Replacement of Screen Rate. (a) Subject to Clause 33.3 (Other exceptions), on or after the occurrence of the Benchmark Transition Date, the Majority Lenders may instruct the Agent to may amend this Agreement to replace LIBOR with a Benchmark Replacement. Any such amendment will become effective on the Effective Date without any further action or consent of the Borrower, provided that the Agent has not received written notice of objection to such amendment from the Borrower by 5:00 p.m. (Hong Kong time) on the tenth Business Day after the Agent has provided such amendment to the Borrower (b) If the Agent receives written notice of objection in accordance with paragraph (a), the Borrower and the Agent (acting on the instructions of the Majority Lenders) shall promptly enter into negotiations in good faith with a view to agreeing the amendments to this Agreement to replace LIBOR with a Benchmark Replacement no later than 30th September 2021. Any such amendments will become effective on the Effective Date. (c) In connection with the implementation of a Benchmark Replacement, Majority Lenders may instruction the Agent, and the Agent will have the right, to make any consequential changes that the Agent (acting on the instructions of the Majority Lenders) determines are appropriate to reflect the adoption, implementation and administration of such Benchmark Replacement from time to time and any changes to include fallbacks in the event the Benchmark Replacement is not available. Any amendments implementing such changes will become effective after the Agent has provided such amendment to the Borrower without any further action or consent of the Borrower or any other Finance Party. (d) The Agent will promptly notify the Borrower upon becoming aware of any occurrence of the Benchmark Transition Date. Any determination, decision or election that may be made by the Agent pursuant to this Clause 33.4 will be conclusive and binding absent manifest error. (e) The Borrower and each Finance Party shall, at the request of the Agent, take such action as is available to it for the purpose of authorising or giving effect 49173559_13 to the amendments effected or to be effected pursuant to this Clause 33.4 and, if any security or guarantee has been granted in respect of this Agreement, to ensure the perfection, protection or maintenance of any such security or guarantee. (f) This Clause 33.4 shall apply notwithstanding any other provision of this Agreement. (g) In this Clause 33.4 the following definitions apply:
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Replacement of Screen Rate. (a) Subject to Clause 33.3 paragraph (Other exceptionsc) below, any amendment, replacement or waiver proposed by the Company and delivered in writing to the Interim Facility Agent which relates to a 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 existing Benchmark Rate for such currency under an applicable Interim Facility, or (ii) the method of calculation of any Benchmark Rate, (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 an Interim Finance Document 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), on or after as agreed by the occurrence of the Benchmark Transition Date, the Majority Lenders may instruct the Agent to may amend this Agreement to replace LIBOR with a Benchmark Replacement. Any such amendment will become effective on the Effective Date without any further action or consent of the Borrower, provided that the Agent has not received written notice of objection to such amendment from the Borrower by 5:00 p.m. (Hong Kong time) on the tenth Business Day after the Agent has provided such amendment to the Borrower
(b) If the Agent receives written notice of objection in accordance with paragraph (a), the Borrower Company and the Interim Facility Agent (acting on the instructions of the Majority Interim Lenders) ), may and shall promptly enter into negotiations in good faith with a view to agreeing the amendments to this Agreement to replace LIBOR with a Benchmark Replacement no later than 30th September 2021. Any such amendments will become effective on the Effective Datebe made provided.
(cb) In connection with the implementation of a If no Benchmark Replacement, Majority Lenders may instruction the Agent, Rate Change for such currency has been made or implemented pursuant to paragraph (a) above and the Agent will have Company or the right, to make any consequential changes that the Interim Facility Agent (acting on the instructions of the Majority Interim Lenders) determines are appropriate requests the making of a Benchmark Rate Change and notifies the Interim Facility Agent or the Company (as applicable) thereof, then the Company and the Interim Facility Agent (acting on the instructions of the Majority Interim 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 (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 Interim Utilisation, the date which is five (5) Business Days before the date upon which the Drawdown Request will be served, as notified by the Company to the Interim Facility Agent), the Benchmark Rate applicable to any Interim Lender's share of an Interim Loan for each Interest Period which commences after the Trigger Date (as defined below) for the currency of such Interim Loan and prior to (or during) the date on which a Benchmark Rate Change for that currency has been agreed shall (unless otherwise agreed by the Company and the Interim Facility Agent (acting on the instructions of the Majority Interim Lenders participating in the applicable Interim Facility)) be replaced by the rate certified to the Interim Facility Agent by that Interim 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 paid in respect of the relevant Interest Period) to be that which expresses as a percentage rate per annum the cost to the relevant Interim Lender of funding its participation in that Interim Loan in the Relevant Market. Notwithstanding the foregoing, the Interim Facility Agent shall consult with any affected Interim Lenders with any Benchmark Rate Change.
(c) Notwithstanding the other provisions of this Clause 8.5, 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:
(i) would result in an increase in the weighted average cost of the applicable Interim Facility (whether by an increase in the Margin, fees or otherwise 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 any Benchmark Rate Change to such applicable Interim Facility (including any spread adjustment to reflect the adoption, implementation differential between the weighted average Benchmark Rate before and administration of after such Benchmark Replacement from time to time and any changes to include fallbacks in the event the Benchmark Replacement is not available. Any amendments implementing such changes will become effective after the Agent has provided such amendment Rate Change)) to the Borrower without Obligors;
(ii) are a change to the date of an interest payment date;
(iii) would result in any further action Obligor being subject to more onerous obligations under the Interim Finance Documents;
(iv) would result in any rights or consent benefits of any Obligor under the Borrower Interim Finance Documents being lost or any other Finance Partyreduced; or
(v) would include a credit spread adjustment (or similar) or a fallback cost of funds for market disruption.
(d) The Agent will promptly notify For the Borrower upon becoming aware purposes of any occurrence of the Benchmark Transition Date. Any determination, decision or election that may be made by the Agent pursuant to this Clause 33.4 will be conclusive and binding absent manifest error.
(e) The Borrower and each Finance Party shall, at the request of the Agent, take such action as is available to it for the purpose of authorising or giving effect 49173559_13 to the amendments effected or to be effected pursuant to this Clause 33.4 and, if any security or guarantee has been granted in respect of this Agreement, to ensure the perfection, protection or maintenance of any such security or guarantee.
(f) This Clause 33.4 shall apply notwithstanding any other provision of this Agreement.
(g) In this Clause 33.4 the following definitions apply8.5:
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