Replacement of a Defaulting Lender. 36.11.1 The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving 10 (ten) Business Days’ prior written notice to the Agent and such Lender: 36.11.1.1 replace such Lender by requiring such Lender to (and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement; Sibanye ZAR RCF 36.11.1.2 require such Lender to (and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 25 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or 36.11.1.3 require such Lender to (and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 25 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility, 36.11.1.4 to a Replacement Lender selected by the 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 25 (Changes to the Lenders) for a purchase price in cash payable at the time of transfer which is either: 36.11.1.4.1 in an amount equal to the outstanding principal amount of such Lender’s participation in the outstanding Uti▇▇▇▇▇▇ons and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.8 (Pro rata interest settlement), Break Costs and other amounts payable in relation thereto under the Finance Documents; or 36.11.1.4.2 in an amount agreed between that Defaulting Lender, the Replacement Lender and the Company and which does not exceed the amount described in Clause 36.9.1.3.1.
Appears in 1 contract
Sources: Revolving Credit Facility Agreement (Sibanye Stillwater LTD)
Replacement of a Defaulting Lender. 36.11.1 36.7.1 The Company may, at any time a Lender has become and continues to be a Defaulting Lender, by giving 10 (ten) Business Days’ prior written notice to the Agent and such Lender:
36.11.1.1 36.7.1.1 replace such Lender by requiring such Lender to (and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 25 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement; Sibanye ZAR RCF;
36.11.1.2 36.7.1.2 require such Lender to (and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 25 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
36.11.1.3 36.7.1.3 require such Lender to (and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 25 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility,
36.11.1.4 36.7.1.4 to a Replacement Lender selected by the Company, which is acceptable to the Agent and 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 25 (Changes to the Lenders) for a purchase price in cash payable at the time of transfer which is either:
36.11.1.4.1 36.7.1.4.1 in an amount equal to the outstanding principal amount of such Lender’s participation in the outstanding Uti▇▇▇▇▇▇ons Utilisations and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.8 (Pro rata interest settlementRate Interest Settlement), Break Costs and other amounts payable in relation thereto under the Finance Documents; or
36.11.1.4.2 36.7.1.4.2 in an amount agreed between that Defaulting Lender, the Replacement Lender and the Company and which does not exceed the amount described in Clause 36.9.1.3.136.7.1.4.1 above.
36.7.2 Such transfer shall be deemed (subject to satisfaction of Clause 25.5.2 (Conditions of Transfer) to have been completed 10 Business Days after the transferee concerned delivers a Transfer Certificate executed by it to the Lender concerned and pays the relevant amount to the Agent.
36.7.3 Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 36.7 shall be subject to the following conditions:
36.7.3.1 the Company shall have no right to replace the Agent;
36.7.3.2 neither the Agent nor the Defaulting Lender shall have any obligation to the Company to find a Replacement Lender;
36.7.3.3 the transfer must take place no later than ten Business Days after the notice referred to in Clause 36.7.1 above;
36.7.3.4 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
36.7.3.5 the Defaulting Lender shall only be obliged to transfer its rights and obligations pursuant to Clause 36.7.1 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 to the Replacement Lender.
36.7.4 The Defaulting Lender shall perform the checks described in Clause 36.7.
Appears in 1 contract
Replacement of a Defaulting Lender. 36.11.1 (a) The Company Borrower may, at any time a Lender has become and continues to be a Defaulting Lender, by giving 10 (ten) Business Days’ ' prior written notice to the Agent and such Lender:
36.11.1.1 (i) replace such Lender by requiring such Lender to (and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 25 24 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement; Sibanye ZAR RCF;
36.11.1.2 (ii) require such Lender to (and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 25 24 (Changes to the Lenders) all (and not part only) of the undrawn Commitment of the Lender; or
36.11.1.3 (iii) require such Lender to (and, to the extent permitted by law, such Lender shall) transfer pursuant to Clause 25 24 (Changes to the Lenders) all (and not part only) of its rights and obligations in respect of the Facility,
36.11.1.4 , to an Eligible Institution (a Replacement Lender selected by the CompanyLender), which confirms its willingness to assume and does assume all the obligations, or all the relevant obligations, of the APJ/076001.00588/98366820.7Page 105 transferring Lender in accordance with Clause 25 24 (Changes to the Lenders) for a purchase price in cash payable at the time of transfer which is either:
36.11.1.4.1 (A) in an amount equal to the outstanding principal amount of such Lender’s participation in the outstanding Uti's ▇▇▇▇▇▇ons cipation in the outstanding Utilisations and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.8 24.10 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents; or
36.11.1.4.2 (B) in an amount agreed between that Defaulting Lender, the Replacement Lender and the Company Parent and which does not exceed the amount described in sub-paragraph (A) above.
(b) Any transfer of rights and obligations of a Defaulting Lender pursuant to this Clause 36.9.1.3.136.6 shall be subject to the following conditions:
(i) the Borrower shall have no right to replace the Agent;
(ii) neither the Agent nor the Defaulting Lender shall have any obligation to the Borrower to find a Replacement Lender;
(iii) the transfer must take place no later than 60 days after the notice referred to in paragraph (a) above;
(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: Single Currency Revolving Facility Agreement (StoneX Group Inc.)