Changes to reference rates Clause Samples
The "Changes to reference rates" clause defines how adjustments to financial contracts are handled when the underlying reference interest rate is modified, replaced, or discontinued. In practice, this clause outlines the procedures for selecting a new benchmark rate, such as transitioning from LIBOR to an alternative rate, and may specify how any resulting changes to payment calculations or contract terms are implemented. Its core function is to ensure continuity and fairness in contractual obligations by providing a clear mechanism for adapting to market-driven changes in reference rates, thereby reducing uncertainty and potential disputes.
Changes to reference rates. (a) Subject to Clause 36.3 (Other exceptions), if an RFR Replacement Event has occurred any amendment or waiver which relates to:
(i) providing for the use of a Replacement Reference Rate in place of the 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 Loan 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 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 paragraph (a) or paragraph (b) above within five (5) Business Days (or such longer time period in relation to any request which the Borrower and the Agent may agree) of that request being made:
(i) its 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 agreemen...
Changes to reference rates a) If a Published Rate Replacement Event has occurred in relation to any Published Rate, any amendment or waiver which relates to:
i) providing for the use of a Replacement Reference Rate in place of or in addition to that Published Rate; and
A) aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
B) enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Agreement);
C) implementing market conventions applicable to that Replacement Reference Rate;
D) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Reference Rate (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made with the consent of the Borrower and the Lender.
Changes to reference rates. 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);
Changes to reference rates. (a) Subject to Clause 46.3 (Other exceptions), any amendment or waiver which relates to:
(i) providing for the use of a Replacement Reference Rate; and
Changes to reference rates. (a) If a Screen Rate Replacement Event has occurred in relation to MPR, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Benchmark in relation to MPR; and
(A) aligning any provision of any Finance Document to the use of that Replacement Benchmark;
(B) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);
(C) implementing market conventions applicable to that Replacement Benchmark;
(D) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; 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 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 ▇▇▇▇▇▇▇) and ▇▇▇▇▇▇.
Changes to reference rates. If an RFR Replacement Event has occurred any amendment or waiver which relates to:
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:
Changes to reference rates any term of the Finance Documents may be amended or waived with the written consent of the Agent (acting on the instructions of the Majority Lenders and, if it affects the rights and obligations of the Agent or the Security Agent, the consent of the Agent or the Security Agent) and any such amendment or waiver agreed or given by the Agent will be binding on the other Finance Parties. 215 UK-#396550026-v7
Changes to reference rates. 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:
Changes to reference rates. (a) An amendment or waiver that relates to, or has the effect of, aligning the means of calculation of interest on a Loan under this Agreement to any recommendation of a Relevant Nominating Body which:
(i) relates to the use of the RFR on a compounded basis in the international or any relevant domestic syndicated loan markets; and
(ii) is issued on or after the date of the Second Effective Date, may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the Company.
(b) If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within 10 Business Days (or such longer time period in relation to any request which the Company and the Agent may agree) of that request being made:
(i) its 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.
(c) In this Clause 41.4: