Replacement of Screen Rate. (a) Subject to paragraph (b) of Clause 27.2, if a Screen Rate Replacement Event has occurred in relation to the Screen Rate for dollars, any amendment or waiver which relates to: (i) providing for the use of a Replacement Benchmark in relation to (or in addition to) that currency in place of that Screen Rate; and (A) aligning any provision of any Finance Document to the use of that Replacement Benchmark; (B) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement); (C) implementing market conventions applicable to that Replacement Benchmark; (D) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or (E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the Borrowers. (b) If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within 5 Business Days (or such longer time period in relation to any request which the Borrowers and the Agent may agree) of that request being made: (i) its Commitment shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and (ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
Appears in 3 contracts
Sources: Loan Agreement (Navios Maritime Partners L.P.), Loan Agreement (Navios Maritime Containers L.P.), Loan Agreement (Navios Maritime Containers Inc.)
Replacement of Screen Rate. (a) Subject to paragraph (b) of Clause 27.2, if a Screen Rate Replacement Event has occurred in relation to the Screen Rate for dollars, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Benchmark in relation to (or in addition to) that currency in place of that Screen Rate; and
(A) aligning any provision of any Finance Document to the use of that Replacement Benchmark;
(B) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);
(C) implementing market conventions applicable to that Replacement Benchmark;
(D) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or
(E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the BorrowersBorrower.
(b) If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within 5 Business Days (or such longer time period in relation to any request which the Borrowers Borrower and the Agent may agree) of that request being made:
(i) its Commitment shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
Appears in 2 contracts
Sources: Amending and Restating Agreement (Navios Maritime Acquisition CORP), Loan Agreement (Navios Maritime Acquisition CORP)
Replacement of Screen Rate. (a) Subject to paragraph Clause 34.2 (b) of Clause 27.2Exceptions), if a Screen Rate Replacement Event has occurred in relation to the any Screen Rate for dollarsa currency which can be selected for a Loan, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Benchmark in relation to (or in addition to) that currency in place of that Screen Rate; and
(A) aligning any provision of any Finance Document to the use of that Replacement Benchmark;
(B) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);
(C) implementing market conventions applicable to that Replacement Benchmark;
(D) providing for appropriate fallback fall-back (and market disruption) provisions for that Replacement Benchmark; or
(E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), ,
(F) may be made with the consent of the Facility Agent (acting on the instructions of the Majority Lenders) and the Borrowers.
(b) If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within 5 Business Days (or such longer time period in relation to any request which the Borrowers and the Agent may agree) of that request being madeBorrower. In this Clause 34.4:
(i) its Commitment shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
Appears in 2 contracts
Sources: Amendment and Restatement Agreement (Atlas Investissement), Facility Agreement (Atlas Investissement)
Replacement of Screen Rate. (a) Subject to paragraph (bd) of Clause 27.2below, if any amendment, replacement or waiver proposed by the Company and delivered in writing to the Agent which relates to a Screen Rate Replacement Event has occurred change to (i) the benchmark rate, base rate or reference rate (the "Benchmark Rate") to apply in relation to the Screen Rate for dollars, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Benchmark in relation to (or in addition to) that currency in place of that Screen the existing Benchmark Rate for such currency under an applicable Facility, or (ii) the method of calculation of any Benchmark Rate; and
, (A) in each case including any amendment, replacement or waiver to the definition of "Term SOFR", including an alternative or additional page, service or method for the determination thereof, or which relates to aligning any provision of any a Finance Document to the use of that Replacement Benchmark;Benchmark Rate, including making appropriate adjustments to this Agreement for basis, duration, time and periodicity for determination of that Benchmark Rate for any Interest Period and making other consequential and/or incidental changes) (a "Benchmark Rate Change") may be made with the consent of the Majority Lenders.
(Bb) enabling If no Benchmark Rate Change for such currency has been made or implemented pursuant to paragraph (a) above and the Company or the Agent (acting on the instructions of the Majority Lenders) requests the making of a Benchmark Rate Change and notifies the Agent or the Company (as applicable) thereof, then the Company and the Agent (acting on the instructions of the Majority Lenders) shall enter into consultations in respect of a Benchmark Rate Change; provided that Replacement if such Benchmark Rate Change cannot be agreed upon by the earlier of (x) the end of a consecutive period of thirty (30) days and (y) the date which is five (5) Business Days before the end of the current Interest Period, (or in the case of a new Utilisation, the date which is five (5) Business Days before the date upon which the Utilisation Request will be served, as notified by the Company to the Agent), the Benchmark Rate applicable to any Lender's share of a Loan for each Interest Period which in respect of any Loan, commences after the Trigger Date for the currency of such Loan and prior to (or during) the date on which a Benchmark Rate Change for that currency has been agreed shall, in each case (unless otherwise agreed by the Company and the Agent (acting on the instructions of the Majority Lenders participating in the applicable Facility)) be replaced by the rate certified to the Agent by that Lender as soon as practicable (and in any event by the date falling two (2) Business Days before the date on which interest is due to be used for paid in respect of the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark relevant Interest Period) to be used that which expresses as a percentage rate per annum the cost to the relevant Lender of funding its participation in that Loan in the relevant interbank market.
(c) Notwithstanding the definitions of "Term SOFR" in Clause 1.1 (Definitions) or any other term of any Finance Document, the Agent may from time to time (with the prior written consent of the Company) specify a Benchmark Rate Change for any currency for the purposes of this the Finance Documents, and each Lender authorises the Agent to make such specification. 160 Project Meria: Senior Facilties Agreement);
(Cd) implementing market conventions applicable to that Replacement Benchmark;Notwithstanding the other provisions of this Clause 36.8, no Benchmark Rate Change or other amendments or waivers in connection therewith shall be made without the prior written consent of the Company (which may be given, withheld, conditioned or delayed in its sole and absolute discretion and shall not, under any circumstances, be deemed given) which:
(Di) providing for appropriate fallback would result in an increase in the weighted average cost of the applicable Facility (and market disruption) provisions for that Replacement Benchmark; or
(E) adjusting whether by an increase in the pricing to reduce Margin, fees or eliminateotherwise but taking into account, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement any Benchmark Rate Change to such applicable Facility (including any spread adjustment to reflect the differential between the weighted average Benchmark Rate before and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by after such Benchmark Rate Change)) to the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the Borrowers.
(b) If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within 5 Business Days (or such longer time period in relation to any request which the Borrowers and the Agent may agree) of that request being made:
(i) its Commitment shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; andBorrower;
(ii) its status as are a Lender shall be disregarded change to the date of an interest payment date;
(iii) would result in the Borrower being subject to more onerous obligations under the Finance Documents;
(iv) would result in any rights or benefits of the Borrower under the Finance Documents being lost or reduced;
(v) would result in any limitations on the number of voluntary prepayments or on the ability to select non-standard Interest Periods; or
(vi) would include a credit adjustment (or similar), payment of break costs or a fallback cost of funds for market disruption.
(e) For the purpose purposes of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.this Clause 36.8:
Appears in 2 contracts
Sources: Senior Facilities Agreement (Atlas Investissement), Senior Facilities Agreement (Atlas Investissement)
Replacement of Screen Rate. (a) Subject to paragraph (b) of Clause 27.2, if If a Screen Rate Replacement Event has occurred in relation to the Screen Rate for dollarsRate, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Benchmark in relation to (or in addition to) that currency in place of that the Screen Rate; and
(A) aligning any provision of any Finance Document to the use of that Replacement Benchmark;
(B) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);
(C) implementing market conventions applicable to that Replacement Benchmark;
(D) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or
(E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party party to this Agreement to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made with the consent of the Agent (acting on the instructions of the Majority Required Lenders) and the BorrowersBorrower.
(b) If, as at September 30, 2021, this Agreement provides that the rate of interest for an Advance is to be determined by reference to the Screen Rate:
(i) a Screen Rate Replacement Event shall be deemed to have occurred on that date; and
(ii) the Agent (acting on the instructions of the Required Lenders) and the Borrower shall enter into negotiations in good faith with a view to agreeing to the use of a Replacement Benchmark in place of that Screen Rate from and including a date no later than December 30, 2021.
(c) If any Lender fails to respond to a request for an amendment or waiver described in, or for any other vote of Lenders in relation to, paragraph (a) or (b) above within 5 ten (10) Business Days (or such longer time period in relation to any request which the Borrowers Borrower and the Agent may agree) of that request being made:
(i) its Commitment shall not be included for the purpose of calculating the Total Commitments Commitment when ascertaining whether any relevant percentage of Total Commitments Commitment has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.. For the purposes of this Section 4.8(7):
Appears in 2 contracts
Sources: Bridge and Term Loan Credit Agreement, Bridge and Term Loan Credit Agreement
Replacement of Screen Rate. (a) Subject to paragraph Clause 34.2 (b) of Clause 27.2Exceptions), if a Screen Rate Replacement Event has occurred in relation to the any Screen Rate for dollarsRate, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Benchmark in relation to (or in addition to) that currency in place of that Screen Rate; and
(A) aligning any provision of any Finance Document to the use of that Replacement Benchmark;
(B) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);
(C) implementing market conventions applicable to that Replacement Benchmark;
(D) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or
(E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the BorrowersObligors.
(b) If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within 5 ten (10) Business Days (or such longer time period in relation to any request which the Borrowers Company and the Agent may agree) of that request being made:
(i) its Commitment Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the relevant Facility/ies when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(c) In this Clause 34.6:
Appears in 2 contracts
Sources: Syndicated Loan Agreement (Hillenbrand, Inc.), Syndicated L/G Facility Agreement (Hillenbrand, Inc.)
Replacement of Screen Rate. (a) Subject to paragraph (ba) of Clause 27.2, 46.3 (Other exceptions) if a Screen Rate Replacement Event has occurred in relation to the Screen Rate for dollars, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Benchmark in relation to (or in addition to) that currency in place of that the Screen Rate; and
(A) aligning any provision of any Finance Document to the use of that Replacement Benchmark;
(B) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);
(C) implementing market conventions applicable to that Replacement Benchmark;
(D) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or
(E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the BorrowersCompany.
(b) If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within 5 Business Days (or such longer time period in relation to any request which the Borrowers and the Agent may agree) of that request being madeIn this Clause:
(i) its Commitment shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
Appears in 2 contracts
Sources: Facilities Agreement (StarTek, Inc.), Facilities Agreement (StarTek, Inc.)
Replacement of Screen Rate. (a) Subject to paragraph (ba) of Clause 27.222.3 (Exceptions), if a Screen Rate Replacement Event has occurred in relation to the any Screen Rate for dollarsa currency which can be selected for any issue of Notes, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Benchmark in relation to (or in addition to) that currency in place of that Screen Rate; and;
(A) aligning any provision of any Finance Document to the use of that Replacement Benchmark;
(B) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);
(C) implementing market conventions applicable to that Replacement Benchmark;
(D) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or
(E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation)) , may be made with the consent of the Agent Trustee (acting on the instructions of the Majority LendersBridge Noteholders) and the BorrowersIssuer.
(b) If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within 5 Business Days (or such longer time period in relation to any request which the Borrowers and the Agent may agree) of that request being madeIn this Clause 22.7:
(i) its Commitment shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
Appears in 2 contracts
Sources: Loan Note Facility (Babylon Holdings LTD), Loan Agreement (Babylon Holdings LTD)
Replacement of Screen Rate. (a) Subject to paragraph (b) of Clause 27.242.2 (Exceptions), if a Screen Rate Replacement Event has occurred in relation to the any Screen Rate for dollarsa currency which can be selected for a Loan, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Benchmark in relation to (or in addition to) that currency in place of that Screen Rate; and
(A) aligning any provision of any Finance Document to the use of that Replacement Benchmark;
(B) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);
(C) implementing market conventions applicable to that Replacement Benchmark;
(D) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or
(E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the BorrowersParent.
(b) If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within 5 twenty (20) Business Days (or such longer time period in relation to any request which the Borrowers Parent and the Agent may agree) of that request being made:
(i) its Commitment Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the Facility when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.. In this Clause 42.8:
Appears in 2 contracts
Sources: Senior Facilities Agreement (International Game Technology PLC), Loan Agreement (International Game Technology PLC)
Replacement of Screen Rate. (a) Subject to paragraph (b) of Clause 27.2, if If a Screen Rate Replacement Event has occurred in relation to the any Screen Rate for dollarsa currency which can be selected for a Loan, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Benchmark in relation to (or in addition to) that currency in place of that Screen Rate; and
(A) aligning any provision of any Finance Document to the use of that Replacement Benchmark;
(B) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);
(C) implementing market conventions applicable to that Replacement Benchmark;
(D) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or
(E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the BorrowersBorrower.
(b) If If, as at 30 September 2022 this Agreement provides that the rate of interest for a Loan in any Lender fails currency is to respond be determined by reference to a request the Screen Rate for an amendment or waiver described in paragraph (a) above within 5 Business Days (or such longer time period in relation to any request which the Borrowers and the Agent may agree) of that request being madeLIBOR:
(i) its Commitment a Screen Rate Replacement Event shall not be included deemed to have occurred on that date in relation to the Screen Rate for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that requestcurrency; and
(ii) its status as the Agent, (acting on the instructions of the Majority Lenders) and the Obligors shall enter into negotiations in good faith with a Lender shall be disregarded for view to agreeing the purpose use of ascertaining whether a #10394456/1 Replacement Benchmark in relation to that currency in place of that Screen Rate from and including a date no later than 30 December 2022 with the agreement terms relating to the use of any specified group of Lenders has been obtained to approve that requestReplacement Benchmark.
(c) In this Clause 20.4:
Appears in 1 contract
Sources: Multicurrency Revolving Credit Facility Agreement (Pra Group Inc)
Replacement of Screen Rate. (a) Subject to paragraph (bd) of Clause 27.2below, if any amendment, replacement or waiver proposed by the Company and delivered in writing to the Agent which relates to a Screen Rate Replacement Event has occurred change to (i) the benchmark rate, base rate or reference rate (the “Benchmark Rate”) to apply in relation to a currency in place of the Screen existing Benchmark Rate for dollarssuch currency under an applicable Facility or (ii) the method of calculation of any Benchmark Rate, (in each case including any amendment amendment, replacement or waiver to the definitions of “Term SOFR” or “Screen Rate”, including an alternative or additional page, service or method for the determination thereof, or which relates toto aligning any provision of a Finance Document (including amending, replacing or supplementing Schedule 18 (Reference Rate Terms) or Schedule 19 (Daily Non-Cumulative Compounded RFR Rate) to the use of that Benchmark Rate, including making appropriate adjustments to this Agreement for basis, duration, time and periodicity for determination of that Benchmark Rate for any Interest Period and making other consequential and/or incidental changes) (a “Benchmark Rate Change”) and notified by the Company to the Agent) may and shall be made provided that (unless otherwise agreed between the Company and the Majority Lenders) either the Agent has made a Prevailing Market Determination or no Super Majority Lender Objection has occurred and is continuing in respect thereof.
(b) If no Benchmark Rate Change for such currency has been made or implemented pursuant to paragraph (a) above and the Company or the Agent (acting on the instructions of the Majority Lenders) requests the making of a Benchmark Rate Change and notifies the Agent or the Company (as applicable) thereof, then the Company and the Agent (acting on the instructions of the Majority Lenders) shall enter into consultations in respect of a Benchmark Rate Change; provided that if such Benchmark Rate Change cannot be agreed upon by the earlier of (x) the end of a consecutive period of thirty days and (y) the date which is five (5) Business Days before the end of the current Interest Period, (or in the case of a new Loan, the date which is five (5) Business Days before the date upon which the Utilisation Request will be served, as notified by the Company to the Agent), the Benchmark Rate applicable to any Lender’s share of a Loan for each Interest Period which (I) in respect of any Term Rate Loan commences after the Trigger Date for the currency of such Loan and prior to (or during) the date on which a Benchmark Rate Change for that currency has been agreed, and (II) in respect of any Compounded Rate Loan, would end after the Trigger Date for the currency of such Loan shall, in each case, (unless otherwise agreed by the Company and the Agent (acting on the instructions of the Majority Lenders participating in the applicable Facility)) be replaced by the rate certified to the Agent by that L▇▇▇▇▇ as soon as practicable (and in any event by the date falling two (2) Business Days before the date on which interest is due to be paid in respect of the relevant Interest Period) to be that which expresses as a percentage rate per annum the cost to the relevant Lender of funding its participation in that Loan in the relevant interbank market.
(c) Notwithstanding the definitions of “Term SOFR” or “Screen Rate” in Clause 1.1 (Definitions), the Reference Rate Terms or any other term of any Finance Document, the Agent may from time to time (with the prior written consent of the Company) specify a Benchmark Rate Change for any currency for the purposes of the Finance Documents, and each Lender authorises the Agent to make such specification.
(d) Notwithstanding the other provisions of this Clause 39.12, no Benchmark Rate Change or other amendments or waivers in connection therewith shall be made without the prior written consent of the Company (in its sole discretion) which:
(i) providing for would result in an increase in the use weighted average cost of a Replacement Benchmark the applicable Facility (whether by an increase in relation to (the Margin, fees or in addition to) that currency in place of that Screen Rate; and
(A) aligning any provision of any Finance Document to the use of that Replacement Benchmark;
(B) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);
(C) implementing market conventions applicable to that Replacement Benchmark;
(D) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or
(E) adjusting the pricing to reduce or eliminateotherwise but taking into account, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement any Benchmark Rate Change to such applicable Facility (including any spread adjustment to reflect the differential between the weighted average Benchmark Rate before and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by after such Benchmark Rate Change)) to the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the Borrowers.
(b) If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within 5 Business Days (or such longer time period in relation to any request which the Borrowers and the Agent may agree) of that request being made:
(i) its Commitment shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; andObligors;
(ii) its status as are a Lender shall be disregarded for change to the purpose date of ascertaining whether an interest payment date;
(iii) would result in any Obligor being subject to more onerous obligations under the agreement Finance Documents; or
(iv) would result in any rights or benefits of any specified group Obligor under the Finance Documents being lost or reduced.
(e) For the purposes of Lenders has been obtained to approve that request.this Clause 39.12:
Appears in 1 contract
Sources: Senior Facilities Agreement (Inspired Entertainment, Inc.)
Replacement of Screen Rate. (a) Subject to paragraph (b) of Clause 27.2, if If a Screen Rate Replacement Event has occurred in relation to the any Screen Rate for dollarsa currency which can be selected for a Loan, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Benchmark in relation to that currency in place of (or in addition to) that currency in place of that Screen Rate; and
(A) aligning any provision of any Finance Document to the use of that Replacement Benchmark;
(B) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);
(C) implementing market conventions applicable to that Replacement Benchmark;
(D) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or
(E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the BorrowersBorrower.
(b) If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within 5 Business Days 30 days (or such longer time period in relation to any request which the Borrowers Borrower and the Agent may agree) of that request being made:
(i) its Commitment Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the Facility when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(c) For the purposes of this Clause:
Appears in 1 contract
Sources: Facility Agreement (PCGI Intermediate Holdings LTD)
Replacement of Screen Rate. (a) Subject to paragraph (b) of Clause 27.237.2 (Exceptions), if a Screen Rate Replacement Event has occurred in relation to the any Screen Rate for dollarsa currency which can be selected for a Loan, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Benchmark in relation to (or in addition to) that currency in place of that Screen Rate; and
(A) aligning any provision of any Finance Document to the use of that Replacement Benchmark;
(B) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);
(C) implementing market conventions applicable to that Replacement Benchmark;
(D) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or
(E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the BorrowersParent.
(b) If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within 5 twenty (20) Business Days (or such longer time period in relation to any request which the Borrowers Parent and the Agent may agree) of that request being made:
(i) its Commitment Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the Facility when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(c) In this Clause 37.8:
Appears in 1 contract
Sources: Senior Facility Agreement (International Game Technology PLC)
Replacement of Screen Rate. (a) Subject to paragraph Clause 35.3 (b) of Clause 27.2Other exceptions), if a Screen Rate Replacement Event has occurred in relation to the Screen Rate for dollarsRate, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Benchmark in relation to (or in addition to) that currency in place of that the Screen Rate; and
(A) aligning any provision of any Finance Document to the use of that Replacement Benchmark;
(B) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);
(C) implementing market conventions applicable to that Replacement Benchmark;
(D) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or
(E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the BorrowersObligors.
(b) If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within 5 ten (10) Business Days (or such longer time period in relation to any request which the Borrowers Company and the Agent may agree) of that request being made:
(i) its Commitment shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
Appears in 1 contract
Replacement of Screen Rate. (a) Subject to paragraph (bd) of Clause 27.2below, if any amendment, replacement or waiver proposed by the Company and delivered in writing to the Agent which relates to a Screen Rate Replacement Event has occurred change to (i) the benchmark rate, base rate or reference rate (the “Benchmark Rate”) to apply in relation to a currency in place of the Screen existing Benchmark Rate for dollarssuch currency under an applicable Series or (ii) the method of calculation of any Benchmark Rate, (in each case including any amendment amendment, replacement or waiver to the definitions of “Term SOFR” or “Screen Rate”, including an alternative or additional page, service or method for the determination thereof, or which relates toto aligning any provision of a Finance Document (including amending, replacing or supplementing Schedule 18 (Reference Rate Terms) or Schedule 19 (Daily Non-Cumulative Compounded RFR Rate) to the use of that Benchmark Rate, including making appropriate adjustments to this Agreement for basis, duration, time and periodicity for determination of that Benchmark Rate for any Interest Period and making other consequential and/or incidental changes) (a “Benchmark Rate Change”) and notified by the Company to the Agent) may and shall be made provided that (unless otherwise agreed between the Company and the Majority Noteholders) either the Agent has made a Prevailing Market Determination or no Super Majority Noteholder Objection has occurred and is continuing in respect thereof.
(b) If no Benchmark Rate Change for such currency has been made or implemented pursuant to paragraph (a) above and the Company or the Agent (acting on the instructions of the Majority Noteholders) requests the making of a Benchmark Rate Change and notifies the Agent or the Company (as applicable) thereof, then the Company and the Agent (acting on the instructions of the Majority Noteholders) shall enter into consultations in respect of a Benchmark Rate Change; provided that if such Benchmark Rate Change cannot be agreed upon by the earlier of (x) the end of a consecutive period of thirty days and (y) the date which is five (5) Business Days before the end of the current Interest Period, (or in the case of a new issuance of Notes, the date which is five (5) Business Days before the date upon which the Subscription Request will be served, as notified by the Company to the Agent), the Benchmark Rate applicable to any Noteholder’s share of an issuance of Notes for each Interest Period which (I) in respect of any issuance of Term Rate Notes commences after the Trigger Date for the currency of such issuance of Notes and prior to (or during) the date on which a Benchmark Rate Change for that currency has been agreed, and (II) in respect of any issuance of Compounded Rate Notes, would end after the Trigger Date for the currency of such issuance of Notes shall, in each case, (unless otherwise agreed by the Company and the Agent (acting on the instructions of the Majority Noteholders participating in the applicable Series)) be replaced by the rate certified to the Agent by that Noteholder as soon as practicable (and in any event by the date falling two (2) Business Days before the date on which interest is due to be paid in respect of the relevant Interest Period) to be that which expresses as a percentage rate per annum the cost to the relevant Noteholder of funding its participation in that issuance of Notes in the relevant interbank market.
(c) Notwithstanding the definitions of “Term SOFR” or “Screen Rate” in Clause 1.1 (Definitions), the Reference Rate Terms or any other term of any Finance Document, the Agent may from time to time (with the prior written consent of the Company) specify a Benchmark Rate Change for any currency for the purposes of the Finance Documents, and each Noteholder authorises the Agent to make such specification.
(d) Notwithstanding the other provisions of this Clause 39.12, no Benchmark Rate Change or other amendments or waivers in connection therewith shall be made without the prior written consent of the Company (in its sole discretion) which:
(i) providing for would result in an increase in the use weighted average cost of a Replacement Benchmark the applicable Series (whether by an increase in relation to (the Margin, fees or in addition to) that currency in place of that Screen Rate; and
(A) aligning any provision of any Finance Document to the use of that Replacement Benchmark;
(B) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);
(C) implementing market conventions applicable to that Replacement Benchmark;
(D) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or
(E) adjusting the pricing to reduce or eliminateotherwise but taking into account, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement any Benchmark Rate Change to such applicable Series (including any spread adjustment to reflect the differential between the weighted average Benchmark Rate before and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by after such Benchmark Rate Change)) to the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the Borrowers.
(b) If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within 5 Business Days (or such longer time period in relation to any request which the Borrowers and the Agent may agree) of that request being made:
(i) its Commitment shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; andObligors;
(ii) its status as are a Lender shall be disregarded for change to the purpose date of ascertaining whether an interest payment date;
(iii) would result in any Obligor being subject to more onerous obligations under the agreement Finance Documents; or
(iv) would result in any rights or benefits of any specified group Obligor under the Finance Documents being lost or reduced.
(e) For the purposes of Lenders has been obtained to approve that request.this Clause 39.12:
Appears in 1 contract
Sources: Senior Notes Purchase Agreement (Inspired Entertainment, Inc.)
Replacement of Screen Rate. (a) Subject to paragraph (b) of Clause 27.2, if If a Screen Rate Replacement Event has occurred in relation to the Screen Rate for dollars, any amendment or waiver which relates the Agent (acting on the instructions of all Lenders) shall be entitled to:
: (i) providing for replace the use of Screen Rate with a Replacement Benchmark in relation to (or in addition to) that currency in place of that Screen Rate; and
(A) aligning any provision of any Finance Document to the use of that Replacement Benchmark;
(B) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);
(C) implementing market conventions applicable to that Replacement Benchmark;
(D) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or
(Eii) adjusting adjust the pricing on the Replacement Benchmark by the amendment of the Margin or otherwise, in each case at its discretion, to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation); and (iii) amend this Agreement for the purpose of any of: (A) providing for the use of a Replacement Benchmark; (B) aligning any provision to the use of that Replacement Benchmark; (C) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, may without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement); (D) implementing market conventions applicable to that Replacement Benchmark; (E) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; and (F) adjusting the pricing in accordance with paragraph (ii) above.
(b) The Agent shall promptly notify the Borrowers and each Creditor Party of any replacement of the Screen Rate, any adjustment of pricing and any amendment of this Agreement made with pursuant to paragraph (a) above, which shall take effect immediately as from (and including) the consent of date specified in such notification.
(c) If required by the Agent (acting on the instructions of all Lenders), the Majority LendersBorrowers shall (and shall procure that each other Security Party shall) and enter into such supplemental, replacement or other agreement in relation to any Finance Document as the Borrowers.
(b) If Agent may specify to extend the effect of any Lender fails of the amendments referred to respond to a request for an amendment or waiver described in paragraph (a) above within 5 Business Days (or to such longer time period in relation to any request which the Borrowers and the Agent may agree) of that request being made:
(i) its Commitment shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that requestFinance Document.
Appears in 1 contract
Replacement of Screen Rate. (a) Subject to paragraph (bc) of Clause 27.225.2 (Exceptions), if a Screen Rate Replacement Event has occurred in relation to the Screen Rate for dollarsoccurred, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Benchmark in relation to (or in addition to) that currency in place of that Screen RateBenchmark; and
(A) aligning any provision of any Finance Document to the use of that Replacement Benchmark;
(B) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);
(C) implementing market conventions applicable to that Replacement Benchmark;
(D) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or
(E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the BorrowersCompany.
(b) If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within 5 ten Business Days (or such longer time period in relation to any request which the Borrowers Company and the Agent may agree) of that request being made:
(i) its Commitment Commitment(s) shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(c) For the purposes of this Clause 25.3:
Appears in 1 contract
Sources: Revolving Credit Facility Agreement (MGM Resorts International)
Replacement of Screen Rate. (a) Subject to paragraph (b) of Clause 27.2, if If a Screen Rate Replacement Event has occurred in relation to the Screen Rate the Agent (acting on the instructions of the Lenders) shall be:
(i) entitled to replace the Screen Rate with a Replacement Benchmark;
(ii) in addition to the replacement of the Screen Rate pursuant to paragraph (a)(i) of this Clause 27.4, entitled and obliged to determine a premium or discount on the Replacement Benchmark for dollarsdetermining the interest rate for one or more interest payment days at its discretion in order to achieve a result which is proportionate to the economic yield basis of the Loan before the occurrence of the reference rate replacement event.
(b) The Agent shall promptly notify the Borrower of any replacement of the Screen Rate and any determination of a premium or discount pursuant to paragraph (a) of this Clause 27.4
(c) If the Agent, in the event of a Screen Rate Replacement Event, exercises its discretion in determining a replacement of the Screen Rate falling within paragraph (b) to (c) of the definition of “Replacement Benchmark” or determines a premium or discount pursuant to paragraph (a)(ii) of this Clause 27.4, the Borrower shall be entitled by no less than 5 Business Days’ notice prepay the Loan on the last day of the next Interest Period.
(d) The Borrower and each other Security Party, shall also enter, if required by the Agent (acting on the instructions of the Lenders), into a supplemental agreement to this Agreement or, as the case may be, any amendment or waiver which relates toof the other Finance Documents, to amend each such document for the purpose of:
(i) providing for the use of a Replacement Benchmark in relation to (or in addition to) that currency in place of that Screen RateBenchmark; and
(Aii) aligning any provision of any Finance Document to the use of that Replacement Benchmark;
(Biii) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);
(Civ) implementing market conventions applicable to that Replacement Benchmark;
(Dv) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or
(Evi) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the Borrowers.
(b) If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within 5 Business Days (or such longer time period in relation to any request which the Borrowers and the Agent may agree) of that request being made:
(i) its Commitment shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
Appears in 1 contract
Replacement of Screen Rate. (a) Subject to paragraph Clause 34.2 (b) of Clause 27.2Exceptions), if a Screen Rate Replacement Event has occurred in relation to the any Screen Rate for dollars, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Benchmark in relation to (or in addition to) that currency in place of that Screen Rate; and
(A) aligning any provision of any Finance Document to the use of that Replacement Benchmark;
(B) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);
(C) implementing market conventions applicable to that Replacement Benchmark;
(D) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or
(E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), . may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the BorrowersCompany.
(b) If any a Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within 5 five Business Days (or such longer time period in relation to any request which the Borrowers Company and the Agent may agree) of that request being made:
(i) its Commitment Commitment(s) shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(c) In this Clause 34.5:
Appears in 1 contract
Replacement of Screen Rate. (a) Subject to paragraph (b) of Clause 27.2, if If a Screen Rate Replacement Event has occurred in relation to the any Screen Rate for dollarsa currency which can be selected for a Loan, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Benchmark in relation to (or in addition to) that currency in place of that Screen Rate; and
(A) aligning any provision of any Finance Document to the use of that Replacement Benchmark;
(B) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);
(C) implementing market conventions applicable to that Replacement Benchmark;
(D) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or
(E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made with the consent of the Facility Agent (acting on the instructions of the Majority Lenders) and the BorrowersObligors.
(b) If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within 5 five (5) Business Days (or such longer time period in relation to any request which the Borrowers Company and the Facility Agent may agree) of that request being made:
(i) its Commitment shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; andand InterContinental Hotels Group PLC Registered in England No.5134420 Registered Office: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇
(ii▇▇) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(c) In this Clause 35.3:
Appears in 1 contract
Sources: Facility Agreement (Intercontinental Hotels Group PLC /New/)
Replacement of Screen Rate. (a) Subject to paragraph (b) of Clause 27.2, if a Screen Rate Replacement Event has occurred in relation to the Screen Rate for dollars, any amendment or waiver which relates toIf:
(i) providing the screen rate in relation to LIBOR has permanently or indefinitely ceased to be published by ICE Benchmark Administration Limited (or any other person which takes over the administration of the rate) for a currency which can be selected for a Loan (or ICE Benchmark Administration Limited or such replacement administrator has made an announcement to that effect); or
(ii) the Agent comes to the conclusion (acting reasonably) that the use of LIBOR as benchmark rate is no longer appropriate, the Borrower and the Agent shall enter into negotiations in good faith for a Replacement Benchmark in relation period of not more than 30 (thirty) days with a view to (or in addition to) that currency agreeing on another benchmark rate to apply in place of that Screen the screen rate (the Replacement Rate; and
(A) and any amendment to the Finance Documents which relates to aligning any provision of any a Finance Document to the use of that Replacement Benchmark;
(B) enabling that Replacement Benchmark to Rate. If any amendments are agreed they shall take effect and be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);
(C) implementing market conventions applicable to that Replacement Benchmark;
(D) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or
(E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result binding on each of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made Parties in accordance with the consent of terms agreed among the Agent (acting on the instructions of Borrower and the Majority Lenders) and the Borrowers.
(b) If any Lender fails to respond to a request for an amendment or waiver described no agreement can be reached between the Borrower and the Majority Lenders within the period specified in paragraph (a) above within 5 Business Days (or such longer time period in relation to any request which the Borrowers and above, the Agent may agree) may, if so directed by the Majority Lenders, specify the Replacement Rate and any amendment to the Finance Documents which relates to aligning any provision of a Finance Document to the use of that request being made:
(i) its Commitment shall not be included for Replacement Rate. To the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender extent practicable, these amendments shall be disregarded for such as to ensure that the purpose use of ascertaining whether the agreement Replacement Rate does not result in any material alteration in the commercial effect of any the obligations of the Parties under this Agreement. Any amendments so specified group by the Agent shall be binding on each of Lenders has been obtained to approve that requestthe Parties.
Appears in 1 contract
Sources: Credit Facilities Agreement (Wanda Sports Group Co LTD)
Replacement of Screen Rate. (a) Subject to paragraph (ba) of Clause 27.2, 46.3 (Other exceptions) if a Screen Rate Replacement Event has occurred in relation to the Screen Rate for dollars, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Benchmark in relation to (or in addition to) that currency in place of that the Screen Rate; and
(A) aligning any provision of any Finance Document to the use of that Replacement Benchmark;
(B) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);
(C) implementing market conventions applicable to that Replacement Benchmark;
(D) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or
(E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the BorrowersCompany.
(b) If any Lender fails If, as at 30 June 2021 this Agreement provides that the rate of interest for a Loan in US dollars is to respond be determined by reference to a request the Screen Rate for an amendment or waiver described in paragraph (a) above within 5 Business Days (or such longer time period in relation to any request which the Borrowers and the Agent may agree) of that request being madeLIBOR:
(i) its Commitment a Screen Rate Replacement Event shall not be included deemed to have occurred on that date in relation to the Screen Rate for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that requestcurrency; and
(ii) its status as the Agent (acting on the instructions of the Majority Lenders) and the Obligors shall enter into negotiations in good faith with a Lender shall be disregarded for view to agreeing the purpose use of ascertaining whether the agreement a Replacement Benchmark in relation to US dollars in place of any specified group of Lenders has been obtained to approve that requestScreen Rate from and including a date no later than 30 September 2021.
(c) In this Clause 46.8:
Appears in 1 contract
Sources: Facilities Agreement (StarTek, Inc.)
Replacement of Screen Rate. (a) Subject to paragraph (b) of Clause 27.227.3, if If a Screen Rate Replacement Event has occurred in relation to the Screen Rate is not available for dollarsDollars, any amendment or waiver which relates toto providing for another benchmark rate to apply in relation to Dollars, in place of that Screen Rate (or which relates to aligning any provision of a Finance Document to the use of that benchmark rate) may be made with the consent of the Majority Lenders and the Security Parties.:
(ia) providing for the use of a Replacement Benchmark in relation to (or in addition to) that currency in place of that Screen RateBenchmark; and
(Ai) aligning any provision of any Finance Document to the use of that Replacement BenchmarkBenchmark ;
(Bii) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);
(Ciii) implementing market conventions applicable to that Replacement Benchmark;
(Div) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or
(Ev) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the BorrowersBorrower.
(b) If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within 5 Business Days (or such longer time period in relation to any request which the Borrowers and the Agent may agree) of that request being made:
(i) its Commitment shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
Appears in 1 contract
Sources: Deed of Amendment and Restatement (Capital Product Partners L.P.)
Replacement of Screen Rate. (a) Subject to paragraph (b) of Clause 27.2, if If a Screen Rate Replacement Event has occurred in relation to the Screen Rate for dollars, any amendment or waiver which relates the Agent (acting on the instructions of all Lenders) shall be entitled to:
(i) providing for replace the use of Screen Rate with a Replacement Benchmark in relation to (or in addition to) that currency in place of that Screen Rate; and
(A) aligning any provision of any Finance Document to the use of that Replacement Benchmark;
(Bii) enabling that adjust the pricing on the Replacement Benchmark to be used for by the calculation amendment of interest under this Agreement (includingthe Margin or otherwise, without limitationin each case at its discretion, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);
(C) implementing market conventions applicable to that Replacement Benchmark;
(D) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or
(E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation); and
(iii) amend this Agreement for the purpose of any of:
(A) providing for the use of a Replacement Benchmark;
(B) aligning any provision to the use of that Replacement Benchmark;
(C) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, may without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);
(D) implementing market conventions applicable to that Replacement Benchmark;
(E) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; and
(F) adjusting the pricing in accordance with paragraph (ii) above.
(b) The Agent shall promptly notify the Borrowers and each Creditor Party of any replacement of the Screen Rate, any adjustment of pricing and any amendment of this Agreement made with pursuant to paragraph (a) above, which shall take effect immediately as from (and including) the consent of date specified in such notification.
(c) If required by the Agent (acting on the instructions of all Lenders), the Majority LendersBorrowers shall (and shall procure that each other Security Party shall) and enter into such supplemental, replacement or other agreement in relation to any Finance Document as the Borrowers.
(b) If Agent may specify to extend the effect of any Lender fails of the amendments referred to respond to a request for an amendment or waiver described in paragraph (a) above within 5 Business Days (or to such longer time period in relation to any request which the Borrowers and the Agent may agree) of that request being made:
(i) its Commitment shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that requestFinance Document.
Appears in 1 contract
Replacement of Screen Rate. (a) Subject to paragraph (bc) of Clause 27.2Subclause 25.2 (Exceptions), if a Screen Rate Replacement Event has occurred in relation to the Screen Rate for dollarsoccurred, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Benchmark in relation to (or in addition to) that currency in place of that Screen RateBenchmark; and
(A) aligning any provision of any Finance Document to the use of that Replacement Benchmark;
(B) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);
(C) implementing market conventions applicable to that Replacement Benchmark;
(D) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or
(E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made with the consent of the Facility Agent (acting on the instructions of the Majority Lenders) and the BorrowersCompany.
(b) If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within 5 ten Business Days (or such longer time period in relation to any request which the Borrowers Company and the Facility Agent may agree) of that request being made:
(i) its Commitment Commitment(s) shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(c) For the purposes of this Subclause 25.3:
Appears in 1 contract
Sources: Revolving Credit Facility Agreement (MGM Resorts International)
Replacement of Screen Rate. (a) Subject to paragraph (b) of Clause 27.227.2 (Exceptions), if a Screen Rate Replacement Event has occurred in relation to the Screen Rate for dollars, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Benchmark in relation to (or in addition to) that currency in place of that Screen Rate; and
(A) aligning any provision of any Finance Document to the use of that Replacement Benchmark;
(B) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);
(C) implementing market conventions applicable to that Replacement Benchmark;
(D) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or
(E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and in consultation with the BorrowersBorrower.
(b) If, as at 1 January 2023 this Agreement provides that the rate of interest for the Loan in dollars is to be determined by reference to the Screen Rate for LIBOR:
(i) a Screen Rate Replacement Event shall be deemed to have occurred on that date in relation to the Screen Rate for dollars; and
(ii) the Agent, (acting on the instructions of the Majority Lenders) and the Borrower shall enter into negotiations in good faith with a view to agreeing the use of a Replacement Benchmark in relation to dollars in place of that Screen Rate from and including a date no later than 31 May 2023.
(c) If any Lender fails to respond to a request for an amendment or waiver described in, or for any other vote of Lenders in paragraph relation to, paragraphs (a) or (b) above within 5 Business Days (or such longer time period in relation to any request which the Borrowers Borrower and the Agent may agree) of that request being made:
(i) its Commitment shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
Appears in 1 contract
Replacement of Screen Rate. (a) Subject to paragraph (b) of Clause 27.2, if If a Screen Rate Replacement Event has occurred in relation to the Screen Rate for dollars, any amendment or waiver which relates to:: 892 EUROPE/66436786v5
(i) providing for the use of a Replacement Benchmark in relation to (or in addition to) that currency in place of that Screen Rate; and
(A) aligning any provision of any Finance Document to the use of that Replacement Benchmark;
(B) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);
(C) implementing market conventions applicable to that Replacement Benchmark;
(D) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or
(E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the Borrowers.
(b) If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within 5 Business Days (or such longer time period in relation to any request which the Borrowers and the Agent may agree) of that request being made:
(i) its Commitment or its participation in the Loan (as the case may be) shall not be included for the purpose of calculating the Total Commitments or the amount of the Loan (as applicable) when ascertaining whether any relevant percentage of Total Commitments or the aggregate of participations in the Loan (as applicable) has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
Appears in 1 contract
Sources: Loan Agreement (Diana Shipping Inc.)
Replacement of Screen Rate. (a) Subject to paragraph (ba) of Clause 27.222.3 (Exceptions), if a Screen Rate Replacement Event has occurred in relation to the any Screen Rate for dollarsa currency which can be selected for any issue of Notes, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Benchmark in relation to (or in addition to) that currency in place of that Screen Rate; and;
(A) aligning any provision of any Finance Document to the use of that Replacement Benchmark;
(B) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);
(C) implementing market conventions applicable to that Replacement Benchmark;
(D) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or
(E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been 100 formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation)) , may be made with the consent of the Agent Trustee (acting on the instructions of the Majority LendersBridge Noteholders) and the BorrowersIssuer.
(b) If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within 5 Business Days (or such longer time period in relation to any request which the Borrowers and the Agent may agree) of that request being madeIn this Clause 22.7:
(i) its Commitment shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
Appears in 1 contract
Replacement of Screen Rate. (a) Subject An amendment or waiver which relates to paragraph the rights or obligations of the Agent, the Security Agent or a Reference Bank (each in their capacity as such) may not be effected without the consent of the Agent, the Security Agent or that Reference Bank.
(b) of Subject to Clause 27.27.7(a) above, if a Screen Rate Replacement Event has occurred in relation to the Screen Rate for dollarsoccurred, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Benchmark in relation to (or in addition to) that currency in place of that the Screen Rate; and
(Aii) (aa) aligning any provision of any Finance Document to the use of that Replacement Benchmark;
(Bbb) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);
(Ccc) implementing market conventions applicable to that Replacement Benchmark;
(Ddd) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or
(Eee) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) Lenders and the Borrowers.
Borrower. In this Clause 7.7 (b) If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within 5 Business Days (or such longer time period in relation to any request which the Borrowers and the Agent may agree) Replacement of that request being made:
(i) its Commitment shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.Screen Rate):
Appears in 1 contract
Replacement of Screen Rate. (a) Subject to paragraph (b) of Clause 27.2, if a Screen Rate Replacement Event has occurred in relation to the Screen Rate for dollars, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Benchmark in relation to (or in addition to) that currency in place of that Screen Rate; and
(A) aligning any provision of any Finance Document to the use of that Replacement Benchmark;
(B) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);
(C) implementing market conventions applicable to that Replacement Benchmark;
(D) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or
(E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the Borrowers.
(b) If, as at 1 January 2023 this Agreement provides that the rate of interest for the Loan in dollars is to be determined by reference to the Screen Rate for LIBOR:
(i) a Screen Rate Replacement Event shall be deemed to have occurred on that date in relation to the Screen Rate for dollars; and
(ii) the Agent, (acting on the instructions of the Majority Lenders) and the Borrowers shall enter into negotiations in good faith with a view to agreeing the use of a Replacement Benchmark in relation to dollars in place of that Screen Rate from and including a date no later than 31 May 2023.
(c) If any Lender fails to respond to a request for an amendment or waiver described in, or for any other vote of Lenders in paragraph relation to, paragraphs Error! Reference source not found. or (ab) above within 5 Business Days (or such longer time period in relation to any request which the Borrowers and the Agent may agree) of that request being made:
(i) its Commitment shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
Appears in 1 contract
Replacement of Screen Rate. (a) Subject to paragraph (bc) of Clause 27.2Subclause 25.2 (Exceptions), if a Screen Rate Replacement Event has occurred in relation to the Screen Rate for dollarsoccurred, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Benchmark in relation to Benchmark; and (or in addition to) that currency in place of that Screen Rate; andii)
(A) aligning any provision of any Finance Document to the use of that Replacement Benchmark;
(B) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);
(C) implementing market conventions applicable to that Replacement Benchmark;
(D) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or
(E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made with the consent of the Facility Agent (acting on the instructions of the Majority Lenders) and the Borrowers.Company. 0132948-0000070 HKO1: 2008407391.17
(b) If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within 5 ten Business Days (or such longer time period in relation to any request which the Borrowers Company and the Facility Agent may agree) of that request being made:
(i) its Commitment Commitment(s) shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(c) For the purposes of this Subclause 25.3:
Appears in 1 contract
Sources: Revolving Credit Facility Agreement (MGM Resorts International)
Replacement of Screen Rate. (a) Subject to paragraph (b) of Clause 27.2, if If a Screen Rate Replacement Event has occurred in relation to the Screen Rate for dollars, any amendment or waiver which relates the Agent (acting on the instructions of the Majority Lenders) shall be entitled to:
(i) providing for replace the use of Screen Rate with a Replacement Benchmark in relation to (or in addition to) that currency in place of that Screen Rate; and
(A) aligning any provision of any Finance Document to the use of that Replacement Benchmark;
(Bii) enabling that adjust the pricing on the Replacement Benchmark to be used for by the calculation amendment of interest under this Agreement (includingthe Margin or otherwise, without limitationin each case at its discretion, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);
(C) implementing market conventions applicable to that Replacement Benchmark;
(D) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or
(E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation); and
(iii) amend this Agreement for the purpose of any of:
(A) providing for the use of a Replacement Benchmark;
(B) aligning any provision to the use of that Replacement Benchmark;
(C) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, may without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);
(D) implementing market conventions applicable to that Replacement Benchmark;
(E) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; and ,
(F) adjusting the pricing in accordance with paragraph (ii) above.
(b) The Agent shall promptly notify the Borrowers and each Creditor Party of any replacement of the Screen Rate, any adjustment of pricing and any amendment of this Agreement made with pursuant to paragraph (a) above, which shall take effect immediately as from (and including) the consent of date specified in such notification.
(c) If required by the Agent (acting on the instructions of the Majority Lenders), the Borrowers shall (and shall procure that each other Security Party shall) and enter into such supplemental, replacement or other agreement in relation to any Finance Document as the Borrowers.
(b) If Agent may specify to extend the effect of any Lender fails of the amendments referred to respond to a request for an amendment or waiver described in paragraph (a) above within 5 Business Days (or to such longer time period in relation to any request which the Borrowers and the Agent may agree) of that request being made:
(i) its Commitment shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that requestFinance Document.
Appears in 1 contract
Replacement of Screen Rate. (a) Subject to paragraph (bc) of Clause 27.236.2 (Exceptions), if a Screen Rate Replacement Event has occurred in relation to the any Screen Rate for dollarsa currency which can be selected for the Loan, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Benchmark in relation to that currency in place of (or in addition to) that currency in place of that Screen Rate; and
(A) aligning any provision of any Finance Document to the use of that Replacement Benchmark;
(B) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);
(C) implementing market conventions applicable to that Replacement Benchmark;
(D) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or
(E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the BorrowersBorrower.
(b) If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within 5 Business Days 30 days (or such longer time period in relation to any request which the Borrowers Borrower and the Agent may agree) of that request being made:
(i) its Commitment Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the Facility when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(c) For the purposes of this Clause:
Appears in 1 contract
Replacement of Screen Rate. (a) Subject to paragraph (bd) of Clause 27.2below, if any amendment, replacement or waiver proposed by the Company and delivered in writing to the Agent which relates to a Screen Rate Replacement Event has occurred change to (i) the benchmark rate, base rate or reference rate (the "Benchmark Rate") to apply in relation to the Screen Rate for dollars, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Benchmark in relation to (or in addition to) that currency in place of that Screen the existing Benchmark Rate for such currency under an applicable Facility, or (ii) the method of calculation of any Benchmark Rate; and
, (A) in each case including any amendment, replacement or waiver to the definition of "Term SOFR", including an alternative or additional page, service or method for the determination thereof, or which relates to aligning any provision of any a Finance Document to the use of that Replacement Benchmark;Benchmark Rate, including making appropriate adjustments to this Agreement for basis, duration, time and periodicity for determination of that Benchmark Rate for any Interest Period and making other consequential and/or incidental changes) (a "Benchmark Rate Change") may be made with the consent of the Majority Lenders.
(Bb) enabling If no Benchmark Rate Change for such currency has been made or implemented pursuant to paragraph (a) above and the Company or the Agent (acting on the instructions of the Majority Lenders) requests the making of a Benchmark Rate Change and notifies the Agent or the Company (as applicable) thereof, then the Company and the Agent (acting on the instructions of the Majority Lenders) shall enter into consultations in respect of a Benchmark Rate Change; provided that Replacement if such Benchmark Rate Change cannot be agreed upon by the earlier of (x) the end of a consecutive period of thirty (30) days and (y) the date which is five (5) Business Days before the end of the current Interest Period, (or in the case of a new Utilisation, the date which is five (5) Business Days before the date upon which the Utilisation Request will be served, as notified by the Company to the Agent), the Benchmark Rate applicable to any Lender's share of a Loan for each Interest Period which in respect of any Loan, commences after the Trigger Date for the currency of such Loan and prior to (or during) the date on which a Benchmark Rate Change for that currency has been agreed shall, in each case (unless otherwise agreed by the Company and the Agent (acting on the instructions of the Majority Lenders participating in the applicable Facility)) be replaced by the rate certified to the Agent by that Lender as soon as practicable (and in any event by the date falling two (2) Business Days before the date on which interest is due to be used for paid in respect of the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark relevant Interest Period) to be used that which expresses as a percentage rate per annum the cost to the relevant Lender of funding its participation in that Loan in the relevant interbank market.
(c) Notwithstanding the definitions of "Term SOFR" in Clause 1.1 (Definitions) or any other term of any Finance Document, the Agent may from time to time (with the prior written consent of the Company) specify a Benchmark Rate Change for any currency for the purposes of this Agreement);the Finance Documents, and each Lender authorises the Agent to make such specification.
(Cd) implementing market conventions applicable to that Replacement Benchmark;Notwithstanding the other provisions of this Clause 36.8, no Benchmark Rate Change or other amendments or waivers in connection therewith shall be made without the prior written consent of the Company (which may be given, withheld, conditioned or delayed in its sole and absolute discretion and shall not, under any circumstances, be deemed given) which:
(Di) providing for appropriate fallback would result in an increase in the weighted average cost of the applicable Facility (and market disruption) provisions for that Replacement Benchmark; or
(E) adjusting whether by an increase in the pricing to reduce Margin, fees or eliminateotherwise but taking into account, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement any Benchmark Rate Change to such applicable Facility (including any spread adjustment to reflect the differential between the weighted average Benchmark Rate before and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by after such Benchmark Rate Change)) to the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the Borrowers.
(b) If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within 5 Business Days (or such longer time period in relation to any request which the Borrowers and the Agent may agree) of that request being made:
(i) its Commitment shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; andBorrower;
(ii) its status as are a Lender shall be disregarded change to the date of an interest payment date;
(iii) would result in the Borrower being subject to more onerous obligations under the Finance Documents;
(iv) would result in any rights or benefits of the Borrower under the Finance Documents being lost or reduced;
(v) would result in any limitations on the number of voluntary prepayments or on the ability to select non-standard Interest Periods; or
(vi) would include a credit adjustment (or similar), payment of break costs or a fallback cost of funds for market disruption.
(e) For the purpose purposes of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.this Clause 36.8:
Appears in 1 contract
Replacement of Screen Rate. (a) Subject to paragraph (b) of Clause 27.2, if If a Screen Rate Replacement Event has occurred in relation to the Screen Rate for dollars, dollars any amendment or waiver which relates to:
(ia) providing for the use of a Replacement Benchmark in relation to (or in addition to) that currency in place of that Screen Rate; and
(Ai) aligning any provision of any Finance Document to the use of that Replacement Benchmark;
(Bii) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);
(Ciii) implementing market conventions applicable to that Replacement Benchmark;
(Div) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or
(Ev) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made with the written consent of the Agent (acting on the instructions of the Majority Lenders) Lender and the Borrowers.
(bh) If any Lender fails to respond to a request for an amendment or waiver described in by deleting sub-paragraph (a) above within 5 Business Days in clause 21.1 thereof in its entirety and replacing it with the following new sub-paragraph (or such longer time period in relation to any request which a):
(a) the Borrowers and the Agent may agree) of that request being madeLeverage Ratio shall not exceed:
(i) its Commitment shall not be included for at any time during the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that requestperiod commencing on 1 May 2018 and ending on 31 March 2020 (inclusive), 85 per cent.; and
(ii) from 1 April 2020 and at all times thereafter and throughout the remainder of the Security Period, 75 per cent.;";
(i) by deleting sub-paragraph (b) in clause 21.1 thereof in its status as a Lender entirety and replacing it with the following new sub-paragraph (b):
(b) the ratio of EBITDA to Net Interest Expense shall not be disregarded for less than:
(i) at any time during the purpose of ascertaining whether period commencing on 1 May 2018 and ending on 31 September 2018 (inclusive), 1,20:1;
(ii) at any time during the agreement of any specified group of Lenders has been obtained to approve that request.period commencing on 1 October 2018 and ending on 31 March 2020 (inclusive), 1:1; and
Appears in 1 contract
Sources: Supplemental Agreement (Seanergy Maritime Holdings Corp.)
Replacement of Screen Rate. (a) Subject to paragraph clause 45.3 (b) of Clause 27.2Other exceptions), if a Screen Rate Replacement Event has occurred in relation to the Screen Rate for dollarsoccurred, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Benchmark in relation to place of (or in addition to) that currency in place of that the Screen Rate; and
(ii) any or all of the following:
(A) aligning any provision of any Finance Document (other than Hedging Contracts) to the use of that Replacement Benchmark;
(B) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);
(C) implementing market conventions applicable to that Replacement Benchmark;
(D) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or
(E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made with the consent of the Agent (acting on the instructions of the Majority Lenders▇▇▇▇▇▇▇) and the BorrowersBorrower.
(b) If If, as at 31 October 2022 this Agreement provides that the rate of interest under this Agreement is to be determined by reference to the Screen Rate:
(i) a Screen Rate Replacement Event shall be deemed to have occurred on that date in relation to the Screen Rate; and
(ii) the Agent (acting on the instructions of the of the Majority Lenders) and the Obligors shall enter into negotiations in good faith with a view to agreeing the use of a Replacement Benchmark in place of the Screen Rate from and including a date no later than 28 February 2023 (or such later date as the Parties, acting reasonably, may agree) with the terms relating to the use of that Replacement Benchmark.
(c) Without prejudice to clause 45.7 (Excluded Commitments), if any Lender fails to respond to a request for an amendment or waiver described in paragraph , or for any other vote of Lenders in relation to, paragraphs (a) or (b) above within 5 ten (10) Business Days (or such longer time period in relation to any request which the Borrowers Borrower and the Agent may agree) of that request being made:
(i) its Commitment Commitment(s) shall not be included for the purpose of calculating the Total Commitments under the Facility when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.
(d) In this clause 45.4:
Appears in 1 contract
Replacement of Screen Rate. (a) Subject to paragraph (b) of Clause 27.2, if a Screen Rate Replacement Event has occurred in relation to If the Screen Rate for dollars, any amendment Parent or waiver which relates to:
(i) providing for the use of a Replacement Benchmark in relation to (or in addition to) that currency in place of that Screen Rate; and
(A) aligning any provision of any Finance Document to the use of that Replacement Benchmark;
(B) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);
(C) implementing market conventions applicable to that Replacement Benchmark;
(D) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or
(E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) requests any amendment, replacement or waiver to provide for an additional or alternative benchmark rate, base rate or reference rate to apply in respect of the Facilities (including any amendment, replacement or waiver to the definition of EURIBOR or Screen Rate (including an alternative or additional page, service or method for the determination thereof) or which relates to aligning any provision of a Finance Document to the use of that other benchmark rate, base rate or reference rate, including making appropriate adjustments to this Agreement for basis, duration, time and periodicity for determination of that other benchmark rate, base rate or reference rate for any Interest Period and making other consequential and/or incidental changes), then the Borrowers.relevant Screen Rate, benchmark rate, base rate or reference rate (as applicable) shall be an alternate rate of interest proposed by the Parent or the Agent (acting on the instructions of the Majority Lenders), as applicable, that in each case is agreed to by the Parent and that is commercially practicable for the Agent to administer (as reasonably determined by the Agent):
(a) that the Agent determines (acting reasonably) is generally accepted as the then-prevailing market convention for determining a rate of interest for syndicated loans of the type provided under this Agreement in the European or London market in the relevant currency; or
(b) If any Lender fails to respond to a request for an amendment or waiver described in paragraph which the Majority Lenders (aacting reasonably) above within 5 Business Days and the Parent have given their consent, provided that the provisions of Clause 38.6 (or such longer time period in relation Non responding Lender) shall apply to any request which for such consent as if the Borrowers reference to “10 Business Days” in that Clause were to “five Business Days”, any such rate, a “Successor Rate”, and the Agent and the Parent shall enter into any amendment to this Agreement to implement such Successor Rate and implement other related changes to this Agreement (including, without limitation, any Screen Rate Successor Conforming Changes) as may agree) be required, appropriate, necessary or desirable in connection with and/or to facilitate the implementation and use of that request being madesuch Successor Rate as a replacement for the relevant Screen Rate, which amendments shall, notwithstanding anything in this Clause 38, be effective without any further action or consent of any other Party and shall be binding on all Parties, provided that:
(i) its Commitment any alternative interest rate agreed to pursuant to paragraph (a) or paragraph (b) above shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that requestautomatically binding on a Defaulting Lender; and
(ii) its status as a Lender shall be disregarded for in no circumstance will the purpose operation of ascertaining whether this Clause 38 result in any removal of or amendment to any floor applicable to any applicable benchmark rate, base rate or reference rate in respect of the agreement of any specified group of Lenders has been obtained to approve that requestFacilities.
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Replacement of Screen Rate. (a) Subject An amendment or waiver which relates to paragraph the rights or obligations of the Agent, the Security Agent or a Reference Bank (each in their capacity as such) may not be effected without the consent of the Agent, the Security Agent or that Reference Bank.
(b) of Clause 27.2Subject to (a) above, if a Screen Rate Replacement Event has occurred in relation to the any Screen Rate for dollarsa currency which can be selected for the Loan, any amendment or waiver which relates to:
(i) providing for the use of a Replacement Benchmark in relation to that currency in place of (or in addition to) that currency in place of that the affected Screen Rate; and
(A) aligning any provision of any Finance Document to the use of that Replacement Benchmark;
(B) enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);
(C) implementing market conventions applicable to that Replacement Benchmark;
(D) providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or
(E) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the Borrowers.
Borrower. In this Clause 7.7 (b) If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within 5 Business Days (or such longer time period in relation to any request which the Borrowers and the Agent may agree) Replacement of that request being made:
(i) its Commitment shall not be included for the purpose of calculating the Total Commitments when ascertaining whether any relevant percentage of Total Commitments has been obtained to approve that request; and
(ii) its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.Screen Rate):
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