Common use of Changes to reference rates Clause in Contracts

Changes to reference rates. (a) If a Published Rate Replacement Event has occurred in relation to any Published Rate, any amendment or waiver which relates to: (i) providing for the use of a Replacement Reference Rate; 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 Lender. (b) In this Clause 3.9 (Changes to reference rates):

Changes to reference rates. (a) If a Published Rate Replacement Event has occurred in relation to any Published Rate, any amendment or waiver which relates to: (i) providing for the use of a Replacement Reference Rate in place of or in addition to that Published Rate; and (A) aligning any provision of any Finance Document to the use of that Replacement Reference Rate; (B) enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Agreement); (C) implementing market conventions applicable to that Replacement Reference Rate; (D) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or (E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Reference Rate (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made with the consent of the Borrower and the Lender. (b) In this Clause 3.9 (Changes to reference rates):

Changes to reference rates. (a) If a Published Rate Replacement Event has occurred in relation to any Published RateRate 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 LenderLender and the Borrower. (b) In this Clause 3.9 (Changes to reference rates):

Changes to reference rates. (a) If a Published Rate Replacement Event has occurred in relation to any Published Rate, any amendment or waiver which relates to: (i) providing for the use of a Replacement Reference Rate; 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 Lender. (b) In this Clause 3.9 (Changes to reference rates):

Changes to reference rates. (a) If a Published Rate Replacement Event has occurred in relation to any Published Rate, any amendment or waiver which relates to: (i) providing for the use of a Replacement Reference Rate; 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 LenderLender and the Borrower. (b) In this Clause 3.9 (Changes to reference rates):

Changes to reference rates. (a) 10.9.1 If a Published Rate Replacement Event has occurred in relation to any the Published Rate, the Lender may make any amendment to this Agreement or waiver which relates to: (i) the Finance Documents providing for the use of a Replacement Reference Rate 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; orand/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 Lender. (b) 10.9.2 In this Clause 3.9 (Changes to reference rates):10.9:

Changes to reference rates. (a) If a Published Rate Replacement Event has occurred in relation to any Published RateRate 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 Security 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 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 LenderLender and the Borrowers. (b) In this Clause 3.9 (Changes to reference rates):

Changes to reference rates. (a) 13.9.1 If a Published Rate Replacement Event has occurred in relation to any the Published Rate, any amendment or waiver which relates to: (ia) providing for the use of a Replacement Reference Rate; andand (b) (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 LenderLender and the Borrowers. (b) 13.9.2 In this Clause 3.9 (Changes to reference rates):clause 13.9:

Changes to reference rates. (a) If a Published Rate Replacement Event has occurred in relation Subject to any Published RateClause 44.3 (Other exceptions), 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 LenderFacility Agent (acting on the instructions of the Majority Lenders) and the Borrowers. (b) In this Clause 3.9 (Changes to reference rates):

Changes to reference rates. (a) If a Published Rate Replacement Event has occurred in relation Subject to any Published Rate, Clause 42.3 (Other exceptions) 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 LenderFacility Agent (acting on the instructions of the Majority Lenders) and the Borrower. (b) In this Clause 3.9 42.4 (Changes to reference rates):

Changes to reference rates. (a) If a Published Rate Replacement Event has occurred in relation Subject to any Published RateClause 46.3 (Other exceptions), 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 LenderFacility Agent (acting on the instructions of the Majority Lenders) and the Borrowers. (b) In this Clause 3.9 (Changes to reference rates):

Changes to reference rates. (a) 13.9.1 If a Published Rate Replacement Event has occurred in relation to any the Published Rate, any amendment or waiver which relates to: (ia) providing for the use of a Replacement Reference Rate; andand (b) (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 LenderLender and the Borrower. (b) 13.9.2 In this Clause 3.9 (Changes to reference rates):clause 13.9:

Changes to reference rates. (a) If a Published Rate Replacement Event has occurred in relation to any Published Rate, any amendment or waiver which relates to: (i) providing for the use of a Replacement Reference Rate in place of that Published Rate; and (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 LenderLender and the Borrowers. (b) In this Clause 3.9 (Changes to reference rates):

Changes to reference rates. (a) If a Published Rate Replacement Event has occurred in relation to any Published Rate, any amendment or waiver which relates to: (i) providing for the use of a Replacement Reference Rate; 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 LenderLender and the Borrowers. (b) In this Clause 3.9 (Changes to reference rates):

Changes to reference rates. (a) If a Published Rate Replacement Event has occurred in relation to any Published Rate, any amendment or waiver which relates to: (i) providing for the use of a Replacement Reference Rate in place of that Published Rate; and (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 LenderLender and the Borrower. (b) In this Clause 3.9 40.1 (Changes to reference rates):

Changes to reference rates. (a) If a Published Rate Replacement Event has occurred in relation to any Published Rate, any amendment or waiver which relates to: (i) providing for the use of a Replacement Reference Rate in place of that Published Rate; and (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 LenderLender and the Borrower. (b) In this Clause 3.9 clause 32: Published Rate means: (Changes to reference rates):i) Overnight SOFR; or

Changes to reference rates. (a) If a Published Rate Replacement Event has occurred in relation to any Published RateRate 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 (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 LenderLender and the Borrower. (b) In this Clause 3.9 (Changes to reference rates):

Changes to reference rates. (a) If Subject to Clause 43.3 (Other exceptions), if a Published Rate Replacement Event has occurred in relation to any Published Rate, any amendment or waiver which relates to: (i) providing for the use of a Replacement Reference Rate in place of 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 LenderFacility Agent (acting on the instructions of the Majority Lenders) and the Borrower. (b) In this Clause 3.9 (Changes to reference rates):

Changes to reference rates. (a) If a Published Rate Replacement Event has occurred in relation to any Published Rate, Rate any amendment or waiver which relates to: (i) providing for the use of a Replacement Reference Rate in place of that Published Rate; and (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 LenderLender and the Obligors. (b) In this Clause 3.9 (Changes to reference rates):30.2:

Changes to reference rates. (a) If a Published Rate Subject to Clause 44.3 (Other exceptions), if an RFR Replacement Event has occurred in relation to any Published Rate, any amendment or waiver which relates to: (i) providing for the use of a Replacement Reference RateRate in place of the RFR; andand 145 EUROPE/78518215v5 (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 LenderFacility Agent (acting on the instructions of the Majority Lenders) and the Borrowers. (b) In this Clause 3.9 (Changes to reference rates):