agent and such Lender▇▇▇▇▇▇:
(bi) replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 23 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;; or
(cii) require such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 23 (Changes to the Lenders) all (and not part only) of the undrawn Commitment Commitment(s) of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, or to a Lender or other bank, financial institution, trust, fund or other entity (which a Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender) selected by the Company Borrower, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender in accordance with Clause 23 (including Changes to the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender▇▇▇▇▇▇’s participation in the outstanding Utilisations Loans and all accrued interest and/or (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.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company Borrower shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Borrower to find a Replacement Lender;
(iii) the transfer must take place no later than 20 days ten (10) Business Days after the notice referred to in paragraph (a) above; and;
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and
(v) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) 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 to the Replacement Lender.
(c) The Defaulting Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks.
Appears in 1 contract
Sources: Bridge Facilities Agreement (Compagnie Maritime Belge NV)
Replacement of a Defaulting Lender. (a) The Company Parent may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) 5 Business Days’ ' prior written notice to the Agent and such Lender:
(b) , replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 26 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(c) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, Agreement to a Lender or other bank, financial institution, trust, fund or other entity (which a "Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender") selected by the Company Parent, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s 's participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s 's participation in the outstanding Utilisations and all accrued interest and/or Break Costs and other amounts payable in relation thereto under the Finance Documents.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company Parent shall have no right to replace the Agent or Security AgentTrustee;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Parent to find a Replacement Lender;
(iii) the transfer must take place no later than 20 5 days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 1 contract
Replacement of a Defaulting Lender. (a) The Company Guarantor may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) 15 Business Days’ prior written notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(diii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the each Facility, to a Lender or other bank, financial institution, trust, fund or other entity (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company Guarantor, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonablyon the instructions of all of the Lenders), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations Loans and all accrued interest and/or interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.
(e) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;
(iii) the transfer must take place no later than 20 days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 1 contract
Sources: Facility Agreement (Danaos Corp)
Replacement of a Defaulting Lender. (a) The Company Parent may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) 10 Business Days’ prior written notice to the Facility Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not or part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not or part only) of the undrawn Commitment of the Lender; or
(diii) require such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not or part only) of its rights and obligations in respect of the Facility, to a Lender one or more Lenders or other bank, financial institution, trust, fund or other entity (which each a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company Parent and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations obligations, or all the relevant obligations obligations, of the transferring Lender in accordance with Clause 27 (including Changes to the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer which is either:
(i) in an amount equal in aggregate to that portion of the outstanding principal amount of such Lender’s participation in the outstanding Utilisations Loans to be transferred and all accrued interest and/or Break Costs and other amounts payable in relation thereto under the Finance Documents; or
(ii) in an amount agreed between that Defaulting Lender, each Replacement Lender and the Parent and which does not exceed in aggregate the amount described in paragraph (i) above.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 25.5 shall be subject to the following conditions:
(i) the Company Parent shall have no right to replace the Facility Agent or Security Agent;
(ii) neither the Facility Agent nor the Defaulting Lender shall have any obligation to the Company Parent to find a Replacement Lender;
(iii) the transfer must take place no later than 20 45 days after the notice referred to in paragraph (a) above; and;
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the a Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and
(v) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) 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 to a Replacement Lender
(c) The Defaulting Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Facility Agent and the Parent when it is satisfied that it has complied with those checks.
Appears in 1 contract
Replacement of a Defaulting Lender. (a) The Company Parent may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) 10 Business Days’ prior written notice to the Facility Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and to the extent permitted by law such Lender shall) transfer pursuant to Clause 27 28 (Changes to the LendersParties) all (and not part only) of its rights and obligations under this Agreement;; or
(cii) require such Lender to (and to the extent permitted by law such Lender shall) transfer pursuant to Clause 27 28 (Changes to the LendersParties) all (and not part only) of the undrawn Commitment of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, to a Lender or other bank, bank or financial institution, trust, fund or other entity institution (which a Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender) selected by the Company Parent, and which (unless the Facility Agent is an Impaired Agent) is acceptable to the Facility Agent (acting reasonably), ) and which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations utilisations and all accrued interest and/or Break Costs interest, broken funding costs (to indemnify that Lender for broken funding) and other amounts payable in relation thereto under the Finance Documents.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company Parent shall have no right to replace the Agent or Security an Agent;
(ii) neither the Facility Agent nor the Defaulting Lender shall have any obligation to the Company Parent to find a Replacement Lender;
(iii) the transfer must take place no later than 20 days 10 Business Days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 1 contract
Sources: Facilities Agreement (Autoliv Inc)
Replacement of a Defaulting Lender. (a) The Company Borrower may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five fifteen (515) Business Days’ ' prior written notice to the Agent and such Lender▇▇▇▇▇▇:
(bi) replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 22 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;; or
(cii) require such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 22 (Changes to the Lenders) all (and not part only) of the undrawn Commitment Commitment(s) of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, or to a Lender or other bank, financial institution, trust, fund or other entity (which a Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender) selected by the Company Borrower, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender in accordance with Clause 22 (including Changes to the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender’s ▇▇▇▇▇▇'s participation in the outstanding Utilisations Loans and all accrued interest and/or (to the extent that the Agent has not given a notification under Clause 22.10 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company Borrower shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Borrower to find a Replacement Lender;
(iii) the transfer must take place no later than 20 days ten (10) Business Days after the notice referred to in paragraph (a) above; and;
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and
(v) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) 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 to the Replacement Lender.
(c) The Defaulting Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks.
Appears in 1 contract
Replacement of a Defaulting Lender. (a) The Company Borrower may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) 4 Business Days’ prior written notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and, to the extent such assignment and transfer by assumption of contract (Vertragsübernahme) is permitted by applicable laws and regulations, such Lender shall) assign and transfer by assumption of contract (Vertragsübernahme) pursuant to Clause 27 22 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;; or
(cii) require such Lender to (and, to the extent such assignment and transfer by assumption of contract (Vertragsübernahme) is permitted by applicable laws and regulations, such Lender shall) assign and transfer by assumption of contract (Vertragsübernahme) pursuant to Clause 27 22 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, to a Lender or other bank, financial institution, trust, fund or other entity (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company Borrower, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or (to the extent that the Agent has not given a notification under Clause 22.8 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company Borrower shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Borrower to find a Replacement Lender;
(iii) the transfer must take place no later than 20 days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 1 contract
Sources: Credit Facility Agreement (Sap Ag)
Replacement of a Defaulting Lender. (a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) Business Days’ prior written notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 26 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 26 (Changes to the Lenders) all (and not part only) of the undrawn Commitment Facility of the Lender; or
(diii) require such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 26 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, ,
to a Lender or other bank, bank or financial institution, trust, fund or other entity institution (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably)Company, which confirms its willingness to assume and does assume all the obligations obligations, or all the relevant obligations obligations, of the transferring Lender in accordance with Clause 26 (including Changes to the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer which is either:
(iv) in an amount equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations Utilisations, and all accrued interest and/or interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.; or
(ev) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor in an amount agreed between the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;
(iii) the transfer must take place no later than 20 days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to , the Replacement Lender any of and the fees received by Company and which does not exceed the Defaulting Lender pursuant to the Finance Documentsamount described in sub-paragraph a)(iv) above.
Appears in 1 contract
Replacement of a Defaulting Lender. (a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) 5 Business Days’ ' prior written notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 27 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 27 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(diii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, to a Lender or other bank, another bank or financial institution, trust, fund or other entity institution that is a Qualifying Swiss Lender (which a "Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender") selected by the Company and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender in accordance with Clause 27 (including Changes to the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer which is either:
(A) in an amount equal to the outstanding principal amount of such Lender’s 's participation in the outstanding Utilisations Loans and all accrued interest and/or (to the extent that the Agent has not given a notification under Clause 27.9 (Pro rata interest settlement), Break Costs and other amounts payable in relation thereto under the Finance Documents; or
(B) in an amount agreed between the Defaulting Lender, the Replacement Lender and the Company which does not exceed the amount described in paragraph (A) above.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;
(iii) the transfer must take place no later than 20 10 days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and
(v) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) above once it is satisfied (acting reasonably) it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer to the Replacement Lender.
(c) The Defaulting Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Company when it is so satisfied that it has complied with those checks.
Appears in 1 contract
Sources: Facilities Agreement (Syngenta Ag)
Replacement of a Defaulting Lender. (a) The Company Borrower may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) 10 Business Days’ prior written notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 clause 20 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 clause 20 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(diii) require such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 clause 20 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, to an Eligible Institution (a Lender or other bank, financial institution, trust, fund or other entity (which “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company Borrower and which the Lenders (unless excluding the Agent is an Impaired Agent) is acceptable to the Agent (relevant Defaulting Lender and acting reasonably), and which confirms its willingness to assume and does assume all the obligations obligations, or all the relevant obligations obligations, of the transferring Lender in accordance with clause 20 (including Changes to the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer which is either:
(A) in an amount equal to the outstanding principal amount of such Lender▇▇▇▇▇▇’s participation in the outstanding Utilisations and all accrued interest and/or Letter of Credit fees, Break Costs and other amounts payable in relation thereto under the Finance Documents; or
(B) in an amount agreed between that Defaulting Lender, the Replacement Lender and the Company and which does not exceed the amount described in paragraph (A) above.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 clause 33.5 shall be subject to the following conditions:
(i) the Company Borrower shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Borrower to find a Replacement Lender;
(iii) the transfer must take place no later than 20 days after the notice referred to in paragraph (a) above; and;
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and
(v) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) 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 to the Replacement Lender.
(c) The Defaulting Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Hamilton Insurance Group, Ltd.)
Replacement of a Defaulting Lender. (a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) Business Days’ prior written notice to the Facility Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and to the extent permitted by law such Lender shall) transfer pursuant to Clause 27 28 (Changes to the LendersParties) all (and not part only) of its rights and obligations under this Agreement;; or
(cii) require such Lender to (and to the extent permitted by law such Lender shall) transfer pursuant to Clause 27 28 (Changes to the LendersParties) all (and not part only) of the undrawn Commitment of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, to a Lender or other bank, financial institution, trust, fund or other entity (which a Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender) selected by the Company Company, and which (unless the Facility Agent is an Impaired Agent) is acceptable to the Facility Agent (acting reasonably), ) and which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company shall have no right to replace the Agent or Security Facility Agent;
(ii) neither the Facility Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;
(iii) the transfer must take place no later than 20 30 days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 1 contract
Sources: Term and Revolving Facilities Agreement (Smith & Nephew PLC)
Replacement of a Defaulting Lender. (a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) three Business Days’ prior written notice to the Facility Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the LendersFinance Parties) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the LendersFinance Parties) all (and not part only) of the undrawn Revolving Facility Commitment of the Lender; or
(diii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the LendersFinance Parties) all (and not part only) of its rights and obligations in respect of the Revolving Facility, to a Lender or other bank, financial institution, trust, fund or other entity (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company Company, and which (unless the Facility Agent is an Impaired Agent) is acceptable to the Facility Agent (acting reasonably), ) which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding 127 63529049_1 Utilisations and all accrued interest and/or interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company shall have no right to replace the Facility Agent or Security AgentTrustee;
(ii) neither the Facility Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;
(iii) the transfer must take place no later than 20 30 days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 1 contract
Sources: Additional Facility Accession Agreement (Liberty Global PLC)
Replacement of a Defaulting Lender. (a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) two Business Days’ prior written notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 22 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and and, to the extent permitted by law, such Lender shall) shall transfer (pursuant to Clause 27 22 (Changes to the Lenders)) all (and not part only) of the undrawn Commitment of the Lender; or
(diii) require such Lender to (and and, to the extent permitted by law, such Lender shall) shall transfer (pursuant to Clause 27 22 (Changes to the Lenders)) all (and not part only) of its rights and obligations in respect of the Facility, to a Lender or other bank, financial institution, trust, fund or other entity (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably)Company, which confirms its willingness to assume and does assume all the obligations obligations, or all the relevant obligations obligations, of the transferring Lender in accordance with Clause 22 (including Changes to the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer which is either:
(A) in an amount equal to the outstanding principal amount of such Lender▇▇▇▇▇▇’s participation in the outstanding Utilisations Loans and all accrued interest and/or interest, Break Costs and other amounts payable in relation thereto under the Finance Documents; or
(B) in an amount agreed between that Defaulting Lender, the Replacement Lender and the Company and which does not exceed the amount described in paragraph (A) above.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 33.7 shall be subject to the following conditions:
(i) the Company shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;
(iii) the transfer must take place no later than 20 60 days after the notice referred to in paragraph (a) above; and;
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and
(v) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) 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 to the Replacement Lender.
(c) The Defaulting Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Company when it is satisfied that it has complied with those checks.
Appears in 1 contract
Sources: Facility Agreement (Ses S.A.)
Replacement of a Defaulting Lender. (a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) Business Days’ prior written notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 23 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 23 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(diii) require such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 23 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, to a Lender or other bank, financial institution, trust, fund or other entity (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender in accordance with Clause 23 (including Changes to the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer which is either:
(A) in an amount equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations Loans and all accrued interest and/or (to the extent that the Agent has not given a notification under Clause 23.10 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents; or
(B) in an amount agreed between that Defaulting Lender, the Replacement Lender and the Company and which does not exceed the amount described in paragraph (A) above.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 34 shall be subject to the following conditions:
(i) the Company shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;
(iii) the transfer must take place no later than 20 days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 1 contract
Sources: Revolving Senior Secured Credit Facility Agreement (Gold Fields LTD)
Replacement of a Defaulting Lender. (a) The Company may, at any time after a Lender has become and continues to be a Defaulting Lender, by giving not less than five fifteen (515) Business Days’ prior written notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 23 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;; and
(cii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 23 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, to a Lender or other bank, financial institution, trust, fund or other entity (which a Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender) selected by the Company Borrower, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations Utilisation and all accrued interest and/or and fees, Break Costs and other amounts payable in relation thereto under the Finance Documents.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 34.6 shall be subject to the following conditions:
(i) the Company Borrower shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Borrower to find a Replacement Lender;
(iii) the transfer must take place no later than 20 sixty (60) days after the notice referred to in paragraph (a) aboveabove and in accordance with Clause 23 (Changes to the Lenders); and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 1 contract
Replacement of a Defaulting Lender. (a) 15.10.1 The Company Borrower may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five ten (510) Business Days’ prior written notice to the Agent and such Lender:
(b) , replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) 14 all (and not part only) of its rights and obligations under this Agreement;
(c) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, Agreement to a Lender or other bank, financial institution, trust, fund or other entity (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), Borrower which confirms its willingness to assume and does assume all the obligations obligations, or all the relevant obligations obligations, of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) in accordance with Clause 14 for a purchase price in cash payable at the time of transfer which is either:
(a) in an amount equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations relevant Tranche and all accrued interest and/or interest, Break Costs and other amounts payable in relation thereto under the Finance Documents; or
(b) in an amount agreed between that Defaulting Lender, the Replacement Lender and the Borrower and which does not exceed the amount described in (a).
(e) 15.10.2 Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 15.10 shall be subject to the following conditions:
(ia) the Company Borrower shall have no right to replace the Agent or Security Agent;
(iib) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Borrower to find a Replacement Lender;
(iiic) the transfer must take place no later than 20 days thirty (30) Business Days after the notice referred to in paragraph (a) above; andClause 15.10.1;
(ivd) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and
(e) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to 15.10.1 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 to the Replacement Lender.
15.10.3 The Defaulting Lender shall perform the checks described in Clause 15.10.2 as soon as reasonably practicable following delivery of a notice referred to in Clause 15.10.1 and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks.
Appears in 1 contract
Sources: Loan Agreement
Replacement of a Defaulting Lender. (a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) Business Days’ prior written notice to the Facility Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 (Changes to the LendersParties) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 (Changes to the LendersParties) all (and not part only) of the its undrawn Commitment of the LenderRevolving Credit Commitment; or
(diii) require such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 (Changes to the LendersParties) all (and not part only) of its rights and obligations in respect of the Revolving Credit Facility, to any person in accordance with Clause 27 (Changes to the Parties) (a Lender or other bank, financial institution, trust, fund or other entity (which Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender) selected by the Company and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume assumes all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or Letter of Credit fees, Break Costs and other amounts payable in relation thereto under the Finance Documents.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 Subclause shall be subject to the following conditions:
(i) the Company shall have no right to replace the Facility Agent or Security Agent;
(ii) neither the Facility Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;
(iii) the transfer must take place no later than 20 five days after the notice referred to in paragraph (a) above; and;
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and
(v) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) 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 to the Replacement Lender.
(c) The Defaulting Lender shall perform the checks described in subparagraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Facility Agent and the Company when it is satisfied that it has complied with those checks.
Appears in 1 contract
Sources: Fifth Supplemental Agreement (MGM Resorts International)
Replacement of a Defaulting Lender. (a) The Company Parent may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) Business Days’ prior written notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 25 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(diii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 25 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the FacilityFacilities, to a Lender or other bank, financial institution, trust, fund or other entity (which a Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor Affiliate) selected by the Company Parent, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) in Loans on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or Break Costs and other amounts payable in relation thereto under the Finance Documents).
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 37.5 shall be subject to the following conditions:
(i) the Company Borrowers shall have no right to replace the Agent or Security Agentpursuant to this Clause 37.5;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Parent to find a Replacement Lender;
(iii) the transfer must take place no later than 20 ninety (90) days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 1 contract
Sources: Facilities Agreement (International Game Technology PLC)
Replacement of a Defaulting Lender. (a) The Company Borrower may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) at least 5 Business Days’ ' prior written notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 26 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 26 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(diii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 26 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, to a Lender or other bank, financial institution, trust, fund or other entity (which Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor Affiliate"Substitute Lender") selected by the Company Borrower, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s Le▇▇▇▇'▇ participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such each Lender’s 's participation in the outstanding Utilisations and all accrued interest and/or interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company Borrower shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall not have any obligation to the Company Borrower to find a Replacement Substitute Lender;
(iii) the transfer must take place no later than 20 days 15 Business Days after the notice referred to in paragraph (a) above; and;
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Substitute Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and
(v) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) 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 to the Substitute Lender.
(c) The Defaulting Lender shall perform the checks described in sub-paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks.
Appears in 1 contract
Sources: Facility Agreement (Bungeltd)
Replacement of a Defaulting Lender. (a) 38.5.1 The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) 10 Business Days’ prior written notice to the Agent and such Lender:
(b) 38.5.1.1 replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 24 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(c) 38.5.1.2 require such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 24 (Changes to the Lenders) all (and not part only) of the undrawn Facility B Commitment of the Lender; or
(d) 38.5.1.3 require such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 24 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the FacilityFacility B, to a Lender or other bank, financial institution, trust, fund or other entity (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company Company, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender in accordance with Clause 24 (including Changes to the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of the transfer which is either:
(a) in an amount equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations Loans and all accrued interest and/or (to the extent that the Agent has not given a notification under Clause 27.9 (Pro-rata interest settlement) Break Costs and other amounts payable in relation thereto under the Finance Documents; or
(b) in an amount agreed between that Defaulting Lender and the Replacement Lender and the Company which does not exceed the amount described in paragraph (a) above.
(e) 38.5.2 Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 clause shall be subject to the following conditions:
(i) 38.5.2.1 the Company shall have no right to replace the Agent or Security Agent;
(ii) 38.5.2.2 neither the Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;
(iii) 38.5.2.3 the transfer must take place no later than 20 days 5 Business Days after the notice referred to in paragraph (a) above; andClause 38.5;
(iv) 38.5.2.4 in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and
38.5.2.5 the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to Clause 38.5 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 the transfer to the Replacement Lender.
38.5.3 The Defaulting Lender shall perform the checks described in Clause 38.5.
Appears in 1 contract
Sources: Term Loan and Multicurrency Revolving Facilities Agreement (AVG Technologies N.V.)
Replacement of a Defaulting Lender. (a) The Company Parent may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) ten Business Days’ prior written notice to the Agent and such LenderLender prepay such Lender or:
(bi) replace such Lender by requiring such Lender to (and to the extent permitted by law such Lender shall) transfer pursuant to Clause 27 22 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;; or
(cii) require such Lender to (and to the extent permitted by law such Lender shall) transfer pursuant to Clause 27 22 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facilitythat ▇▇▇▇▇▇, to a Lender or other bank, bank or financial institution, trust, fund or other entity institution (a Default Replacement Lender) selected by the Parent (which Replacement Lender may shall not be a member of the Group or (except with Majority Lender consent) an Investor Affiliate) selected by the Company Group), and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender▇▇▇▇▇▇’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender▇▇▇▇▇▇’s participation in the outstanding Utilisations and all accrued interest and/or Break Costs and other amounts payable in relation thereto under the Finance Documents.
(eb) Any prepayment or transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company Parent shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Parent to find a Default Replacement Lender;
(iii) the transfer or prepayment must take place no later than 20 90 days after the notice referred to in paragraph (a) above; and;
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Default Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and
(v) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) 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 to the Replacement Lender.
(c) The Defaulting Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Parent when it is satisfied that it has complied with those checks.
Appears in 1 contract
Replacement of a Defaulting Lender. (a) The Company Parent may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) Business Days’ ' prior written notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 25 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(diii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 25 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the FacilityFacilities, to a Lender or other bank, financial institution, trust, fund or other entity (which a Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor Affiliate) selected by the Company Parent, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s 's participations or unfunded participations (as the case may be) in Loans on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or Break Costs and other amounts payable in relation thereto under the Finance Documents).
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 37.5 shall be subject to the following conditions:
(i) the Company Borrowers shall have no right to replace the Agent or Security Agentpursuant to this Clause 37.5;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Parent to find a Replacement Lender;
(iii) the transfer must take place no later than 20 ninety (90) days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 1 contract
Sources: Senior Facility Agreement (International Game Technology PLC)
Replacement of a Defaulting Lender. (a) The Company Borrower may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) at least 5 Business Days’ ' prior written notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 26 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 26 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(diii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 26 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, to a Lender or other bank, financial institution, trust, fund or other entity (which Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor Affiliate"Substitute Lender") selected by the Company Borrower, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s ▇▇▇▇▇▇'s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s each ▇▇▇▇▇▇'s participation in the outstanding Utilisations and all accrued interest and/or interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company Borrower shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall not have any obligation to the Company Borrower to find a Replacement Substitute Lender;
(iii) the transfer must take place no later than 20 days 15 Business Days after the notice referred to in paragraph (a) above; and;
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Substitute Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and
(v) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) 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 to the Substitute Lender.
(c) The Defaulting Lender shall perform the checks described in sub-paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks.
Appears in 1 contract
Replacement of a Defaulting Lender. (a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) two Business Days’ prior written notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 24 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and and, to the extent permitted by law, such Lender shall) shall transfer (pursuant to Clause 27 24 (Changes to the Lenders)) all (and not part only) of the undrawn Commitment of the Lender; or
(diii) require such Lender to (and and, to the extent permitted by law, such Lender shall) shall transfer (pursuant to Clause 27 24 (Changes to the Lenders)) all (and not part only) of its rights and obligations in respect of the Facility, to a Lender or other bank, financial institution, trust, fund or other entity (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably)Company, which confirms its willingness to assume and does assume all the obligations obligations, or all the relevant obligations obligations, of the transferring Lender in accordance with Clause 24 (including Changes to the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring LenderLenders)) for a purchase price in cash payable at the time of transfer which is either:
(A) in an amount equal to the outstanding principal amount of such Lender▇▇▇▇▇▇’s participation in the outstanding Utilisations Loans and all accrued interest and/or interest, Break Costs and other amounts payable in relation thereto under the Finance Documents; or
(B) in an amount agreed between that Defaulting Lender, the Replacement Lender and the Company and which does not exceed the amount described in paragraph (A) above.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 35.7 shall be subject to the following conditions:
(i) the Company shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;
(iii) the transfer must take place no later than 20 60 days after the notice referred to in paragraph (a) above; and;
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and
(v) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) 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 to the Replacement Lender.
(c) The Defaulting Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Company when it is satisfied that it has complied with those checks.
Appears in 1 contract
Sources: Bridge Facility Agreement (Ses S.A.)
Replacement of a Defaulting Lender. (a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) three Business Days’ prior written notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 24 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 24 (Changes to the Lenders) all (and not part only) of the undrawn Facility B Commitment of the Lender; or
(diii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 24 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the FacilityFacility B, to a Lender or other bank, financial institution, trust, fund or other entity (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company Company, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or Break Costs and other amounts payable in relation thereto under the Finance Documents.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender or any other Lender;
(iii) the transfer must take place no later than 20 30 days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 1 contract
Replacement of a Defaulting Lender. (a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) Business Days’ prior written notice to the Facility Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and to the extent permitted by law such Lender shall) transfer pursuant to Clause 27 (Changes to the LendersParties) all (and not part only) of its rights and obligations under this Agreement;; or
(cii) require such Lender to (and to the extent permitted by law such Lender shall) transfer pursuant to Clause 27 (Changes to the LendersParties) all (and not part only) of the undrawn Commitment of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, to a Lender or other bank, financial institution, trust, fund or other entity (which a Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender) selected by the Company Company, and which (unless the Facility Agent is an Impaired Agent) is acceptable to the Facility Agent (acting reasonably), ) and which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company shall have no right to replace the Agent or Security Facility Agent;
(ii) neither the Facility Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;
(iii) the transfer must take place no later than 20 30 days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 1 contract
Replacement of a Defaulting Lender. (a) 34.6.1 The Company Parent may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five 5 (5five) Business Days’ prior written notice to the Facility Agent and such Lender:
(b) 34.6.1.1 replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 23 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;; or
34.6.1.2 (c) require such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 23 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, to a Lender an Eligible Institution which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other bankfinancial assets (a Replacement Lender), financial institution, trust, fund or other entity (which Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor Affiliate) selected by the Company and which (unless the Facility Agent is an Impaired Facility Agent) is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same Gold Fields_ RCF Table of Contents basis as the transferring Lender) ), for a purchase price in cash payable at the time of the transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or (subject to any notice having been given by the Facility Agent under Clause 23.9 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents.
(e) 34.6.2 Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 34 shall be subject to the following conditions:
(i) 34.6.2.1 the Company Parent shall have no right to replace the Agent or Security Facility Agent;
(ii) 34.6.2.2 neither the Facility Agent nor the Defaulting Lender shall have any obligation to the Company Parent to find a Replacement Lender;
(iii) 34.6.2.3 the transfer must take place no later than 20 5 (five) days after the notice referred to in paragraph (a) Clause 34.6.2.1 above; and;
(iv) 34.6.2.4 in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and
34.6.2.5 the Lender shall only be obliged to transfer its rights and obligations pursuant to Clause 34.6.2.1 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 the Lender shall perform such know your customer or other similar checks as soon as reasonably practicable following delivery of a notice referred to in Clause 34.6.2.1 above and shall notify the Facility Agent and the Parent when it is satisfied that it has complied with those checks.
Appears in 1 contract
Sources: Zar Revolving Credit Facility Agreement (Gold Fields LTD)
Replacement of a Defaulting Lender. (a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) 5 Business Days’ prior written notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 31 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 31 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(diii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 31 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the FacilityFacilities, to a Lender or other bank, financial institution, trust, fund or other entity (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company Company, and which (unless the Agent is an Impaired Agent) is acceptable to (in the Agent case of any transfer of a Commitment) (i) the Issuing Bank (if one has been appointed) and (ii) the Alternative L/C Fronting Bank (if the Defaulting Lender is a Fronted Alternative L/C Lender) each acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or Letter of Credit fees, Alternative L/C Utilisation fees, Break Costs and other amounts payable in relation thereto under the Finance DocumentsDocuments (or such lesser amount as the transferor and transferee may agree).
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company shall have no right to replace the Agent or Security AgentTrustee;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;
(iii) the transfer must take place no later than 20 days Business Days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 1 contract
Sources: Revolving Facilities Agreement (Manchester United Ltd.)
Replacement of a Defaulting Lender. (a) The Company Borrower may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) 10 Business Days’ ' prior written notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 24 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 24 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(diii) require such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 24 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, to an Eligible Institution (a Lender or other bank, financial institution, trust, fund or other entity (which Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor Affiliate) selected by the Company and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonablyLender), which confirms its willingness to assume and does assume all the obligations obligations, or all the relevant obligations obligations, of the transferring Lender in accordance with Clause 24 (including Changes to the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer which is either: LRXM/076001.00588/92345437.6Page 105
(A) in an amount equal to the outstanding principal amount of such Lender’s participation 's ▇▇▇▇▇cipation in the outstanding Utilisations and all accrued interest and/or (to the extent that the Agent has not given a notification under Clause 24.10 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents; or
(B) in an amount agreed between that Defaulting Lender, the Replacement Lender and the Parent and which does not exceed the amount described in sub-paragraph (A) above.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 36.6 shall be subject to the following conditions:
(i) the Company Borrower shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Borrower to find a Replacement Lender;
(iii) the transfer must take place no later than 20 60 days after the notice referred to in paragraph (a) above; and;
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and
(v) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) 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 to the Replacement Lender.
(c) The Defaulting Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Parent when it is satisfied that it has complied with those checks.
Appears in 1 contract
Sources: Usd 75,000,000 Single Currency Revolving Facility Agreement (StoneX Group Inc.)
Replacement of a Defaulting Lender. (a) The Company Borrowers may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) Business Days’ prior written notice to the Agent and such Lender:
(b) 14.9.1 replace such Lender by requiring such Lender to (and to the extent permitted by law such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) 14 all (and not part only) of its rights and obligations under this Agreement;
(c) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, Agreement to a Lender or other bank, bank or financial institution, trust, fund or other entity institution (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company Borrowers, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), ) and which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender▇▇▇▇▇▇’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for or a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender▇▇▇▇▇▇’s participation in the outstanding Utilisations Loan and all accrued interest and/or interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.;
(e) 14.9.2 Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 14.9 shall be subject to the following conditions:
(ia) the Company Borrowers shall have no right to replace the Agent or Security Agent;
(iib) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Borrowers to find a Replacement Lender;
(iiic) the transfer must take place no later than 20 days fifteen (15) Business Days after the notice referred to in the first paragraph (a) aboveof Clause 14.9; and
(ivd) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 1 contract
Sources: Secured Credit Facility (Teekay Offshore Partners L.P.)
Replacement of a Defaulting Lender. (a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) Business Days’ prior written notice to the Facility Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 41 (Changes to the LendersParties) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 41 (Changes to the LendersParties) all (and not part only) of the its undrawn Commitment of the LenderRevolving Credit Commitment; or
(diii) require such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 41 (Changes to the LendersParties) all (and not part only) of its rights and obligations in respect of the Revolving Credit Facility, to any person in accordance with Clause 41 (Changes to the Parties) (a Lender or other bank, financial institution, trust, fund or other entity (which Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender) selected by the Company and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume assumes all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or Letter of Credit fees, Break Costs and other amounts payable in relation thereto under the Finance Documents.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 Subclause shall be subject to the following conditions:
(i) the Company shall have no right to replace the Facility Agent or Security Agent;
(ii) neither the Facility Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;
(iii) the transfer must take place no later than 20 five days after the notice referred to in paragraph (a) above; and;
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and
(v) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) 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 to the Replacement Lender.
(c) The Defaulting Lender shall perform the checks described in subparagraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Facility Agent and the Company when it is satisfied that it has complied with those checks.
Appears in 1 contract
Sources: Second Supplemental Agreement (MGM Resorts International)
Replacement of a Defaulting Lender. (a) The Company Borrower may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) 20 Business Days’ prior written notice to the Agent and such Lender:
(b) Lender replace such Lender by requiring such Lender to (and to the extent permitted by law such Lender shall) transfer assign pursuant to Clause 27 clause 30 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(c) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, Agreement to a Lender or other bank, financial institution, trust, fund or other entity (which a Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender) selected by the Company Borrower, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), ) and which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender▇▇▇▇▇▇’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender▇▇▇▇▇▇’s participation in the outstanding Utilisations Loan and all accrued interest and/or Break Costs and other amounts payable in relation thereto under the Finance Documents.
(eb) Any transfer of rights and obligations of assignment by a Defaulting Lender pursuant to this Clause 39.6 clause shall be subject to the following conditions:
(i) the Company Borrower shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Borrower to find a Replacement Lender;
(iii) the transfer must take place no later than 20 14 days after the notice referred to in paragraph (aclause 41.7(a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 1 contract
Replacement of a Defaulting Lender. (a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) 5 Business Days’ prior written notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 23 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 23 (Changes to the Lenders) all (and not part only) of the undrawn Revolving Credit Facility Commitment of the Lender; or
(diii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 23 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Revolving Credit Facility, to a Lender or other bank, financial institution, trust, fund or other entity (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company Company, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or and Break Costs and other amounts payable in relation thereto under the Finance Documents.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;
(iii) the transfer must take place no later than 20 10 days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 1 contract
Sources: Senior Facilities Agreement (Melco Crown Entertainment LTD)
Replacement of a Defaulting Lender. (a) 38.4.1 The Company Borrower may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) ten Business Days’ ' prior written notice to the Facility Agent and such Lender:
(bA) replace such Lender by requiring such Lender to (and to the extent permitted by law such Lender shall) transfer pursuant to Clause 27 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;; 181 Index
(cB) require such Lender to (and to the extent permitted by law such Lender shall) transfer pursuant to Clause 27 25 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(dC) require such Lender to (and to the extent permitted by law such Lender shall) transfer pursuant to Clause 27 25 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, to a Lender or other bank, financial institution, trust, fund or other entity (which a "Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender") selected by the Company Borrower, and which (unless the Facility Agent is an Impaired Agent) is acceptable to the Agent Majority Lenders (acting reasonably)) and, in relation to a transfer under Tranche C, to the Fronting Bank which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s 's participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s 's participation in the outstanding Utilisations and all accrued interest and/or letter of credit commission (to the extent that the Facility Agent has not given a notification under Clause 25.10 (Pro rata interest settlement), Break Costs and other amounts payable in relation thereto under the Finance Documents.
38.4.2 The Facility Agent may (eand is authorised by each Finance Party to) execute, without requiring any further consent or action from any other Party, a Transfer Certificate on behalf of any Defaulting Lender which is required to transfer its rights and obligations under this Agreement pursuant to Clause 38.4.1 which shall be effective for the purposes of Clause 25.5 (Procedure for transfer). The Facility Agent shall not be liable in any way for any action taken by it pursuant to this Clause 38.4.2 and, for the avoidance of doubt, the provisions of Clause 28.9 (Exclusion of liability) shall apply in relation thereto.
38.4.3 Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 38.4 (Replacement of a Defaulting Lender) shall be subject to the following conditions:
(iA) the Company Borrower shall have no right to replace the Agent or Security Agentan Administrative Finance Party;
(iiB) neither the Facility Agent nor the Defaulting Lender shall have any obligation to the Company Borrower to find a Replacement Lender;
(iiiC) the transfer must take place no later than 20 five days after the notice referred to in paragraph (a) aboveClause 38.4.1; and
(ivD) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.. 182 Index
Appears in 1 contract
Sources: Senior Secured Multicurrency Credit Facility Agreement (Carrizo Oil & Gas Inc)
Replacement of a Defaulting Lender. (a) The Company Borrower may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) 15 Business Days’ prior written notice to the Agent and such Lender:
(b) Lender replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(c) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, Agreement to a Lender or other bank, financial institution, trust, fund or other entity (which a Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender) selected by the Company Borrower, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), ) and which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or Break Costs and other amounts payable in relation thereto under the Finance Documents.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company Borrower shall have no right to replace the Agent or Security AgentTrustee;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Borrower to find a Replacement Lender;
(iii) the transfer must take place no later than 20 days 5days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 1 contract
Sources: Facility Agreement (Cascal N.V.)
Replacement of a Defaulting Lender. (a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) Business Days’ prior written notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 22 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 22 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(diii) require such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 22 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, to a Lender or other bank, financial institution, trust, fund or other entity (which a Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender) selected by the Company and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably)Company, which confirms its willingness to assume and does assume all the obligations obligations, or all the relevant obligations obligations, of the transferring Lender in accordance with Clause 22 (including Changes to the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer which is either:
(iv) in an amount equal to the outstanding principal amount of such Lender▇▇▇▇▇▇’s participation in the outstanding Utilisations and all accrued interest and/or (to the extent that the Agent has not given a notification under Clause 22.10 (Pro rata interest settlement), Break Costs and other amounts payable in relation thereto under the Finance Documents; or
(v) in an amount agreed between that Defaulting Lender, the Replacement Lender and the Company and which does not exceed the amount described in paragraph (iv) above .
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 33.6 shall be subject to the following conditions:
(i) the Company shall have no right to replace the Agent or Security Agentpursuant to this Clause 33.6;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;
(iii) the transfer must take place no later than 20 30 days after the notice referred to in paragraph (a) above; and;
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and
(v) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) 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 to the Replacement Lender.
(c) The Defaulting Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Company when it is satisfied that it has complied with those checks.
Appears in 1 contract
Replacement of a Defaulting Lender. (a) The Company Borrowers may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) 5 Business Days’ prior written notice to the Agent and such Lender:
(b) Lender replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to this Clause 27 (Changes to the Lenders) 0 all (and not part only) of its rights and obligations under this Agreement;
(c) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, Agreement to a Lender or other bank, financial institution, trust, fund Fund or other entity (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company Borrowers, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations obligations, or all the relevant obligations obligations, of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) in accordance with this Clause 0 for a purchase price in cash payable at the time of transfer which is either:
(i) in an amount equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations Contribution and all accrued interest and/or interest, Break Costs and other amounts payable in relation thereto under the Finance Documents; or
(ii) in an amount agreed between that Defaulting Lender, the Replacement Lender and the Borrowers and which does not exceed the amount described in paragraph (i) above.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 26.20 shall be subject to the following conditions:
(i) the Company Borrowers shall have no right to replace the Agent or Security AgentTrustee;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Borrowers to find a Replacement Lender;
(iii) the transfer must take place no later than 20 days 7 Business Days after the notice referred to in paragraph (a) above; and;
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and
(v) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) 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 to the Replacement Lender.
(c) The Defaulting Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Borrowers when it is satisfied that it has complied with those checks.
Appears in 1 contract
Replacement of a Defaulting Lender. (a) The Company Borrower may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five fifteen (515) Business Days’ prior written notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 23 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;; or
(cii) require such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 23 (Changes to the Lenders) all (and not part only) of the undrawn Commitment Commitment(s) of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, or to a Lender or other bank, financial institution, trust, fund or other entity (which a Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender) selected by the Company Borrower, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender in accordance with Clause 23 (including Changes to the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer in an amount equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations Loans and all accrued interest and/or (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.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company Borrower shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Borrower to find a Replacement Lender;
(iii) the transfer must take place no later than 20 days ten (10) Business Days after the notice referred to in paragraph (a) above; and;
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and
(v) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) 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 to the Replacement Lender.
(c) The Defaulting Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks.
Appears in 1 contract
Sources: Bridge Facilities Agreement (Compagnie Maritime Belge NV)
Replacement of a Defaulting Lender. (a) The Company Borrower may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) 4 Business Days’ prior written notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and, to the extent such assignment and transfer by assumption of contract (Vertragsübernahme) is permitted by applicable laws and regulations, such Lender shall) assign and transfer by assumption of contract (Vertragsübernahme) pursuant to Clause 27 22 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;; or
(cii) require such Lender to (and, to the extent such assignment and transfer by assumption of contract (Vertragsübernahme) is permitted by applicable laws and regulations, such Lender shall) assign and transfer by assumption of contract (Vertragsübernahme) pursuant to Clause 27 22 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, to a Lender or other bank, financial institution, trust, fund or other entity (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company Borrower, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or (to the extent that the Agent has not given a notification under Clause 22.8 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company Borrower shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Borrower to find a Replacement Lender;
(iii) the transfer must take place no later than 20 10 days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 1 contract
Sources: Credit Facility Agreement (Sap Ag)
Replacement of a Defaulting Lender. (aA) The Company Borrower may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) Business Days’ prior written notice to the Agent and such Lender:
(b1) replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 23 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(c2) require such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 23 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(d3) require such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 23 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the FacilityFacilities, to a Lender or other bank, financial institution, trust, fund or other entity (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), Borrower which confirms its willingness to assume and does assume all the obligations obligations, or all the relevant obligations obligations, of the transferring Lender in accordance with Clause 23 (including Changes to the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer which is either:
(a) in an amount equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or (to the extent that the Agent has not given a notification under Clause 23.10 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents; or
(b) in an amount agreed between that Defaulting Lender, the Replacement Lender and the Borrower and which does not exceed the amount described in paragraph (a) above.
(eB) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 33.8 shall be subject to the following conditions:
(i1) the Company Borrower shall have no right to replace the Agent or Security Agent;
(ii2) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Borrower to find a Replacement Lender;
(iii3) the transfer must take place no later than 20 days five Business Days after the notice referred to in paragraph (aClause 33.8(A) above; and;
(iv4) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and
(5) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to Clause 33.8(A) 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 to the Replacement Lender.
Appears in 1 contract
Sources: Bridge and Term Facilities Agreement (Rentokil Initial PLC /Fi)
Replacement of a Defaulting Lender. (a) 1. The Company Borrowers may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five ten (510) Business Days’ ' prior written notice to the Agent and such Lender:
(b) , replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) 14 all (and not part only) of its rights and obligations under this Agreement;
(c) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, Agreement to a Lender or other bank, financial institution, trust, fund or other entity (which a "Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender") selected by the Company and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), Borrowers which confirms its willingness to assume and does assume all the obligations obligations, or all the relevant obligations obligations, of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) in accordance with Clause 14 for a purchase price in cash payable at the time of transfer which is either:
(a) in an amount equal to the outstanding principal amount of such Lender’s 's participation in the outstanding Utilisations Loan and all accrued interest and/or interest, Break Costs and other amounts payable in relation thereto under the Finance Documents; or
(b) in an amount agreed between that Defaulting Lender, the Replacement Lender and the Borrowers and which does not exceed the amount described in (a).
(e) 2. Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 15.10 shall be subject to the following conditions:
(ia) the Company Borrowers shall have no right to replace the Agent or Security Agent;
(iib) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Borrowers to find a Replacement Lender;
(iiic) the transfer must take place no later than 20 days thirty (30) Business Days after the notice referred to in paragraph (a) above; andClause 15.10.1;
(ivd) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and
(e) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to 15.10.1 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 to the Replacement Lender.
3. The Defaulting Lender shall perform the checks described in Clause 15.10.2 as soon as reasonably practicable following delivery of a notice referred to in Clause 15.10.1 and shall notify the Agent and the Borrowers when it is satisfied that it has complied with those checks.
Appears in 1 contract
Sources: Secured Term Loan Facility Agreement (Teekay LNG Partners L.P.)
Replacement of a Defaulting Lender. (a) 39.5.1 The Company Borrower may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) 15 Business Days’ ' prior written notice to the Facility Agent and such Lender:
(bA) replace such Lender by requiring such Lender to (and to the extent permitted by law such Lender shall) transfer pursuant to Clause 27 26 (Changes to the LendersLenders ) all (and not part only) of its rights and obligations under this Agreement;
(cB) require such Lender to (and to the extent permitted by law such Lender shall) transfer pursuant to Clause 27 26 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(dC) require such Lender to (and to the extent permitted by law such Lender shall) transfer pursuant to Clause 27 26 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, to a Lender or other bank, financial institution, trust, fund or other entity (which a "Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender") selected by the Company Borrower, and which (unless the Facility Agent is an Impaired Agent) is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s 's participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s 's participation in the outstanding Utilisations and all accrued interest and/or (to the extent that the Facility Agent has not given a notification under Clause 26.10 (Pro rata interest settlement), Break Costs and other amounts payable in relation thereto under the Finance Documents.
39.5.2 The Facility Agent may (eand is authorised by each Finance Party to) execute, without requiring any further consent or action from any other Party, a Transfer Certificate on behalf of any Defaulting Lender which is required to transfer its rights and obligations under this Agreement pursuant to Clause 39.5.1 which shall be effective for the purposes of Clause 26.5 (Procedure for transfer). The Facility Agent shall not be liable in any way for any action taken by it pursuant to this Clause 39.5.2 and, for the avoidance of doubt, the provisions of Clause 29.10 (Exclusion of liability) shall apply in relation thereto.
39.5.3 Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(iA) the Company Borrower shall have no right to replace the Agent or Security Agentan Administrative Finance Party;
(iiB) neither the Facility Agent nor the Defaulting Lender shall have any obligation to the Company Borrower to find a Replacement Lender;
(iiiC) the transfer must take place no later than 20 10 days after the notice referred to in paragraph (a) aboveClause 39.5.1; and
(ivD) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 1 contract
Sources: Borrowing Base Facility Agreement (Transglobe Energy Corp)
Replacement of a Defaulting Lender. (a) 43.5.1 The Company Borrower may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) 20 Business Days’ prior written notice to the Agent and such Lender:
(b) Lender replace such Lender by requiring such Lender to (and to the extent permitted by law such Lender shall) transfer assign pursuant to Clause 27 clause 32 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(c) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, Agreement to a Lender or other bank, financial institution, trust, fund or other entity (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company Borrower, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), ) and which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations Loans and all accrued interest and/or interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.
(e) 43.5.2 Any transfer of rights and obligations of assignment by a Defaulting Lender pursuant to this Clause 39.6 clause shall be subject to the following conditions:
(ia) the Company Borrower shall have no right to replace the Agent or Security Agent;
(iib) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Borrower to find a Replacement Lender;
(iiic) the transfer must take place no later than 20 14 days after the notice referred to in paragraph (a) clause 43.5.1 above; and
(ivd) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 1 contract
Replacement of a Defaulting Lender. (a) The Company Parent may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) ten Business Days’ prior written notice to the Agent and such LenderLender prepay such Lender or:
(bi) replace such Lender by requiring such Lender to (and to the extent permitted by law such Lender shall) transfer pursuant to Clause 27 23 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;; or
(cii) require such Lender to (and to the extent permitted by law such Lender shall) transfer pursuant to Clause 27 23 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facilitythat ▇▇▇▇▇▇, to a Lender or other bank, bank or financial institution, trust, fund or other entity institution (a Default Replacement Lender) selected by the Parent (which Replacement Lender may shall not be a member of the Group or (except with Majority Lender consent) an Investor Affiliate) selected by the Company Group), and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender▇▇▇▇▇▇’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender▇▇▇▇▇▇’s participation in the outstanding Utilisations and all accrued interest and/or interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.
(eb) Any prepayment or transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company Parent shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Parent to find a Default Replacement Lender;
(iii) the transfer or prepayment must take place no later than 20 90 days after the notice referred to in paragraph (a) above; and;
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Default Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and
(v) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) 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 to the Replacement Lender.
(c) The Defaulting Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Parent when it is satisfied that it has complied with those checks.
Appears in 1 contract
Replacement of a Defaulting Lender. (a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) 5 Business Days’ ' prior written notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 24 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 24 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(diii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 24 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the FacilityFacilities, to a Lender or other bank, financial institution, trust, fund or other entity (which a "Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender") selected by the Company Company, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s 's participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s 's participation in the outstanding Utilisations and all accrued interest and/or interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.
(e) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;
(iii) the transfer must take place no later than 20 days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Alliance Data Systems Corp)
Replacement of a Defaulting Lender. (a) 26.6.1 The Company Parent may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) ten Business Days’ prior written notice to the Facility Agent and such Lender:
(ba) replace such Lender by requiring such Lender to (and to the extent permitted by law such Lender shall) transfer pursuant to Clause 27 23 (Changes to the LendersBenefit of Agreement) all (and not part only) of its rights and obligations under this Agreement;
(cb) require such Lender to (and to the extent permitted by law such Lender shall) transfer pursuant to Clause 27 23 (Changes to the LendersBenefit of Agreement) all (and not part only) of the undrawn Commitment of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, to a Lender or other bank, financial institution, trust, fund or other entity (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company Parent, and which (unless the Facility Agent is an Impaired Agent) is acceptable to the Facility Agent (acting reasonably), ) and which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations Advances and all accrued interest and/or (to the extent that the Facility Agent has not given a notification under Clause 23.8 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Financing Documents.
(e) 26.6.2 Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 26.6 (Replacement of a Defaulting Lender) shall be subject to the following conditions:
(ia) the Company Parent shall have no right to replace the Agent or Security Facility Agent;
(iib) neither the Facility Agent nor the Defaulting Lender shall have any obligation to the Company Parent to find a Replacement Lender;
(iiic) the transfer must take place no later than 20 ten days after the notice referred to in paragraph (a) sub-clause 26.6.1 above; and
(ivd) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Financing Documents.
Appears in 1 contract
Replacement of a Defaulting Lender. (a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) Business Days’ prior written notice to the Facility Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 28 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 28 (Changes to the Lenders) all (and not part only) of the undrawn Revolving Facility Commitment of the Lender; or
(diii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 28 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Revolving Facility, to a Lender or other bank, financial institution, trust, fund or other entity (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company Company, and which (unless the Facility Agent is an Impaired Agent) is acceptable to the Facility Agent (acting reasonably)) and (in the case of any transfer of a Revolving Facility Commitment) to the Issuing Bank, which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or Letter of Credit fees, Break Costs and other amounts payable in relation thereto under the Finance Documents.
(e) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;
(iii) the transfer must take place no later than 20 days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 1 contract
Sources: Term and Revolving Facilities Agreement (ShangPharma Corp)
Replacement of a Defaulting Lender. (a) The Company Parent may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) 5 Business Days’ ' prior written notice to the Facility Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 31.2 (Changes to Assignments and transfers by the Lenders) all (and not part only) of its rights and obligations under this Agreement;; or
(cii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 31.2 (Changes to Assignments and transfers by the Lenders) all (and not part only) of the undrawn Available Commitment of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, to a Lender or other bank, financial institution, trust, fund or other entity (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company Parent, and which (unless the Agent is an Impaired Agent) is acceptable to the Facility Agent (acting reasonably)) and to the Documentary Credit Bank, which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s ▇▇▇▇▇▇'s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or Break Costs and other amounts payable in relation thereto under the Finance Documents).
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company Parent shall have no right to replace the Agent or Security Facility Agent;
(ii) neither the Facility Agent nor the Defaulting Lender shall have any obligation to the Company Parent to find a Replacement Lender;
(iii) the transfer must take place no later than 20 90 days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 1 contract
Replacement of a Defaulting Lender. (a) The Company may, at any time after a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) 15 Business Days’ prior written notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 24 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;; and
(cii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 24 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, to a Lender or other bank, financial institution, trust, fund or other entity (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company Company, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or and fees, Break Costs and other amounts payable in relation thereto under the Finance Documents.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 35.6 shall be subject to the following conditions:
(i) the Company shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;
(iii) the transfer must take place no later than 20 60 days after the notice referred to in paragraph (a) aboveabove and in accordance with Clause 24 (Changes to the Lenders); and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 1 contract
Sources: Facilities Agreement (Sappi LTD)
Replacement of a Defaulting Lender. (a) The Company Borrower may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) Business Days30 days’ prior written notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 25 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(diii) require such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 25 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the FacilityFacilities, to a Lender or other bank, financial institution, trust, fund or other entity (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company and Borrower, which (unless the Agent is an Impaired Agent) is acceptable to (in the Agent (acting reasonably), case of any transfer of a Commitment) and which confirms its willingness to assume and does assume all the obligations obligations, or all the relevant obligations obligations, of the transferring Lender in accordance with Clause 25 (including Changes to the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer which is either:
(A) in an amount equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations Loans and all accrued interest and/or and (to the extent that the Agent has not given a notification under Clause 25.9 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents; or
(B) in an amount agreed between that Defaulting Lender, the Replacement Lender and the Borrower and which does not exceed the amount described in paragraph (A) above.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 37.7 shall be subject to the following conditions:
(i) the Company Borrower shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Borrower to find a Replacement Lender;
(iii) the transfer must take place no later than 20 10 days after the notice referred to in paragraph (a) above; and;
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and
(v) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) 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 to the Replacement Lender.
(c) The Defaulting Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks.
Appears in 1 contract
Replacement of a Defaulting Lender. (a) The Company Borrower may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) 10 Business Days’ ' prior written notice to the Agent and such Lender:
(b) Lender replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 23 (Changes to the LendersParties) all (and not part only) of its rights and obligations under this Agreement;
(c) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, Agreement to a Lender or other bank, financial institution, trust, fund or other entity (which a "Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender") selected by the Company Borrower and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations obligations, or all the relevant obligations obligations, of the transferring Lender in accordance with Clause 23 (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal Changes to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or Break Costs and other amounts payable in relation thereto under the Finance DocumentsParties).
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 36.6 shall be subject to the following conditions:
(i) the Company Borrower shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Borrower to find a Replacement Lender;
(iii) the transfer must take place no later than 20 60 days after the notice referred to in paragraph (a) above; and;
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and
(v) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) 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 to the Replacement Lender.
(c) The Defaulting Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks.
Appears in 1 contract
Sources: Facility Agreement (PCGI Intermediate Holdings LTD)
Replacement of a Defaulting Lender. (a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) Business Days’ prior written notice to the Facility Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the LendersParties) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the LendersParties) all (and not part only) of the its undrawn Revolving Credit Commitment of the Lender; or
(diii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the LendersParties) all (and not part only) of its rights and obligations in respect of the Revolving Credit Facility, to any person in accordance with Clause 27 (Changes to the Parties) (a Lender or other bank, financial institution, trust, fund or other entity (which Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender) selected by the Company and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume assumes all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or or Letter of Credit fees, Break Costs and other amounts payable in relation thereto under the Finance Documents.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 Subclause shall be subject to the following conditions:
(i) the Company shall have no right to replace the Agent or Security Agent;
(ii) neither the Facility Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;
(iiiii) the transfer must take place no later than 20 five days after the notice referred to in paragraph (a) above; and
(iviii) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 1 contract
Replacement of a Defaulting Lender. (a) 34.6.1 The Company Borrower Security Group Agent may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) 10 Business Days’ prior written notice to the Initial ACF Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and to the extent permitted by law such Lender shall) transfer pursuant to Clause 27 21 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and to the extent permitted by law such Lender shall) transfer pursuant to Clause 27 21 (Changes to the Lenders) all (and not part only) of the undrawn Revolving Credit Facility Commitment or Overdraft Facility Commitment (as applicable) of the Lender; or
(diii) require such Lender to (and to the extent permitted by law such Lender shall) transfer pursuant to Clause 27 21 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the FacilityRevolving Credit Facility or Overdraft Facility (as applicable), to an Eligible Institution (a Lender or other bank, financial institution, trust, fund or other entity (which “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably)Company, which confirms its willingness to assume and does assume all the obligations obligations, or all the relevant obligations obligations, of the transferring Lender in accordance with Clause 21 (including Changes to the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer which is either:
(a) in an amount equal to the outstanding principal amount of such Lender▇▇▇▇▇▇’s participation in the outstanding Utilisations and all accrued interest and/or interest, Break Costs and other amounts payable in relation thereto under the Initial ACF Finance Documents.; or
(e) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;
(iii) the transfer must take place no later than 20 days after the notice referred to in paragraph (a) above; and
(ivb) in no event shall the an amount agreed between that Defaulting Lender be required to pay or surrender to Lender, the Replacement Lender any of and the fees received by Company and which does not exceed the Defaulting Lender pursuant to the Finance Documentsamount described in Clause 34.6.1(iii)(a).
Appears in 1 contract
Sources: Amendment and Restatement Deed
Replacement of a Defaulting Lender. (a) The Company Borrowers may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) 5 Business Days’ prior written notice to the Agent and such Lender:
(b) Lender replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to this Clause 27 (Changes to the Lenders) 26 all (and not part only) of its rights and obligations under this Agreement;
(c) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, Agreement to a Lender or other bank, financial institution, trust, fund Fund or other entity (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company Borrowers, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations obligations, or all the relevant obligations obligations, of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) in accordance with this Clause 26 for a purchase price in cash payable at the time of transfer which is either:
(i) in an amount equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations Contribution and all accrued interest and/or interest, Break Costs and other amounts payable in relation thereto under the Finance Documents; or
(ii) in an amount agreed between that Defaulting Lender, the Replacement Lender and the Borrowers and which does not exceed the amount described in paragraph (i) above.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 26.20 shall be subject to the following conditions:
(i) the Company Borrowers shall have no right to replace the Agent or Security AgentTrustee;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Borrowers to find a Replacement Lender;
(iii) the transfer must take place no later than 20 days 7 Business Days after the notice referred to in paragraph (a) above; and;
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and
(v) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) 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 to the Replacement Lender.
(c) The Defaulting Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Borrowers when it is satisfied that it has complied with those checks.
Appears in 1 contract
Replacement of a Defaulting Lender. (a) The Company Account Party may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) ten Business Days’ prior written notice to the Facility Agent and such that Lender:
(bi) replace such that Lender by requiring such that Lender to (and such that Lender shall) transfer pursuant to Clause clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreementagreement;
(cii) require such that Lender to (and such that Lender shall) transfer pursuant to Clause clause 27 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the that Lender; or
(diii) require such that Lender to (and such that Lender shall) transfer pursuant to Clause clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, to a Lender or other bank, financial institution, trust, fund or other entity (which Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor Affiliate) Approved Credit Institution selected by the Company Account Party, and which (unless the Facility Agent is an Impaired Agent) is acceptable to the Facility Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or Break Costs and other amounts payable in relation thereto under the Finance Documents).
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 clause shall be subject to the following conditions:
(i) the Company Account Party shall have no right to replace the Facility Agent or Security Agent;
(ii) the Default Lender must receive the purchase price in cash payable at the time of transfer equal to any amount paid by that Defaulting Lender under or in connection with any Letter of Credit and all accrued interest, fees, break costs and any other amount payable to such Defaulting Lender under the Finance Documents;
(iii) neither the Facility Agent nor the Defaulting Lender shall have any obligation to the Company Account Party to find a Replacement replacement Lender;
(iii) the transfer must take place no later than 20 days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Hanover Insurance Group, Inc.)
Replacement of a Defaulting Lender. (a) The Company Borrower may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five two (52) Business Days’ ' prior written notice to the Administrative Agent and such Lender:
(b) Lender replace such Lender by requiring such Lender to (and to the extent permitted by law such Lender shall) transfer assign pursuant to Clause 27 30 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(c) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, Agreement to a Lender or other bank, financial institution, trust, fund or other entity (which a Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender) selected by the Company and Borrower, which (unless the Agent is an Impaired Agent) is acceptable to the Administrative Agent with the consent of the Required Lenders (acting reasonablyother than the Lender the Borrower desire to replace), and which confirms its willingness to assume undertake and does assume undertake all the obligations or all the relevant obligations of the transferring Lender in accordance with Clause 30 (including Changes to the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer which is either:
(i) in an amount equal to the outstanding principal amount of such Lender’s 's participation in the outstanding Utilisations Loan and all accrued interest and/or interest, Break Costs and other amounts payable in relation thereto under the Finance Documents; or
(ii) in an amount agreed between that Defaulting Lender, the Replacement Lender and the Borrower and which does not exceed the amount described in paragraph (i) above.
(eb) Any transfer of rights and obligations of assignment by a Defaulting Lender pursuant to this Clause 39.6 clause shall be subject to the following conditions:
(i) the Company Borrower shall have no right to replace the Administrative Agent, Security Agent or Security the ECA Agent;
(ii) neither the Administrative Agent nor the Defaulting Lender shall have any obligation to the Company Borrower to find a Replacement Lender;
(iii) the transfer assignment must take place no later than 20 days three (3) Business Days after the notice referred to in paragraph Clause 41.8(a) (aReplacement of a Defaulting Lender) above; and;
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents;
(v) any requirements under the relevant K-sure Insurance Policy; and
(vi) the Defaulting Lender shall only be obliged to assign its rights pursuant to Clause 41.8(a) (Replacement of a Defaulting Lender) 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 to the Replacement Lender.
Appears in 1 contract
Sources: Loan Agreement (Dorian LPG Ltd.)
Replacement of a Defaulting Lender. (a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) Business Days’ prior written notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 23 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;; and
(cii) require such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 23 (Changes to the Lenders) all (and not part only) of the undrawn Commitment Available Commitments of the Lender; or
(db) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, to a Lender or other bank, financial institution, trust, fund or other entity (which a "Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender") selected by the Company and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably)Company, which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender in accordance with Clause 23 (including Changes to the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer which is either:
(A) in an amount equal to the outstanding principal amount of such Lender’s 's participation in the outstanding Utilisations and all accrued interest and/or Break Costs and other amounts payable in relation thereto under the Finance Documents; or
(B) in an amount agreed between that Defaulting Lender, the Replacement Lender and the Company and which does not exceed the amount described in paragraph (A) above.
(ec) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;
(iii) the transfer must take place no later than 20 days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and
(iv) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) 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 to the Replacement Lender.
(d) The Defaulting Lender shall perform the checks described in paragraph (c)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Company when it is satisfied that it has complied with those checks.
Appears in 1 contract
Sources: Syndicated L/G Facility Agreement (Hillenbrand, Inc.)
Replacement of a Defaulting Lender. (a) The Company Vodafone may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) Business Days’ prior written notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the LendersParties) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the LendersParties) all (and not part only) of the undrawn Commitment Commitments of the Lender; : or
(diii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the LendersParties) all (and not part only) of its rights and obligations in respect of the FacilityFacilities, to a Lender or other bank, bank or financial institution, trust, fund or other entity (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company Vodafone, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), ) and which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations Advances and all accrued interest and/or interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 26.6 shall be subject to the following conditions:
(i) the Company Vodafone shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Vodafone to find a Replacement Lender;
(iii) the transfer must take place no later than 20 days 45 Business Days after the notice referred to in paragraph (a) above; and
(iv) and in no event shall the a Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
(c) An amendment or waiver which relates to this Clause 26 may not be effected without the consent of each Lender.
Appears in 1 contract
Replacement of a Defaulting Lender. (a) The Company Obligors’ Agent may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) three Business Days’ prior written notice to the Facility Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 30 (Changes to the To The Lenders) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 30 (Changes to the To The Lenders) all (and not part only) of the its undrawn Commitment of the LenderCommitments; or
(diii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 30 (Changes to the To The Lenders) all (and not part only) of its rights and obligations in respect of the FacilityFacilities, to a Lender or other bank, financial institution, trust, fund or other entity (which a Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender) selected by the Company and which (unless the Agent is an Impaired Obligors’ Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender in accordance with Clause 30 (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring LenderChanges To The Lenders) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or Break Costs and other amounts payable in relation thereto under the Finance Documents.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 43.5 shall be subject to the following conditions:
(i) the Company Obligors’ Agent shall have no right to replace the Agent or Security Facility Agent;
(ii) neither none of the Agent nor Facility Agent, the Defaulting Lender nor any other party shall have any obligation to the Company Obligors’ Agent to find a Replacement Lender;
(iii) the transfer must take place no later than 20 days after the date the notice referred to in paragraph (a) aboveabove is delivered to the Facility Agent and the relevant Lender; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 1 contract
Sources: Multicurrency Term and Revolving Facilities and Subscription Agreement (BHP Billiton LTD)
Replacement of a Defaulting Lender. (a) The Company Parent may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) 5 Business Days’ prior written notice to the Agent and such Lender:
(b) , replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 26 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(c) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, Agreement to a Lender or other bank, financial institution, trust, fund or other entity (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company Parent, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or Break Costs and other amounts payable in relation thereto under the Finance Documents.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company Parent shall have no right to replace the Agent or Security AgentTrustee;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Parent to find a Replacement Lender;
(iii) the transfer must take place no later than 20 5 days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 1 contract
Replacement of a Defaulting Lender. (a) 15.10.1 The Company Borrowers may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five ten (510) Business Days’ prior written notice to the Agent and such Lender:
(b) , replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) 14 all (and not part only) of its rights and obligations under this Agreement;
(c) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, Agreement to a Lender or other bank, financial institution, trust, fund or other entity (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), Borrowers which confirms its willingness to assume and does assume all the obligations obligations, or all the relevant obligations obligations, of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) in accordance with Clause 14 for a purchase price in cash payable at the time of transfer which is either:
(a) in an amount equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations Loan and all accrued interest and/or interest, Break Costs and other amounts payable in relation thereto under the Finance Documents; or
(b) in an amount agreed between that Defaulting Lender, the Replacement Lender and the Borrowers and which does not exceed the amount described in (a).
(e) 15.10.2 Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 15.10 shall be subject to the following conditions:
(ia) the Company Borrowers shall have no right to replace the Agent or Security Agent;
(iib) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Borrowers to find a Replacement Lender;
(iiic) the transfer must take place no later than 20 days thirty (30) Business Days after the notice referred to in paragraph (a) above; andClause 15.10.1;
(ivd) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and
(e) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to 15.10.1 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 to the Replacement Lender.
Appears in 1 contract
Sources: Secured Term Loan Facility Agreement
Replacement of a Defaulting Lender. (a) The Company Parent may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) Business Days’ prior written notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of the undrawn Revolving Credit Facility Commitment of the Lender; or
(diii) require such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, Revolving Credit Facility to a Lender or other bank, financial institution, trust, fund or other entity (in this Clause, a “Replacement Lender”) selected by the Parent (each of which Replacement Lender may shall not be a member of the Group or (except with Majority Lender consent) an Investor Affiliate) selected by the Company Group), and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), and which (in the case of any transfer of a Revolving Credit Facility Commitment) is acceptable to the Issuing Bank confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender in accordance with Clause 27 (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal Changes to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or Break Costs and other amounts payable in relation thereto under the Finance Documents.Lenders)
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company Parent shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Parent to find a Replacement Lender;
(iii) the transfer must take place no later than 20 days after the notice referred to in paragraph (a) above; and;
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and
(v) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (a) 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 to the Replacement Lender.
(c) The Defaulting Lender shall perform the checks described in paragraph (b)(v) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Parent when it is satisfied that it has complied with those checks.
Appears in 1 contract
Replacement of a Defaulting Lender. (a) The Company Vodafone may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) Business Days’ prior written notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the LendersParties) all (and not part only) of its rights and obligations under this Agreement;; or
(cii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the LendersParties) all (and not part only) of the undrawn Commitment Commitments of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, to a Lender or other bank, bank or financial institution, trust, fund or other entity (which a “Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender”) selected by the Company Vodafone, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), ) and which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations Advances and all accrued interest and/or interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company Vodafone shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Vodafone to find a Replacement Lender;
(iii) the transfer must take place no later than 20 days 45 Business Days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the a Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
(c) An amendment or waiver which relates to this Clause 26 may not be effected without the consent of each Lender.
Appears in 1 contract
Replacement of a Defaulting Lender. (a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) 10 Business Days’ prior written notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 clause 28 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(cii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 clause 28 (Changes to the Lenders) all (and not part only) of the undrawn Revolving Commitment of the Lender; or
(diii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 clause 28 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Revolving Facility, to a Lender or other bank, financial institution, trust, fund or other entity (which Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender) selected by the Company Company, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Utilisations and all accrued interest and/or interest, Break Costs and other amounts payable in relation thereto under the Finance Documents.
(e) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;
(iii) the transfer must take place no later than 20 days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 1 contract
Replacement of a Defaulting Lender. (a) The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five ten (510) Business Days’ ' prior written notice to the Agent and such Lender:
(bi) replace such Lender by requiring such Lender to (and such Lender shall) transfer pursuant to Clause 27 33 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;; or
(cii) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 33 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, to a Lender or other bank, financial institution, trust, fund or other entity Affiliate of a Lender (which a "Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender") selected by the Company Company, and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations or all the relevant obligations of the transferring Lender (including the assumption of the transferring Lender’s 's participations or unfunded participations (as the case may be) on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s 's participation in the outstanding Utilisations and all accrued interest and/or (to the extent that the Agent has not given a notification under Clause 24.9 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents.
(eb) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 shall be subject to the following conditions:
(i) the Company shall have no right to replace the Agent or Security Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;
(iii) the transfer must take place no later than 20 thirty (30) days after the notice referred to in paragraph (a) above; and
(iv) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents.
Appears in 1 contract
Sources: Credit Agreement (Axa Financial Inc)
Replacement of a Defaulting Lender. (a) 35.6.1 The Company Borrowers may, at any time a Lender has become and continues to be a Defaulting Lender, by giving not less than five (5) ten Business Days’ ' prior written notice to the Agent and such Lender:
(b) , replace such Lender by requiring such Lender to (and and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 27 24 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement;
(c) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
(d) require such Lender to (and such Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, Agreement to a Lender or other bank, financial institution, trust, fund or other entity (which a "Replacement Lender may not be a member of the Group or (except with Majority Lender consent) an Investor AffiliateLender") selected by the Company and which (unless the Agent is an Impaired Agent) is acceptable to the Agent (acting reasonably), Borrowers which confirms its willingness to assume and does assume all the obligations obligations, or all the relevant obligations obligations, of the transferring Lender in accordance with Clause 24 (including Changes to the assumption of the transferring Lender’s participations or unfunded participations (as the case may be) on the same basis as the transferring LenderLenders) for a purchase price in cash payable at the time of transfer which is either:
(a) in an amount equal to the outstanding principal amount of such Lender’s 's participation in the outstanding Utilisations Loan and all accrued interest and/or (to the extent that the Agent has not given a notification under Clause 24.9 (Pro rata interest settlement), Break Costs and other amounts payable in relation thereto under the Finance Documents; or
(b) in an amount agreed between that Defaulting Lender, the Replacement Lender and the Borrowers and which does not exceed the amount described in (a).
(e) 35.6.2 Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 39.6 35.6 shall be subject to the following conditions:
(ia) the Company Borrowers shall have no right to replace the Agent or Security Agent;
(iib) neither the Agent nor the Defaulting Lender shall have any obligation to the Company Borrowers to find a Replacement Lender;
(iiic) the transfer must take place no later than 20 days 10 Business Days after the notice referred to in paragraph (a) above; andClause 35.6.1;
(ivd) in no event shall the Defaulting Lender be required to pay or surrender to the Replacement Lender any of the fees received by the Defaulting Lender pursuant to the Finance Documents; and
(e) the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to 35.6.1 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 to the Replacement Lender.
35.6.3 The Defaulting Lender shall perform the checks described in Clause 35.6.2
Appears in 1 contract