Changes to reference rates Clause Samples
The "Changes to reference rates" clause defines how adjustments to financial contracts are handled when the underlying reference interest rate is modified, replaced, or discontinued. In practice, this clause outlines the procedures for selecting a new benchmark rate, such as transitioning from LIBOR to an alternative rate, and may specify how any resulting changes to payment calculations or contract terms are implemented. Its core function is to ensure continuity and fairness in contractual obligations by providing a clear mechanism for adapting to market-driven changes in reference rates, thereby reducing uncertainty and potential disputes.
Changes to reference rates. (a) Subject to Clause 37.3 (Other exceptions), if a Published Rate Replacement Event has occurred in relation to any Published Rate for dollars, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Reference Rate; and
(A) aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
(B) enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Agreement);
(C) implementing market conventions applicable to that Replacement Reference Rate;
(D) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
(E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Reference Rate (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the Obligors.
(b) An amendment or waiver that relates to, or has the effect of, aligning the means of calculation of interest on a Compounded SOFR Rate Loan or a Daily Simple SOFR Rate Loan (as applicable) under this Agreement to any recommendation of a Relevant Nominating Body which:
(i) relates to the use of a risk-free reference rate on a compounded basis (in relation to a Compounded SOFR Rate Loan) or a simple basis (in relation to a Daily Simple SOFR Rate Loan) in the international or any relevant domestic syndicated loan markets; and
(ii) is issued on or after the date of this Agreement, may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the Obligors.
(c) If any Lender fails to respond to a request for an amendment or waiver described in paragraphs (a) or (b) above within 5 Business Days (unless the Borrower and the Agent agree to a longer time period in relation to any request) of that request being made:
(i) its Commitment shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total ...
Changes to reference rates a) If a Published Rate Replacement Event has occurred in relation to any Published Rate, any amendment or waiver which relates to:
i) providing for the use of a Replacement Reference Rate in place of or in addition to that Published Rate; and
A) aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
B) enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Agreement);
C) implementing market conventions applicable to that Replacement Reference Rate;
D) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Reference Rate (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made with the consent of the Borrower and the Lender.
Changes to reference rates. (a) If a Published Rate Replacement Event has occurred in relation to any Published Rate, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Reference Rate in place of that Published Rate; and
(ii) (A) aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
Changes to reference rates. (a) Each Obligor agrees and acknowledges that it shall co-operate with the Finance Parties in good faith to agree and implement any amendment or waiver as contemplated pursuant to this Clause 42.4 (Changes to reference rates) as a result of a Published Rate Replacement Event.
(b) Subject to Clause 42.3 (Other exceptions), if a Published Rate Replacement Event has occurred any amendment or waiver which relates to:
(i) providing for the use of a Replacement Reference Rate in place of the Published Rate; and
(A) aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
(B) enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Agreement);
(C) implementing market conventions applicable to that Replacement Reference Rate;
(D) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
(E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Reference Rate (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made with the consent of the Facility Agent (acting on the instructions of the Majority Lenders) and the Borrowers.
Changes to reference rates. (a) Subject to Clause 46.3 (Other exceptions), any amendment or waiver which relates to:
(i) providing for the use of a Replacement Reference Rate; and
Changes to reference rates. If an RFR Replacement Event has occurred any amendment or waiver which relates to:
Changes to reference rates. Subject to clauses 43.2(b) and 43.2(c) (Exceptions), if a Published Rate Replacement Event has occurred in relation to any Published Rate for dollars, any amendment or waiver which relates to:
Changes to reference rates. Subject to clause 37.2(C), if a Published Rate Replacement Event has occurred, any amendment or waiver which relates to:
(A) providing for the use of a Replacement Reference Rate; and
(B) (i) aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
(i) enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Agreement);
(ii) implementing market conventions applicable to that Replacement Reference Rate;
(iii) providing for appropriate fallback (and market disruption provisions) for that Replacement Reference Rate; or
(iv) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Reference Rate (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made with the consent of the Facility Agent (acting on the instructions of the Majority Lenders).
Changes to reference rates any term of the Finance Documents may be amended or waived with the written consent of the Agent (acting on the instructions of the Majority Lenders and, if it affects the rights and obligations of the Agent or the Security Agent, the consent of the Agent or the Security Agent) and any such amendment or waiver agreed or given by the Agent will be binding on the other Finance Parties.
Changes to reference rates. (a) Subject to Clause 35.3 (Other exceptions), if a Published Rate Replacement Event has occurred in relation to any Published Rate for a currency which can be selected for a Loan, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Reference Rate in relation to that currency in place of that Published Rate; and
(ii) (A) aligning any provision of any Finance Document to the use of that Replacement Reference Rate; (B) enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Agreement);