Market Flex. 3.1 Subject to the limitations in this Clause 3, during the Syndication Period, the Majority Underwriters shall be entitled to:
(a) increase the Upfront Fees (as defined in the Fee Letter) by up to 0.25 per cent. flat in aggregate on the aggregate commitments made available under the Facilities (such increase in the Upfront Fee, the "Fee Flex");
(b) increase the Margin on the whole amount of each or any Facility by up to 0.75 per cent. per annum in aggregate per Facility (the "Margin Flex"); and/or
(c) on one occasion, following the Closing Date only, change the structure of the Term Acquisition Facility such that a portion of such facility but in any event no more than £50 million of the Term Acquisition Facility Commitments is provided under a separate tranche within the Facilities Agreement (the "Institutional Tranche") (the "Structural Flex") on substantially the same terms as the Term Acquisition Facility, save that any prepayment of the Institutional Tranche in whole or in part during the period from and including the Closing Date to and excluding the first anniversary of the Closing Date (the "Make-Whole Date") will be subject to Make-Whole, (the "Flex Rights") if, the Majority Underwriters reasonably determine in good faith and by reference to feedback from potential Syndication Lenders on the original or then applicable terms applicable to the Facilities (such feedback to be advised, and (subject to paragraph 3.5 below) such determination to be substantiated, in each case to the Company in writing by such Underwriters, by reference to the Agreed Syndication Strategy) that such changes are necessary in order to enhance the prospects of a Successful Syndication and that a Successful Syndication would not otherwise be achieved on the current terms, provided that the Majority Underwriters shall consult with the Company for a period of not less than five Business Days prior to any exercise of Flex Rights other than the exercise of Flex Rights pursuant to paragraph 3.5 (such period commencing only upon the Company receiving from the relevant Underwriters the written feedback referred to in this paragraph 3.1)). For the avoidance of doubt, any exercise of Flex Rights available to be exercised prior to the date on which Successful Syndication is achieved may be exercised in increments and on more than one occasion and subject to the terms and limitations set out in this paragraph 3.1.
3.2 For the purposes of paragraph 3.1 above, "Make-Whole" shall be calc...
Market Flex. The Underwriter shall be entitled in consultation with the Borrowers/Corporate Guarantor to change the pricing, terms and/or structure of the Facility if the Agent determines that such changes are advisable in order to ensure a Successful Syndication of the Facility.
Market Flex. Any time prior to the Syndication Date, in the event that the Lead Arranger reasonably determines that such changes are advisable to facilitate or to attempt to facilitate a Successful Syndication (as defined below) of the Bridge Facility (or if a Successful Syndication has not been or, in the reasonable judgment of the Lead Arranger, is not likely to be achieved on the Closing Date), then the Lead Arranger shall be entitled, after consultation with you, to increase the interest rates under the Bridge Facility (for each pricing level set forth in the definition of Applicable Rate in the Credit Agreement) by no more than [■] basis points per annum in the aggregate; provided, that up to [■]% of such permitted increase may, at the election of the Lead Arranger alternatively be implemented as an increase in Upfront Fees, the Funding Fees or other fees (based on an assumed one-year average life for the Bridge Facility (e.g., 1 basis point of increase in interest rate margin equals 1 basis point of increase in Upfront Fees, Funding Fees or other fees)).
Market Flex. If the Lenders acting in good faith are unable to achieve a Successful Syndication of the Facilities in accordance with the terms of this clause 4.4 then the Lenders shall be entitled (after consultation with the Clients and after demonstrating that reasonable endeavours have been used to syndicate the Facilities successfully) to increase the Margin in respect of each of the Facilities by a maximum of 0.5%. 3
Market Flex. The Loan Parties and the Lender Parties hereby agree that they will execute any amendments to the Loan Documents deemed advisable by the Arrangers, after consultation with the Parent, to change all or any of the terms of the Loan Documents that the Arrangers determine are advisable in order to ensure a successful syndication of the Commitments or Advances under this Agreement, subject to the limitations contained in the Fee Letter.
Market Flex. The Borrower agrees that the Agent shall be entitled, after consultation with the Borrower and the Guarantor, to change the pricing, with the exception of the arrangement fee to be capped at up to 0.50% of the aggregate Contributions terms and structure of the Loan outlined in this Agreement if the Mandated Lead Arranger considers that such changes would be necessary in order to enhance the prospects of a syndicate or transfer and the Borrower shall enter into such documentation as may be required by the Agent in order to document the resultant amendments to this Agreement and any of the other Finance Documents. To determine whether the changes suggested by the Mandated Lead Arranger will in fact enhance the prospects of a Successful Syndication the Agent shall contact 3 banks or financial institutions experienced in ship finance which shall be selected with the prior approval of the Borrower (which shall not be unreasonably withheld or delayed) to seek their opinion.”
Market Flex. The Lead Arrangers holding (or whose affiliates hold) a majority (after giving effect to the Fronting Commitment Letter) of the commitments under the First Lien P2P Facility (the “Requisite Lead Arrangers”) shall be entitled at any time prior to the Syndication Date, without your consent (but after consultation with you), so long as the Requisite Lead Arrangers reasonably determine that such changes are reasonably necessary to achieve a Successful First Lien Syndication, to make only the following changes to the First Lien P2P Facility:
Market Flex. At any time prior to the Syndication Date, the Arrangers shall be entitled, after consultation with you, to change the pricing of the Bridge Facility (whether before or after any funding of the Bridge Facility) if the Arrangers reasonably determine that such change is reasonably necessary to achieve a Successful Syndication or that a Successful Syndication of the Bridge Facility will not be achieved; provided, that such change shall be limited to increasing the interest rates (for each level on the Pricing Grid) by [REDACTED] basis points per annum in the aggregate (up to [REDACTED] basis points of which may, at the election of the Arrangers after consultation with you, alternatively (and without duplication) take the form of an increase to the Commitment Fees, Funding Fees and/or Duration Fees under the Bridge Facility; and one (1) basis point of Upfront Fees, Funding Fees or Duration Fees shall be equated with one
(1) basis point per annum of interest rates for the purposes of the foregoing calculation).
Market Flex. (a) In relation to the Margin for the B Loan, during the period from the Signing Date up to and including the date on which the Lender notifies the Borrower that a successful syndication has been achieved, the Lender shall be entitled in its sole discretion, to increase the Margin of the B Loan if the Lender, having regard to the prevailing conditions in the domestic and/or international money, debt capital or financial markets, determines that such change is advisable in order to enhance the prospects of successful syndication, whether or not successful syndication is thereafter achieved.
(b) For the purposes of this Clause 8.2, “successful syndication” means in relation to the B Loan, the Lender shall have received from Participants, upon terms satisfactory to the Lender, formal commitments by such Participants, evidenced by the execution of one or more Participation Agreements, for the acquisition of Participations in the B Loan in the aggregate amount equal to the full amount of the B Loan.
(c) Any changes made pursuant to this Clause 8.2 will take effect by notice from the Lender to the Borrower.
(d) The Borrower agrees, at the Lender’s request, to amend the Finance Documents and do all things as may be required to reflect and give effect to any changes made under this Clause 8.2.
Market Flex. Each of the Lenders or the Arranger in consultation with the Lenders has the right up to the close of syndication or the Syndication Date, to alter any or all the terms, structure, tenor, amount and pricing of its respective Loan(s) (but not the Total Commitment) if such changes are advisable in such Lenders’ or the Arranger’s judgment and by notifying the same in writing to the other Lenders within 5 days from undertaking such an action. If any of the Lenders’ determine that such changes are necessary, it or they or the Agent will consult with the Borrower for a period of up to five (5) Business Days about such changes. If the Borrower does not accept such changes after such period, each of the Lenders will be entitled to terminate their respective Commitments and/or accelerate their respective Loan. If the Borrower does accept the changes suggested, it shall ensure that each other Obligor shall amend the Finance Documents to reflect the changes.
