Common use of Changes in Market Clause in Contracts

Changes in Market. circumstances If at any time the Lender determines (which determination shall be final and conclusive and binding on the Borrower) that, by reason of changes affecting the London interbank market, adequate and fair means do not exist for determining the rate of interest on a Drawing for any Interest Period: 8.9.1 the Lender shall give notice to the Borrower of the occurrence of such event; and 8.9.2 the rate of interest on the relevant Drawing for that Interest Period shall be the rate per annum which is the sum of: (a) the Margin; and (b) the rate which expresses as a percentage rate per annum the cost to the Lender of funding the relevant Drawing from whatever source it may reasonably select; and (c) the Mandatory Cost, if any, PROVIDED THAT if the resulting rate of interest is not acceptable to the Borrower: 8.9.3 the Lender will negotiate with the Borrower in good faith with a view to modifying this Agreement to provide a substitute basis for determining the rate of interest which is financially a substantial equivalent to the basis provided for in this Agreement; 8.9.4 any substitute basis agreed pursuant to Clause 8.9.3 shall be binding on the parties to this Agreement; and 8.9.5 if, within thirty (30) days of the giving of the notice referred to in Clause 8.9.1, the Borrower and the Lender fail to agree in writing on a substitute basis for determining the rate of interest in respect of the relevant Drawing, the Lender shall cease to be obliged to advance that Drawing, but, if it has already been advanced, the Borrower will immediately prepay it, together with any Break Costs, and the Maximum Amount shall be reduced by the amount of that Drawing.

Changes in Market. circumstances If at any time the Lender Agent determines (which determination shall be final and conclusive and binding on the Borrower) that, by reason of changes affecting that in the London interbank market, market either adequate and fair means do not exist for determining the rate of interest on a Drawing the Loan for any Interest PeriodPeriod or the cost to a Bank or Banks of obtaining matching deposits for any Interest Period would be in excess of LIBOR: 8.9.1 6.8.1 the Lender Agent shall give notice to the Banks and the Borrower of the occurrence of such event; and 8.9.2 6.8.2 the rate of interest on the relevant Drawing each Bank’s Commitment for that Interest Period shall be the rate per annum which is the sum of: (a) the Margin; and (b) the rate notified to the Agent by that Bank as soon as practicable, and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to the Lender that Bank of funding the relevant Drawing its Commitment from whatever source it may reasonably select; and (c) the Mandatory Cost, if any, PROVIDED THAT if the resulting rate of interest on any Commitment is not acceptable to the Borrower: 8.9.3 6.8.3 the Lender Agent on behalf of the Banks will negotiate with the Borrower in good faith with a view to modifying this Agreement to provide a substitute basis for determining the rate of interest which is financially a substantial equivalent to the basis provided for in this Agreement; 8.9.4 6.8.4 any substitute basis agreed pursuant to Clause 8.9.3 6.8.3 shall be binding on all the parties to this AgreementAgreement and shall apply to all Commitments; and 8.9.5 6.8.5 if, within thirty (30) days of the giving of the notice referred to in Clause 8.9.16.8.1, the Borrower and the Lender Agent fail to agree in writing on a substitute basis for determining the rate of interest in respect of the relevant Drawing, the Lender shall cease to be obliged to advance that Drawing, but, if it has already been advancedinterest, the Borrower will immediately prepay itthe relevant Commitment, together with any Break Costs, and the Maximum Amount remaining Repayment Instalments shall be reduced by the amount of that Drawingpro rata.