174
(I)
PROVIDING FOR THE USE OF A REPLACEMENT BENCHMARK IN RELATION TO THAT
CURRENCY IN PLACE OF THAT SCREEN RATE; AND
(II)
(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 ORIGINAL BORROWER.
(B)
IF ANY LENDER FAILS TO RESPOND TO A REQUEST FOR AN AMENDMENT OR WAIVER
DESCRIBED IN PARAGRAPH (A) WITHIN 15 BUSINESS DAYS (OR SUCH LONGER TIME PERIOD
IN RELATION TO ANY REQUEST WHICH THE ORIGINAL BORROWER AND THE AGENT MAY AGREE)
OF THAT REQUEST BEING MADE:
(I)
ITS COMMITMENT(S) SHALL NOT BE INCLUDED FOR THE PURPOSE OF CALCULATING
THE TOTAL COMMITMENTS UNDER THE RELEVANT FACILITY 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.
39.5
CHANGE IN RESPECT OF SPECIFIED TIME
Subject to Clause 39.3 (Other exceptions), if the administrator of a Screen Rate
for a currency changes the time at which the rate is published or by which any
correction, recalculation or republication of published rate is made, any change
in the relevant Specified Time or the time by which Reference Banks supply rates
or any change in whether such a correction,
175
recalculation or republication is taken into account may be made with the
consent of the Majority Lenders and the Original Borrower.
40.
INSTRUCTIONS AND DECISIONS
40.1
ABSTENTIONS
In determining whether the Majority Lenders, have given instructions or a
consent, approval, waiver, amendment or other decision, a Lender will be deemed
to have Commitments or a participation of zero if it has so elected by notice to
the Agent.
40.2
TRANSFEREES BOUND
A consent, approval, waiver, amendment or other decision by a Lender or any
instruction to the Agent by a Lender binds that Lender's assigns and successors
unless revoked under Clause 40.3
(Limitations on revocation).
40.3
LIMITATIONS ON REVOCATION
Any instructions, consent, approval, waiver, amendment or other decision by the
Majority Lenders may be revoked only by