Right of replacement of a single Lender Clause Samples

Right of replacement of a single Lender. If: (a) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 13.2 (Tax gross-up); or (b) any Lender claims indemnification from the Company under Clause 13.3 (Tax indemnity) or Clause 14 (Increased costs), the Company may: (i) (whilst the circumstance giving rise to the requirement or indemnification continues) arrange for the transfer of the whole (but not part only) of that Lender's Commitment and participations in the Loans to a new or existing Lender willing to accept that transfer and acceptable to the Company and the remaining Lenders; or (ii) give the Facility Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender's participation in the Utilisations, whereupon the Commitment of that Lender shall immediately be reduced to zero. On the last day of each Interest Period which ends after the Company has given notice under this paragraph (ii) (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Loan is outstanding shall repay that Lender's participation in that Loan.
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Right of replacement of a single Lender. If: (a) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 16.2 (Tax gross-up); (b) any Lender or Issuing Bank claims indemnification from Newco under Clause 16.3 (Tax and Expenses Indemnity) or Clause 17.1 (Increased Costs); or (A) the Company or an Obligor requests an amendment or waiver which requires the consent of all of the Lenders; and (B) the Majority Lenders have consented to that amendment or waiver; but (C) a Lender has not consented to that amendment or waiver, the Company may: (i) whilst the circumstance giving rise to the requirement or indemnification continues or the request for an amendment or waiver request is outstanding (as appropriate), arrange for the transfer at par of the whole (but not part only) of that Lender’s Commitment and participations in the Utilisations and its Ancillary Commitment (if any) and Ancillary Outstandings under its Ancillary Facility to a new or existing Lender willing to accept that transfer and acceptable to the Company and the remaining Lenders of the relevant Facility; or (ii) with the prior consent of all the other Lenders, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Utilisations and utilisations of any Ancillary Facility granted by that Lender, whereupon the Commitment of that Lender and its Ancillary Commitment (if any) shall immediately be reduced to zero or, in the case of the Issuing Bank, give the Agent notice that the Issuing Bank shall not be obliged to issue any Letter of Credit or Bank Guarantee and its intention to procure the provision of full cash cover in respect of the Issuing Bank’s maximum contingent liability under each Letter of Credit and Bank Guarantee outstanding. On the last day of each Interest Period which ends after the Company has given notice under this paragraph (ii) (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Utilisation or utilisation of an Ancillary Facility, as the case may be, is outstanding shall repay that Lender’s participation in that Utilisation or utilisation of an Ancillary Facility granted by that Lender or, as the case may be, provide full cash cover in respect of any Letter of Credit or Bank Guarantee issued by the Issuing Bank or any contingent liability of that Lender under an Ancillary Facility.
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Right of replacement of a single Lender. If: (a) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 12.2 (Tax gross-up); or (b) any Lender claims indemnification from the Company under Clause 12.3 (Tax indemnity) or Clause 13.1 (Increased costs), (c) an Obligor is, or will be, required to pay to a Lender any amount under Schedule 4 (Mandatory Cost Formulae), the Borrower may, whilst the circumstance giving rise to the requirement or indemnification continues (and by not less than 15 Business Days' prior written notice): (i) arrange for the transfer of the whole (but not part only) of that Lender's Commitment and participations in the Loans to a new or existing Lender or financial institution which is not a Restricted Person, a member of the Group or an Affiliate of either of the foregoing willing to accept that transfer and acceptable to the Borrower; or (ii) with the prior consent of the Majority Lenders, give the Facility Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender's participation in the Utilisations granted by that Lender, whereupon the Commitment of that Lender shall immediately be reduced to zero. On the last day of each Interest Period which ends after the Borrower has given notice under this paragraph (ii) (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that Lender's participation in that Utilisation.
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Right of replacement of a single Lender. If at any time any Lender does not agree to a consent, waiver, amendment or any other variation of any provision of the Finance Documents which the Borrower has requested and which is a matter requiring the agreement of all Table of Contents Lenders and Lenders representing (i) (if there are no Loans then outstanding) more than 85% per cent. of the Total Commitments (or if the Total Commitments have been reduced to zero, aggregated more than 85% per cent. of the Total Commitments immediately prior to that reduction), or (ii) (at any other time), Lenders whose participation in the Loans then outstanding aggregate more than 85% per cent. of all the aggregate Loans already made at that time, have consented to such matter, then the Borrower may either (i) prepay at par each dissident Lender’s participation (but not part thereof) in the Facilities (but only to the extent all the rest of the Lenders accept this prepayment) or (ii) require each dissident Lender to (and each dissident Lender shall) transfer pursuant to Clause 23 (Changes to the Lenders) all of its rights and obligations under this Agreement to a Lender or another bank, financial institution, trust, fund or other entity selected by the Borrower for an amount equal to the outstanding par principal amount of each dissident Lender’s participation in the outstanding Loans and all accrued interest and fees and other amounts payable to each dissident Lender hereunder at the time of such transfer. On any prepayment being made to a dissident Lender pursuant to this Clause 34.4, its Commitment shall be cancelled in full.
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Right of replacement of a single Lender. If:- (a) any sum payable to any Lender by an Obligor is required to be increased under paragraph (a) of Clause 14.2 (Tax gross-up); or (b) any Lender claims indemnification from MCL under Clause 14.3 (Tax indemnity) or Clause 15 (Increased costs), MCL may:- (i) while the circumstance giving rise to the requirement or indemnification continues, arrange for the transfer of the whole (but not part only) of that Lender's Commitment and participations in the Utilisations to a new or existing Lender willing to accept that transfer; or (ii) give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender's participation in the Utilisations, whereupon the Commitment of that Lender shall immediately be reduced to zero. On the last day of each Interest Period which ends after MCL has given notice under this paragraph (ii) (or, if earlier, the date specified by MCL in that notice), MCL shall repay that Lender's participation in that Utilisation.
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Right of replacement of a single Lender. If any Lender becomes entitled to receive any additional amounts pursuant to paragraph (a) of Clause 14.2 (Tax gross-up) or ceases to be an Eligible Lender or claims indemnification from the Borrower under Clause 14.3 (Tax indemnity) or Clause 15.1 (Increased costs), then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Agent, require such Lender to transfer, without recourse, all its interests, rights and obligations under this Agreement to a transferee that shall assume such interests, rights and obligations (which transferee must be a bank or financial institution, a Permitted Sands Lender or may be another Lender, if a Lender accepts such assignment), provided that such Lender shall have received from the transferee irrevocable payment in full in cash of an amount equal to the outstanding principal of its participation in the Loans, accrued interest thereon, and accrued fees and all other Liabilities and other amounts payable to it under this Agreement.
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Related to Right of replacement of a single Lender

  • Replacement of a Lender In the event any Lender (i) gives notice under Section 4.4 [LIBOR Rate Unascertainable, Etc.], (ii) requests compensation under Section 5.8 [Increased Costs], or requires the Borrower to pay any Indemnified Taxes or additional amount to any Lender or any Official Body for the account of any Lender pursuant to Section 5.9 [Taxes], (iii) is a Defaulting Lender, (iv) becomes subject to the control of an Official Body (other than normal and customary supervision), or (v) is a Non-Consenting Lender referred to in Section 11.1 [Modifications, Amendments or Waivers], then in any such event the Borrower may, at its sole expense, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.8 [Successors and Assigns]), all of its interests, rights (other than existing rights to payments pursuant to Sections 5.8 [Increased Costs] or 5.9 [Taxes]) and obligations under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: (i) the Borrower shall have paid to the Administrative Agent the assignment fee specified in Section 11.8 [Successors and Assigns]; (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and Participation Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 5.10 [Indemnity]) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (iii) in the case of any such assignment resulting from a claim for compensation under Section 5.8.1 [Increased Costs Generally] or payments required to be made pursuant to Section 5.9 [Taxes], such assignment will result in a reduction in such compensation or payments thereafter; and (iv) such assignment does not conflict with applicable Law. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

  • Right of Representation A workplace delegate may represent the industrial interests of eligible employees who wish to be represented by the workplace delegate in matters including: (a) consultation about major workplace change; (b) consultation about changes to rosters or hours of work; (c) resolution of disputes; (d) disciplinary processes; (e) enterprise bargaining where the workplace delegate has been appointed as a bargaining representative under section 176 of the Act or is assisting the delegate’s organisation with enterprise bargaining; and (f) any process or procedure within an award, enterprise agreement or policy of the employer under which eligible employees are entitled to be represented and which concerns their industrial interests.

  • Effect of Replacement In the event of the substitution of an Airframe or of a Replacement Engine pursuant to Section 10 of the Lease, all provisions of this Trust Indenture relating to the Airframe or Engine or Engines being replaced shall be applicable to such Replacement Airframe or Replacement Engine or Engines with the same force and effect as if such Replacement Airframe or Replacement Engine or Engines were the same airframe or engine or engines, as the case may be, as the Airframe or Engine or Engines being replaced but for the Event of Loss with respect to the Airframe or Engine or Engines being replaced.

  • Replacement of the L/C Issuer The L/C Issuer may be replaced at any time by written agreement between the Borrower, the Administrative Agent, the replaced L/C Issuer and the successor L/C Issuer. The Administrative Agent shall notify the Lenders of any such replacement of the L/C Issuer. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced L/C Issuer pursuant to Section 2.03(m). From and after the effective date of any such replacement, (i) the successor L/C Issuer shall have all the rights and obligations of an L/C Issuer under this Agreement with respect to Letters of Credit to be issued by it thereafter and (ii) references herein to the term “L/C Issuer” shall be deemed to include such successor or any previous L/C Issuer, or such successor and all previous L/C Issuer, as the context shall require. After the replacement of the L/C Issuer hereunder, the replaced L/C Issuer shall remain a party hereto and shall continue to have all the rights and obligations of an L/C Issuer under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

  • Resignation as L/C Issuer or Swing Line Lender after Assignment Notwithstanding anything to the contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to subsection (b) above, Bank of America may, (i) upon 30 days’ notice to the Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’ notice to the Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of Bank of America as L/C Issuer or Swing Line Lender, as the case may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If Bank of America resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.