Common use of Disruption to Payment Systems etc Clause in Contracts

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a Borrower that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a Borrower, consult with the Borrowers with a view to agreeing with the Borrowers such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 (

Appears in 4 contracts

Sources: Facility Agreement (Globus Maritime LTD), Facility Agreement (Okeanis Eco Tankers Corp.), Facility Agreement (Okeanis Eco Tankers Corp.)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a the Borrower that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility Facilities as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 37 (Amendments and Waiverswaivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 31.11; and (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

Appears in 4 contracts

Sources: Amendment and Restatement Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Amendment and Restatement Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Amendment and Restatement Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD)

Disruption to Payment Systems etc. If either the Facility COFACE Agent determines (in its discretion) that a Disruption Event has occurred or the Facility COFACE Agent is notified by a the Borrower that a Disruption Event has occurred: (a) the Facility COFACE Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility as the Facility COFACE Agent may deem necessary in the circumstances; (b) the Facility COFACE Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility COFACE Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility COFACE Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 36 (Amendments and Waivers); (e) the Facility COFACE Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility COFACE Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 30.9; and (f) the COFACE Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

Appears in 4 contracts

Sources: Supplemental Agreement (Iridium Communications Inc.), Supplemental Agreement (Iridium Communications Inc.), Loan Agreement (Iridium Communications Inc.)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a Borrower the Company that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a Borrowerthe Company, consult with the Borrowers Company with a view to agreeing with the Borrowers Company such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers Company in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 clause 40 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 clause 34.11; and (f) the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

Appears in 3 contracts

Sources: Amendment and Restatement Agreement (Aegean Marine Petroleum Network Inc.), Loan Agreement (Aegean Marine Petroleum Network Inc.), Amendment and Restatement Agreement (Aegean Marine Petroleum Network Inc.)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a Borrower the Borrowers that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a Borrowershall, upon instructions from the Majority Lenders, consult with the Borrowers with a view to agreeing with the Borrowers such changes to the operation or administration of the Facility Facilities as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with promptly notify the Borrowers in relation to Finance Parties of any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, such determination or notice from either Borrower but in any event, shall have event no obligation to agree to later than five Business Days after the date on which such changesdetermination was made or notice of such determination was received; (c) the Facility Agent may shall, upon instructions from the Majority Lenders, consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged entitled to do so if, take any action to implement any changes to the operation or administration of the Facilities without the instructions of the Lenders and clause 32.7.4 shall not apply in its opinion, it is not practicable to do so in such circumstances pending receipt by the circumstancesAgent of the Lenders’ instructions; (d) any such changes agreed upon by the Facility Agent Agent, acting upon instructions from the Majority Lenders, and the Borrowers shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 (Amendments and Waivers);Documents; and (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category notify the Finance Parties of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions all changes agreed pursuant to or in connection with this Clause 35.11 paragraph (d) above.

Appears in 3 contracts

Sources: Facilities Agreement (GasLog Partners LP), Facilities Agreement (GasLog Partners LP), Facilities Agreement (GasLog Ltd.)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a the Borrower that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 32 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 26.9; and (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

Appears in 3 contracts

Sources: Multicurrency Revolving Facility Agreement (Anthracite Capital Inc), Multicurrency Revolving Facility Agreement (Anthracite Capital Inc), Facility Agreement (Anthracite Capital Inc)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a Borrower the Company that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a Borrowerthe Company, consult with the Borrowers Company with a view to agreeing with the Borrowers Company such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers Company in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 ‎‎38 (Amendments and Waiverswaivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation limitation, for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 ‎‎32.11; and (f) the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

Appears in 3 contracts

Sources: Amendment and Restatement Agreement (Cboe Global Markets, Inc.), Amendment and Restatement Agreement (Cboe Global Markets, Inc.), Amendment and Restatement Agreement (Cboe Global Markets, Inc.)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a Borrower the Parent that a Disruption Event has occurred: : (a) the Facility Agent may, and shall if requested to do so by a Borrowerthe Parent, consult with the Borrowers Parent with a view to agreeing with the Borrowers Parent such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; ; (b) the Facility Agent shall not be obliged to consult with the Borrowers Parent in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; ; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; ; (d) any such changes agreed upon by the Facility Agent and the Borrowers Parent shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 37 (Amendments and Waivers); ; (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in of value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 29.11; and (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

Appears in 3 contracts

Sources: Multicurrency Parallel Bridge Facility Agreement (Gold Fields LTD), Multicurrency Bridge Facility Agreement (Gold Fields LTD), Credit Facility Agreement (Gold Fields LTD)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a Borrower that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a Borrower, consult with the Borrowers with a view to agreeing with the Borrowers such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 46 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 38.11 (

Appears in 3 contracts

Sources: Term and Accordion Facilities Agreement (Ardmore Shipping Corp), Term, Revolving and Accordion Facilities Agreement (Ardmore Shipping Corp), Term, Revolving and Accordion Facilities Agreement (Ardmore Shipping Corp)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Payment Disruption Event has occurred or the Facility Agent is notified by a Borrower the Borrowers that a Payment Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a Borrowerthe Borrowers, consult with the Borrowers with a view to agreeing with the Borrowers such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers shall (whether or not it is finally determined that a Payment Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 clause 44 (Amendments and Waiversgrant of waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 clause 38.11; and (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

Appears in 3 contracts

Sources: Facility Agreement (Navigator Holdings Ltd.), Facility Agreement (Navigator Holdings Ltd.), Loan Facility Agreement (Navigator Holdings Ltd.)

Disruption to Payment Systems etc. If either the Facility Agent Lender determines (in its discretion) that a Disruption Event has occurred or the Facility Agent Lender is notified by a Borrower the Company that a Disruption Event has occurred: (a) 30.9.1 the Facility Agent Lender may, and shall if requested to do so by a Borrowerthe Company, consult with the Borrowers Company with a view to agreeing with the Borrowers Company such changes to the operation or administration of the Facility Facilities as the Facility Agent Lender may deem necessary in the circumstances; (b) 30.9.2 the Facility Agent Lender shall not be obliged to consult with the Borrowers Company in relation to any changes mentioned in paragraph (a) above Clause 30.9.1 if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) 30.9.3 the Facility Agent may Lender shall consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstancesClause 30.9.1 above; (d) 30.9.4 any such changes agreed upon by the Facility Agent Lender and the Borrowers Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 33 (Amendments and Waivers); (e) 30.9.5 the Facility Agent Lender shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility AgentLender) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 30.9; (Disruption to payment systems etc.) and 30.9.6 the Lender shall notify the Finance Parties of all changes agreed pursuant to Clause 30.9.4 above.

Appears in 3 contracts

Sources: Facilities Agreement, Facilities Agreement (MiX Telematics LTD), Facilities Agreement (PowerFleet, Inc.)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a Borrower that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 42 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 33.11 (

Appears in 2 contracts

Sources: Term Loan Facility (Global Ship Lease, Inc.), Term Loan Facility (Global Ship Lease, Inc.)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a the Borrower that a Disruption Event has occurred: (a) 30.8.1 the Facility Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility Facilities as the Facility Agent may deem necessary in the circumstances; (b) 30.8.2 the Facility Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) above Clause 30.8.1 if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) 30.8.3 the Facility Agent may shall consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above Clause 30.8.1 but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) 30.8.4 any such changes agreed upon by the Facility Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 34 (Amendments and Waivers); (e) 30.8.5 the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 (30.8; and 30.8.6 the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to Clause 30.8.4.

Appears in 2 contracts

Sources: Common Terms Agreement (Net 1 Ueps Technologies Inc), Common Terms Agreement (Net 1 Ueps Technologies Inc)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretionacting reasonably) that a Disruption Event has occurred or the Facility Agent is notified by a Borrower the Company that a Disruption Event has occurred: (aA) the Facility Agent may, and shall if requested to do so by a Borrowerthe Company, consult with the Borrowers Company with a view to agreeing with the Borrowers Company such changes to the operation or administration of the Facility (including, without limitation, changes to the timing and mechanics of payments due under the Finance Documents) as the Facility Agent may deem necessary in the circumstances; (bB) the Facility Agent shall not be obliged to consult with the Borrowers Company in relation to any changes mentioned in paragraph (aA) above if, in its reasonable opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (cC) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (aA) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (dD) any such changes agreed upon by the Facility Agent and the Borrowers Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents Documents, notwithstanding the provisions of Clause 45 clause 36 (Amendments and Waivers); (eE) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 clause; and (F) the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D) above.

Appears in 2 contracts

Sources: Multicurrency Revolving Letter of Credit Facility Agreement (Kosmos Energy Ltd.), Multicurrency Revolving Letter of Credit Facility Agreement (Kosmos Energy Ltd.)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a the Borrower that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (aclause 34.11(a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (aclause 34.11(a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 clause 42 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to under or in connection with this Clause 35.11 clause 34.11; and (f) the Agent shall notify the Finance Parties of all changes agreed under clause 34.11(d).

Appears in 2 contracts

Sources: Loan Note Subscription Agreement (Metals Acquisition LTD), Loan Note Subscription Agreement (Metals Acquisition Corp)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a Borrower the Guarantor that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a Borrowerthe Guarantor, consult with the Borrowers Guarantor with a view to agreeing with the Borrowers Guarantor such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers Guarantor in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers Guarantor shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 34 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 28.10; and (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

Appears in 2 contracts

Sources: Facility Agreement (Platinum Underwriters Holdings LTD), Facility Agreement (Platinum Underwriters Holdings LTD)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a the Original Borrower that a Disruption Event has occurred: (a) 29.9.1 the Facility Agent may, and shall if requested to do so by a the Original Borrower, consult with the Borrowers Original Borrower with a view to agreeing with the Borrowers Original Borrower such changes to the operation or administration of the Facility Facilities as the Facility Agent may deem necessary in the circumstances; (b) 29.9.2 the Facility Agent shall not be obliged to consult with the Borrowers Original Borrower in relation to any changes mentioned in paragraph (a) above Clause 29.9.1 if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) 29.9.3 the Facility Agent may shall consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above Clause 29.9.1 but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) 29.9.4 any such changes agreed upon by the Facility Agent (acting on the instruction of the Majority Lenders) and the Borrowers Original Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 35 (Amendments and Waiverswaivers); (e) 29.9.5 the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 (29.9; and 29.9.6 the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to Clause 29.9.4.

Appears in 2 contracts

Sources: Term and Revolving Credit Facilities Agreement, Term and Revolving Credit Facilities Agreement (Sibanye Gold LTD)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a the Borrower that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 30 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 24.10; and (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

Appears in 2 contracts

Sources: Facility Agreement (Polestar Automotive Holding UK PLC), Facility Agreement (Polestar Automotive Holding UK PLC)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Payment Disruption Event has occurred or the Facility Agent is notified by a Borrower the Borrowers that a Payment Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a Borrowerthe Borrowers, consult with the Borrowers with a view to agreeing with the Borrowers such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers shall (whether or not it is finally determined that a Payment Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 clause 43 (Amendments and Waiversgrant of waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 clause 37.11; and (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

Appears in 2 contracts

Sources: Facility Agreement (DryShips Inc.), Facility Agreement (Quintana Shipping Ltd.)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a Borrower an Obligor that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a Borroweran Obligor, consult with the Borrowers Obligors with a view to agreeing with the Borrowers Obligors such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers Obligors in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers Obligors shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 34 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 28.11; and (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

Appears in 2 contracts

Sources: Facility Agreement (Midamerican Energy Holdings Co /New/), Facility Agreement (Midamerican Energy Holdings Co /New/)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretionacting at the direction of the Majority Lenders) that a Disruption Event has occurred or the Facility Agent is notified by a the Borrower that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility as the Facility Agent may (acting at the direction of the Majority Lenders) deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the other Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent (acting at the direction of the Majority Lenders) and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 30 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation including for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 24.10; and (f) the Facility Agent shall notify the other Finance Parties of all changes agreed pursuant to paragraph (d) above.

Appears in 2 contracts

Sources: Facility Agreement, Facility Agreement

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a the Borrower that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 37 (Amendments and Waiverswaivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation including for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 31.11; and (f) the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

Appears in 2 contracts

Sources: Facility Agreement (WuXi PharmaTech (Cayman) Inc.), Facility Agreement (WuXi PharmaTech (Cayman) Inc.)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a Borrower that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a Borrower, consult with the Borrowers with a view to agreeing with the Borrowers such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 37.11 (

Appears in 2 contracts

Sources: Term Loan Facility (Ardmore Shipping Corp), Term Loan Facility (Ardmore Shipping Corp)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a the Borrower that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility Facilities as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 39 (Amendments and Waiverswaivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation including for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 33.11; and (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

Appears in 2 contracts

Sources: Senior Term Facilities Agreement (CorpAcq Group PLC), Senior Term Facilities Agreement (CorpAcq Group PLC)

Disruption to Payment Systems etc. If either the Facility COFACE Agent determines (in its discretion) that a Disruption Event has occurred or the Facility COFACE Agent is notified by a the Borrower that a Disruption Event has occurred: (a) the Facility COFACE Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility as the Facility COFACE Agent may deem necessary in the circumstances; (b) the Facility COFACE Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility COFACE Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility COFACE Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 37 (Amendments and Waiverswaivers); (e) the Facility COFACE Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility COFACE Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 31.11 (

Appears in 2 contracts

Sources: Coface Facility Agreement (Globalstar, Inc.), Facility Agreement (Globalstar, Inc.)

Disruption to Payment Systems etc. If either the Facility Agent Lender determines (in its discretion) that a Disruption Event has occurred or the Facility Agent Lender is notified by a the Borrower that a Disruption Event has occurred: (a) the Facility Agent Lender may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility as the Facility Agent Lender may deem necessary in the circumstances; (b) the Facility Agent Lender shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent Lender and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 33 (Amendments and Waivers);; and (ed) the Facility Agent Lender shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility AgentLender) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 (27.6.

Appears in 2 contracts

Sources: Facility Agreement (WABCO Holdings Inc.), Facility Agreement (WABCO Holdings Inc.)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a Borrower the Obligors’ Agent that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a Borrowerthe Obligors’ Agent, consult with the Borrowers Obligors’ Agent with a view to agreeing with the Borrowers Obligors’ Agent such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers Obligors’ Agent in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers Obligors’ Agent shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 42 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation including for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 36.11; and (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

Appears in 2 contracts

Sources: Borrowing Base Facility Agreement (Vaalco Energy Inc /De/), Borrowing Base Facility Agreement (Vaalco Energy Inc /De/)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a the Borrower that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 43 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 34.11 (

Appears in 2 contracts

Sources: Term Loan Facility (Grindrod Shipping Holdings Ltd.), Facility Agreement (Grindrod Shipping Holdings Pte. Ltd.)

Disruption to Payment Systems etc. If either the Facility Agent Issuing Bank determines (in its discretion) that a Disruption Event has occurred or the Facility Agent Issuing Bank is notified by a Borrower that a Disruption Event has occurred: (a) the Facility Agent Issuing Bank may, and shall if requested to do so by a Borrower, consult with the Borrowers with a view to agreeing with the Borrowers such changes to the operation or administration of the Facility as the Facility Agent Issuing Bank may deem necessary in the circumstances; (b) the Facility Agent Issuing Bank shall not be obliged to consult with the Borrowers in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent Issuing Bank and the Borrowers shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 29 (Amendments and Waivers);; and (ed) the Facility Agent Issuing Bank shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation limitation, for negligence, but excluding gross negligence negligence, wilful misconduct or any other category of liability whatsoever but not including any claim based on the fraud of the Facility AgentIssuing Bank) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 (23.7.

Appears in 2 contracts

Sources: Multicurrency Letter of Credit Facility Agreement (Aspen Insurance Holdings LTD), Multicurrency Letter of Credit Facility Agreement (Aspen Insurance Holdings LTD)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) discretion that a Disruption Event has occurred or the Facility Agent is notified by a Borrower the Borrowers that a Disruption Event has occurred: (a) 29.12.1 the Facility Agent may, and shall if requested to do so by a Borrowerthe Borrowers, consult with the Borrowers with a view to agreeing with the Borrowers such changes to the operation or administration of the Facility Loan as the Facility Agent may deem necessary in the circumstances; (b) 29.12.2 the Facility Agent shall not be obliged to consult with the Borrowers in relation to any changes mentioned in paragraph (a) above Clause 29.12.1 if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to any such changes; (c) 29.12.3 the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above Clause 29.12.1 but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) 29.12.4 any such changes agreed upon by the Facility Agent and the Borrowers shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 35 (Amendments and Waivers); (e) 29.12.5 the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation limitation, for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 (29.12; and 29.12.6 the Agent shall notify the Finance Parties of all changes agreed pursuant to Clause 29.12.4.

Appears in 2 contracts

Sources: Secured Loan Facility Agreement (Diana Containerships Inc.), Secured Loan Agreement (Diana Containerships Inc.)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a Borrower that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a Borrower, consult with the Borrowers with a view to agreeing with the Borrowers such changes to the operation or administration of the Facility Facilities as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 37 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation limitation, for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 30.11; and (f) the Agent shall notify the Finance Parties of all changes agreed upon pursuant to paragraph (d) above.

Appears in 2 contracts

Sources: Senior Facility Agreement (International Game Technology PLC), Facilities Agreement (International Game Technology PLC)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a Borrower the Company that a Disruption Event has occurred: (a) 30.11.1 the Facility Agent may, and shall if requested to do so by a Borrowerthe Company, consult with the Borrowers Company with a view to agreeing with the Borrowers Company such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) 30.11.2 the Facility Agent shall not be obliged to consult with the Borrowers Company in relation to any changes mentioned in paragraph (a) above Clause 30.11.1 if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) 30.11.3 the Facility Agent may shall consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstancesClause 30.11.1; (d) 30.11.4 any such changes agreed upon by the Facility Agent and the Borrowers Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 36 (Amendments and Waivers); (e) 30.11.5 the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 (30.11; and 30.11.6 the Agent shall notify the Finance Parties of all changes agreed pursuant to Clause 30.11.4 above.

Appears in 2 contracts

Sources: Revolving Facility Agreement (Sibanye Gold LTD), Revolving Facility Agreement (Sibanye Gold LTD)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a the Borrower that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 33 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 26.10; and (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

Appears in 2 contracts

Sources: Facility Agreement (Aluminum Corp of China), Senior Secured Facility Agreement (Aluminum Corp of China)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a the Borrower that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 36 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 30.10; and (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

Appears in 2 contracts

Sources: Facility Agreement (Ocean Rig UDW Inc.), Revolving Credit Facility Agreement (Central European Media Enterprises LTD)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a the Borrower that a Disruption Event has occurred: : (a) the Facility Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility Facilities as the Facility Agent may deem necessary in the circumstances; ; (b) the Facility Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; ; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; ; (d) any such changes agreed upon by the Facility Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 44 (Amendments and Waivers); ; (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 34.11 (

Appears in 2 contracts

Sources: Amendment and Restatement Agreement (CMB.TECH Nv), Facilities Agreement (Euronav NV)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a Borrower the Company that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a Borrowerthe Company, consult with the Borrowers Company with a view to agreeing with the Borrowers Company such changes to the operation or administration of the Facility Facilities as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers Company in relation to any changes mentioned in paragraph (a) above if, in its opinionopinion (acting reasonably and in good faith), it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 36 (Amendments and Waivers);; 146 Project Meria: Senior Facilties Agreement (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation including for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 30.11; and (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

Appears in 2 contracts

Sources: Senior Facilities Agreement (Atlas Investissement), Senior Facilities Agreement (Atlas Investissement)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a Borrower the Borrowers that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a Borrowerthe Borrowers, consult with the Borrowers with a view to agreeing with the Borrowers such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers in relation to any changes mentioned in paragraph (a‎(a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a‎(a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 ‎42 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 ‎33.11 (

Appears in 2 contracts

Sources: Facility Agreement (United Maritime Corp), Term Loan Facility (Seanergy Maritime Holdings Corp.)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a the Borrower that a Disruption Event has occurred: (aA) the Facility Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility Facilities as the Facility Agent may deem necessary in the circumstances; (bB) the Facility Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (aClause 27.11(A) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (cC) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (aClause 27.11(A) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (dD) any such changes agreed upon by the Facility Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 33 (Amendments and Waivers); (eE) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 27.11; and (F) the Agent shall notify the Finance Parties of all changes agreed pursuant to Clause 27.11(D) above.

Appears in 2 contracts

Sources: Bridge and Term Facilities Agreement (Rentokil Initial PLC /Fi), Bridge and Term Facilities Agreement (Rentokil Initial PLC /Fi)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Payment Disruption Event has occurred or the Facility Agent is notified by a the Borrower that a Payment Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Payment Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 clause 43 (Amendments and Waiversgrant of waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 clause 37.11; and (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

Appears in 2 contracts

Sources: Facility Agreement (Navigator Holdings Ltd.), Facility Agreement (Navigator Holdings Ltd.)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a the Borrower that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility Facilities as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 42 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to under or in connection with this Clause 35.11 36.11; and (f) the Agent shall notify the Finance Parties of all changes agreed under paragraph (d) above.

Appears in 2 contracts

Sources: Syndicated Facility Agreement (Metals Acquisition LTD), Syndicated Facility Agreement (Metals Acquisition Corp)

Disruption to Payment Systems etc. If either the Facility Agent Lender determines (in its discretion) that a Disruption Event has occurred or the Facility Agent Lender is notified by a Borrower that a Disruption Event has occurred: (a) the Facility Agent Lender may, and shall if requested to do so by a Borrower, consult with the Borrowers with a view to agreeing with the Borrowers such changes to the operation or administration of the Facility as the Facility Agent Lender may deem necessary in the circumstances; (b) the Facility Agent Lender shall not be obliged to consult with the Borrowers in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent Lender and the Borrowers shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 (Amendments and Waivers)Documents; (ed) the Facility Agent Lender shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility AgentLender) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 30.8 (Disruption to Payment Systems etc.).

Appears in 2 contracts

Sources: Term Loan Facility (Seanergy Maritime Holdings Corp.), Facility Agreement (Seanergy Maritime Holdings Corp.)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a Borrower that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a Borrower, consult with the Borrowers with a view to agreeing with the Borrowers such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 44 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 36.11 (

Appears in 2 contracts

Sources: Term Loan Facility (Ardmore Shipping Corp), Term Loan Facility (Ardmore Shipping Corp)

Disruption to Payment Systems etc. If either the Facility Agent determines determine (in its discretionacting reasonably) that a Disruption Event has occurred or the Facility Agent is notified by a Borrower the Company that a Disruption Event has occurred: (aA) the Facility Agent may, and shall if requested to do so by a Borrowerthe Company, consult with the Borrowers Company with a view to agreeing with the Borrowers Company such changes to the operation or administration of the Facility (including, without limitation, changes to the timing and mechanics of payments due under the Finance Documents) as the Facility Agent may deem necessary in the circumstances; (bB) the Facility Agent shall not be obliged to consult with the Borrowers Company in relation to any changes mentioned in paragraph (aA) above if, in its reasonable opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (cC) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (aA) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (dD) any such changes agreed upon by the Facility Agent and the Borrowers Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 clause 37 (Amendments and WaiversAMENDMENTS AND WAIVERS); (eE) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 clause; and (F) the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D) above.

Appears in 2 contracts

Sources: Revolving Credit Facility Agreement (Kosmos Energy Ltd.), Revolving Credit Facility Agreement (Kosmos Energy Ltd.)

Disruption to Payment Systems etc. If either the Facility BPIFAE Agent determines (in its discretion) that a Disruption Event has occurred or the Facility BPIFAE Agent is notified by a the Borrower that a Disruption Event has occurred: (a) the Facility BPIFAE Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility as the Facility BPIFAE Agent may deem necessary in the circumstances; (b) the Facility BPIFAE Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility BPIFAE Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility BPIFAE Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 37 (Amendments and Waivers); (e) the Facility BPIFAE Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility BPIFAE Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 31.11 (

Appears in 2 contracts

Sources: Bpifae Facility Agreement (Globalstar, Inc.), Bpifae Facility Agreement (Globalstar, Inc.)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a Borrower that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a Borrower, consult with the Borrowers with a view to agreeing with the Borrowers such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 44 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 36.11 (

Appears in 2 contracts

Sources: Term Loan Facility (Dorian LPG Ltd.), Term Loan Facility (Dorian LPG Ltd.)

Disruption to Payment Systems etc. If either the Facility Initial ACF Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Initial ACF Agent is notified by a the Borrower Security Group Agent that a Disruption Event has occurred: (a) 28.6.1 the Facility Initial ACF Agent may, and shall if requested to do so by a Borrowerthe Borrower Security Group Agent, consult with the Borrowers Borrower Security Group Agent with a view to agreeing with the Borrowers Borrower Security Group Agent such changes to the operation or administration of the Facility Facilities as the Facility Initial ACF Agent may deem necessary in the circumstances; (b) 28.6.2 the Facility Initial ACF Agent shall not be obliged to consult with the Borrowers Borrower Security Group Agent in relation to any changes mentioned in paragraph (a) above Clause 28.6.1 if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) 28.6.3 the Facility Initial ACF Agent may consult with the Initial ACF Finance Parties in relation to any changes mentioned in paragraph (a) above Clause 28.6.1 but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) 28.6.4 any such changes agreed upon by the Facility Initial ACF Agent and the Borrowers Borrower Security Group Agent shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Initial ACF Finance Documents Documents. notwithstanding the provisions of Clause 45 34 (Amendments and Waivers); (e) 28.6.5 the Facility Initial ACF Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Initial ACF Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 (28.6; and 28.6.6 the Initial ACF Agent shall notify the Initial ACF Finance Parties of all changes agreed pursuant to Clause 28.6.4. 29 Set-off

Appears in 2 contracts

Sources: Amendment and Restatement Deed, Initial Authorised Credit Facilities Agreement

Disruption to Payment Systems etc. If an Agent either the Facility Agent (i) determines (in its discretion) that a Disruption Event has occurred or the Facility Agent (ii) is notified by a Borrower an Obligor that a Disruption Event has occurred: (a) the Facility Intercreditor Agent may, and shall if requested instructed to do so by a Borrowerthe Guarantor, consult with the Borrowers Guarantor with a view to agreeing with the Borrowers Guarantor such changes to the operation or administration of the Facility Term Loans as the Facility Intercreditor Agent may deem necessary in the circumstances; (b) the Facility Intercreditor Agent shall not be obliged to consult with the Borrowers Guarantor in relation to any changes mentioned in paragraph (aClause 33.8(a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Intercreditor Agent may consult with the Finance other Secured Parties in relation to any changes mentioned in paragraph (aClause 33.8(a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Intercreditor Agent and the Borrowers shall Guarantor (whether or not it is finally determined that a Disruption Event has occurred) shall be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 (Amendments and Waivers)37.4; (e) the Facility Intercreditor Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Intercreditor Agent) arising as a result of its taking, or failing to take, any actions pursuant to in accordance with or in connection with this Clause 35.11 33.8; and (f) the Intercreditor Agent shall notify the relevant Secured Parties of all changes agreed in accordance with Clause 33.8(d).

Appears in 2 contracts

Sources: Project Facilities Agreement and Intercreditor Agreement (Pacific Drilling S.A.), Amendment and Restatement Agreement (Pacific Drilling S.A.)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a the Borrower that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 37 (Amendments and Waiverswaivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 31.11; and (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

Appears in 2 contracts

Sources: Facility Agreement (Baring Asia Private Equity Fund v Co-Investment L.P.), Facility Agreement (Giant Interactive Group Inc.)

Disruption to Payment Systems etc. If either the Facility Senior Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Senior Agent is notified by a Borrower the Parent that a Disruption Event has occurred: (a) 29.10.1 the Facility Senior Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Parent with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility as the Facility Senior Agent may deem necessary in the circumstances; (b) 29.10.2 the Facility Senior Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) above clause 29.10.1 if, in its reasonable opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) 29.10.3 the Facility Senior Agent may consult with the Senior Finance Parties in relation to any changes mentioned in paragraph (a) above clause 29.10.1 but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) 29.10.4 any such changes agreed upon by the Facility Senior Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 clause 35 (Amendments and Waivers); (e) 29.10.5 the Facility Senior Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Senior Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 (clause 29.10; and 29.10.6 the Senior Agent shall notify the Senior Finance Parties of all changes agreed pursuant to clause 29.10.4 above.

Appears in 2 contracts

Sources: Senior Facilities Agreement (Atlatsa Resources Corp), Senior Term Loan and Revolving Facilities Agreement (Atlatsa Resources Corp)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a Borrower the Borrowers that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a Borrowerthe Borrowers, consult with the Borrowers with a view to agreeing with the Borrowers such changes to the operation or administration of the Facility Facilities as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 37 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 31.10; and (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

Appears in 2 contracts

Sources: Unsecured Uncommitted Revolving Facilities Agreement (Molson Coors Brewing Co), Revolving Facilities Agreement (Molson Coors Brewing Co)

Disruption to Payment Systems etc. If either the Facility Agent Lender determines (in its reasonable discretion) that a Disruption Event has occurred or the Facility Agent Lender is notified by a the Borrower that a Disruption Event has occurred: (a) 26.4.1 the Facility Agent Lender may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility as the Facility Agent Lender may deem necessary in the circumstances; (b) 26.4.2 the Facility Agent Lender shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) above Clause 26.4.1 if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) 26.4.3 any such changes agreed upon by the Facility Agent Lender and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 32 (Amendments Remedies and Waivers);; and (e) 26.4.4 the Facility Agent Lender shall not be liable for any damages, costs or and losses to any person, any diminution in value or any liability whatsoever (including, including without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility AgentLender) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 (26.4.

Appears in 2 contracts

Sources: Amendment and Restatement Agreement (Heidmar Maritime Holdings Corp.), Amendment and Restatement Agreement to Working Capital Borrowing Base Facility Agreement (Heidmar Maritime Holdings Corp.)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a the Borrower that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility Facilities as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 35 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution diminuation in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 29.11; and (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

Appears in 2 contracts

Sources: Bridge Facilities Agreement (Compagnie Maritime Belge NV), Bridge Facilities Agreement (Compagnie Maritime Belge NV)

Disruption to Payment Systems etc. If either the Facility Agent Lender determines (in its reasonable discretion) that a Disruption Event has occurred or the Facility Agent Lender is notified by a Borrower an Obligor that a Disruption Event has occurred: (a) the Facility Agent Lender may, and shall if requested to do so by a Borrowersuch Obligor, consult with the Borrowers Obligors with a view to agreeing with the Borrowers Obligors such changes to the operation or administration of the Facility Facilities as the Facility Agent Lender may deem necessary in the circumstances; (b) the Facility Agent Lender shall not be obliged to consult with the Borrowers Obligors in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent Lender and the Borrowers Obligors shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 33 (Amendments and Waivers);; and (ed) the Facility Agent Lender shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the gross negligence, wilful default or fraud of the Facility AgentLender) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 (27.8.

Appears in 2 contracts

Sources: Facility Agreement (FreeSeas Inc.), Facility Agreement (FreeSeas Inc.)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a Borrower that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a Borrower, consult with the Borrowers with a view to agreeing with the Borrowers such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 43 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 33.11 (

Appears in 2 contracts

Sources: Facility Agreement (Navios Maritime Partners L.P.), Term Loan Facility (Navios Maritime Partners L.P.)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a the Borrower that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 36 (Amendments and Waiverswaivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 (32.11; and f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph d) above.

Appears in 2 contracts

Sources: Facility Agreement (Nordic American Offshore Ltd.), Facility Agreement (Nordic American Offshore Ltd.)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a the Borrower that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (aclause 26.ll(a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (aclause 26.ll(a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (( or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 clause 33 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 clause 26.11; and (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

Appears in 2 contracts

Sources: Amendment and Restatement Agreement (Hamilton Insurance Group, Ltd.), Amendment and Restatement Agreement (Hamilton Insurance Group, Ltd.)

Disruption to Payment Systems etc. If either the Facility Senior Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Senior Agent is notified by a the Borrower that a Disruption Event has occurred: (aA) the Facility Senior Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Senior Facility as the Facility Senior Agent may deem necessary in the circumstances; (bB) the Facility Senior Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (aA) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (cC) the Facility Senior Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (aA) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (dD) any such changes agreed upon by the Facility Senior Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 paragraph 8 (Amendments and Waivers)Amendment) of Schedule 2 (Common Terms) to the Master Framework Agreement; (eE) the Facility Senior Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Senior Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 30.11; and (F) the Senior Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D) above.

Appears in 2 contracts

Sources: Securitisation Agreement (Encore Capital Group Inc), Securitization Agreement (Encore Capital Group Inc)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a Borrower that a Disruption Event has occurred: (a) 30.10.1 the Facility Agent may, and shall if requested to do so by a any Borrower, consult with the Borrowers that Borrower with a view to agreeing with the Borrowers that Borrower such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) 30.10.2 the Facility Agent shall not be obliged to consult with the Borrowers any Borrower in relation to any changes mentioned in paragraph (a) above Clause 30.10.1 if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) 30.10.3 the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above Clause 30.10.1 but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) 30.10.4 any such changes agreed upon by the Facility Agent and the Borrowers any Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 36 (Amendments and Waivers); (e) 30.10.5 the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation including for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 (30.10; and 30.10.6 the Agent shall notify the Finance Parties of all changes agreed pursuant to Clause 30.10.4 above.

Appears in 2 contracts

Sources: Facility Agreement (Hines Global REIT, Inc.), Facility Agreement (Hines Global REIT, Inc.)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) discretion that a Disruption Event has occurred or the Facility Agent is notified by a the Borrower that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties Lenders in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 38 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 32.8 (

Appears in 1 contract

Sources: Facility Agreement (McDermott International Inc)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) discretion that a Disruption Event has occurred or the Facility Agent is notified by a the Borrower that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility Loan as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (aClause 28.12(a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to any such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph Clause 28.12 (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 34 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation limitation, for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 28.12 (Disruption to payment systems etc.); and (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to Clause 28.12(d) 29 Set-Off 29.1 Set-off A Finance Party may, while an Event of Default is continuing, set off any matured obligation due from a Security Party under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Security Party, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

Appears in 1 contract

Sources: Loan Agreement (Safe Bulkers, Inc.)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a Borrower that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a Borrower, consult with the Borrowers with a view to agreeing with the Borrowers such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 42 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 34.11 (

Appears in 1 contract

Sources: Term Loan Facility (Star Bulk Carriers Corp.)

Disruption to Payment Systems etc. If either the Facility Agent Lender determines (in its discretion) that a Disruption Event has occurred or the Facility Agent Lender is notified by a the Borrower that a Disruption Event has occurred: (a) the Facility Agent Lender may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility as the Facility Agent Lender may deem necessary in the circumstances; (b) the Facility Agent Lender shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent Lender and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 (Amendments and Waivers)Documents; (ed) the Facility Agent Lender shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility AgentLender) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 30.8 (Disruption to Payment Systems etc.).

Appears in 1 contract

Sources: Term Loan Facility (Okeanis Eco Tankers Corp.)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a the Borrower that a Disruption Event has occurred: (a) 30.10.1 the Facility Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) 30.10.2 the Facility Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) sub-clause 30.10.1 above if, in its opinionopinion (acting reasonably), it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) 30.10.3 the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) sub-clause 30.10.1 above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) 30.10.4 any such changes agreed upon by the Facility Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 38 (Amendments and Waivers); (e) 30.10.5 the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 (30.10; and 30.10.6 the Agent shall notify the Finance Parties of all changes agreed pursuant to sub-clause 30.10.4 above.

Appears in 1 contract

Sources: Standby Letter of Credit Facility Agreement (Validus Holdings LTD)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a the Borrower that a Disruption Event has occurred: (a) 33.8.1 the Facility Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility Facilities as the Facility Agent may deem necessary in the circumstances; (b) 33.8.2 the Facility Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) Clause 33.8.1 above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) 33.8.3 the Facility Agent may shall consult with the Finance Parties in relation to any changes mentioned in paragraph (a) Clause 33.8.1 above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) 33.8.4 any such changes agreed upon by the Facility Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 37 (Amendments and Waivers); (e) 33.8.5 the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 (33.8; and 33.8.6 the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to Clause 33.8.4 above.

Appears in 1 contract

Sources: Common Terms Agreement (Net 1 Ueps Technologies Inc)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a the Borrower that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility Facilities as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 36 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 (Facility

Appears in 1 contract

Sources: Senior Facilities Agreement (OneSmart International Education Group LTD)

Disruption to Payment Systems etc. If either the Facility an Agent determines (in its discretion) that a Disruption Event has occurred or the Facility an Agent is notified by a Borrower the Obligors’ Agent that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a Borrowerthe Obligors’ Agent, consult with the Borrowers Obligors’ Agent with a view to agreeing with the Borrowers Obligors’ Agent such changes to the operation or administration of the Facility Facilities as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers Obligors’ Agent in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers Obligors’ Agent shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 43 (Amendments and And Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation limitation, for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 36.11; and (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

Appears in 1 contract

Sources: Multicurrency Term and Revolving Facilities and Subscription Agreement (BHP Billiton LTD)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a Borrower the Borrowers that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a Borrowerthe Borrowers, consult with the Borrowers with a view to agreeing with the Borrowers such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 41 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 33.10 (Disruption to Payment Systems etc.); and (f) the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

Appears in 1 contract

Sources: Term Loan Facility (Ardmore Shipping Corp)

Disruption to Payment Systems etc. If either the Facility Facilities Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Facilities Agent is notified by a Borrower the Company that a Disruption Event has occurred: (a) the Facility Facilities Agent may, and shall if requested to do so by a Borrowerthe Company, consult with the Borrowers Company with a view to agreeing with the Borrowers Company such changes to the operation or administration of the Facility Facilities as the Facility Facilities Agent may deem necessary in the circumstances; (b) the Facility Facilities Agent shall not be obliged to consult with the Borrowers Company in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Facilities Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Facilities Agent and the Borrowers Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 39 (Amendments and Waivers); (e) the Facility Facilities Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Facilities Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 33.11; and (f) the Facilities Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

Appears in 1 contract

Sources: Facilities Agreement (Carnival PLC)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a the Borrower that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (aclause 30.10(a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (aclause 30.10(a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 clause 36 (Amendments and Waiverswaivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation including for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 clause 30.10 (

Appears in 1 contract

Sources: Term Facility Agreement (Coeur D Alene Mines Corp)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a the Borrower that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 clause 42 (Amendments and Waiversgrant of waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 clause 35.9; and (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

Appears in 1 contract

Sources: Facility Agreement (GasLog Ltd.)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a Borrower the Borrowers that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a Borrowerthe Borrowers, consult with the Borrowers with a view to agreeing with the Borrowers such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 43 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 (

Appears in 1 contract

Sources: Facility Agreement (Navios Maritime Holdings Inc.)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a the Borrower that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) above if, in its reasonable opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 38 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 32.11 (

Appears in 1 contract

Sources: Facility Agreement (Cascal N.V.)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a Borrower the Obligors’ Agent that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a Borrowerthe Obligors’ Agent, consult with the Borrowers Obligors’ Agent with a view to agreeing with the Borrowers Obligors’ Agent such changes to the operation or administration of the Facility Facilities as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers Obligors’ Agent in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers Obligors’ Agent shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 41 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 35.11; and (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

Appears in 1 contract

Sources: Senior Facilities Agreement (Fintrax US Acquisition Subsidiary, Inc.)

Disruption to Payment Systems etc. If either the Facility Agent Issuing Bank determines (in its discretion) that a Disruption Event has occurred or the Facility Agent Issuing Bank is notified by a Borrower that a Disruption Event has occurred: (a) the Facility Agent Issuing Bank may, and shall if requested to do so by a Borrower, consult with the Borrowers with a view to agreeing with the Borrowers such changes to the operation or administration of the Facility as the Facility Agent Issuing Bank may deem necessary in the circumstances; (b) the Facility Agent Issuing Bank shall not be obliged to consult with the Borrowers in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent Issuing Bank and the Borrowers shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 28 (Amendments and Waivers);; and (ed) the Facility Agent Issuing Bank shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility AgentIssuing Bank) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 (22.7.

Appears in 1 contract

Sources: Letter of Credit Facility Agreement (Tower Group International, Ltd.)

Disruption to Payment Systems etc. If either the Facility Senior Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Senior Agent is notified by a the Borrower that a Disruption Event has occurred: (aA) the Facility Senior Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Senior Facility as the Facility Senior Agent may deem necessary in the circumstances; (bB) the Facility Senior Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a‎(A) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (cC) the Facility Senior Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a‎(A) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (dD) any such changes agreed upon by the Facility Senior Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 paragraph 8 (Amendments and Waivers)Amendment) of Schedule 2 (Common Terms) to the Master Framework Agreement; (eE) the Facility Senior Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Senior Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 ‎30.11; and (F) the Senior Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph ‎(D) above.

Appears in 1 contract

Sources: Senior Facility Agreement (Encore Capital Group Inc)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a Borrower the Parent that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a Borrowerthe Parent, consult with the Borrowers Parent with a view to agreeing with the Borrowers Parent such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers Parent in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers Parent shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 27 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 21.18; and (f) the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

Appears in 1 contract

Sources: Facilities Agreement (Autoliv Inc)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a the Borrower that a Disruption Event has occurred: (a) 26.10.1 the Facility Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) 26.10.2 the Facility Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) sub-clause 26.10.1 above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) 26.10.3 the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) sub-clause 26.10.1 above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) 26.10.4 any such changes agreed upon by the Facility Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 32 (Amendments and Waivers); (e) 26.10.5 the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 (26.10; and 26.10.6 the Agent shall notify the Finance Parties of all changes agreed pursuant to sub-clause 26.10.4 above.

Appears in 1 contract

Sources: Revolving Facility Agreement

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a the Borrower that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;; 118798-4-1-v6.0 - 118 - 70-40539524 (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 35 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 29.10; and (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

Appears in 1 contract

Sources: Senior Reserve Base Lending Facility Agreement (Fx Energy Inc)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretionacting reasonably) that a Disruption Event has occurred or the Facility Agent is notified by a the Original Borrower that a Disruption Event has occurred: (aN) the Facility Agent may, and shall if requested to do so by a the Original Borrower, consult with the Borrowers Original Borrower with a view to agreeing with the Borrowers Original Borrower such changes to the operation or administration of the Facility (including, without limitation, changes to the timing and mechanics of payments due under the Finance Documents) as the Facility Agent may deem necessary in the circumstances; (bO) the Facility Agent shall not be obliged to consult with the Borrowers Original Borrower in relation to any changes mentioned in paragraph (aA) above if, in its reasonable opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (cP) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (aA) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (dQ) any such changes agreed upon by the Facility Agent and the Borrowers Original Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 clause 42 (Amendments and Waivers); (eR) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 clause; and (S) the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D) above.

Appears in 1 contract

Sources: Loan Agreement (Kosmos Energy Ltd.)

Disruption to Payment Systems etc. If either the Facility Agent Lender determines (in its discretion) that a Disruption Event has occurred or the Facility Agent Lender is notified by a the Borrower that a Disruption Event has occurred: (a) the Facility Agent Lender may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility as the Facility Agent Lender may deem necessary in the circumstances; (b) the Facility Agent Lender shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent Lender and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors Obligor as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 (Amendments and Waivers);Documents; and (ed) the Facility Agent Lender shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility AgentLender) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 27.8 (

Appears in 1 contract

Sources: Secured Term Loan Facility (United Maritime Corp)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a the Borrower that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 34 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 28.10; and (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

Appears in 1 contract

Sources: Single Currency Term Facility Agreement (General Geophysics Co)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a the Borrower that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) above if, in its reasonable opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 32 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 26.10; and (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

Appears in 1 contract

Sources: Facility Agreement (AstraZeneca Biopharmaceuticals Inc.)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Payment Disruption Event has occurred or the Facility Agent is notified by a the Borrower that a Payment Disruption Event has occurred: : (a) the Facility Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; ; (b) the Facility Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; ; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; ; (d) any such changes agreed upon by the Facility Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Payment Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 clause 42 (Amendments and Waiverswaivers); ; (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 clause 36.10; and (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above. 37 Set-off A Finance Party may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off. 38 Notices 38.1 Communications in writing Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by letter.

Appears in 1 contract

Sources: Senior Secured Sustainability Linked Amortising Term Loan Facility (COOL Co LTD.)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a the Borrower that a Disruption Event has occurred:: 111 Project Asgard (2020 A&R) – Amended and Restated Facilities Agreement (a) the Facility Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility Facilities as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 37 (Amendments and Waiverswaivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 31.11; and (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph

Appears in 1 contract

Sources: Amendment and Restatement Agreement (Melco Resorts & Entertainment LTD)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a Borrower the Company that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a Borrowerthe Company, consult with the Borrowers Company with a view to agreeing with the Borrowers Company such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers Company in relation to any changes mentioned in paragraph (aclause 34.11(a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the other Finance Parties in relation to any changes mentioned in paragraph (aclause 34.11(a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 clause 40 (Amendments and Waiverswaivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 clause 34.11; and (f) the Agent shall notify the other Finance Parties of all changes agreed pursuant to clause 34.11(d) above.

Appears in 1 contract

Sources: Senior Facilities Agreement (Luxfer Holdings PLC)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a Borrower the Company that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a Borrowerthe Company, consult with the Borrowers Company with a view to agreeing with the Borrowers Company such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers Company in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Financing Documents notwithstanding the provisions of Clause 45 18 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 11.11; and (f) the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

Appears in 1 contract

Sources: Credit Agreement (CNH Industrial N.V.)

Disruption to Payment Systems etc. If either the Facility Principal Facilities Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Principal Facilities Agent is notified by a the Borrower that a Disruption Event has occurred: (a) the Facility Principal Facilities Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility Facilities as the Facility Principal Facilities Agent may deem necessary in the circumstances; (b) the Facility Principal Facilities Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph clause (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Principal Facilities Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph clause (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Principal Facilities Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 (Amendments and Waivers)18.1; (e) the Facility Principal Facilities Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation including for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Principal Facilities Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 Clause; and (f) the Principal Facilities Agent shall notify the Finance Parties of all changes agreed pursuant to clause (d).

Appears in 1 contract

Sources: Loan Agreement (Bema Gold Corp /Can/)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a the Borrower that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 36 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including excluding any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 30.10; and (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

Appears in 1 contract

Sources: Facility Agreement (Sesa Sterlite LTD)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a Borrower that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a Borrower, consult with the Borrowers with a view to agreeing with the Borrowers such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 43 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 34.11 (

Appears in 1 contract

Sources: Facility Agreement (Global Ship Lease, Inc.)

Disruption to Payment Systems etc. If either the Facility Agent Lender determines (in its discretion) discretion that a Disruption Event has occurred or the Facility Agent Lender is notified by a Borrower the Borrowers that a Disruption Event has occurredoccurred which negatively affects the ability of the Borrowers to repay the Loan and at the same has a Material Adverse Effect: (a) 26.8.1 the Facility Agent Lender may, and shall if requested to do so by a Borrowerthe Borrowers, consult with the Borrowers with a view to agreeing with the Borrowers such changes to the operation or administration of the Facility Loan as the Facility Agent Lender may deem necessary in the circumstances; (b) 26.8.2 the Facility Agent Lender shall not be obliged to consult with the Borrowers in relation to any changes mentioned in paragraph (a) above Clause 26.8.1 if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to any such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) 26.8.3 any such changes agreed upon by the Facility Agent Lender and the Borrowers shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding Documents; and 26.8.4 the provisions of Clause 45 (Amendments and Waivers); (e) the Facility Agent Lender shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation limitation, for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility AgentLender) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 (26.8.

Appears in 1 contract

Sources: Secured Loan Agreement (Euroseas Ltd.)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a the Borrower that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 clause 46 (Amendments and Waiversgrant of waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 clause 40.10; and (f) the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to clause 40.10(d) above. 41 Set-off

Appears in 1 contract

Sources: Facility Agreement (Hoegh LNG Partners LP)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a the Borrower that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility Loans as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Loan Documents notwithstanding the provisions of Clause 45 Section 18.7 (Amendments and WaiversEntire Agreement; Amendments); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 Section 7.10 (Disruption to Payment Systems etc.); and (f) the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

Appears in 1 contract

Sources: Credit Agreement (SEACOR Marine Holdings Inc.)

Disruption to Payment Systems etc. If either the Facility COFACE Agent determines (in its discretion) that a Disruption Event has occurred or the Facility COFACE Agent is notified by a the Borrower that a Disruption Event has occurred: (a) the Facility COFACE Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility as the Facility COFACE Agent may deem necessary in the circumstances; (b) the Facility COFACE Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility COFACE Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility COFACE Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 37 (Amendments and Waivers); (e) the Facility COFACE Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility COFACE Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 31.11 (

Appears in 1 contract

Sources: Coface Facility Agreement (Globalstar, Inc.)

Disruption to Payment Systems etc. If either the Facility Agent Lender determines (in its discretion) that a Disruption Event has occurred or the Facility Agent Lender is notified by a Borrower that a Disruption Event has occurred: (a) the Facility Agent Lender may, and shall if requested to do so by a Borrowerthe Borrowers, consult with the Borrowers with a view to agreeing with the Borrowers such changes to the operation or administration of the Facility as the Facility Agent Lender may deem necessary in the circumstances; (b) the Facility Agent Lender shall not be obliged to consult with the Borrowers in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent Lender and the Borrowers shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 (Amendments and Waivers)Documents; (ed) the Facility Agent Lender shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility AgentLender) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 32.8 (Disruption to Payment Systems etc.).

Appears in 1 contract

Sources: Facility Agreement (Seanergy Maritime Holdings Corp.)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a the Borrower that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 35 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the wilful default or fraud of the Facility Agent) Agent arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 29.10; and (f) the Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

Appears in 1 contract

Sources: Amendment and Restatement Agreement (Discovery Communications, Inc.)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a the Borrower that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility Facilities as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 34 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 28.11; and (f) the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.

Appears in 1 contract

Sources: Senior Term Facility Agreement (SemGroup Corp)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a the Borrower that a Disruption Event has occurred: (a) 30.9.1 the Facility Agent may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility Facilities as the Facility Agent may deem necessary in the circumstances; (b) 30.9.2 the Facility Agent shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) Clause 30.9.1 above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) 30.9.3 the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) Clause 30.9.1 above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) 30.9.4 any such changes agreed upon by the Facility Agent and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 (36 ( Amendments and WaiversWaivers ); (e) 30.9.5 the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 (30.9 ; and 30.9.6 the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to Clause

Appears in 1 contract

Sources: Loan Agreement (Net 1 Ueps Technologies Inc)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a the Original Borrower that a Disruption Event has occurred: (a) 31.11.1 the Facility Agent may, and shall if requested to do so by a the Original Borrower, consult with the Borrowers Original Borrower with a view to agreeing with the Borrowers Original Borrower such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) 31.11.2 the Facility Agent shall not be obliged to consult with the Borrowers Original Borrower in relation to any changes mentioned in paragraph (a) sub-clause 31.11.1 above if, in its opinionopinion (acting reasonably), it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) 31.11.3 the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) sub-clause 31.11.1 above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) 31.11.4 any such changes agreed upon by the Facility Agent and the Borrowers Original Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 39 (Amendments and Waivers); (e) 31.11.5 the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 (31.11; and 31.11.6 the Agent shall notify the Finance Parties of all changes agreed pursuant to sub-clause 31.11.4 above.

Appears in 1 contract

Sources: Amendment and Restatement Agreement (Validus Holdings LTD)

Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a Borrower the Borrowers that a Disruption Event has occurred: (a) the Facility Agent may, and shall if requested to do so by a Borrowerthe Borrowers, consult with the Borrowers with a view to agreeing with the Borrowers such changes to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances; (b) the Facility Agent shall not be obliged to consult with the Borrowers in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent and the Borrowers shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 41 (Amendments and Waivers); (e) the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 33.10 (

Appears in 1 contract

Sources: Term Loan Facility (Ardmore Shipping Corp)

Disruption to Payment Systems etc. If either the Facility Agent Lender determines (in its discretion) that a Disruption Event has occurred or the Facility Agent Lender is notified by a the Borrower that a Disruption Event has occurred: (a) the Facility Agent Lender may, and shall if requested to do so by a the Borrower, consult with the Borrowers Borrower with a view to agreeing with the Borrowers Borrower such changes to the operation or administration of the Facility as the Facility Agent Lender may deem necessary in the circumstances; (b) the Facility Agent Lender shall not be obliged to consult with the Borrowers Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (c) the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (d) any such changes agreed upon by the Facility Agent Lender and the Borrowers Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 33 (Amendments and Waivers);; and (ed) the Facility Agent Lender shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility AgentLender) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 (27.9.

Appears in 1 contract

Sources: Facility Agreement (Far East Energy Corp)