Disruption to Payment Systems etc. If either the Senior Agent determines (in its discretion) that a Disruption Event has occurred or the Senior Agent is notified by the Borrower that a Disruption Event has occurred: (A) the Senior Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Senior Facility as the Senior Agent may deem necessary in the circumstances; (B) the Senior Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (A) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; (C) the Senior Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; (D) any such changes agreed upon by the Senior Agent and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 (Amendment) of Schedule 2 (Common Terms) to the Master Framework Agreement; (E) the Senior Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.11; and (F) the Senior Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D) above.
Appears in 1 contract
Samples: Senior Facility Agreement (Encore Capital Group Inc)
Disruption to Payment Systems etc. If either the Senior Agent determines (in its discretion) that a Market Disruption Event has occurred or the Senior Agent is notified by the Borrower that a Market Disruption Event has occurred:
(Aa) the Senior Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Senior Facility as the Senior Agent may deem necessary in the circumstances;
(Bb) the Senior Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (A(a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(Cc) the Senior Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A(a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dd) any such changes agreed upon by the Senior Agent and the Borrower shall (whether or not it is finally determined that a Market Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 Clause 35 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAmendments and Waivers);
(Ee) the Senior Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.1129.9; and
(Ff) the Senior Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D(d) above.
Appears in 1 contract
Samples: Multicurrency Revolving Facility Agreement (Anthracite Capital Inc)
Disruption to Payment Systems etc. If either the Senior Agent Lender determines (in its discretion) that a Disruption Event has occurred or the Senior Agent Lender is notified by the a Borrower that a Disruption Event has occurred:
(Aa) the Senior Agent Lender may, and shall if requested to do so by the a Borrower, consult with the Borrower Borrowers with a view to agreeing with the Borrower Borrowers such changes to the operation or administration of the Senior Facility as the Senior Agent Lender may deem necessary in the circumstances;
(Bb) the Senior Agent Lender shall not be obliged to consult with the Borrower Borrowers in relation to any changes mentioned in paragraph (A(a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(C) the Senior Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dc) any such changes agreed upon by the Senior Agent Lender and the Borrower Borrowers shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementDocuments;
(Ed) the Senior Agent Lender shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior AgentLender) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.11; and
30.8 (F) the Senior Agent shall notify the Finance Parties of all changes agreed pursuant Disruption to paragraph (D) abovePayment Systems etc.).
Appears in 1 contract
Disruption to Payment Systems etc. If either the Senior Facility Agent determines (in its discretionacting reasonably) that a Disruption Event has occurred or the Senior Facility Agent is notified by the Borrower Company that a Disruption Event has occurred:
(A) the Senior Facility Agent may, and shall if requested to do so by the BorrowerCompany, consult with the Borrower Company with a view to agreeing with the Borrower Company such changes to the operation or administration of the Senior Facility (including, without limitation, changes to the timing and mechanics of payments due under the Finance Documents) as the Senior Facility Agent may deem necessary in the circumstances;
(B) the Senior Facility Agent shall not be obliged to consult with the Borrower Company in relation to any changes mentioned in paragraph (A(A) above if, in its reasonable opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(C) the Senior Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A(A) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(D) any such changes agreed upon by the Senior Facility Agent and the Borrower Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 clause 37 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAmendments and Waivers);
(E) the Senior Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.11clause; and
(F) the Senior Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D(D) above.
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Kosmos Energy Ltd.)
Disruption to Payment Systems etc. If either the Senior Agent determines (in its discretion) that a Disruption Event has occurred or the Senior Agent is notified by the Borrower Company that a Disruption Event has occurred:
(Aa) the Senior Agent may, and shall if requested to do so by the BorrowerCompany, consult with the Borrower Company with a view to agreeing with the Borrower Company such changes to the operation or administration of the Senior Facility as the Senior Agent may deem necessary in the circumstances;
(Bb) the Senior Agent shall not be obliged to consult with the Borrower Company in relation to any changes mentioned in paragraph (Aclause 34.11(a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(Cc) the Senior Agent may consult with the other Finance Parties in relation to any changes mentioned in paragraph (Aclause 34.11(a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dd) any such changes agreed upon by the Senior Agent and the Borrower Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 clause 40 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAmendments and waivers);
(Ee) the Senior Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.11clause 34.11; and
(Ff) the Senior Agent shall notify the other Finance Parties of all changes agreed pursuant to paragraph (Dclause 34.11(d) above.
Appears in 1 contract
Disruption to Payment Systems etc. If either the Senior Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Senior Facility Agent is notified by the Borrower Company that a Disruption Event has occurred:
(Aa) the Senior Facility Agent may, and shall if requested to do so by the BorrowerCompany, consult with the Borrower Company with a view to agreeing with the Borrower Company such changes to the operation or administration of the Senior Facility as the Senior Facility Agent may deem necessary in the circumstances;
(Bb) the Senior Facility Agent shall not be obliged to consult with the Borrower Company in relation to any changes mentioned in paragraph (A(a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(Cc) the Senior Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A(a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dd) any such changes agreed upon by the Senior Facility Agent and the Borrower Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Financing Documents notwithstanding the provisions of paragraph 8 Clause 18 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAmendments and Waivers);
(Ee) the Senior Facility Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.1111.11; and
(Ff) the Senior Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D(d) above.
Appears in 1 contract
Disruption to Payment Systems etc. If either the Senior Agent determines (in its discretion) that a Disruption Event has occurred or the Senior Agent is notified by the Original Borrower that a Disruption Event has occurred:
(A) 31.10.1 the Senior Agent may, and shall if requested to do so by the Original Borrower, consult with the Original Borrower with a view to agreeing with the Original Borrower such changes to the operation or administration of the Senior Facility as the Senior Agent may deem necessary in the circumstances;
(B) 31.10.2 the Senior Agent shall not be obliged to consult with the Original Borrower in relation to any changes mentioned in paragraph (A) sub-clause 31.10.1 above if, in its opinionopinion (acting reasonably), it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(C) 31.10.3 the Senior Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A) sub-clause 31.10.1 above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(D) 31.10.4 any such changes agreed upon by the Senior Agent and the Original Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 Clause 39 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAmendments and Waivers);
(E) 31.10.5 the Senior Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.1131.10; and
(F) 31.10.6 the Senior Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D) sub-clause 31.10.4 above.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Validus Holdings LTD)
Disruption to Payment Systems etc. If either the Senior Facilities Agent determines (in its discretion) that a Disruption Event has occurred or the Senior Facilities Agent is notified by the Borrower Company that a Disruption Event has occurred:
(Aa) the Senior Facilities Agent may, and shall if requested to do so by the BorrowerCompany, consult with the Borrower Company with a view to agreeing with the Borrower Company such changes to the operation or administration of the Senior Facility Facilities as the Senior Facilities Agent may deem necessary in the circumstances;
(Bb) the Senior Facilities Agent shall not be obliged to consult with the Borrower Company in relation to any changes mentioned in paragraph (A(a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(Cc) the Senior Facilities Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A(a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dd) any such changes agreed upon by the Senior Facilities Agent and the Borrower Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 Clause 40 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAmendments and Waivers);
(Ee) the Senior Facilities Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Facilities Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.1134.11; and
(Ff) the Senior Facilities Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D(d) above.
Appears in 1 contract
Samples: Multicurrency Revolving Facilities Agreement (Carnival PLC)
Disruption to Payment Systems etc. If either the Senior Agent determines (in its discretion) that a Disruption Event has occurred or the Senior Agent is notified by the Borrower Company that a Disruption Event has occurred:
(Aa) the Senior Agent may, and shall if requested to do so by the BorrowerCompany, consult with the Borrower Company with a view to agreeing with the Borrower Company such changes to the operation or administration of the Senior Facility as the Senior Agent may deem necessary in the circumstances;
(Bb) the Senior Agent shall not be obliged to consult with the Borrower Company in relation to any changes mentioned in paragraph (A(a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(Cc) the Senior Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A(a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dd) any such changes agreed upon by the Senior Agent and the Borrower Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents Documents, notwithstanding the provisions of paragraph 8 Clause 34 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAmendments and waivers);
(Ee) the Senior Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation limitation, for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.1128.11; and
(Ff) the Senior Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D(d) above.
Appears in 1 contract
Samples: Revolving Senior Secured Credit Facility Agreement (Gold Fields LTD)
Disruption to Payment Systems etc. If either the Senior Agent determines Lenders determine (in its discretion) that a Disruption Event has occurred or the Senior Agent is Lenders are notified by the Borrower that a Disruption Event has occurred:
(Aa) the Senior Agent Lenders may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Senior Facility Facilities as the Senior Agent Lenders may deem necessary in the circumstances;
(Bb) the Senior Agent Lenders shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (A(a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(C) the Senior Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dc) any such changes agreed upon by the Senior Agent Lenders and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 Clause 35 (Amendment) of Schedule 2 (Common Terms) to the Master Framework Agreement;Amendments and Waivers); and
(Ed) the Senior Agent no Lender shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Agentthat Lender) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.11; and
29.8 (F) the Senior Agent shall notify the Finance Parties of all changes agreed pursuant Disruption to paragraph (D) abovepayment systems etc.).
Appears in 1 contract
Samples: Senior Loan Note Subscription Agreement (Tritium DCFC LTD)
Disruption to Payment Systems etc. If either the Senior Agent determines (in its discretion) that a Disruption Event has occurred or the Senior Agent is notified by the Borrower Parent that a Disruption Event has occurred:
(Aa) the Senior Agent may, and shall if requested to do so by the Borrower, consult with the Borrower Parent with a view to agreeing with the Borrower such changes to the operation or administration of the Senior Facility as the Senior Agent may deem necessary in the circumstances;
(Bb) the Senior Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (A(a) if, in its reasonable opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(Cc) the Senior Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A(a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dd) any such changes agreed upon by the Senior Agent and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 Clause 40 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAmendments and Waivers);
(Ee) the Senior Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.1134.10; and
(Ff) the Senior Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D(d) above.
Appears in 1 contract
Samples: Senior Term Loan Facilities Agreement (Anooraq Resources Corp)
Disruption to Payment Systems etc. If either the Senior Agent determines Lenders determine (in its their discretion) that a Disruption Event has occurred or the Senior Agent is Lenders are notified by the Borrower that a Disruption Event has occurred:
(Aa) the Senior Agent Lenders may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Senior Facility Loan as the Senior Agent Lenders may reasonably deem necessary in the circumstances;
(Bb) the Senior Agent Lenders shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (A(a) if, in its their opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(C) the Senior Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dc) any such changes agreed upon by the Senior Agent Lenders and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 Clause 29 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAmendments and Waivers);
(Ed) the Senior Agent Lenders shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior AgentLenders) arising as a result of its their taking, or failing to take, any actions pursuant to or in connection with this Clause 30.11; and
(F) the Senior Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D) above23.7.
Appears in 1 contract
Disruption to Payment Systems etc. If either the Senior Agent determines (in its discretion) discretion that a Disruption Event has occurred or the Senior Agent is notified by the Borrower Borrowers that a Disruption Event has occurred:
(A) 28.12.1 the Senior Agent may, and shall if requested to do so by the BorrowerBorrowers, consult with the Borrower Borrowers with a view to agreeing with the Borrower Borrowers such changes to the operation or administration of the Senior Facility Loan as the Senior Agent may deem necessary in the circumstances;
(B) 28.12.2 the Senior Agent shall not be obliged to consult with the Borrower Borrowers in relation to any changes mentioned in paragraph (A) Clause 28.12.1 if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to any such changes;
(C) 28.12.3 the Senior Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A) Clause 28.12.1 but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(D) 28.12.4 any such changes agreed upon by the Senior Agent and the Borrower Borrowers shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 Clause 34 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAmendments and Waivers);
(E) 28.12.5 the Senior Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation limitation, for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.1128.12; and
(F) 28.12.6 the Senior Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D) aboveClause 28.12.4.
Appears in 1 contract
Samples: Secured Loan Agreement (Genco Shipping & Trading LTD)
Disruption to Payment Systems etc. If either the Senior Facility Agent determines (in its discretionacting reasonably) that a Disruption Event has occurred or the Senior Facility Agent is notified by the Borrower that a Disruption Event has occurred:
(A) the Senior Facility Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Senior Facility (including, without limitation, changes to the timing and mechanics of payments due under the Finance Documents) as the Senior Facility Agent may deem necessary in the circumstances;
(B) the Senior Facility Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (A(A) above if, in its reasonable opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(C) the Senior Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A(A) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(D) any such changes agreed upon by the Senior Facility Agent and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 Clause 40 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAmendments and Waivers);
(E) the Senior Facility Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.11Clause; and
(F) the Senior Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D(D) above.
Appears in 1 contract
Disruption to Payment Systems etc. If either the Senior Agent determines (in its discretion) that a Disruption Event has occurred or the Senior Agent is notified by the Borrower Parent that a Disruption Event has occurred:
(Aa) the Senior Agent may, and shall if requested to do so by the BorrowerParent, consult with the Borrower Parent with a view to agreeing with the Borrower Parent such changes to the operation or administration of the Senior Facility as the Senior Agent may deem necessary in the circumstances;
(Bb) the Senior Agent shall not be obliged to consult with the Borrower Parent in relation to any changes mentioned in paragraph (Aclause 32.11(a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(Cc) the Senior Agent may consult with the other Finance Parties in relation to any changes mentioned in paragraph (Aclause 32.11
(a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dd) any such changes agreed upon by the Senior Agent and the Borrower Parent shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 clause 38 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAmendments and waivers);
(Ee) the Senior Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.11clause 32.11; and
(Ff) the Senior Agent shall notify the other Finance Parties of all changes agreed pursuant to paragraph (Dclause 32.11(d) above.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Sunrise Senior Living Inc)
Disruption to Payment Systems etc. If either the Senior Agent determines (in its discretion) that a Disruption Event has occurred or the Senior 77 Agent is notified by the Borrower that a Disruption Event has occurred:
(Aa) the Senior Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Senior Facility as the Senior Agent may deem necessary in the circumstances;
(Bb) the Senior Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (A(a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(Cc) the Senior Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A(a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dd) any such changes agreed upon by the Senior Agent and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 Clause 32 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAmendments and Waivers);
(Ee) the Senior Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation including for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.1126.11; and
(Ff) the Senior Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D(d) above.
Appears in 1 contract
Samples: Facilities Agreement (WEIBO Corp)
Disruption to Payment Systems etc. If either the Senior Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Senior Facility Agent is notified by the Borrower that a Disruption Event has occurred:
(A1) the Senior Facility Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Senior Facility as the Senior Facility Agent may deem necessary in the circumstances;
(B2) the Senior Facility Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (Aclause 30.9(1) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(C3) the Senior Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (Aclause 30.9
(1) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(D4) any such changes agreed upon by the Senior Facility Agent and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 clause 36 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAmendments and waivers);
(E5) the Senior Facility Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.11clause 30.9; and
(F6) the Senior Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (Dclause 30.9(4) above.
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Harmony Gold Mining Co LTD)
Disruption to Payment Systems etc. If either the Senior Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Senior Facility Agent is notified by the Borrower Company that a Disruption Event has occurred:
(Aa) the Senior Facility Agent may, and shall if requested to do so by the BorrowerCompany, consult with the Borrower Company with a view to agreeing with the Borrower Company such changes to the operation or administration of the Senior Facility as the Senior Facility Agent may deem necessary in the circumstances;
(Bb) the Senior Facility Agent shall not be obliged to consult with the Borrower Company in relation to any changes mentioned in paragraph (A(a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(Cc) the Senior Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A(a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dd) any such changes agreed upon by the Senior Facility Agent and the Borrower Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 Clause 38 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAmendments and Waivers);
(Ee) the Senior Facility Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.1131.10; and
(Ff) the Senior Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D(d) above.
Appears in 1 contract
Disruption to Payment Systems etc. If either the Senior Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Senior Facility Agent is notified by the Borrower Account Party that a Disruption Event has occurred:
(Aa) the Senior Facility Agent may, and shall if requested to do so by the BorrowerAccount Party, consult with the Borrower Account Party with a view to agreeing with the Borrower Account Party such changes to the operation or administration of the Senior Facility Facilities as the Senior Facility Agent may deem necessary in the circumstances;
(Bb) the Senior Facility Agent shall not be obliged to consult with the Borrower Account Party in relation to any changes mentioned in paragraph (A(a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(Cc) the Senior Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A(a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dd) any such changes agreed upon by the Senior Facility Agent and the Borrower Account Party shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 clause 40 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAmendments and Waivers);
(Ee) the Senior Facility Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.11clause 33.10; and
(Ff) the Senior Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D(d) above.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Hanover Insurance Group, Inc.)
Disruption to Payment Systems etc. If either the Senior Facilities Agent determines (in its discretion) that a Disruption Event has occurred or the Senior Facilities Agent is notified by the Borrower Company that a Disruption Event has occurred:
(A) 27.11.1 the Senior Facilities Agent may, and shall if requested to do so by the BorrowerCompany, consult with the Borrower Company with a view to agreeing with the Borrower Company such changes to the operation or administration of the Senior Facility Facilities as the Senior Facilities Agent may deem necessary in the circumstances;
(B) 27.11.2 the Senior Facilities Agent shall not be obliged to consult with the Borrower Company in relation to any changes mentioned in paragraph (A) Sub-clause 27.
11.1 if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(C) 27.11.3 the Senior Facilities Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A) Sub-clause 27.
11.1 but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(D) 27.11.4 any such changes agreed upon by the Senior Facilities Agent and the Borrower Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 Clause 34 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAmendments and Waivers);
(E) 27.11.5 the Senior Facilities Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the willful misconduct or fraud of the Senior Facilities Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.1127.11; and
(F) 27.11.6 the Senior Facilities Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D) Sub-clause 27.11.4 above.
Appears in 1 contract
Disruption to Payment Systems etc. If either the Senior Agent determines (in its discretion) discretion that a Disruption Event has occurred or the Senior Agent is notified by the Borrower that a Disruption Event has occurred:
(Aa) the Senior Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Senior Facility Loan as the Senior Agent may deem necessary in the circumstances;
(Bb) the Senior Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (AClause 28.12(a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to any such changes;
(Cc) the Senior Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (AClause 28.12
(a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dd) any such changes agreed upon by the Senior Agent and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 Clause 34 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAmendments and Waivers);
(Ee) the Senior Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation limitation, for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.1128.12 (Disruption to payment systems etc.); and
(Ff) the Senior Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (DClause 28.12(d) above29 Set-Off
29.1 Set-off A Finance Party may, while an Event of Default is continuing, set off any matured obligation due from a Security Party under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Security Party, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.
Appears in 1 contract
Samples: Loan Agreement (Safe Bulkers, Inc.)
Disruption to Payment Systems etc. If either the Senior Agent determines (in its discretion) that a Disruption Event has occurred or the Senior Agent is notified by the Borrower Company that a Disruption Event has occurred:
(Aa) the Senior Agent may, and shall if requested to do so by the BorrowerCompany, consult with the Borrower Company with a view to agreeing with the Borrower Company such changes to the operation or administration of the Senior Facility Facilities as the Senior Agent may deem necessary in the circumstances;
(Bb) the Senior Agent shall not be obliged to consult with the Borrower Company in relation to any changes mentioned in paragraph (Aclause 34.11(a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(Cc) the Senior Agent may consult with the other Finance Parties in relation to any changes mentioned in paragraph (Aclause 34.11(a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dd) any such changes agreed upon by the Senior Agent and the Borrower Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 clause 40 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAmendments and waivers);
(Ee) the Senior Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.11clause 34.11; and
(Ff) the Senior Agent shall notify the other Finance Parties of all changes agreed pursuant to paragraph (Dclause 34.11(d) above.
Appears in 1 contract
Disruption to Payment Systems etc. If either the Senior Agent determines (in its discretion) that a Disruption Event has occurred or the Senior Agent is notified by the Borrower Borrowers that a Disruption Event has occurred:
(Aa) the Senior Agent may, and shall if requested to do so by the BorrowerBorrowers, consult with the Borrower Borrowers with a view to agreeing with the Borrower Borrowers such changes to the operation or administration of the Senior Facility as the Senior Agent may deem necessary in the circumstances;
(Bb) the Senior Agent shall not be obliged to consult with the Borrower Borrowers in relation to any changes mentioned in paragraph (Aparagraph
(a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(Cc) the Senior Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (Aparagraph
(a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dd) any such changes agreed upon by the Senior Agent and the Borrower Borrowers shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 (Amendment) of Schedule 2 (Common Terms) to the Master Framework Agreementclause 47 ;
(Ee) the Senior Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.11clause 41.10 ; and
(F) the Senior Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D) above.
Appears in 1 contract
Disruption to Payment Systems etc. If either the Senior Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Senior Facility Agent is notified by the Borrower Parent that a Disruption Event has occurred:
(Aa) the Senior Facility Agent may, and shall if requested to do so by the BorrowerParent, consult with the Borrower Parent with a view to agreeing with the Borrower Parent such changes to the operation or administration of the Senior Facility as the Senior Facility Agent may deem necessary in the circumstances;
(Bb) the Senior Facility Agent shall not be obliged to consult with the Borrower Parent in relation to any changes mentioned in paragraph (A(a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(Cc) the Senior Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A(a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dd) any such changes agreed upon by the Senior Facility Agent and the Borrower Parent shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 Clause 27 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAmendments and Waivers);
(Ee) the Senior Facility Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.1121.18; and
(Ff) the Senior Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D(d) above.
Appears in 1 contract
Samples: Facilities Agreement (Autoliv Inc)
Disruption to Payment Systems etc. If either the Senior Agent Lender determines (in its discretion) that a Disruption Event has occurred or the Senior Agent Lender is notified by the Borrower that a Disruption Event has occurred:
(A) 24.6.1 the Senior Agent Lender may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Senior Facility as the Senior Agent Lender may deem necessary in the circumstances;
(B) 24.6.2 the Senior Agent Lender shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (A) Clause 24.6.1 if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(C) the Senior Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(D) 24.6.3 any such changes agreed upon by the Senior Agent Lender and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 Clause 30 (Amendment) of Schedule 2 (Common Terms) to Amendments and Waivers); and
24.6.4 the Master Framework Agreement;
(E) the Senior Agent Lender shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Agentwhatsoever) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.11; and
(F) the Senior Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D) above24.6.
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Lesaka Technologies Inc)
Disruption to Payment Systems etc. If either the Senior Agent Bank determines (in its discretion) that a Disruption Event has occurred or the Senior Agent Bank is notified by the Borrower Company that a Disruption Event has occurred:
(Aa) the Senior Agent Bank may, and shall if requested to do so by the BorrowerCompany, consult with the Borrower Company with a view to agreeing with the Borrower Company such changes to the operation or administration of the Senior Facility as the Senior Agent Bank may deem necessary in the circumstances;
(Bb) the Senior Agent Bank shall not be obliged to consult with the Borrower Company in relation to any changes mentioned in paragraph (A(a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(C) the Senior Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dc) any such changes agreed upon by the Senior Agent Bank and the Borrower Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 Clause 29 (Amendment) of Schedule 2 (Common Terms) to the Master Framework Agreement;Amendments and Waivers); and
(Ed) the Senior Agent Bank shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence negligence, or any other category of liability whatsoever but not including any claim based on the fraud of the Senior AgentBank) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.11; and
(F) the Senior Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D) above23.9.
Appears in 1 contract
Samples: Letter of Credit Facility Agreement (Axis Capital Holdings LTD)
Disruption to Payment Systems etc. If either the Senior Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Senior Facility Agent is notified by the Borrower Company that a Disruption Event has occurred:
(Aa) the Senior Facility Agent may, and shall if requested to do so by the BorrowerCompany, consult with the Borrower Company with a view to agreeing with the Borrower Company such changes to the operation or administration of the Senior Facility as the Senior Facility Agent may deem necessary in the circumstances;
(Bb) the Senior Facility Agent shall not be obliged to consult with the Borrower Company in relation to any changes mentioned in paragraph (A(a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(Cc) the Senior Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A(a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dd) any such changes agreed upon by the Senior Facility Agent and the Borrower Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 Clause 35 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAmendments and Waivers);
(Ee) the Senior Facility Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.1129.10; and
(Ff) the Senior Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D(d) above.
Appears in 1 contract
Disruption to Payment Systems etc. If either the Senior Agent determines (in its discretion) that a Disruption Event has occurred or the Senior Agent is notified by the Borrower Company that a Disruption Event has occurred:
(Aa) the Senior Agent may, and shall if requested to do so by the BorrowerCompany, consult with the Borrower Company with a view to agreeing with the Borrower Company such changes to the operation or administration of the Senior Facility as the Senior Agent may deem necessary in the circumstances;
(Bb) the Senior Agent shall not be obliged to consult with the Borrower Company in relation to any changes mentioned in paragraph (Aclause 29.10(a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(Cc) the Senior Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (Aclause 29.10
(a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dd) any such changes agreed upon by the Senior Agent and the Borrower Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 clause 35 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAmendments and waivers);
(Ee) the Senior Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.11clause 29.10; and
(Ff) the Senior Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D) aboveclause 29.10(d).
Appears in 1 contract
Samples: Backstop Facility Agreement
Disruption to Payment Systems etc. If either the Senior Agent determines (in its discretion) that a Disruption Event has occurred or the Senior Agent is notified by the Borrower Borrowers that a Disruption Event has occurred:
(Aa) the Senior Agent may, and shall if requested to do so by the BorrowerBorrowers, consult with the Borrower Borrowers with a view to agreeing with the Borrower Borrowers such changes to the operation or administration of the Senior Facility as the Senior Agent may deem necessary in the circumstances;
(Bb) the Senior Agent shall not be obliged to consult with the Borrower Borrowers in relation to any changes mentioned in paragraph (A(a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(Cc) the Senior Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A(a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dd) any such changes agreed upon by the Senior Agent and the Borrower Borrowers shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 clause 42 (Amendment) Amendments and grant of Schedule 2 (Common Terms) to the Master Framework Agreementwaivers);
(Ee) the Senior Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.11clause 35.9; and
(Ff) the Senior Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D(d) above.
Appears in 1 contract
Samples: Facility Agreement (GasLog Ltd.)
Disruption to Payment Systems etc. If either the Senior Agent Lender determines (in its discretion) that a Disruption Event has occurred or the Senior Agent Lender is notified by the Borrower that a Disruption Event has occurred:
(Aa) the Senior Agent Lender may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Senior Facility as the Senior Agent Lender may deem necessary in the circumstances;
(Bb) the Senior Agent Lender shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (A(a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(C) the Senior Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dc) any such changes agreed upon by the Senior Agent Lender and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 Clause 33 (Amendment) of Schedule 2 (Common Terms) to the Master Framework Agreement;Amendments and Waivers); and
(Ed) the Senior Agent Lender shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior AgentLender) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.11; and
(F) the Senior Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D) above27.9.
Appears in 1 contract
Disruption to Payment Systems etc. If either the Senior Investment Agent determines (in its discretion) that a Disruption Event has occurred or the Senior Investment Agent is notified by the Borrower Company that a Disruption Event has occurred:
(Aa) the Senior Investment Agent may, and shall if requested to do so by the BorrowerCompany, consult with the Borrower Company with a view to agreeing with the Borrower Company such changes to the operation or administration of the Senior Facility facilities to be made available under the Principal Agreement as the Senior Investment Agent may deem necessary in the circumstances;
(Bb) the Senior Investment Agent shall not be obliged to consult with the Borrower Company in relation to any changes mentioned in paragraph (A(a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(Cc) the Senior Investment Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A(a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dd) any such changes agreed upon by the Senior Investment Agent and the Borrower Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Transaction Documents notwithstanding the provisions of paragraph 8 Clause 13 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAmendments and waivers);
(Ee) the Senior Investment Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation including for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Investment Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.113.16; and
(Ff) the Senior Investment Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D(d) above.
Appears in 1 contract
Disruption to Payment Systems etc. If either the Senior Agent determines (in its discretion) that a Payment Disruption Event has occurred or the Senior Agent is notified by the Borrower that a Payment Disruption Event has occurred:
(Aa) the Senior Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Senior Facility as the Senior Agent may deem necessary in the circumstances;
(Bb) the Senior Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (A(a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(Cc) the Senior Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A(a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dd) any such changes agreed upon by the Senior Agent and the Borrower shall (whether or not it is finally determined that a Payment Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 clause 43 (Amendment) Amendments and grant of Schedule 2 (Common Terms) to the Master Framework Agreementwaivers);
(Ee) the Senior Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.11clause 37.11; and
(Ff) the Senior Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D(d) above.. 210 UK-#396550026-v7 211 UK-#396550026-v7
Appears in 1 contract
Disruption to Payment Systems etc. If either the Senior Agent Lender determines (in its discretion) that a Disruption Event has occurred or the Senior Agent Lender is notified by the Borrower that a Disruption Event has occurred:
(A) 26.8.1 the Senior Agent Lender may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Senior Facility as the Senior Agent Lender may deem necessary in the circumstances;
(B) 26.8.2 the Senior Agent Lender shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (A) Clause 26.8.1 if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(C) the Senior Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(D) 26.8.3 any such changes agreed upon by the Senior Agent Lender and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 Clause 32 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAmendments and Waivers);
(E) 26.8.4 the Senior Agent Lender shall not be liable for any damages, costs or losses whatsoever (including, without limitation including for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior AgentLender) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.11; and
(F) the Senior Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D) above26.8.
Appears in 1 contract
Disruption to Payment Systems etc. If either the Senior Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Senior Facility Agent is notified by the Borrower Company that a Disruption Event has occurred:
(Aa) the Senior Facility Agent may, and shall if requested to do so by the BorrowerCompany, consult with the Borrower Company with a view to agreeing with the Borrower Company such changes to the operation or administration of the Senior Facility as the Senior Facility Agent may deem necessary in the circumstances;
(Bb) the Senior Facility Agent shall not be obliged to consult with the Borrower Company in relation to any changes mentioned in paragraph (A(a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(Cc) the Senior Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A(a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dd) any such changes agreed upon by the Senior Facility Agent and the Borrower Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 Clause 25 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAmendments and Waivers);
(Ee) the Senior Facility Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the gross negligence or fraud of the Senior Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.1114.9; and
(Ff) the Senior Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D(d) above.
Appears in 1 contract
Disruption to Payment Systems etc. If either the Senior Agent determines (in its discretion) that a Disruption Event has occurred or the Senior Agent is notified by the Borrower Obligors’ Agent that a Disruption Event has occurred:
(Aa) the Senior Agent may, and shall if requested to do so by the BorrowerParent, consult with the Borrower Parent with a view to agreeing with the Borrower Parent such changes to the operation or administration of the Senior Facility Facilities as the Senior Agent may deem necessary in the circumstances;
(Bb) the Senior Agent shall not be obliged to consult with the Borrower Parent in relation to any changes mentioned in paragraph (A(a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(Cc) the Senior Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A(a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dd) any such changes agreed upon by the Senior Agent and the Borrower Parent shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 Clause 35 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAmendments and Waivers);
(Ee) the Senior Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.1129.10; and
(Ff) the Senior Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D(d) above.
Appears in 1 contract
Disruption to Payment Systems etc. If either the Senior Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Senior Facility Agent is notified by the Borrower that a Disruption Event has occurred:
(A) 30.9.1 the Senior Facility Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Senior Facility Facilities as the Senior Facility Agent may deem necessary in the circumstances;
(B) 30.9.2 the Senior Facility Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (A) Clause
30.9.1 above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(C) 30.9.3 the Senior Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A) Clause
30.9.1 above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(D) 30.9.4 any such changes agreed upon by the Senior Facility Agent and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementClause 36 ( Amendments and Waivers );
(E) 30.9.5 the Senior Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.1130.9 ; and
(F) 30.9.6 the Senior Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D) above.Clause
Appears in 1 contract
Disruption to Payment Systems etc. If either the Senior Agent determines (in its discretion) that a Disruption Event has occurred or the Senior Agent is notified by the Original Borrower that a Disruption Event has occurred:
(A) 31.11.1 the Senior Agent may, and shall if requested to do so by the Original Borrower, consult with the Original Borrower with a view to agreeing with the Original Borrower such changes to the operation or administration of the Senior Facility as the Senior Agent may deem necessary in the circumstances;
(B) 31.11.2 the Senior Agent shall not be obliged to consult with the Original Borrower in relation to any changes mentioned in paragraph (A) sub-clause 31.11.1 above if, in its opinionopinion (acting reasonably), it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(C) 31.11.3 the Senior Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A) sub-clause 31.11.1 above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(D) 31.11.4 any such changes agreed upon by the Senior Agent and the Original Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 Clause 39 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAmendments and Waivers);
(E) 31.11.5 the Senior Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.1131.11; and
(F) 31.11.6 the Senior Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D) sub-clause 31.11.4 above.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Validus Holdings LTD)
Disruption to Payment Systems etc. If either the Senior Agent determines (in its discretion) discretion that a Disruption Event has occurred or the Senior Agent is notified by the Borrower that a Disruption Event has occurred:
(A) 28.12.1 the Senior Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Senior Facility Loan as the Senior Agent may deem necessary in the circumstances;
(B) 28.12.2 the Senior Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (A) Clause 28.12.1 if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to any such changes;
(C) 28.12.3 the Senior Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A) Clause 28.12.1 but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(D) 28.12.4 any such changes agreed upon by the Senior Agent and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 Clause 34 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAmendments and Waivers);
(E) 28.12.5 the Senior Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation limitation, for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.1128.12; and
(F) 28.12.6 the Senior Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (DClause 28.12.4. 29 Set-Off
29.1 Set-off A Finance Party may, while an Event of Default is continuing, set off any matured obligation due from a Security Party under the Finance Documents (to the extent beneficially owned by that Finance Party) aboveagainst any matured obligation owed by that Finance Party to that Security Party, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.
Appears in 1 contract
Disruption to Payment Systems etc. If either the Senior Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Senior Facility Agent is notified by the Borrower that a Disruption Event has occurred:
(Aa) the Senior Facility Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Senior Facility as the Senior Facility Agent may deem necessary in the circumstances;
(Bb) the Senior Facility Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (A(a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(Cc) the Senior Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A(a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dd) any such changes agreed upon by the Senior Facility Agent and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 Clause 25 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAmendments and Waivers);
(Ee) subject to the Senior terms of the Intercreditor Agreement, the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.1112.9; and
(Ff) the Senior Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D(d) above.
Appears in 1 contract
Disruption to Payment Systems etc. If either the Senior Agent determines (in its sole discretion) that a Disruption Event has occurred or the Senior Agent is notified by the Borrower that a Disruption Event has occurred:
(Aa) the Senior Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Senior Facility Facilities as the Senior Agent may deem necessary in the circumstances;
(Bb) the Senior Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (A(a) above if, in its reasonable opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(Cc) the Senior Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A(a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dd) any such changes agreed upon by the Senior Agent and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 Clause 34 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAmendments and Waivers);
(Ee) the Senior Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.1128.10; and
(Ff) the Senior Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D(d) above.
Appears in 1 contract
Samples: Facility Agreement (CTC Media, Inc.)
Disruption to Payment Systems etc. If either the Senior Agent Lender determines (in its discretion) that a Disruption Event has occurred or the Senior Agent Lender is notified by the Borrower that a Disruption Event has occurred:
(A) 23.9.1 the Senior Agent Lender may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Senior Facility as the Senior Agent Lender may deem necessary in the circumstances;
(B) 23.9.2 the Senior Agent Lender shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (A) sub-clause 23.9.1 if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(C) the Senior Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(D) 23.9.3 any such changes agreed upon by the Senior Agent Lender and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 Clause 29 (Amendment) of Schedule 2 (Common Terms) to Amendments and Waivers); and
23.9.4 the Master Framework Agreement;
(E) the Senior Agent Lender shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior AgentLender) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.11; and
(F) the Senior Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D) above23.9.
Appears in 1 contract
Disruption to Payment Systems etc. If either the Senior Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Senior Facility Agent is notified by the Borrower Company that a Disruption Event has occurred:
(Aa) the Senior Facility Agent may, and shall if requested to do so by the BorrowerCompany, consult with the Borrower Company with a view to agreeing with the Borrower Company such changes to the operation or administration of the Senior Facility as the Senior Facility Agent may deem necessary in the circumstances;
(Bb) the Senior Facility Agent shall not be obliged to consult with the Borrower Company in relation to any changes mentioned in paragraph (A(a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(Cc) the Senior Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A(a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dd) any such changes agreed upon by the Senior Facility Agent and the Borrower Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 clause 39 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAmendments and Waivers);
(Ee) the Senior Facility Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.11clause 32.11; and
(Ff) the Senior Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D(d) above.
Appears in 1 contract
Disruption to Payment Systems etc. If either the Senior Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Senior Facility Agent is notified by the Borrower Parent that a Disruption Event has occurred:
(Aa) the Senior Facility Agent may, and shall if requested to do so by the BorrowerParent, consult with the Borrower Parent with a view to agreeing with the Borrower Parent such changes to the operation or administration of the Senior Facility as the Senior Facility Agent may deem necessary in the circumstances;
(Bb) the Senior Facility Agent shall not be obliged to consult with the Borrower Parent in relation to any changes mentioned in paragraph (A(a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(Cc) the Senior Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A(a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dd) any such changes agreed upon by the Senior Facility Agent and the Borrower Parent shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 Clause 25 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAmendments and Waivers);
(Ee) Subject to the Senior terms of the Intercreditor Agreement, the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.1112.9; and
(Ff) the Senior Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D(d) above.
Appears in 1 contract
Disruption to Payment Systems etc. If either the Senior Agent determines (in its discretion) that a Disruption Event has occurred or the Senior Agent is notified by the Borrower Company that a Disruption Event has occurred:
(Aa) the Senior Agent may, and shall if requested to do so by the BorrowerCompany, consult with the Borrower Company with a view to agreeing with the Borrower Company such changes to the operation or administration of the Senior Facility Facilities as the Senior Agent may deem necessary in the circumstances;
(Bb) the Senior Agent shall not be obliged to consult with the Borrower Company in relation to any changes mentioned in paragraph (A(a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(Cc) the Senior Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A(a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dd) any such changes agreed upon by the Senior Agent and the Borrower Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 Clause 34 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAmendments and Waivers);
(Ee) the Senior Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.1128.10; and
(Ff) the Senior Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D(d) above.
Appears in 1 contract
Samples: Facility Agreement (Solutia Inc)
Disruption to Payment Systems etc. If either the Senior Agent determines (in its discretion) that a Disruption Event has occurred or the Senior Agent is notified by the a Borrower that a Disruption Event has occurred:
(Aa) the Senior Agent may, and shall if requested to do so by the a Borrower, consult with the Borrower Borrowers with a view to agreeing with the Borrower Borrowers such changes to the operation or administration of the Senior Facility as the Senior Agent Issuing Bank may deem necessary in the circumstances;
(Bb) the Senior Agent shall not be obliged to consult with the Borrower Borrowers in relation to any changes mentioned in paragraph (A(a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(Cc) the Senior Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A(a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dd) any such changes agreed upon by the Senior Agent and the Borrower Borrowers shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties Patties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 Clause 30 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAmendments and waivers);
(Ee) the Senior Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.1124.11 (Disruption to payment systems etc); and
(Ff) the Senior Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D(d) above.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Tower Group International, Ltd.)
Disruption to Payment Systems etc. If either the Senior Agent Lender determines (in its discretion) that a Disruption Event has occurred or the Senior Agent Lender is notified by the Borrower that a Disruption Event has occurred:
(Aa) the Senior Agent Lender may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Senior Facility as the Senior Agent Lender may deem necessary in the circumstances;
(Bb) the Senior Agent Lender shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (A(a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(C) the Senior Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dc) any such changes agreed upon by the Senior Agent Lender and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 Clause 30 (Amendment) of Schedule 2 (Common Terms) to the Master Framework Agreement;Amendments and Waivers); and
(Ed) the Senior Agent Lender shall not be liable for any damages, costs costs, expenses or losses to any person, any diminution in value or any liability whatsoever (including, without limitation including for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior AgentLender) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.11; and
24.11 (F) the Senior Agent shall notify the Finance Parties of all changes agreed pursuant Disruption to paragraph (D) abovePayment Systems etc.).
Appears in 1 contract
Samples: Facility Agreement (VNG LTD)
Disruption to Payment Systems etc. If either the Senior Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Senior Facility Agent is notified by the Borrower that a Disruption Event has occurred:
(A) 32.11.1 the Senior Facility Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Senior Facility as the Senior Facility Agent may deem necessary in the circumstances;
(B) 32.11.2 the Senior Facility Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (A) Clause 32.11.1 if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree such to such changes;
(C) 32.11.3 the Senior Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A) Clause 32.11.1 but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;; 174 Index
(D) 32.11.4 any such changes agreed upon by the Senior Facility Agent and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 Clause 38 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAmendments and waivers);
(E) 32.11.5 the Senior Facility Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation including for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.1132.11 (Disruption to Payment Systems etc.); and
(F) 32.11.6 the Senior Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D) aboveClause 32.11.4.
Appears in 1 contract
Samples: Senior Secured Multicurrency Credit Facility Agreement (Carrizo Oil & Gas Inc)
Disruption to Payment Systems etc. If either the Senior Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Senior Facility Agent is notified by the Borrower that a Disruption Event has occurred:
(A) 30.9.1 the Senior Facility Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Senior Facility Facilities as the Senior Facility Agent may deem necessary in the circumstances;
(B) 30.9.2 the Senior Facility Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (A) Clause 30.9.1 if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(C) 30.9.3 the Senior Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A) Clause 30.9.1 but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(D) 30.9.4 any such changes agreed upon by the Senior Facility Agent and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 Clause 36 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAmendments and Waivers);
(E) 30.9.5 the Senior Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.1130.9; and
(F) 30.9.6 the Senior Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D) aboveClause 30.9.4.
Appears in 1 contract
Disruption to Payment Systems etc. If either the Senior Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Senior Facility Agent is notified by the Borrower that a Disruption Event has occurred:
(Aa) the Senior Facility Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Senior Facility Facilities as the Senior Facility Agent may deem necessary in the circumstances;
(Bb) the Senior Facility Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (A(a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(Cc) the Senior Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A(a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dd) any such changes agreed upon by the Senior Facility Agent and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 Clause 36 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAmendments and Waivers);
(Ee) the Senior Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.11; and
(F) the Senior Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D) above.Facility
Appears in 1 contract
Samples: Senior Facilities Agreement (OneSmart International Education Group LTD)
Disruption to Payment Systems etc. If either the Senior Agent determines (in its discretion) that a Payment Disruption Event has occurred or the Senior Agent is notified by the Borrower Borrowers that a Payment Disruption Event has occurred:
(Aa) the Senior Agent may, and shall if requested to do so by the BorrowerBorrowers, consult with the Borrower Borrowers with a view to agreeing with the Borrower Borrowers such changes to the operation or administration of the Senior Facility Facilities as the Senior Agent may deem necessary in the circumstances;
(Bb) the Senior Agent shall not be obliged to consult with the Borrower Borrowers in relation to any changes mentioned in paragraph (A(a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(Cc) the Senior Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A(a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dd) any such changes agreed upon by the Senior Agent and the Borrower Borrowers shall (whether or not it is finally determined that a Payment Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 clause 43 (Amendment) Amendments and grant of Schedule 2 (Common Terms) to the Master Framework Agreementwaivers);
(Ee) the Senior Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.11clause 37.11; and
(Ff) the Senior Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D(d) above.
Appears in 1 contract
Disruption to Payment Systems etc. If either the Senior Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Senior Facility Agent is notified by the Borrower Company that a Disruption Event has occurred:
(Aa) the Senior Facility Agent may, and shall if requested to do so by the BorrowerCompany, consult with the Borrower Company with a view to agreeing with the Borrower Company such changes to the operation or administration of the Senior Facility Facilities as the Senior Facility Agent may deem necessary in the circumstances;
(Bb) the Senior Facility Agent shall not be obliged to consult with the Borrower Company in relation to any changes mentioned in paragraph (A(a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(Cc) the Senior Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A(a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dd) any such changes agreed upon by the Senior Facility Agent and the Borrower Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 Clause 34 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAmendments and Waivers);
(Ee) the Senior Facility Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.1128.10; and
(Ff) the Senior Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D(d) above.
Appears in 1 contract
Samples: Facility Agreement (Solutia Inc)
Disruption to Payment Systems etc. If either the Senior Facilities Agent determines (in its discretion) that a Disruption Event has occurred or the Senior Facilities Agent is notified by the Borrower Company that a Disruption Event has occurred:
(Aa) the Senior Facilities Agent may, and shall if requested to do so by the BorrowerCompany, consult with the Borrower Company with a view to agreeing with the Borrower Company such changes to the operation or administration of the Senior Facility Facilities as the Senior Facilities Agent may deem necessary in the circumstances;
(Bb) the Senior Facilities Agent shall not be obliged to consult with the Borrower Company in relation to any changes mentioned in paragraph (A(a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(Cc) the Senior Facilities Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A(a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dd) any such changes agreed upon by the Senior Facilities Agent and the Borrower Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 Clause 39 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAmendments and Waivers);
(Ee) the Senior Facilities Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Facilities Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.1133.11; and
(Ff) the Senior Facilities Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D(d) above.
Appears in 1 contract
Samples: Facilities Agreement (Carnival PLC)
Disruption to Payment Systems etc. If either the Senior Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Senior Facility Agent is notified by the Borrower that a Disruption Event has occurred:
: (Aa) the Senior Facility Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Senior Facility Facilities as the Senior Facility Agent may deem necessary in the circumstances;
; (Bb) the Senior Facility Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (A(a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
; (Cc) the Senior Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A(a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
; (Dd) any such changes agreed upon by the Senior Facility Agent and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 Clause 44 (Amendment) of Schedule 2 Amendments and Waivers); (Common Terms) to the Master Framework Agreement;
(Ee) the Senior Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.11; and
34.11 (F) the Senior Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D) above.
Appears in 1 contract
Samples: Facilities Agreement (Euronav NV)
Disruption to Payment Systems etc. If either the Senior Agent determines (in its discretion) that a Payment Disruption Event has occurred or the Senior Agent is notified by the Borrower that a Payment Disruption Event has occurred:
(Aa) the Senior Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Senior Facility Facilities as the Senior Agent may deem necessary in the circumstances;
(Bb) the Senior Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (A(a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(Cc) the Senior Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A(a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dd) any such changes agreed upon by the Senior Agent and the Borrower shall (whether or not it is finally determined that a Payment Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 clause 43 (Amendment) Amendments and grant of Schedule 2 (Common Terms) to the Master Framework Agreementwaivers);
(Ee) the Senior Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.11clause 37.11; and
(Ff) the Senior Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D(d) above.
Appears in 1 contract
Disruption to Payment Systems etc. If either the Senior Agent determines Lenders determine (in its discretion) that a Disruption Event has occurred or the Senior Agent is Lenders are notified by the Borrower that a Disruption Event has occurred:
(Aa) the Senior Agent Lenders may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Senior Facility as the Senior Agent Lenders may deem necessary in the circumstances;
(Bb) the Senior Agent Lenders shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (A(a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(C) the Senior Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dc) any such changes agreed upon by the Senior Agent Lenders and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 Clause 35 (Amendment) of Schedule 2 (Common Terms) to the Master Framework Agreement;Amendments and Waivers); and
(Ed) the Senior Agent no Lender shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Agentthat Lender) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.11; and
29.8 (F) the Senior Agent shall notify the Finance Parties of all changes agreed pursuant Disruption to paragraph (D) abovepayment systems etc.).
Appears in 1 contract
Samples: Senior Loan Note Subscription Agreement (Tritium DCFC LTD)
Disruption to Payment Systems etc. If either the Senior Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Senior Facility Agent is notified by the Borrower that a Disruption Event has occurred:
(Aa) the Senior Facility Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Senior Facility as the Senior Facility Agent may deem necessary in the circumstances;
(Bb) the Senior Facility Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (A(a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(Cc) the Senior Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A(a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dd) any such changes agreed upon by the Senior Facility Agent and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 clause 36 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAmendments and waivers);
(Ee) the Senior Facility Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation including for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.11; and
clause 30.10 (F) the Senior Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D) above.
Appears in 1 contract
Disruption to Payment Systems etc. If either the Senior Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Senior Facility Agent is notified by the Borrower Company that a Disruption Event has occurred:
(Aa) the Senior Facility Agent may, and shall if requested to do so by the BorrowerCompany, consult with the Borrower Company with a view to agreeing with the Borrower Company such changes to the operation or administration of the Senior Facility Facilities as the Senior Facility Agent may deem necessary in the circumstances;
(Bb) the Senior Facility Agent shall not be obliged to consult with the Borrower Company in relation to any changes mentioned in paragraph (A(a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(Cc) the Senior Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A(a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dd) any such changes agreed upon by the Senior Facility Agent and the Borrower Company shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 Clause 40 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAmendments and Waivers);
(Ee) the Senior Facility Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.1134.11; and
(Ff) the Senior Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D(d) above.
Appears in 1 contract
Samples: Term and Revolving Facilities Agreement (ShangPharma Corp)
Disruption to Payment Systems etc. If either the Senior Agent Lender determines (in its discretion) that a Disruption Event has occurred or the Senior Agent Lender is notified by the a Borrower that a Disruption Event has occurred:
(Aa) the Senior Agent Lender may, and shall if requested to do so by the a Borrower, consult with the Borrower Borrowers with a view to agreeing with the Borrower Borrowers such changes to the operation or administration of the Senior Facility as the Senior Agent Lender may deem necessary in the circumstances;
(Bb) the Senior Agent Lender shall not be obliged to consult with the Borrower Borrowers in relation to any changes mentioned in paragraph (A(a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(C) the Senior Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dc) any such changes agreed upon by the Senior Agent Lender and the Borrower Borrowers shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementDocuments;
(Ed) the Senior Agent Lender shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior AgentLender) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.11; and
29.8 (F) the Senior Agent shall notify the Finance Parties of all changes agreed pursuant Disruption to paragraph (D) abovePayment Systems etc.).
Appears in 1 contract
Disruption to Payment Systems etc. If either the Senior Agent determines (in its discretion) that a Disruption Event has occurred or the Senior Agent is notified by the Borrower Parent that a Disruption Event has occurred:
(Aa) the Senior Agent may, and shall if requested to do so by the BorrowerParent, consult with the Borrower Parent with a view to agreeing with the Borrower Parent such changes to the operation or administration of the Senior Revolving Facility as the Senior Agent may deem necessary in the circumstances;
(Bb) the Senior Agent shall not be obliged to consult with the Borrower Parent in relation to any changes mentioned in paragraph (A(a) if, in its opinionopinion (acting reasonably), it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(Cc) the Senior Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A(a) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dd) any such changes agreed upon by the Senior Agent and the Borrower Parent shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 Clause 39 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAmendments and Waivers);
(Ee) the Senior Agent shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.1133.11; and
(Ff) the Senior Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D(d) above.
Appears in 1 contract
Samples: Super Senior Revolving Credit Facilities Agreement (Atento S.A.)
Disruption to Payment Systems etc. If either the Senior Agent Lender determines (in its discretion) that a Disruption Event has occurred or the Senior Agent Lender is notified by the Borrower that a Disruption Event has occurred:
(Aa) the Senior Agent Lender may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Senior Facility as the Senior Agent Lender may deem necessary in the circumstances;
(Bb) the Senior Agent Lender shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (A(a) if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(C) the Senior Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(Dc) any such changes agreed upon by the Senior Agent Lender and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 Clause 35 (Amendment) of Schedule 2 (Common Terms) to the Master Framework Agreement;Amendments and Waivers); and
(Ed) the Senior Agent Lender shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior AgentLender) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.11; and
29.8 (F) the Senior Agent shall notify the Finance Parties of all changes agreed pursuant Disruption to paragraph (D) abovepayment systems etc.).
Appears in 1 contract
Samples: Senior Loan Note Subscription Agreement (Tritium DCFC LTD)
Disruption to Payment Systems etc. If either the Senior Agent Lender determines (in its discretion) that a Disruption Event has occurred or the Senior Agent Lender is notified by the Borrower that a Disruption Event has occurred:
(A) 33.7.1 the Senior Agent Lender may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Senior Facility as the Senior Agent Lender may deem necessary in the circumstances;
(B) 33.7.2 the Senior Agent Lender shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (A) Clause 33.7.1 if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;
(C) the Senior Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (A) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;
(D) 33.7.3 any such changes agreed upon by the Senior Agent Lender and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of paragraph 8 Clause 40 (Amendment) of Schedule 2 (Common Terms) to the Master Framework AgreementAMENDMENTS AND WAIVERS);
(E) 33.7.4 the Senior Agent Lender shall not be liable for any damages, costs or losses whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Senior AgentLender) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.11; and
(F) the Senior Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (D) above33.7.
Appears in 1 contract
Samples: Facility Agreement (SAVVIS, Inc.)
