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 Commitments has been obtained to approve that request; and (ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request. (d) In this Clause 37.4 (Changes to reference rates):
Appears in 3 contracts
Sources: Facility Agreement (Bunge Global SA), Revolving Facility Agreement (Bunge Global SA), Facility Agreement (Bungeltd)
Changes to reference rates. (a) Subject to Clause 37.3 36.3 (Other exceptions), if a Published Rate an RFR 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 RateRate in place of the RFR; 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 paragraph (a) or paragraph (b) above within 5 five (5) Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Borrower and the Agent may agree) of that request being made:
(i) its Commitment Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the relevant Facility/ies when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(d) In this Clause 37.4 (Changes to reference rates):36.4:
Appears in 3 contracts
Sources: Facility Agreement (Bristow Group Inc.), Facility Agreement (Bristow Group Inc.), Facility Agreement (Bristow Group Inc.)
Changes to reference rates. (a) Subject to Clause 37.3 34.3 (Other exceptions), if a Published Rate an RFR Replacement Event has occurred in relation to any Published Rate for dollarsoccurred, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Reference RateRate in place of the RFR; 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 ObligorsBorrower.
(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 (bparagraph(a) above within 5 10 Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Borrower and the Agent may agree) of that request being made:
(i) its Commitment Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the Facility when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(dc) In this Clause 37.4 (Changes to reference rates):34.4:
Appears in 2 contracts
Sources: Bridge Facilities Agreement (CMB.TECH Nv), Bridge Facilities Agreement (Compagnie Maritime Belge NV)
Changes to reference rates. (a) Subject to paragraph (a) of Clause 37.3 42.3 (Other exceptionsExceptions), if a Published Rate Replacement Event has occurred in relation to any that Published Rate for dollarsRate, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Reference Rate in place of that Published Rate; and
(A1) aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
(B2) 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);
(C3) implementing market conventions applicable to that Replacement Reference Rate;
(D4) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
(E5) 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’ Agent.
(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’ Agent.
(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 Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(d) In this Clause 37.4 (Changes to reference rates):42.4: “Published Rate” means:
Appears in 2 contracts
Sources: Borrowing Base Facility Agreement (Vaalco Energy Inc /De/), Borrowing Base Facility Agreement (Vaalco Energy Inc /De/)
Changes to reference rates. (a) Subject to Clause 37.3 43.3 (Other exceptions), if a Published Rate an RFR 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 RateRate in place of the RFR; 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 ObligorsBorrowers.
(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 the Loan or a Daily Simple SOFR Rate any part of the 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 the RFR 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 Facility Agent (acting on the instructions of the Majority Lenders) and the ObligorsBorrowers.
(c) If any Lender fails to respond to a request for an amendment or waiver described in paragraphs paragraph (a) or (b) above within 5 Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Borrowers and the Facility Agent may agree) of that request being made:
(i) its Commitment or its participation in the Loan (as the case may be) shall not be included for the purpose of calculating the Total Commitments or the amount of the Loan (as applicable) when ascertaining whether any relevant percentage of Total Commitments or the aggregate of participations in the Loan (as applicable) has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(d) In this Clause 37.4 43.4 (Changes to reference rates):
Appears in 2 contracts
Sources: Facility Agreement (Navios Maritime Partners L.P.), Term Loan Facility (Navios Maritime Partners L.P.)
Changes to reference rates. (a) Subject to Clause 37.3 40.3 (Other exceptions), exceptions if a Published Rate an RFR Replacement Event has occurred in relation to any Published Rate for dollarsoccurred, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Reference RateRate in place of the RFR; 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, including 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 LendersNote Subscribers) and the ObligorsIssuer.
(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) any Note under this Agreement to any recommendation of a Relevant Nominating Body which:
(i) relates to the use of a risk-free reference rate the RFR 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 LendersNote Subscribers) and the ObligorsIssuer.
(c) If any Lender Subscriber fails to respond to a request for an amendment or waiver described in paragraphs paragraph (a) or paragraph (b) above within 5 15 Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Issuer and the Agent may agree) of that request being made:
(i) its Commitment Commitments shall not be included for the purpose of calculating the Total Commitments under the relevant Series when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender Subscriber shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders Subscribers has been obtained to approve that request.
(d) In this Clause 37.4 (Changes to reference rates):42.5:
Appears in 2 contracts
Sources: Note Subscription Agreement (CorpAcq Group PLC), Note Subscription Agreement (CorpAcq Group PLC)
Changes to reference rates. (a) Subject to Clause 37.3 39.4 (Other exceptions), if a Published Rate an RFR Replacement Event has occurred in relation to any Published Rate for dollarsoccurred, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Reference RateRate in place of the RFR; 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, including 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 ObligorsBorrower.
(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 the RFR 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 ObligorsBorrower.
(c) If any Lender fails to respond to a request for an amendment or waiver described in paragraphs paragraph (a) or paragraph (b) above within 5 15 Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Borrower and the Agent may agree) of that request being made:
(i) its Commitment Commitments shall not be included for the purpose of calculating the Total Commitments under the relevant Facility/ies when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(d) In this Clause 37.4 (Changes to reference rates):39.5:
Appears in 2 contracts
Sources: Senior Term Facilities Agreement (CorpAcq Group PLC), Senior Term Facilities Agreement (CorpAcq Group PLC)
Changes to reference rates. (a) Subject to Clause 37.3 34.3 (Other exceptions), if a Published Rate Replacement Event has occurred in relation to any Published Rate for dollarsa 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
(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) in any currency under this Agreement to any recommendation of a Relevant Nominating Body which:
(i) relates to the use of a risk-free reference rate the RFR for that currency 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 paragraph (a) or (b) above within 5 15 Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Parent and the Agent may agree) of that request being made:
(i) its Commitment Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the relevant Facility/ies when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(d) In this Clause 37.4 (Changes to reference rates):34.4:
Appears in 2 contracts
Sources: Bridge and Term Facilities Agreement (Magnum Ice Cream Co B.V.), Bridge and Term Facilities Agreement (Magnum Ice Cream Co B.V.)
Changes to reference rates. (a) Subject to Clause 37.3 38.3 (Other exceptions), if a Published Rate Replacement Event has occurred in relation to any Published Rate for dollarsa 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
(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) in any currency under this Agreement to any recommendation of a Relevant Nominating Body which:
(i) relates to the use of a risk-free reference rate the RFR for that currency 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 paragraph (a) or (b) above within 5 15 Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Parent and the Agent may agree) of that request being made:
(i) its Commitment Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the relevant Facility/ies when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(d) In this Clause 37.4 (Changes to reference rates):38.4:
Appears in 2 contracts
Sources: Revolving Credit Facility Agreement (Magnum Ice Cream Co B.V.), Revolving Credit Facility Agreement (Magnum Ice Cream Co B.V.)
Changes to reference rates. (a) Subject to Clause 37.3 45.3 (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 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 Facility Agent (acting on the instructions of the Majority Lenders) and the ObligorsBorrowers.
(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 paragraph (a) or (b) above within 5 five Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Borrowers and the Facility Agent may agree) of that request being made:
(i) its Commitment or its participation in the Loan (as the case may be) shall not be included for the purpose of calculating the Total Commitments or the amount of the Loan (as applicable) when ascertaining whether any relevant percentage of Total Commitments or the aggregate of participations in the Loan (as applicable) has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(c) The Facility Agent (acting on the instructions of the Majority Lenders), the Hedge Counterparties and the Borrowers shall negotiate in good faith and in a commercially reasonable manner with a view to agreeing the terms of a Replacement Reference Rate consistently in this Agreement and in each Hedging Agreement and maintaining the respective economic values of each Hedging Agreement and this Agreement (including, without limitation, taking any steps to adjust the pricing accordingly).
(d) In this Clause 37.4 45.5 (Changes to reference rates):
Appears in 2 contracts
Sources: Facility Agreement (Okeanis Eco Tankers Corp.), Facility Agreement (Okeanis Eco Tankers Corp.)
Changes to reference rates. (a) Subject to Clause 37.3 36.3 (Other exceptions), if a Published Rate an RFR 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 RateRate in place of the RFR; 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 the 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 paragraph (a) or paragraph (b) above within 5 five (5) Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Borrower and the Agent may agree) of that request being made:
(i) its Commitment Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the relevant Facility/ies when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(d) In this Clause 37.4 (Changes to reference rates):36.4:
Appears in 2 contracts
Sources: Facility Agreement (Bristow Group Inc.), Facility Agreement (Bristow Group Inc.)
Changes to reference rates. (a) Subject to paragraph (b) of Clause 37.3 (Other exceptions), if a Published Rate Replacement Event has occurred in relation to any Published Rate for dollars27.2, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Reference Rate; and
(Aii) aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
(Biii) 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);
(Civ) implementing market conventions applicable to that Replacement Reference Rate;
(Dv) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
(Evi) 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 ObligorsBorrower.
(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, or for any other vote of Lenders in paragraphs relation to, paragraph (a) or (b) above within 5 Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Borrower and the Agent may agree) of that request being made:
(i) its Commitment or its participation in the Loan (as the case may be) shall not be included for the purpose of calculating the Total Commitments or the amount of the Loan (as applicable) when ascertaining whether any relevant percentage of Total Commitments or the aggregate of participations in the Loan (as applicable) has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(dc) In this Clause 37.4 (Changes to reference rates):24.7:
Appears in 2 contracts
Sources: Loan Agreement (Euroseas Ltd.), Loan Agreement (EuroDry Ltd.)
Changes to reference rates. (a) Subject to Clause 37.3 (Other exceptions), if If a Published Rate Replacement Event has occurred in relation to any a Published Rate for dollarsRate, any amendment or waiver which relates the Agent (acting on the instructions of all Lenders) shall be entitled to:
(i) providing for the use of replace that Published Rate with a Replacement Reference Rate; and
(A) aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
(Bii) enabling that adjust the pricing on the Replacement Reference Rate to be used for by the calculation amendment of interest under this Agreement (includingthe Margin or otherwise, without limitationin each case at its discretion, 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); and
(iii) amend this Agreement for the purpose of any of:
(A) providing for the use of a Replacement Reference Rate in place of that Published Rate;
(B) aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
(C) enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, may without limitation, any consequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Agreement);
(D) implementing market conventions applicable to that Replacement Reference Rate;
(E) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate, or
(F) adjusting the pricing in accordance with paragraph (ii) above.
(b) The Agent shall promptly notify the Borrowers and each Finance Party of any replacement of a Published Rate, any adjustment of pricing and any amendment of this Agreement made with pursuant to paragraph (a) above, which shall take effect immediately as from (and including) the consent of date specified in such notification.
(c) If required by the Agent (acting on the instructions of all Lenders), the Majority LendersBorrowers shall (and shall procure that each other Security Party shall) and enter into such supplemental, replacement or other agreement in relation to any Finance Document as the ObligorsAgent may specify to extend the effect of any of the amendments referred to in paragraph (a) above to such Finance Document.
(bd) 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 the RFR 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 Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(d) In this Clause 37.4 (Changes to reference rates):
Appears in 1 contract
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 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 ObligorsBorrowers.
(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, or for any of the vote of the Lenders in paragraphs relation to, paragraph (a) or (b) above within 5 Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Borrowers and the Agent may agree) of that request being made:
(i) its Commitment or its participation in the Loan (as the case may be) shall not be included for the purpose of calculating the Total Commitments or the amount of the Loan (as applicable) when ascertaining whether any relevant percentage of Total Commitments or the aggregate of participations in the Loan (as applicable) has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(dc) In this Clause 37.4 27.4 (Changes to reference rates):
Appears in 1 contract
Sources: Loan Agreement (Toro Corp.)
Changes to reference rates. (aA) Subject to Clause 37.3 33.3 (Other exceptions), if a Published Rate RFR Replacement Event has occurred in relation to any Published Rate for dollarsoccurred, any amendment or waiver which relates to:
(i1) providing for the use of a Replacement Reference RateRate in place of the RFR; and
(Aa) aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
(Bb) 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);
(Cc) implementing market conventions applicable to that Replacement Reference Rate;
(Dd) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
(Ee) 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 LendersL▇▇▇▇▇▇) and the ObligorsBorrower.
(bB) 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:
(i1) relates to the use of a risk-free reference rate the RFR 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
(ii2) 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 LendersL▇▇▇▇▇▇) and the ObligorsBorrower.
(cC) If any Lender fails to respond to a request for an amendment or waiver described in paragraphs (aClauses 33.4(A) or (b33.4(B) above within 5 10 Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Borrower and the Agent may agree) of that request being made:
(i1) its Commitment Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the relevant Facility/ies when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii2) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(dD) In this Clause 37.4 (Changes to reference rates):33.4:
Appears in 1 contract
Sources: Bridge and Term Facilities Agreement (Rentokil Initial PLC /Fi)
Changes to reference rates. (aA) Subject to Clause 37.3 40.3 (Other exceptions), ) if a Published Rate Replacement Event has occurred in relation to any Published Rate for dollarsa currency which can be selected for a Loan, any amendment or waiver which relates to:
(i1) providing for the use of a Replacement Reference Rate in relation to that currency in place of that Published Rate; and
(Aa) aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
(Bb) 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);
(Cc) implementing market conventions applicable to that Replacement Reference Rate;
(Dd) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
(Ee) 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 of 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’ Agent.
(bB) 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) in any currency under this Agreement to any recommendation of a Relevant Nominating Body which:
(i1) relates to the use of a risk-free reference rate the RFR for that currency 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
(ii2) 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’ Agent.
(cC) If any Lender fails to respond to a request for an 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 requestReference Rate Terms that is documented pursuant to a Reference Rate Supplement may be agreed in writing by the Company, the Agent (in its own capacity) and the Agent (acting on the instructions of the Majority Lenders) (provided that request being made:
(i) its Commitment shall a reduction to the Margin may not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as effected by a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that requestReference Rate Supplement).
(dD) In this Clause 37.4 (Changes to reference rates):40.4:
Appears in 1 contract
Sources: Multicurrency Revolving Facility Agreement (Endava PLC)
Changes to reference rates. (a) Subject to Clause 37.3 (Other exceptions), if If a Published Screen Rate Replacement Event has occurred in relation to any Published Rate for dollarsMPR, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Reference RateBenchmark in relation to MPR; and
(A) aligning any provision of any Finance Document to the use of that Replacement Reference RateBenchmark;
(B) enabling that Replacement Reference Rate Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Reference Rate Benchmark to be used for the purposes of this Agreement);;
(C) implementing market conventions applicable to that Replacement Reference RateBenchmark;
(D) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference RateBenchmark; 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 Benchmark (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 If 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 paragraph (a) or (b) above within 5 10 Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which Holdco and the Agent may agree) of that request being made:
(i) its Commitment Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the Facility when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(d) In this Clause 37.4 (Changes to reference rates):
Appears in 1 contract
Sources: Unsecured NGN Revolving Credit Facility Agreement (IHS Holding LTD)
Changes to reference rates. (a) Subject to Clause 37.3 (Other exceptions), if a Published Rate an RFR Replacement Event has occurred in relation to any Published Rate for dollarsoccurred, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Reference RateRate in relation to that currency in place of the RFR; 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 ObligorsBorrowers.
(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 the RFR for that currency 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.Borrowers.
(c) If any Lender fails to respond to a request for an amendment or waiver described in paragraphs paragraph (a) or paragraph (b) above within 5 ten (10) Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Borrowers and the Agent may agree) of that request being made:
(i) its Commitment Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the Facility when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(d) In this Clause 37.4 (Changes to reference rates):
Appears in 1 contract
Sources: Term Loan Facility Agreement (KNOT Offshore Partners LP)
Changes to reference rates. (a) Subject to paragraph (b) of Clause 37.3 (Other exceptions), if a Published Rate Replacement Event has occurred in relation to any Published Rate for dollars27.2, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Reference Rate; and
(Aii) aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
(Biii) 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);
(Civ) implementing market conventions applicable to that Replacement Reference Rate;
(Dv) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
(Evi) 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 LendersL▇▇▇▇▇▇) and the ObligorsBorrowers.
(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, or for any other vote of Lenders in paragraphs relation to, paragraph (a) or (b) above within 5 Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Borrowers and the Agent may agree) of that request being made:
(i) its Commitment or its participation in the Loan (as the case may be) shall not be included for the purpose of calculating the Total Commitments or the amount of the Loan (as applicable) when ascertaining whether any relevant percentage of Total Commitments or the aggregate of participations in the Loan (as applicable) has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(dc) In this Clause 37.4 (Changes to reference rates):24.7:
Appears in 1 contract
Changes to reference rates. (a) Subject to Clause 37.3 (Other exceptions), if If a Published Rate RFR Replacement Event has occurred in relation to any Published Rate for dollarsthe RFR, any amendment or waiver which relates the Agent (acting on the instructions of all Lenders) shall be entitled to:
(i) providing for replace the use of RFR with a Replacement Reference Rate; and
(A) aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
(Bii) enabling that adjust the pricing on the Replacement Reference Rate to be used for by the calculation amendment of interest under this Agreement (includingthe Margin or otherwise, without limitationin each case at its discretion, 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); and
(iii) amend this Agreement for the purpose of any of:
(A) providing for the use of a Replacement Reference Rate in place of the RFR;
(B) aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
(C) enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, may without limitation, any consequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Agreement);
(D) implementing market conventions applicable to that Replacement Reference Rate;
(E) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
(F) adjusting the pricing in accordance with paragraph (ii) above.
(b) The Agent shall promptly notify the Borrower and each Creditor Party of any replacement of the RFR, any adjustment of pricing and any amendment of this Agreement made with pursuant to paragraph (a) above, which shall take effect immediately as from (and including) the consent of date specified in such notification.
(c) If required by the Agent (acting on the instructions of the Majority all 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 shall (and the Agent agree to a longer time period shall procure that each other Security Party shall) enter into such supplemental, replacement or other agreement in relation to any request) of that request being made:
(i) its Commitment shall not be included for Finance Document as the purpose of calculating Agent may specify to extend the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement effect of any specified group of Lenders has been obtained the amendments referred to approve that requestin paragraph (a) above to such Finance Document.
(d) In this Clause 37.4 (Changes to reference rates):
Appears in 1 contract
Sources: Loan Agreement (EuroDry Ltd.)
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 43.4 (Changes to reference rates) as a result of a Published Rate Replacement Event.
(b) Subject to Clause 37.3 43.3 (Other exceptions), if a Published Rate Replacement Event has occurred in relation to any a Published Rate for dollarsRate, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Reference Rate in place of 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 Facility Agent (acting on the instructions of the Majority Lenders) and the ObligorsBorrowers.
(bc) 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 the RFR 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 Facility Agent (acting on the instructions of the Majority Lenders) and the ObligorsBorrowers.
(cd) If any Lender fails to respond to a request for an amendment or waiver described in paragraphs paragraph (a) or (bc) above within 5 five Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Borrowers and the Facility Agent may agree) of that request being made:
(i) its Commitment or its participation in the Loan (as the case may be) shall not be shall not be included for the purpose of calculating the Total Commitments or the amount of the Loan (as applicable) when ascertaining whether any relevant percentage of Total Commitments or the aggregate of participations in the Loan (as applicable) has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(de) In this Clause 37.4 43.4 (Changes to reference rates):
Appears in 1 contract
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 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 Agent (acting on the instructions of the Majority Lenders▇▇▇▇▇▇▇) and the ObligorsBorrowers.
(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 paragraph (a) or (b) above within 5 five Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Borrowers and the Agent may agree) of that request being made:
(i) its Commitment or its participation in the Loan (as the case may be) shall not be included for the purpose of calculating the Total Commitments or the amount of the Loan (as applicable) when ascertaining whether any relevant percentage of Total Commitments or the aggregate of participations in the Loan (as applicable) has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(dc) In this Clause 37.4 (Changes to reference rates):27.4:
Appears in 1 contract
Changes to reference rates. (a) Subject to Clause 37.3 38.3 (Other exceptionsExceptions), if a Published Rate an RFR 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 RateRate in place of (or in addition to) the RFR; 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) , the Agent and the ObligorsCompany).
(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 the RFR 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) , the Agent and the ObligorsCompany.)
(c) If any Lender fails to respond to a request for an amendment or waiver described in paragraphs paragraph (a) or paragraph (b) above within 5 ten Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Company and the Agent may agree) of that request being made:
(i) its Commitment shall not be included for the purpose of calculating the Total Commitments under the Facility when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(d) In this Clause 37.4 (Changes to reference rates):38.8:
Appears in 1 contract
Changes to reference rates. (a) Subject to Clause 37.3 clauses 43.2(b) and 43.2 (Other exceptionsc) (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; andand (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);
(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 ObligorsBorrower.
(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, or for any other vote of Lenders in paragraphs relation to, paragraph (a) or (b) above within 5 ten Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Borrower and the Agent may agree) of that request being made:: 219 UK-#396550026-v7
(i) its Commitment or its participation in the Loan (as the case may be) shall not be included for the purpose of calculating the Total Commitments or the amount of the Loan (as applicable) when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(d) In this Clause 37.4 (Changes to reference rates):220 UK-#396550026-v7
Appears in 1 contract
Changes to reference rates. (a) Subject to paragraph (b) of Clause 37.3 (Other exceptions), if a Published Rate Replacement Event has occurred in relation to any Published Rate for dollars27.2, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Reference Rate; and
(Aii) aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
(Biii) 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);
(Civ) implementing market conventions applicable to that Replacement Reference Rate;
(Dv) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
(Evi) 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 LendersL▇▇▇▇▇▇) and the ObligorsBorrower.
(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, or for any other vote of Lenders in paragraphs relation to, paragraph (a) or (b) above within 5 Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Borrower and the Agent may agree) of that request being made:
(i) its Commitment or its participation in the Loan (as the case may be) shall not be included for the purpose of calculating the Total Commitments or the amount of the Loan (as applicable) when ascertaining whether any relevant percentage of Total Commitments or the aggregate of participations in the Loan (as applicable) has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(dc) In this Clause 37.4 (Changes to reference rates):24.7:
Appears in 1 contract
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 Any amendment or waiver which relates to:
(i) providing for the use of a Replacement Reference RateRate in place of the RFR; 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 ObligorsBorrowers.
(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 the Loan or a Daily Simple SOFR Rate any part of the 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 the RFR 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 ObligorsBorrowers.
(c) If any Lender fails to respond to a request for an amendment or waiver described in paragraphs paragraph (a) or (b) above within 5 10 Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Borrowers and the Agent may agree) of that request being made:
(i) its Commitment or its participation in the Loan (as the case may be) shall not be included for the purpose of calculating the Total Commitments or the amount of the Loan (as applicable) when ascertaining whether any relevant percentage of Total Commitments or the aggregate of participations in the Loan (as applicable) has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(d) In this Clause 37.4 27.4 (Changes to reference rates):
Appears in 1 contract
Changes to reference rates. (a) Subject to Clause 37.3 33.3 (Other exceptions), if a Published Rate an RFR 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 RateRate in place of the RFR; and
(ii) (A) aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
(BA) 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);
(CB) implementing market conventions applicable to that Replacement Reference Rate;
(DC) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
(ED) 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 ObligorsBorrowers.
(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 AgreementSigning Date, may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the ObligorsBorrowers.
(c) If any Lender fails to respond to a request for an amendment or waiver described in paragraphs paragraph (a) or paragraph (b) above within 5 20 Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Company and the Agent may agree) 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 Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(d) In this Clause 37.4 (Changes to reference rates):33.4:
Appears in 1 contract
Sources: Facilities Agreement
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 Any amendment or waiver which relates to:: 88 EUROPE/79618310v6
(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 Agent (acting on the instructions of the Majority LendersL▇▇▇▇▇▇) and the ObligorsBorrowers.
(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 paragraph (a) or (b) above within 5 five Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Borrowers and the Agent may agree) of that request being made:
(i) its Commitment or its participation in the Loan (as the case may be) shall not be included for the purpose of calculating the Total Commitments or the amount of the Loan (as applicable) when ascertaining whether any relevant percentage of Total Commitments or the aggregate of participations in the Loan (as applicable) has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(dc) In this Clause 37.4 (Changes to reference rates):27.4:
Appears in 1 contract
Changes to reference rates. (a) Subject to paragraph (b) of Clause 37.3 (Other exceptions), if a Published Rate Replacement Event has occurred in relation to any Published Rate for dollars27.2, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Reference Rate; and
(Aii) aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
(Biii) 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);
(Civ) implementing market conventions applicable to that Replacement Reference Rate;
(Dv) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
(Evi) 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 ObligorsBorrowers.
(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, or for any other vote of Lenders in paragraphs relation to, paragraph (a) or (b) above within 5 Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Borrowers and the Agent may agree) of that request being made:
(i) its Commitment or its participation in the Loan (as the case may be) shall not be included for the purpose of calculating the Total Commitments or the amount of the Loan (as applicable) when ascertaining whether any relevant percentage of Total Commitments or the aggregate of participations in the Loan (as applicable) has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(dc) In this Clause 37.4 (Changes to reference rates):24.7:
Appears in 1 contract
Sources: Loan Agreement (EuroDry Ltd.)
Changes to reference rates. (a) Subject to Clause 37.3 38.3 (Other exceptions), if a Published Rate Replacement Event has occurred in relation to any Published Rate for dollarsRate, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Reference Rate in place of 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 Facility 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 paragraph (a) or (b) above within 5 10 Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Company and the Facility Agent may agree) of that request being made:
(i) its Commitment Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the Facility when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(dc) In this Clause 37.4 (Changes to reference rates):38.4:
Appears in 1 contract
Sources: Facility Agreement (IHS Holding LTD)
Changes to reference rates. (a) 26.3.1 Subject to Clause 37.3 (Other exceptions)26.2.4, if a Published Rate Replacement Event has occurred in relation to any Published Rate for dollarsUS Dollars, any amendment or waiver which relates to:
(i) 26.3.1.1 providing for the use of a Replacement Reference Rate in relation to US Dollars in place of that Published Rate; and
(Aa) aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
(Bb) 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);
(Cc) implementing market conventions applicable to that Replacement Reference Rate;
(Dd) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
(Ee) 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 Obligors' Agent.
(b) 26.3.2 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) 26.3.2.1 relates to the use of a risk-free reference rate the RFR for that currency 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) 26.3.2.2 is issued on or after the date of this Agreement, may be made with the consent of the Facility Agent (acting on the instructions of the Majority Lenders) and the Obligors' Agent.
(c) 26.3.3 If any Lender fails to respond to a request for an amendment or waiver described in paragraphs (a) Clause 26.3.1 or (b) above Clause 26.3.2 within 5 15 Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Parent and the Facility Agent may agree) of that request being made:
(i26.3.3.1 its Commitment(s) its Commitment shall not be included for the purpose of calculating the Total Commitments under the Facility when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) 26.3.3.2 its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(d) 26.3.4 In this Clause 37.4 (Changes to reference rates):26.3:
Appears in 1 contract
Changes to reference rates. (a) Subject to Clause 37.3 (Other exceptions), if If a Published Rate RFR Replacement Event has occurred in relation to any Published Rate for dollarsthe RFR, any amendment or waiver which relates the Agent (acting on the instructions of all Lenders) shall be entitled to:
(i) providing for replace the use of RFR with a Replacement Reference Rate; and
(A) aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
(Bii) enabling that adjust the pricing on the Replacement Reference Rate to be used for by the calculation amendment of interest under this Agreement (includingthe Margin or otherwise, without limitationin each case at its discretion, 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); and
(iii) amend this Agreement for the purpose of any of:
(A) providing for the use of a Replacement Reference Rate in place of the RFR;
(B) aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
(C) enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, may without limitation, any consequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Agreement);
(D) implementing market conventions applicable to that Replacement Reference Rate;
(E) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
(F) adjusting the pricing in accordance with paragraph (ii) above.
(b) The Agent shall promptly notify the Borrower and each Creditor Party of any replacement of the RFR, any adjustment of pricing and any amendment of this Agreement made with pursuant to 95 EUROPE/77631112v4 paragraph (a) above, which shall take effect immediately as from (and including) the consent of date specified in such notification.
(c) If required by the Agent (acting on the instructions of the Majority all 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 shall (and the Agent agree to a longer time period shall procure that each other Security Party shall) enter into such supplemental, replacement or other agreement in relation to any request) of that request being made:
(i) its Commitment shall not be included for Finance Document as the purpose of calculating Agent may specify to extend the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement effect of any specified group of Lenders has been obtained the amendments referred to approve that requestin paragraph (a) above to such Finance Document.
(d) In this Clause 37.4 (Changes to reference rates):
Appears in 1 contract
Changes to reference rates. (a) Subject to Clause 37.3 38.3 (Other exceptions), if a Published Rate Replacement Event has occurred in relation to any Published Rate for dollarsa 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
(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 ObligorsCompany.
(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 an RFR Loan or a Daily Simple SOFR Rate Loan (as applicable) in any currency 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 the 2024 Amendment and Restatement Agreement, may be made with the consent of the Facility Agent (acting on the instructions of the Majority Lenders) and the ObligorsCompany.
(c) If any Lender fails to respond to a request for an amendment or waiver described in paragraphs paragraph (a) or (b) above within 5 15 Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Company and the Facility Agent may agree) of that request being made:
(i) its Commitment Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the Facility/ies when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(d) In this Clause 37.4 (Changes to reference rates):
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Cboe Global Markets, Inc.)
Changes to reference rates. (a) Subject to Clause 37.3 clauses 41.2(b) and 41.2 (Other exceptionsc) (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 ObligorsBorrower.
(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, or for any other vote of Lenders in paragraphs relation to, paragraph (a) or (b) above within 5 ten Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Borrower and the Agent may agree) of that request being made:
(i) its Commitment or its participation in the Loan (as the case may be) shall not be included for the purpose of calculating the Total Commitments or the amount of the Loan (as applicable) when ascertaining whether any relevant percentage of Total Commitments or the aggregate of participations in the Loan (as applicable) has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(dc) In this Clause 37.4 (Changes to reference rates):clause 41.4:
Appears in 1 contract
Changes to reference rates. (a) Subject to Clause 37.3 34.2(b) (Other exceptionsExceptions), if a Published Rate Replacement Event has occurred in relation to any Published Rate for dollarsa 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
(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.. 10328650694-v9 - 109 - 70-41102614
(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) in any currency under this Agreement to any recommendation of a Relevant Nominating Body which:
(i) relates to the use of a risk-free reference rate the RFR for that currency 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), the Agent (in its own capacity) and the Obligors.
(c) If any Lender fails to respond to a request for an amendment or waiver described in paragraphs paragraph (a) or (b) above within 5 10 Business Days (unless the Borrower Obligors and the Agent agree to a longer time period in relation to any request) of that request being made:
(i) its Commitment Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the relevant Facility/ies when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(d) In this Clause 37.4 (Changes to reference rates):34.3:
Appears in 1 contract
Changes to reference rates. (a) Subject to Clause 37.3 44.3 (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 in place of 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 Facility Agent (acting on the instructions of the Majority Lenders) and the ObligorsBorrowers.
(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 the RFR 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 Facility Agent (acting on the instructions of the Majority Lenders) and the ObligorsBorrowers.
(c) If any Lender fails to respond to a request for an amendment or waiver described in paragraphs paragraph (a) or (b) above within 5 20 Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Borrowers and the Facility Agent may agree) of that request being made:
(i) its Commitment or its participation in the Loan (as the case may be) shall not be included for the purpose of calculating the Total Commitments or the amount of the Loan (as applicable) when ascertaining whether any relevant percentage of Total Commitments or the aggregate of participations in the Loan (as applicable) has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(d) In this Clause 37.4 44.4 (Changes to reference rates):
Appears in 1 contract
Changes to reference rates. (a) Subject to Clause 37.3 34.3 (Other exceptions), if a Published Rate Replacement Event has occurred in relation to any Published Rate for dollarsa 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
(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 paragraph (a) or (b) above within 5 15 Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Company and the Agent may agree) of that request being made:
(i) its Commitment Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the relevant Facility/ies when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(dc) In this Clause 37.4 (Changes to reference rates):34.4:
Appears in 1 contract
Changes to reference rates. (a) Subject to Clause 37.3 46.3 (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 Facility Agent (acting on the instructions of the Majority Lenders) and the ObligorsBorrowers.
(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 the RFR 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 Facility Agent (acting on the instructions of the Majority Lenders) and the ObligorsBorrower.
(c) If any Lender fails to respond to a request for an amendment or waiver described in paragraphs paragraph (a) or (b) above within 5 20 Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Borrowers and the Facility Agent may agree) of that request being made:
(i) its Commitment or its participation in the Loan (as the case may be) shall not be included for the purpose of calculating the Total Commitments or the amount of the Loan (as applicable) when ascertaining whether any relevant percentage of Total Commitments or the aggregate of participations in the Loan (as applicable) has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(d) In this Clause 37.4 46.4 (Changes to reference rates):
Appears in 1 contract
Sources: Term and Accordion Facilities Agreement (Ardmore Shipping Corp)
Changes to reference rates. (a) Subject to paragraph (b) of Clause 37.3 (Other exceptions), if a Published Rate Replacement Event has occurred in relation to any Published Rate for dollars27.2, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Reference Rate; and
(Aii) aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
(Biii) 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);
(Civ) implementing market conventions applicable to that Replacement Reference Rate;
(Dv) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
(Evi) 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 ObligorsBorrower.
(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, or for any other vote of Lenders in paragraphs relation to, paragraph (a) or (b) above within 5 Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Borrower and the Agent may agree) of that request being made:
(i) its Commitment or its participation in the Loan (as the case may be) shall not be included for the purpose of calculating the Total Commitments or the amount of the Loan (as applicable) when ascertaining whether any relevant percentage of Total Commitments or the aggregate of participations in the Loan (as applicable) has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(dc) In this Clause 37.4 (Changes to reference rates):24.7: “Published Rate” means:
Appears in 1 contract
Sources: Loan Agreement (Euroseas Ltd.)
Changes to reference rates. (a) 35.3.1 Subject to Clause 37.3 35.2 (Other exceptionsExceptions), if a Published Rate Replacement Event has occurred in relation to any Published Rate for dollarsRate, any amendment or waiver which relates to:
(ia) providing for the use of a Replacement Reference Rate in relation to any Published Rate; and
(Ai) aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
(Bii) 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);
(Ciii) implementing market conventions applicable to that Replacement Reference Rate;
(Div) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
(Ev) 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 Original Lender (acting on the instructions of all the Majority Lenders) and the ObligorsBorrower.
(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) 35.3.2 If any Lender fails to respond to a request for an amendment or waiver described in paragraphs (a) or (b) above Clause 35.3.1 within 5 15 Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Borrower and the Original Lender may agree) of that request being made:
(ia) its Commitment Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the Facility when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(iib) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(d) 35.3.3 In this Clause 37.4 35.3:
(Changes to reference rates):a) Published Rate means:
(i) SOFR;
(ii) the Term SOFR for any Quoted Tenor; or
(iii) the 3-Month Treasury Bill Rate.
Appears in 1 contract
Sources: First Amendment and Restatement Agreement (Powerfleet, Inc.)
Changes to reference rates. (a) Subject to Clause 37.3 38.3 (Other exceptions), if a Published Rate Replacement Event has occurred in relation to any Published Rate for dollarsa 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
(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 ObligorsCompany.
(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 an RFR Loan or a Daily Simple SOFR Rate Loan (as applicable) in any currency 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 the 2026 Amendment and Restatement Agreement, may be made with the consent of the Facility Agent (acting on the instructions of the Majority Lenders) and the ObligorsCompany.
(c) If any Lender fails to respond to a request for an amendment or waiver described in paragraphs paragraph (a) or (b) above within 5 15 Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Company and the Facility Agent may agree) of that request being made:
(i) its Commitment Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the Facility/ies when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(d) In this Clause 37.4 (Changes to reference rates):
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Cboe Global Markets, Inc.)
Changes to reference rates. (a) Subject to Clause 37.3 38.3 (Other exceptionsExceptions), if a Published Rate Replacement Event has occurred in relation to any Published Rate for dollarsRate, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Reference Rate in place of 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 Facility 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 paragraph (a) or (b) above within 5 10 Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Company and the Facility Agent may agree) of that request being made:
(i) its Commitment Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the Facility when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(dc) In this Clause 37.4 (Changes to reference rates):38.4:
Appears in 1 contract
Sources: Facility Agreement (IHS Holding LTD)
Changes to reference rates. (a) Subject to Clause 37.3 42.3 (Other exceptions), if a Published Rate an RFR 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 RateRate in place of the RFR; 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 ObligorsBorrowers.
(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 the Loan or a Daily Simple SOFR Rate any part of the 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 the RFR 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 Facility Agent (acting on the instructions of the Majority Lenders) and the ObligorsBorrowers.
(c) If any Lender fails to respond to a request for an amendment or waiver described in paragraphs paragraph (a) or (b) above within 5 Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Borrowers and the Facility Agent may agree) of that request being made:
(i) its Commitment or its participation in the Loan (as the case may be) shall not be included for the purpose of calculating the Total Commitments or the amount of the Loan (as applicable) when ascertaining whether any relevant percentage of Total Commitments or the aggregate of participations in the Loan (as applicable) has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(d) In this Clause 37.4 42.4 (Changes to reference rates):
Appears in 1 contract
Changes to reference rates. (a) Subject to Clause 37.3 (Other exceptions), if 3.12.1 If a Published Rate Replacement Event has occurred in relation to any Published Rate for dollars, any amendment or waiver which relates to:
(ia) providing for the use of a Replacement Reference Rate in place of that Published Rate; and
(Ai) aligning any provision of any Finance Security Document to the use of that Replacement Reference Rate;
(Bii) 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);
(Ciii) implementing market conventions applicable to that Replacement Reference Rate;
(Div) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
(Ev) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party party hereto 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) Lenders and the ObligorsBorrowers.
(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) 3.12.2 If any Lender fails to respond to a request for an amendment or waiver described in paragraphs (a) or (b) above Clause 3.12.1 within 5 Business Banking Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Borrowers and the Agent may agree) of that request being made:
(ia) its Commitment shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(iib) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(d) In this Clause 37.4 (Changes to reference rates):
Appears in 1 contract
Sources: Facility Agreement for a Term Loan Facility (Navios Maritime Partners L.P.)
Changes to reference rates. (a) Subject to Clause 37.3 (Other exceptions), if a Published Rate 10.1 If an RFR Replacement Event has occurred in relation to any Published Rate for dollarsoccurred, any amendment or waiver which relates to:
(i) to providing for the use of a Replacement Reference Rate; Rate in place of the RFR and:
(A) 10.1.1 aligning any provision of any Finance Document to the use of that Replacement Reference Rate;; Term Facility A Agreement_Execution
(B) 10.1.2 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) 10.1.3 implementing market conventions applicable to that Replacement Reference Rate;
(D) 10.1.4 providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
(E) 10.1.5 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 ObligorsBorrower.
(b) 10.2 An amendment or waiver that relates to, or has the effect of, aligning the means of calculation of interest on a Compounded SOFR Rate Facility A Loan or a Daily Simple SOFR Rate Loan (as applicable) in any currency under this Agreement to any recommendation of a Relevant Nominating Body which:
(i) 10.2.1 relates to the use of a risk-free reference rate the RFR for that currency 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) 10.2.2 is issued on or after the date of this Agreement, may be made with the consent of the Facility Agent (acting on the instructions of the Majority Lenders) and the ObligorsBorrower.
(c) 10.3 If any Facility A Lender fails to respond to a request for an amendment or waiver described in paragraphs Clause 10.1 or Clause 10.2 within 15 (afifteen) or (b) above within 5 Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Borrower and the Facility Agent may agree) of that request being made:
(i) 10.3.1 its Facility A Commitment shall not be included for the purpose of calculating the Total Facility A Commitments under Facility A when ascertaining whether any relevant percentage of Total Facility A Commitments has been obtained to approve that request; and
(ii) 10.3.2 its status as a Facility A Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Facility A Lenders has been obtained to approve that request.
(d) 10.3.3 In this Clause 37.4 (Changes to reference rates):10:
Appears in 1 contract
Sources: Term Facility Agreement (Harmony Gold Mining Co LTD)
Changes to reference rates. (a) Subject to Clause 37.3 (Other exceptions), if 17.1.1 If a Published Rate Replacement Event has occurred in relation to any Published Rate for dollarsRate, any amendment or waiver which relates to:
(ia) providing for the use of a Replacement Reference Rate in place of that (or in addition to that) Published Rate; and
(Ai) aligning any provision of any Finance Security Document to the use of that Replacement Reference Rate;
(Bii) 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);
(Ciii) implementing market conventions applicable to that Replacement Reference Rate;
(Div) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
(Ev) 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) Lender and the ObligorsBorrowers.
(b) 17.1.2 An amendment or waiver that relates to, or has the effect of, aligning the means of calculation of interest on a Compounded SOFR Rate the Loan or a Daily Simple SOFR Rate any part of the Loan (as applicable) under this Agreement to any recommendation of a Relevant Nominating Body which:
(ia) relates to the use of a risk-free reference rate the RFR 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
(iib) 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) Lender and the ObligorsBorrowers.
(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 Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(d) 17.1.3 In this Clause 37.4 17.1 (Changes to reference rates):
Appears in 1 contract
Changes to reference rates. (a) Subject to Clause 37.3 (Other exceptions), if a Published Rate 3.6.1 If an RFR Replacement Event has occurred in relation to any Published Rate for dollarsoccurred, any amendment or waiver which relates to:
(ia) providing for the use of a Replacement Reference RateRate in place of the RFR; and
(Ab) any or all of the following:
(i) aligning any provision of any Finance Security Document to the use of that Replacement Reference Rate;
(Bii) 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);
(Ciii) implementing market conventions applicable to that Replacement Reference Rate;
(Div) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
(Ev) 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) Bank and the ObligorsBorrowers.
(b) 3.6.2 An amendment or waiver that relates to, or has the effect of, aligning the means of calculation of interest on a Compounded SOFR Rate the Loan or a Daily Simple SOFR Rate any part of the Loan (as applicable) under this Agreement to any recommendation of a Relevant Nominating Body which:
(ia) relates to the use of a risk-free reference rate the RFR 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
(iib) 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) Bank and the ObligorsBorrowers.
(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 Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(d) In this Clause 37.4 (Changes to reference rates):
Appears in 1 contract
Sources: Supplemental Agreement (Navios South American Logistics Inc.)
Changes to reference rates. (a) Subject to Clause 37.3 (Other exceptions), if a Published Rate 10.1 If an RFR Replacement Event has occurred in relation to any Published Rate for dollarsoccurred, any amendment or waiver which relates to:
(i) to providing for the use of a Replacement Reference Rate; Rate in place of the RFR and:
(A) 10.1.1 aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
(B) 10.1.2 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) 10.1.3 implementing market conventions applicable to that Replacement Reference Rate;
(D) 10.1.4 providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
(E) 10.1.5 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 ObligorsBorrower.
(b) 10.2 An amendment or waiver that relates to, or has the effect of, aligning the means of calculation of interest on a Compounded SOFR Rate Revolving USD Facility Loan or a Daily Simple SOFR Rate Loan (as applicable) in any currency under this Agreement to any recommendation of a Relevant Nominating Body which:
(i) 10.2.1 relates to the use of a risk-free reference rate the RFR for that currency 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) 10.2.2 is issued on or after the date of this Agreement, may be made with the consent of the Facility Agent (acting on the instructions of the Majority Lenders) and the ObligorsBorrower.
(c) 10.3 If any Revolving USD Facility Lender fails to respond to a request for an amendment or waiver described in paragraphs Clause 10.1 or Clause 10.2 within 15 (afifteen) or (b) above within 5 Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Borrower and the Facility Agent may agree) of that request being made:: Revolving USD Facility Agreement_Execution
(i) 10.3.1 its Revolving USD Facility Commitment shall not be included for the purpose of calculating the Total Revolving USD Facility Commitments under the Revolving USD Facility when ascertaining whether any relevant percentage of Total Revolving USD Facility Commitments has been obtained to approve that request; and
(ii) 10.3.2 its status as a Revolving USD Facility Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Revolving USD Facility Lenders has been obtained to approve that request.
(d) 10.3.3 In this Clause 37.4 (Changes to reference rates):Clause10:
Appears in 1 contract
Sources: Revolving Usd Facility Agreement (Harmony Gold Mining Co LTD)
Changes to reference rates. (a) Subject to Clause 37.3 (Other exceptions), if If a Published Rate RFR Replacement Event has occurred in relation to any Published Rate for dollarsthe RFR, any amendment or waiver which relates the Agent (acting on the instructions of all Lenders) shall be entitled to:
(i) providing for replace the use of RFR with a Replacement Reference Rate; and
(A) aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
(Bii) enabling that adjust the pricing on the Replacement Reference Rate to be used for by the calculation amendment of interest under this Agreement (includingthe Margin or otherwise, without limitationin each case at its discretion, 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); and
(iii) amend this Agreement for the purpose of any of:
(A) providing for the use of a Replacement Reference Rate in place of the RFR; 95 EUROPE/71630549v6
(B) aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
(C) enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, may without limitation, any consequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Agreement);
(D) implementing market conventions applicable to that Replacement Reference Rate;
(E) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
(F) adjusting the pricing in accordance with paragraph (ii) above.
(b) The Agent shall promptly notify the Borrower and each Creditor Party of any replacement of the RFR, any adjustment of pricing and any amendment of this Agreement made with pursuant to paragraph (a) above, which shall take effect immediately as from (and including) the consent of date specified in such notification.
(c) If required by the Agent (acting on the instructions of all Lenders), the Majority LendersBorrower shall (and shall procure that each other Security Party and Approved Manager shall) and enter into such supplemental, replacement or other agreement in relation to any Finance Document as the ObligorsAgent may specify to extend the effect of any of the amendments referred to in paragraph (a) above to such Finance Document.
(ba) An amendment or waiver that relates to, or has the effect of, aligning the means of calculation of interest on a Compounded SOFR Rate the 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 the RFR 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 Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(d) In this Clause 37.4 (Changes to reference rates):
Appears in 1 contract
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 37.3 42.3 (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 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 ObligorsBorrowers.
(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 Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(d) In this Clause 37.4 (Changes to reference rates):
Appears in 1 contract
Changes to reference rates. (a) 26.3.1 Subject to Clause 37.3 27.2 (Other exceptionsExceptions), if a Published Rate Replacement Event has occurred in relation to any Published Rate for dollarsa currency which can be selected for the Loan, any amendment or waiver which relates to:
(iA) providing for the use of a Replacement Reference Rate in relation to that currency in place of that Published Rate; and
(A1) aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
(B2) 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);
(C3) implementing market conventions applicable to that Replacement Reference Rate;
(D4) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
(E5) 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 ObligorsCompany.
(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) 26.3.2 If any Lender fails to respond to a request for an amendment or waiver described in paragraphs (a) or (b) Clause 26.3.1 above within 5 ten Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Company and the Facility Agent may agree) of that request being made:
(iA) its Commitment Commitment(s) shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(iiB) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(d) 26.3.3 In this Clause 37.4 (Changes to reference rates):26.3:
Appears in 1 contract
Sources: Facility Agreement (IHS Holding LTD)
Changes to reference rates. (a) Subject to Clause 37.3 38.3 (Other exceptions), if a Published Rate Replacement Event has occurred in relation to any Published Rate for dollarsa 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
(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 ObligorsCompany.
(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 an RFR Loan or a Daily Simple SOFR Rate Loan (as applicable) in any currency 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 the 2025 Amendment and Restatement Agreement, may be made with the consent of the Facility Agent (acting on the instructions of the Majority Lenders) and the ObligorsCompany.
(c) If any Lender fails to respond to a request for an amendment or waiver described in paragraphs paragraph (a) or (b) above within 5 15 Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Company and the Facility Agent may agree) of that request being made:
(i) its Commitment Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the Facility/ies when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(d) In this Clause 37.4 (Changes to reference rates):
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Cboe Global Markets, Inc.)
Changes to reference rates. (a) Subject to Clause 37.3 If:
(Other exceptions), if i) a Published Rate Replacement Event has occurred in relation to any Published Rate for dollarsa currency which can be selected for an Interim Loan; or
(ii) Bidco otherwise requests any amendment or waiver to provide for an additional or alternative benchmark rate, base rate or reference rate to apply in respect of any Interim Facility (or any related, similar or equivalent matter), including, without limitation, any amendment or waiver in relation to (A) the definition of a Published Rate, (B) an alternative or additional page, service or method for the determination of a Published Rate, (C) aligning any term of an Interim Document to the use of an alternative or additional benchmark rate, base rate or reference rate, (D) adjustments in connection with the basis, duration, time and periodicity for determination of an alternative or additional benchmark rate, base rate or reference rate for any period and (E) any other consequential, related and/or incidental changes, any amendment or waiver which relates to:
(iA) providing for the use of a Replacement Reference Rate; andBenchmark;
(AB) aligning any provision of any Finance Interim Document to the use of that a Replacement Reference RateBenchmark;
(BC) enabling that a Replacement Reference Rate Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that a Replacement Reference Rate Benchmark to be used for the purposes of this Agreement);
(CD) implementing market conventions applicable to that a Replacement Reference RateBenchmark;
(DE) providing for appropriate fallback (and market disruption) provisions for that a Replacement Reference Rate; orBenchmark;
(EF) 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 a Replacement Reference Rate Benchmark (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 (if Bidco so elects in its sole discretion) 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.;
(bG) 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) in any currency under this Agreement to any recommendation of a Relevant Nominating Body which:
(i1) relates to the use of a risk-free reference rate an RFR 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
(ii2) is issued on or after the date of this Agreement; or
(H) any other matter requested by Bidco pursuant to paragraph (ii) above (including, for the avoidance of doubt, any changes that Bidco proposes as necessary or desirable in connection with and/or to facilitate the implementation and use of any Replacement Benchmark), may be made with the consent of the Interim Facility Agent (acting on the instructions of the Majority LendersInterim Lenders or, where applicable, in accordance with paragraph (b) below) and the ObligorsBidco.
(cb) If In the case of any Lender fails to respond to a request for an amendment or waiver described in paragraphs requested by Bidco pursuant to paragraph (a) above, the Interim Facility Agent shall provide its consent to that amendment 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 madewaiver if:
(i) its Commitment shall not be included the Interim Facility Agent determines (acting reasonably) that the relevant Replacement Benchmark the subject of that amendment or waiver is generally accepted as a then-prevailing market convention for determining a rate of interest for syndicated loans of the type provided for under this Agreement in the European, London or any other domestic market in the relevant currency (provided that, for the purpose avoidance of calculating doubt, the Total Commitments when ascertaining whether relevant Replacement Benchmark shall automatically be considered a then-prevailing market convention if it is consistent in all material respects with the benchmark rate, base rate or reference rate used in any other substantially equivalent financing syndicated in the European, London or any other relevant percentage domestic loan market or any Loan Market Association form of Total Commitments has been obtained to approve that requestfacilities agreement; andor
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Majority Interim Lenders has been obtained (acting reasonably) have consented to approve that requestamendment or waiver.
(d) In this Clause 37.4 (Changes to reference rates):
Appears in 1 contract
Sources: Interim Facilities Agreement
Changes to reference rates. (a) Subject to Clause 37.3 40.4 (Other exceptions), if a Published Rate Replacement Event has occurred in relation to any Published Rate for dollarsa 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
(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 ObligorsCompany.
(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 Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(d) Company. In this Clause 37.4 (Changes to reference rates):40.4:
Appears in 1 contract
Changes to reference rates. (a) Subject to Clause 37.3 (Other exceptions), if If a Published Rate RFR Replacement Event has occurred in relation to any Published Rate for dollarsthe RFR, any amendment or waiver which relates the Agent (acting on the instructions of all Lenders) shall be entitled to:
(i) providing for replace the use of RFR with a Replacement Reference Rate; and
(A) aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
(Bii) enabling that adjust the pricing on the Replacement Reference Rate to be used for by the calculation amendment of interest under this Agreement (includingthe Margin or otherwise, without limitationin each case at its discretion, 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); and
(iii) amend this Agreement for the purpose of any of:
(A) providing for the use of a Replacement Reference Rate [in place of the RFR];
(B) aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
(C) enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, may without limitation, any consequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Agreement);
(D) implementing market conventions applicable to that Replacement Reference Rate;
(E) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
(F) adjusting the pricing in accordance with paragraph (ii) above.
(b) The Agent shall promptly notify the Borrower and each Creditor Party of any replacement of the RFR, any adjustment of pricing and any amendment of this Agreement made with pursuant to paragraph (a) above, which shall take effect immediately as from (and including) the consent of date specified in such notification.
(c) If required by the Agent (acting on the instructions of the Majority all 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 shall (and the Agent agree to a longer time period shall procure that each other Security Party shall) enter into such supplemental, replacement or other agreement in relation to any request) of that request being made:
(i) its Commitment shall not be included for Finance Document as the purpose of calculating Agent may specify to extend the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement effect of any specified group of Lenders has been obtained the amendments referred to approve that requestin paragraph (a) above to such Finance Document.
(d) In this Clause 37.4 (Changes to reference rates):
Appears in 1 contract
Changes to reference rates. (a) Subject to Clause 37.3 clauses 43.2(b) and 43.2 (Other exceptionsc) (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 ObligorsBorrowers.
(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, or for any other vote of Lenders in paragraphs relation to, paragraph (a) or (b) above within 5 ten Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Borrowers and the Agent may agree) of that request being made:
(i) its Commitment or its participation in the Loans (as the case may be) shall not be included for the purpose of calculating the Total Commitments or the amount of the Loans (as applicable) when ascertaining whether any relevant percentage of Total Commitments or the aggregate of participations in the Loans (as applicable) has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(dc) In this Clause 37.4 (Changes to reference rates):clause 43.3: Published Rate means:
Appears in 1 contract
Changes to reference rates. (a) Subject to Clause 37.3 35.3 (Other exceptions), if a Published Rate an RFR Replacement Event has occurred in relation to any Published Rate for dollarsoccurred, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Reference RateRate in place of the RFR; 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 ObligorsBorrower.
(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 (bparagraph(a) above within 5 10 Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Borrower and the Agent may agree) of that request being made:
(i) its Commitment Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the Facility when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(dc) In this Clause 37.4 (Changes to reference rates):35.4:
Appears in 1 contract
Sources: Bridge Facilities Agreement (Compagnie Maritime Belge NV)
Changes to reference rates. (a) Subject to Clause 37.3 43.3 (Other exceptions), if a Published Rate Replacement Event has occurred in relation to any a Published Rate for dollarsRate, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Reference Rate in place of 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 Facility Agent (acting on the instructions of the Majority Lenders) and the ObligorsBorrower.
(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 paragraph (a) or (b) above within 5 three Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Borrower and the Facility Agent may agree) of that request being made:
(i) its Commitment or its participation in the Loan (as the case may be) shall not be included for the purpose of calculating the Total Commitments or the amount of the Loan (as applicable) when ascertaining whether any relevant percentage of Total Commitments or the aggregate of participations in the Loan (as applicable) has been obtained to approve that request; and
and 133 (ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(dc) In this Clause 37.4 43.4 (Changes to reference rates):
Appears in 1 contract
Sources: Term Loan Facility Agreement (Castor Maritime Inc.)
Changes to reference rates. (a) Subject to Clause 37.3 45.3 (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 RateRate in place of the RFR; 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 ObligorsBorrowers.
(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 the Loan or a Daily Simple SOFR Rate any part of the 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 the RFR 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 Facility Agent (acting on the instructions of the Majority Lenders) and the ObligorsBorrowers.
(c) If any Lender fails to respond to a request for an amendment or waiver described in paragraphs paragraph (a) or (b) above within 5 15 Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Borrowers and the Facility Agent may agree) of that request being made:
(i) its Commitment or its participation in the Loan (as the case may be) shall not be included for the purpose of calculating the Total Commitments or the amount of the Loan (as applicable) when ascertaining whether any relevant percentage of Total Commitments or the aggregate of participations in the Loan (as applicable) has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(d) In this Clause 37.4 45.4 (Changes to reference rates):
Appears in 1 contract
Changes to reference rates. (a) Subject to Clause 37.3 38.3 (Other exceptions), if a Published Rate Replacement Event has occurred in relation to any Published Rate for dollarsRate, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Reference Rate in place of 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 Facility 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 paragraph (a) or (b) above within 5 10 Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Company and the Facility Agent may agree) of that request being made:
(i) its Commitment Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the Facility when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(dc) In this Clause 37.4 (Changes to reference rates):38.4:
Appears in 1 contract
Sources: Facility Agreement (IHS Holding LTD)
Changes to reference rates. (a) Subject to paragraph (b) of Clause 37.3 27.2 (Other exceptionsVariations, waivers etc. requiring agreement of all Lenders), 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 LendersL▇▇▇▇▇▇) and the ObligorsBorrowers.
(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, or for any of the vote of the Lenders in paragraphs relation to, paragraph (a) or (b) above within 5 Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Borrowers and the Agent may agree) of that request being made:
(i) its Commitment or its participation in the Loan (as the case may be) shall not be included for the purpose of calculating the Total Commitments or the amount of the Loan (as applicable) when ascertaining whether any relevant percentage of Total Commitments or the aggregate of participations in the Loan (as applicable) has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(dc) In this Clause 37.4 27.4 (Changes to reference rates):
Appears in 1 contract
Changes to reference rates. (a) Subject to Clause 37.3 (Other exceptions), if 29.5.1 If a Published Rate Replacement Event has occurred in relation to any Published Rate for dollarsa currency which can be selected for a Loan, any amendment or waiver which relates to:
(iA) providing for the use of a Replacement Reference Rate in relation to that currency in place of that Published Rate; and
(A1) aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
(B2) 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);
(C3) implementing market conventions applicable to that Replacement Reference Rate;
(D4) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
(E5) 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 LendersBanks) and the ObligorsCompany.
(b) 29.5.2 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) in any currency under this Agreement to any recommendation of a Relevant Nominating Body which:
(iA) relates to the use of a risk-free reference rate the RFR for that currency 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
(iiB) is issued on or after the date of this AgreementSigning Date, may be made with the consent of the Facility Agent (acting on the instructions of the Majority LendersBanks) and the ObligorsCompany.
(c) 29.5.3 If any Lender Bank fails to respond to a request for an amendment or waiver described in paragraphs this Clause 29.5 within fifteen (a15) or (b) above within 5 Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Company and the Facility Agent may agree) of that request being made:
(iA) its Commitment shall not be included for the purpose of calculating the Total Commitments under the Facility when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(iiB) its status as a Lender Bank shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders Banks has been obtained to approve that request.
(d) In this Clause 37.4 (Changes to reference rates):
Appears in 1 contract
Changes to reference rates. (a) Subject to Clause 37.3 (Other exceptions), if If a Published Rate Replacement Event has occurred in relation to any Published Rate for dollars, any amendment or waiver which relates to:
(ia) providing for the use of a Replacement Reference Rate in place of that Published Rate; and
(Ai) aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
(Bii) 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);
(Ciii) implementing market conventions applicable to that Replacement Reference Rate;
(Div) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
(Ev) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party party hereto 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) 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) Borrowers. If any Lender fails to respond to a request for an amendment or waiver described in paragraphs (a) or (bclause 27.4(a) above within 5 Business Days (unless or such longer period in relation to any request which the Borrower and the Agent agree to a longer time period in relation to any requestmay agree) of that request being made:
(ia) its Commitment shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(iib) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(d) In this Clause 37.4 (Changes to reference rates):
Appears in 1 contract
Changes to reference rates. (a) Subject to Clause 37.3 45.3 (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 in place of 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 Facility Agent (acting on the instructions of the Majority Lenders) and the ObligorsBorrower.
(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 paragraph (a) or (b) above within 5 five Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Borrower and the Facility Agent may agree) of that request being made:
(i) its Commitment or its participation in the Loan (as the case may be) shall not be included for the purpose of calculating the Total Commitments or the amount of the Loan (as applicable) when ascertaining whether any relevant percentage of Total Commitments or the aggregate of participations in the Loan (as applicable) has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(dc) In this Clause 37.4 45.4 (Changes to reference rates):
Appears in 1 contract
Changes to reference rates. (a) Subject to paragraph (b) of Clause 37.3 (Other exceptions), if a Published Rate Replacement Event has occurred in relation to any Published Rate for dollars27.2, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Reference Rate; and
(Aii) aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
(Biii) 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);
(Civ) implementing market conventions applicable to that Replacement Reference Rate;
(Dv) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
(Evi) 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 ObligorsBorrowers.
(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, or for any other vote of Lenders in paragraphs relation to, paragraph (a) or (b) above within 5 Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Borrowers and the Agent may agree) of that request being made:
(i) its Commitment or its participation in the Loan (as the case may be) shall not be included for the purpose of calculating the Total Commitments or the amount of the Loan (as applicable) when ascertaining whether any relevant percentage of Total Commitments or the aggregate of participations in the Loan (as applicable) has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(dc) In this Clause 37.4 (Changes to reference rates):24.7:
Appears in 1 contract
Sources: Loan Agreement (EuroDry Ltd.)
Changes to reference rates. (a) Subject to Clause 37.3 clause 44.2 (Other exceptionsExceptions), 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; andand UK-#395507908-v8
(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 ObligorsBorrowers.
(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, or for any other vote of Lenders in paragraphs relation to, paragraph (a) or (b) above within 5 ten Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Borrowers and the Agent may agree) of that request being made:
(i) its Commitment or its participation in the Loan (as the case may be) shall not be included for the purpose of calculating the Total Commitments or the amount of the Loan (as applicable) when ascertaining whether any relevant percentage of Total Commitments or the aggregate of participations in the Loan (as applicable) has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(dc) In this Clause 37.4 (Changes to reference rates):clause 44.3: Published Rate means:
Appears in 1 contract
Changes to reference rates. (a) Subject to Clause 37.3 If:
(Other exceptions), if i) a Published Rate Replacement Event has occurred in relation to any Published Rate for dollarsa currency which can be selected for an Interim Loan; or
(ii) Bidco otherwise requests any amendment or waiver to provide for an additional or alternative benchmark rate, base rate or reference rate to apply in respect of any Interim Facility (or any related, similar or equivalent matter), including, without limitation, any amendment or waiver in relation to (A) the definition of a Published Rate, (B) an alternative or additional page, service or method for the determination of a Published Rate, (C) aligning any term of an Interim Document to the use of an alternative or additional benchmark rate, base rate or reference rate, (D) adjustments in connection with the basis, duration, time and periodicity for determination of an alternative or additional benchmark rate, base rate or reference rate for any period and (E) any other consequential, related and/or incidental changes, any amendment or waiver which relates to:
(iA) providing for the use of a Replacement Reference Rate; andBenchmark;
(AB) aligning any provision of any Finance Interim Document to the use of that a Replacement Reference RateBenchmark;
(BC) enabling that a Replacement Reference Rate Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that a Replacement Reference Rate Benchmark to be used for the purposes of this Agreement);
(CD) implementing market conventions applicable to that a Replacement Reference RateBenchmark;
(DE) providing for appropriate fallback (and market disruption) provisions for that a Replacement Reference Rate; orBenchmark;
(EF) 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 a Replacement Reference Rate Benchmark (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 (if Bidco so elects in its sole discretion) 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.;
(bG) 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) in any currency under this Agreement to any recommendation of a Relevant Nominating Body which:
(i1) relates to the use of a risk-free reference rate an RFR 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
(ii2) is issued on or after the date of this Agreement; or
(H) any other matter requested by Bidco pursuant to paragraph (ii) above (including, for the avoidance of doubt, any changes that ▇▇▇▇▇ proposes as necessary or desirable in connection with and/or to facilitate the implementation and use of any Replacement Benchmark), may be made with the consent of the Interim Facility Agent (acting on the instructions of the Majority LendersInterim Lenders or, where applicable, in accordance with paragraph (b) below) and the ObligorsBidco.
(cb) If In the case of any Lender fails to respond to a request for an amendment or waiver described in paragraphs requested by Bidco pursuant to paragraph (a) above, the Interim Facility Agent shall provide its consent to that amendment 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 madewaiver if:
(i) its Commitment shall not be included the Interim Facility Agent determines (acting reasonably) that the relevant Replacement Benchmark the subject of that amendment or waiver is generally accepted as a then-prevailing market convention for determining a rate of interest for syndicated loans of the type provided for under this Agreement in the European, London or any other domestic market in the relevant currency (provided that, for the purpose avoidance of calculating doubt, the Total Commitments when ascertaining whether relevant Replacement Benchmark shall automatically be considered a then-prevailing market convention if it is consistent in all material respects with the benchmark rate, base rate or reference rate used in any other substantially equivalent financing syndicated in the European, London or any other relevant percentage domestic loan market or any Loan Market Association form of Total Commitments has been obtained to approve that requestfacilities agreement; andor
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Majority Interim Lenders has been obtained (acting reasonably) have consented to approve that requestamendment or waiver.
(d) In this Clause 37.4 (Changes to reference rates):
Appears in 1 contract
Sources: Interim Facilities Agreement
Changes to reference rates. (aA) Subject to Clause 37.3 (Other exceptions37.2(C), if a Published Rate RFR Replacement Event has occurred in relation to any Published Rate for dollarsoccurred, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Reference Rate; and
(Aa) aligning any provision of any Finance Document to the use of that Replacement Reference RateRate ;
(Bb) 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);
(Cc) implementing market conventions applicable to that Replacement Reference RateRate ;
(Dd) providing for appropriate fallback (and market disruptiondisruption provisions) provisions for that Replacement Reference RateRate ; or
(Ee) 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 ObligorsOriginal Borrower.
(bB) 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-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 Facility Agent (acting on the instructions of the Majority Lenders) and the ObligorsCompany.
(cC) If any Lender fails to respond to a request for term secured overnight financing rate (SOFR) reference rate published by an amendment or waiver described administrator becomes widely acceptable in paragraphs (a) or (b) above within 5 Business Days (unless the Borrower syndicated loans market and the Company wishes to adopt such term SOFR reference rate in place of the Compounded Rate Terms, such that the calculation of interest for Loans would be determined by reference to term SOFR and not the applicable Compounded Rate Terms, the Company may notify the Facility Agent agree and thereafter the Company, the Facility Agent (in its own capacity) and the Facility Agent (acting on the instructions of the Majority Lenders) shall enter into good faith negotiations with a view to a longer time period in relation to any request) agreeing the use of such term SOFR reference rate as soon as reasonably practicable (provided that request being made:
(i) its Commitment such term SOFR reference rate shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that requestused before 31 March 2022).
(d) In this Clause 37.4 (Changes to reference rates):
Appears in 1 contract
Sources: Revolving Credit Facility Agreement (Kosmos Energy Ltd.)
Changes to reference rates. (aA) Subject to Clause 37.3 33.3 (Other exceptions), if a Published Rate RFR Replacement Event has occurred in relation to any Published Rate for dollarsoccurred, any amendment or waiver which relates to:
(i1) providing for the use of a Replacement Reference RateRate in place of the RFR; and
(Aa) aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
(Bb) 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);
(Cc) implementing market conventions applicable to that Replacement Reference Rate;
(Dd) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
(Ee) 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 ObligorsBorrower.
(bB) 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:
(i1) relates to the use of a risk-free reference rate the RFR 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
(ii2) 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 ObligorsBorrower.
(cC) If any Lender fails to respond to a request for an amendment or waiver described in paragraphs (aClauses 33.4(A) or (b33.4(B) above within 5 10 Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Borrower and the Agent may agree) of that request being made:
(i1) its Commitment Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the relevant Facility/ies when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii2) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(dD) In this Clause 37.4 (Changes to reference rates):33.4:
Appears in 1 contract
Sources: Bridge and Term Facilities Agreement (Rentokil Initial PLC /Fi)
Changes to reference rates. (a) Subject to Clause 37.3 38.3 (Other exceptions), if a Published Rate Replacement Event has occurred in relation to any Published Rate for dollarsa 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
(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 ObligorsCompany.
(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 an RFR Loan or a Daily Simple SOFR Rate Loan (as applicable) in any currency 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 the 2023 Amendment and Restatement Agreement, may be made with the consent of the Facility Agent (acting on the instructions of the Majority Lenders) and the ObligorsCompany.
(c) If any Lender fails to respond to a request for an amendment or waiver described in paragraphs paragraph (a) or (b) above within 5 15 Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Company and the Facility Agent may agree) of that request being made:
(i) its Commitment Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the Facility/ies when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(d) In this Clause 37.4 (Changes to reference rates):
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Cboe Global Markets, Inc.)
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 45.10 as a result of an RFR Replacement Event.
(b) Subject to Clause 37.3 clause 45.3 (Other exceptions), if a Published Rate RFR Replacement Event has occurred in relation to any Published Rate for dollarsoccurred, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Reference RateRate in place of (or in addition to) the RFR; and
(ii) 141
(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.
(bc) An amendment or waiver that relates to, or has the effect of, aligning the means of calculation of interest on a Compounded SOFR Rate the 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 Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(d) In this Clause 37.4 (Changes to reference rates):clause 45.10:
Appears in 1 contract
Sources: Facility Agreement (Danaos Corp)
Changes to reference rates. (a) Subject to Clause 37.3 35.3 (Other exceptions), if a Published Rate an RFR Replacement Event has occurred in relation to any Published Rate for dollarsoccurred, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Reference RateRate in place of the RFR; 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 ObligorsBorrower.
(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 (bparagraph(a) above within 5 10 Business Days (unless the Borrower and the Agent agree to a or such longer time period in relation to any requestrequest which the Borrower and the Agent may agree) of that request being made:
(i) its Commitment Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the Facility when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(dc) In this Clause 37.4 (Changes to reference rates):35.4:
Appears in 1 contract
Sources: Bridge Facilities Agreement (Compagnie Maritime Belge NV)