Common use of Market disruption; non-availability Clause in Contracts

Market disruption; non-availability. 3.6.1 If and whenever, at any time prior to the commencement of any Interest Period: (a) the Agent shall have determined (which determination shall, in the absence of manifest error, be conclusive) that adequate and fair means do not exist for ascertaining LIBOR during such Interest Period; or (b) the Agent shall have received notification from Banks with Contributions aggregating not less than one-third (1/3rd) of the Loan (or, prior to the Drawdown Date of the first Advance to be drawn down, from Banks with Commitments aggregating not less than one-third (1/3rd) of the Total Commitment), that deposits in Dollars are not available to such Banks in the London Interbank Market in the ordinary course of business in sufficient amounts to fund the Loan or part thereof or their Contributions for such Interest Period; or (c) that the cost to such Banks of obtaining such deposits exceeds LIBOR, the Agent shall forthwith give notice (a “Determination Notice”) thereof to the Borrowers and to each of the Banks and the Swap Provider. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. After the giving of any Determination Notice the undrawn amount of the Total Commitment shall not be borrowed until notice to the contrary is given to the Borrowers by the Agent. 3.6.2 During the period of ten (10) days after any Determination Notice has been given by the Agent under clause 3.6.1, each Bank shall certify an alternative basis (the “Alternative Basis”) for maintaining its Contribution. The Alternative Basis may at the relevant Bank’s sole and unfettered discretion include (without limitation) alternative interest periods, alternative currencies or alternative rates of interest but shall include a margin above the cost of funds to such Bank equivalent to the Margin. The Agent shall calculate the arithmetic mean of each Alternative Basis provided by the relevant Banks (the “Substitute Basis”) and certify the same to the Borrowers, the Banks and the Swap Provider. The Substitute Basis so certified shall be binding upon the Borrowers, and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Agent notifies the Borrowers that none of the circumstances specified in clause 3.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall apply.

Market disruption; non-availability. 3.6.1 (A) If and whenever, at any time prior to the commencement of an Interest Period in respect of any Interest Period:Advance:- (ai) the Facility Agent shall have determined (which determination shall, in the absence of manifest error, be conclusive) that adequate and fair means do not exist for ascertaining LIBOR during such Interest Period; (ii) where applicable, none of the Reference Banks supplies the Facility Agent with a quotation for the purpose of calculating LIBOR; or (biii) the Facility Agent shall have received notification from Banks with Contributions aggregating not less than one-third (1/3rd) of the Loan (or, prior to the Drawdown Date of the first Advance to be drawn down, from Banks with Commitments aggregating not less than one-third (1/3rd) of the Total Commitment), any Lender that deposits in Dollars are not available to such Banks Lender in the London Interbank Eurocurrency Market in the ordinary course of business in sufficient amounts to fund the Loan or part thereof or their Contributions for its Contribution to such Advance during such Interest Period; Period or (c) , where applicable, that the arithmetic mean of the quotations for LIBOR supplied by the Reference Banks does not accurately reflect the cost to such Banks Lender of obtaining such deposits exceeds LIBOR, during such Interest Period the Facility Agent shall forthwith give notice (a “Determination Notice”) thereof to the Borrowers Borrower and to each of the Banks and the Swap ProviderLenders and, if such Determination Notice is given in respect of an Advance prior to its drawdown hereunder, such Advance shall not be made. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. . (B) After the giving of any Determination Notice the undrawn amount of the Total Commitment shall not no further Advances may be borrowed until notice to the contrary is given to the Borrowers Borrower by the Facility Agent. 3.6.2 (C) During the period of ten twenty (1020) days after following the giving of any Determination Notice has been given by Notice, the Borrower, the Facility Agent under clause 3.6.1and the Lenders shall negotiate in good faith in order to arrive at a mutually acceptable substitute basis for each Lender to continue its Contribution to the Advance and, each Bank if within such twenty (20) day period the Borrower, the Facility Agent and the Lenders shall certify agree in writing upon such an alternative basis (the “Alternative Basis”) for maintaining its Contribution. The Alternative Basis may at the relevant Bank’s sole and unfettered discretion include (without limitation) alternative interest periods, alternative currencies or alternative rates of interest but shall include a margin above the cost of funds to such Bank equivalent to the Margin. The Agent shall calculate the arithmetic mean of each Alternative Basis provided by the relevant Banks (the “Substitute Basis”) the Substitute Basis shall be retroactive to and certify effective from the same first day of the relevant Interest Period. (D) If the Borrower, the Facility Agent and the Lenders fail to agree on a Substitute Basis within such twenty (20) day period, the Borrower shall pay interest on the Advance to each Lender at the rate certified by each such Lender and notified through the Facility Agent to the Borrowers, Borrower as being a reasonable interest rate reflecting the Banks and cost to such Lender of funding its Contribution to such Advance during the Swap Provider. The Substitute Basis so certified shall be binding upon the Borrowers, and shall take effect in accordance with its terms period from the date specified of the relevant Determination Notice, plus the Applicable Margin, and such rate plus the Applicable Margin shall be the Substitute Basis. (E) So long as any Substitute Basis is in force, the Determination Notice until Facility Agent shall from time to time (but at least monthly) and in consultation with the Lenders review whether or not the circumstances are such time that such Substitute Basis is no longer necessary and, if the Facility Agent so determines it shall notify the Borrower and the Lenders that the Substitute Basis shall cease to be effective from such date as the Facility Agent notifies the Borrowers that none of the circumstances specified in clause 3.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall applyreasonably specify.

Market disruption; non-availability. 3.6.1 (A) If and whenever, at any time prior to the commencement making of any Interest Period:an Advance:- (ai) the Agent shall have determined (which determination shall, in the absence of manifest error, be conclusive) that adequate and fair means do not exist for ascertaining LIBOR during such Interest Periodthe Term of that Advance; (ii) where applicable, none of the Reference Banks supplies the Agent with a quotation for the purpose of calculating LIBOR; or (biii) the Agent shall have received notification from Banks with Contributions aggregating not less than one-third (1/3rd) half of the Loan total of the Contributions (or, prior to the Drawdown Date of the first if no Advance to be drawn downhas been made, from Banks with Commitments aggregating not less than one-third (1/3rd) half of the Total Commitment), Commitments of all the Banks) that deposits in Dollars are not available to such Banks in the London Interbank Market in the ordinary course of business in sufficient amounts to fund the Loan or part thereof or their Contributions to such Advance or, where applicable, that the arithmetic mean of the quotations for such Interest Period; or (c) that LIBOR supplied by the Reference Banks does not accurately reflect the cost to such Banks of obtaining such deposits exceeds LIBORdeposits, the Agent shall forthwith give notice (a “Determination Notice”"DETERMINATION NOTICE") thereof to the Borrowers and to each of the Banks and the Swap Providersuch Advance shall not be made. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. . (B) After the giving of any Determination Notice the undrawn amount of the Total Commitment shall not no further Advances may be borrowed until notice to the contrary is given to the Borrowers by the Agent. 3.6.2 (C) During the period of ten twenty (1020) days after following the giving of any Determination Notice has been given by Notice, the Borrowers and the Agent under clause 3.6.1, in consultation with the Banks shall negotiate in good faith in order to arrive at a mutually acceptable substitute basis for each Bank to continue its Contribution to any further Advances and, if within such twenty (20) day period the Borrowers and the Agent (in consultation as aforesaid) shall certify agree in writing upon such an alternative basis (the “Alternative Basis”"SUBSTITUTE BASIS"), the Substitute Basis shall be retroactive to and effective from the first day of the relevant Term. (D) for maintaining its Contribution. The Alternative If the Borrowers and the Agent (in consultation with the Banks) fail to agree on a Substitute Basis may within such twenty (20) day period, the Borrowers shall pay interest on the Advances to each Bank at the relevant Bank’s sole rate certified by each such Bank and unfettered discretion include (without limitation) alternative notified through the Agent to the Borrowers as being a reasonable interest periods, alternative currencies or alternative rates of interest but shall include a margin above rate reflecting the cost of funds to such Bank equivalent of funding its Contribution to such Advances during the Margin. The Agent shall calculate the arithmetic mean of each Alternative Basis provided by the relevant Banks (the “Substitute Basis”) and certify the same to the Borrowers, the Banks and the Swap Provider. The Substitute Basis so certified shall be binding upon the Borrowers, and shall take effect in accordance with its terms period from the date specified of the relevant Determination Notice, plus the Margin and such rate plus the Margin shall be the Substitute Basis. (E) So long as any Substitute Basis is in force, the Determination Notice until Agent shall from time to time (but at least monthly) and in consultation with the Banks review whether or not the circumstances are such time that such Substitute Basis is no longer necessary and, if the Agent so determines, it shall notify the Borrowers and the Banks that the Substitute Basis shall cease to be effective from such date as the Agent notifies the Borrowers that none of the circumstances specified in clause 3.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall applyreasonably specify.

Market disruption; non-availability. 3.6.1 5.5.1 If and whenever, at any time prior to the commencement of any Interest Period: (a) , the Agent shall have determined (which determination shall, in the absence of manifest error, be conclusive) that that: (a) adequate and fair means do not exist for ascertaining LIBOR during for such Interest Period; or (b) the Agent shall have received notification from Banks with Contributions aggregating not less than one-third (1/3rd) of the Loan (or, prior to the Drawdown Date of the first Advance to be drawn down, from Banks with Commitments aggregating not less than one-third (1/3rd) of the Total Commitment), that deposits in Dollars are not available to such Banks the Lenders in the London Interbank Market in the ordinary course of business in sufficient amounts to fund the Loan or part thereof or their Contributions for such Interest Period; or (c) Period or that LIBOR does not accurately reflect the cost to such Banks the Lenders of obtaining such deposits exceeds LIBORdeposits, the Agent shall forthwith give notice (a “Determination Notice”) thereof to the Borrowers and to each of the Banks and the Swap ProviderBorrower. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. After the giving of any Determination Notice the undrawn amount of the Total Commitment shall not be borrowed until notice to the contrary is given to the Borrowers Borrower by the Agent. 3.6.2 5.5.2 During the period of ten (10) 15 days after any Determination Notice has been given by the Agent Lender under clause 3.6.15.5.1, each Bank the Borrower shall certify enter into negotiations with a view to agreeing an alternative basis (the “Alternative Substitute Basis”) for making available or, as the case may be, maintaining its Contributionthe Loan. The Alternative Substitute Basis may at the relevant Bank’s sole and unfettered discretion include (without limitation) include alternative interest periods, alternative currencies or alternative rates of interest but shall include a margin above the cost of funds reasonably available to such Bank the Lenders equivalent to the Margin. The Agent shall calculate the arithmetic mean of each Alternative Basis provided by the relevant Banks (the “Substitute Basis”) and certify the same to the Borrowers, the Banks and the Swap Provider. The Substitute Basis so certified shall be binding upon the Borrowers, Borrower and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Agent notifies the Borrowers Borrower that none of the circumstances specified in clause 3.6.1 5.5.1 continues to exist (which the Agent shall do promptly upon any determination by the Agent that none of such circumstances continues to exist) whereupon the normal interest rate fixing provisions of this Agreement shall apply. 5.5.3 In the event that the Borrower and the Agent are unable to agree upon the Substitute Basis pursuant to the procedure set out in clause 5.5.2, the Substitute Basis shall be such alternative basis as the Agent shall certify, acting reasonably.

Market disruption; non-availability. 3.6.1 5.6.1 If and whenever, at any time prior to the commencement of any Interest Period: (a) (at a time when Reference Bank quotations are required having regard to the definition of “LIBOR” in clause 1.2) the Bank Agent shall have determined determined, after consultation with the Reference Banks (which determination shall, in the absence of manifest error, be conclusive) ), that adequate and fair means do not exist for ascertaining LIBOR during such Interest PeriodPeriod in accordance with any of the methods of determining LIBOR set out in paragraphs (a) and (b) of the definition of “LIBOR”; or (b) none or only one of the Reference Banks supplies the Bank Agent with a quotation for the purpose of calculating LIBOR (where such a quotation is required having regard to paragraph (b) of the definition of “LIBOR” in clause 1.2); or (c) the Bank Agent shall have received notification from Banks with Contributions relating to the relevant Loan aggregating not less than one-third (1/3rd) one half of the that Loan (or, prior to the Drawdown Date of for the first First Advance relating to be drawn downthe relevant Facility, from Banks with Commitments relating to that Facility aggregating not less than one-third (1/3rd) one half of the Total Commitment), Commitments relating to that Facility) that deposits in Dollars are not available to such Banks in the London Interbank Market in the ordinary course of business in sufficient amounts to fund the Loan or part thereof or their Contributions to that Loan for such Interest Period; or (c) that the cost to such Banks of obtaining such deposits exceeds LIBOR, the Bank Agent shall forthwith give notice (a “Determination Notice”) thereof to the Borrowers Borrower and to each of the Banks and the Swap ProviderBanks. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. After the giving of any If a Determination Notice is given in relation to a Facility at any time during the Availability Period of that Facility the undrawn amount of the Total Commitment of that Facility shall not be borrowed until notice to the contrary is given to the Borrowers Borrower by the AgentBank Agent but Interest Advances will continue to be deemed to be made in respect of that Facility pursuant (and subject) to clause 4.2. 3.6.2 5.6.2 During the period of ten (10) days after any Determination Notice has been given by the Bank Agent under clause 3.6.15.6.1, each Bank shall certify an alternative basis (the “Alternative Substitute Basis”) for making available or, as the case may be, maintaining its ContributionContribution to the relevant Facility. The Alternative Substitute Basis may at the relevant Bank’s sole and unfettered discretion include (without limitation) include alternative interest periods, alternative currencies periods or alternative rates of interest but shall include a margin above the cost of funds to such Bank (as such cost of funds is determined in accordance with the provisions of clauses 5.3.2 and/or 5.3.3 above) equivalent to the Margin. The Agent shall calculate Margin and Mandatory Cost (if any) applicable to that Bank’s Contribution to that Facility and, with the arithmetic mean agreement of each Alternative Basis provided by the relevant Banks (the “Substitute Basis”) and certify the same to the BorrowersBorrower, the Banks and the Swap ProviderSubstitute Basis may include an alternative currency or currencies. The Each Substitute Basis so certified shall be binding upon the Borrowers, Borrower and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Bank Agent notifies the Borrowers Borrower that none of the circumstances specified in clause 3.6.1 5.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall apply.

Market disruption; non-availability. 3.6.1 6.6.1 If and whenever, at any time prior to the commencement making of any Interest Periodan Advance: (a) (at any time when Reference Bank quotations are required having regard to the definition of "LIBOR" and "EURIBOR" in clause 1.2) the Agent shall have determined by reason of circumstances affecting the London or Euro-Zone Interbank market, after consultation with the relevant Reference Banks (which determination shall, in the absence of manifest error, be conclusive) ), that adequate and fair means do not exist for ascertaining LIBOR during such Interest Periodor EURIBOR (as appropriate) for the relevant Term or if none of the relevant Reference Banks supplies the Agent with a quotation for the purpose of calculating LIBOR or EURIBOR (as appropriate); or (b) the Agent shall have received notification from either (i) in the case of a WC Advance, the Working Capital Bank or (ii) in the case of an RC Advance, Banks with Contributions in respect of the Revolving Credit Facility aggregating not less than one-third (1/3rd) of the Loan Total Outstandings in respect of the Revolving Credit Facility (or, prior to the Drawdown Date first Utilisation Date, Commitments in respect of the first Advance to be drawn down, from Banks with Commitments Revolving Credit Facility aggregating not less than one-third (1/3rd) of the Total CommitmentCommitments), that matching deposits in Dollars the relevant currency are not available on the relevant rate fixing date to the Working Capital Bank or such Banks (as the case may be) in the London Interbank Market or euro-zone Interbank Market (as the case may be) in the ordinary course of business in sufficient amounts to fund the Loan amount which they have or part thereof are to subscribe in relation to such Advance or their Contributions for such Interest Period; or that LIBOR or EURIBOR (cas appropriate) that does not accurately reflect the cost to the Working Capital Bank or such Banks (as the case may be) of obtaining such deposits exceeds LIBORdeposits, the Agent shall forthwith give notice (a “Determination Notice”"DETERMINATION NOTICE") thereof to the Borrowers Original Borrower and to each of the Banks or the Working Capital Bank (as the case may be) and the Swap Providersuch Advance shall not be made. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. . 6.6.2 After the giving of any Determination Notice the undrawn amount of the Total Commitment Commitments in respect of the Revolving Credit Facility or the Working Capital Facility (other than by way of Bank Guarantees) shall not be borrowed drawn until notice the circumstances giving rise to the contrary is given to the Borrowers by the Agent. 3.6.2 During the period issue of ten (10) days after any Determination Notice has been given by the Agent under clause 3.6.1, each Bank shall certify an alternative basis (the “Alternative Basis”) for maintaining its Contribution. The Alternative Basis may at the relevant Bank’s sole and unfettered discretion include (without limitation) alternative interest periods, alternative currencies or alternative rates of interest but shall include a margin above the cost of funds to such Bank equivalent to the Margin. The Agent shall calculate the arithmetic mean of each Alternative Basis provided by the relevant Banks (the “Substitute Basis”) and certify the same to the Borrowers, the Banks and the Swap Provider. The Substitute Basis so certified shall be binding upon the Borrowers, and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Agent notifies the Borrowers that none of the circumstances specified in clause 3.6.1 have ceased. 6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall apply.

Market disruption; non-availability. 3.6.1 If and whenever, at any time prior to the commencement of any Interest Period: (a) the Agent shall have determined (which determination shall, in the absence of manifest error, be conclusive) that adequate and fair means do not exist for ascertaining LIBOR during such Interest Period; or (b) none or only one of the Banks supplies the Agent with a quotation for the purposes of calculating LIBOR (where such a quotation is required having regard to paragraph (b) of the definition of "LIBOR" in clause 1.2); or (c) the Agent shall have received notification from Banks with Contributions aggregating not less than one-third (1/3rd1/3) of the Loan (or, prior to the Drawdown Date of the first Advance to be drawn down, down from Banks with Commitments aggregating not less than one-third (1/3rd1/3) of the Total Commitment), that deposits in Dollars are not available to such Banks in the London Interbank Market in the ordinary course of business in sufficient amounts to fund the Loan or part thereof or their Contributions for such Interest Period; or (c) , or that LIBOR does not accurately reflect the cost to such Banks of obtaining such deposits exceeds LIBORdeposits, the Agent shall forthwith give notice (a “"Determination Notice”") thereof to the Borrowers and to each of the Banks and the Swap ProviderBanks. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. After the giving of any Determination Notice the undrawn amount of the Total Commitment shall not be borrowed until notice to the contrary is given to the Borrowers by the Agent. 3.6.2 During the period of ten (10) days after any Determination Notice has been given by the Agent under clause 3.6.1, each Bank shall certify an alternative basis (the “"Alternative Basis”") for maintaining its Contribution. The Alternative Basis may at the relevant Bank’s 's sole and unfettered discretion include (without limitation) alternative interest periods, alternative currencies or alternative rates of interest but shall include a margin above the cost of funds to such Bank equivalent to the Margin. The Agent shall calculate the arithmetic mean of each the Alternative Basis Bases provided by the relevant Banks (the “"Substitute Basis”") and certify the same to the Borrowers, the Banks and the Swap ProviderProviders. The Substitute Basis so certified shall be binding upon the Borrowers, and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Agent notifies the Borrowers that none of the circumstances specified in clause 3.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall apply.

Market disruption; non-availability. 3.6.1 (a) If and whenever, at any time prior to the commencement of any Interest Period: (ai) the Agent shall have determined (which determination shall, in the absence of manifest error, be conclusive) ), that adequate and fair means do not exist for ascertaining LIBOR during such Interest Period; or (bii) none or only one of the Reference Banks supplies the Agent with a quotation for calculating LIBOR; or (iii) the Agent shall have received notification from Banks with Contributions aggregating not less than one-third (1/3rd) of the Loan (or, prior to the Drawdown Date of the first Advance to be drawn down, from Banks with Commitments aggregating not less than one-third (1/3rd) of the Total Commitment), that deposits in Dollars Sterling are not available to such Banks in the London Interbank Market in the ordinary course of business in sufficient amounts to fund their contributions to the Loan or part thereof or their Contributions relevant Advance for such Interest Period; or (c) Period or that LIBOR does not accurately reflect the cost to such Banks of obtaining such deposits exceeds LIBOR, deposits; the Agent shall forthwith give notice (a “Determination Notice”"DETERMINATION NOTICE") thereof to the Borrowers Borrower and to each of the Banks and the Swap ProviderBanks. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. After the giving of any Determination Notice the undrawn amount of the Total Commitment Commitments of all of the Banks shall not be borrowed until notice to the contrary is given to the Borrowers Borrower by the Agent. 3.6.2 (b) During the period of ten (10) 10 days after any Determination Notice has been given by the Agent under clause 3.6.15.8(a), (i) if the Borrower so requires, the Borrower and the Agent and each affected Bank shall certify an alternative enter into negotiations with a view to agreeing a substitute basis (for determining the “Alternative Basis”) for maintaining its Contribution. The Alternative Basis may at the relevant Bank’s sole and unfettered discretion include (without limitation) alternative interest periods, alternative currencies or alternative rates of interest but shall include a margin above the cost of funds from time to such Bank equivalent time applicable to the Margin. The Agent shall calculate the arithmetic mean of each Alternative Basis provided by the relevant Banks (the “Substitute Basis”) Advances thereafter and certify the same to the Borrowers, the Banks and the Swap Provider. The Substitute Basis so certified shall be binding upon the Borrowers, and any such substitute basis that is agreed shall take effect in accordance with its terms from terms; and (ii) if no substitute basis has been agreed between the date specified in the Determination Notice until such time as Borrower, the Agent notifies and each affected Bank pursuant to paragraph (i) above, each affected Bank shall certify a substitute basis for funding its contribution to the Borrowers that none of the circumstances specified in clause 3.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall apply.relevant Advance. Such substitute basis may (without limitation) include

Market disruption; non-availability. 3.6.1 If and whenever, at any time prior to the commencement of any Interest Period: (a) the Agent shall have determined (which determination shall, in the absence of manifest error, be conclusive) that adequate and fair means do not exist for ascertaining LIBOR during such Interest Period; or (b) the Reference Bank does not supply the Agent with a quotation for the purposes of calculating LIBOR (where such a quotation is required having regard to paragraph (b) of the definition of "LIBOR" in clause 1.2); or (c) the Agent shall have received notification from Banks with whose aggregate Contributions aggregating are not less than one-third (1/3rd) of the Loan or (or, prior to the Drawdown Date of the first Advance to be drawn down, from Banks with whose aggregate Commitments aggregating are not less than one-third (1/3rd) of the Total Commitment), that deposits in Dollars are not available to such Banks in the London Interbank Market in the ordinary course of business in sufficient amounts to fund the Loan or part thereof or their Contributions for such Interest Period; or (c) Period or that LIBOR does not accurately reflect the cost to such Banks of obtaining such deposits exceeds LIBORdeposits, the Agent shall forthwith give notice (a “"Determination Notice”") thereof to the Borrowers Borrower and to each of the Banks and the Swap Provider. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. After the giving of any Determination Notice the undrawn amount of the Total Commitment shall not be borrowed until notice to the contrary is given to the Borrowers Borrower by the Agent. 3.6.2 During the period of ten (10) days after any Determination Notice has been given by the Agent under clause 3.6.1, each Bank shall certify an alternative basis (the “"Alternative Basis”") for funding its Commitment and/or for maintaining its Contribution. The Alternative Basis may at the relevant Bank’s 's sole and unfettered discretion include (without limitation) include alternative interest periods, alternative currencies or alternative rates of interest but shall include a margin above the cost of funds to such Bank (including Mandatory Cost, if any) equivalent to the Margin. The Agent shall calculate the arithmetic mean of each the Alternative Basis Bases provided by the relevant Banks (the “"Substitute Basis”") and certify the same to the BorrowersBorrower, the Banks and the Swap Provider. The Substitute Basis so certified shall be binding upon the Borrowers, Borrower and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Agent notifies the Borrowers Borrower that none of the circumstances specified in clause 3.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall apply.

Market disruption; non-availability. 3.6.1 If and whenever, at any time prior to the commencement of any Interest Period: (a) the Agent shall have determined (which determination shall, in the absence of manifest errorerror or gross negligence, be conclusive) that adequate and fair means do not exist for ascertaining LIBOR during such Interest Period; or (b) the Reference Bank does not supply the Agent with a quotation for the purposes of calculating LIBOR (where such a quotation is required having regard to paragraph (b) of the definition of “LIBOR” in clause 1.2); or (c) the Agent shall have received notification from Banks with Contributions aggregating not less than one-third (1/3rd( 1⁄3rd) of the Loan (or, prior to the Drawdown Date of the first Advance to be drawn down, down from Banks with Commitments aggregating not less than one-third (1/3rd( 1⁄3rd) of the Total Commitment), that deposits in Dollars are not available to such Banks in the London Interbank Market in the ordinary course of business in sufficient amounts to fund the Loan or part thereof or their Contributions for such Interest Period; or (c) Period or that LIBOR does not accurately reflect the cost to such Banks of obtaining such deposits exceeds LIBORdeposits, the Agent shall forthwith give notice (a “Determination Notice”) thereof to the Borrowers and to each of the Banks and the Swap ProviderBanks. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. After the giving of any Determination Notice the undrawn amount of the Total Commitment shall not be borrowed until notice to the contrary is given to the Borrowers by the Agent. 3.6.2 During the period of ten (10) days after any Determination Notice has been given by the Agent under clause 3.6.1, each Bank shall certify an alternative basis (the “Alternative Basis”) for maintaining its Contribution. The Alternative Basis may at the relevant Bank’s sole and unfettered discretion include (without limitation) alternative interest periods, alternative currencies or alternative rates of interest but shall include a margin above the cost of funds to such Bank equivalent to the Margin. The Agent shall calculate the arithmetic mean of each the Alternative Basis Bases provided by the relevant Banks (the “Substitute Basis”) and certify the same to the Borrowers, the Banks Borrowers and the Swap ProviderBanks. The Substitute Basis so certified shall be binding upon the Borrowers, and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Agent notifies the Borrowers that none of the circumstances specified in clause 3.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall apply. If the Borrowers do not agree with the Substitute Basis, they are entitled to prepay the Loan in full in accordance with clause 4.2 and the provisions of clauses 4.4 and 4.5 shall apply to any such prepayment.

Market disruption; non-availability. 3.6.1 If and whenever, at any time prior to the commencement of any Interest Period: (a) the Agent shall have determined (which determination shall, in the absence of manifest error, be conclusive) that adequate and fair means do not exist for ascertaining LIBOR during such Interest Period; or (b) none or only one of the Banks supplies the Agent with a quotation for the purposes of calculating LIBOR (where such a quotation is required having regard to paragraph (b) of the definition of "LIBOR" in clause 1.2); or (c) the Agent shall have received notification from Banks with Contributions aggregating not less than one-third (1/3rd) of the Loan (or, prior to the Drawdown Date of the first Advance to be drawn down, down from Banks with Commitments aggregating not less than one-third (1/3rd) of the Total Commitment), that deposits in Dollars are not available to such Banks in the London Interbank Market in the ordinary course of business in sufficient amounts to fund the Loan or part thereof or their Contributions for such Interest Period; or (c) that the cost to such Banks of obtaining such deposits exceeds LIBOR, the Agent shall forthwith give notice (a “"Determination Notice”") thereof to the Borrowers and to each of the Banks and the Swap ProviderBanks. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. After the giving of any Determination Notice the undrawn amount of the Total Commitment shall not be borrowed until notice to the contrary is given to the Borrowers by the Agent. 3.6.2 During the period of ten (10) days after any Determination Notice has been given by the Agent under clause 3.6.1, each Bank shall certify an alternative basis (the “"Alternative Basis”") for maintaining its Contribution. The Alternative Basis may at the relevant Bank’s 's sole and unfettered discretion include (without limitation) alternative interest periods, alternative currencies or alternative rates of interest but shall include a margin above the cost of funds to such Bank equivalent to the Margin. The Agent shall calculate the arithmetic mean of each the Alternative Basis Bases provided by the relevant Banks (the “"Substitute Basis”") and certify the same to the Borrowers, the Banks and the Swap ProviderProviders. The Substitute Basis so certified shall be binding upon the Borrowers, and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Agent notifies the Borrowers that none of the circumstances specified in clause 3.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall apply.

Market disruption; non-availability. 3.6.1 (A) If and whenever, at any time prior to the commencement making of any Interest Period:an Advance:- (ai) the Agent shall have determined (which determination shall, in the absence of manifest error, be conclusive) that adequate and fair means do not exist for ascertaining LIBOR during such Interest Periodthe Term of that Advance; (ii) where applicable, none of the Reference Banks supplies the Agent with a quotation for the purpose of calculating LIBOR; or (biii) the Agent shall have received notification from Banks with Contributions aggregating not less than one-third (1/3rd) of the Loan (or, prior to the Drawdown Date of the first Advance to be drawn down, from Banks with Commitments aggregating not less than one-third (1/3rd) half of the Total Commitment)total of the Commitments (or, if no Advance has been made, Commitments aggregating not less than one-half of the Commitments of all the Banks) that deposits in Dollars are not available to such Banks in the London Interbank Market in the ordinary course of business in sufficient amounts to fund the Loan or part thereof or their Contributions to such Advance or, where applicable, that the arithmetic mean of the quotations for such Interest Period; or (c) that LIBOR supplied by the Reference Banks does not accurately reflect the cost to such Banks of obtaining such deposits exceeds LIBORdeposits, the Agent shall forthwith give notice (a “Determination Notice”"DETERMINATION NOTICE") thereof to the Borrowers Borrower and to each of the Banks and the Swap Providersuch Advance shall not be made. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. . (B) After the giving of any Determination Notice the undrawn amount of the Total Commitment shall not no further Advances may be borrowed until notice to the contrary is given to the Borrowers Borrower by the Agent. 3.6.2 (C) During the period of ten twenty (1020) days after following the giving of any Determination Notice has been given by Notice, the Borrower and the Agent under clause 3.6.1, in consultation with the Banks shall negotiate in good faith in order to arrive at a mutually acceptable substitute basis for each Bank to continue its Contribution to any further Advances and, if within such twenty (20) day period the Borrower and the Agent (in consultation as aforesaid) shall certify agree in writing upon such an alternative basis (the “Alternative Basis”"SUBSTITUTE BASIS") for maintaining its Contribution. The Alternative the Substitute Basis may shall be retroactive to and effective from the first day of the relevant Term. (D) If the Borrower and the Agent (in consultation with the Banks) fail to agree on a Substitute Basis within such twenty (20) day period, the Borrower shall pay interest on the Advances to each Bank at the relevant Bank’s sole rate certified by each such Bank and unfettered discretion include (without limitation) alternative notified through the Agent to the Borrower as being a reasonable interest periods, alternative currencies or alternative rates of interest but shall include a margin above rate reflecting the cost of funds to such Bank equivalent of funding its Contribution to such Advances during the Margin. The Agent shall calculate the arithmetic mean of each Alternative Basis provided by the relevant Banks (the “Substitute Basis”) and certify the same to the Borrowers, the Banks and the Swap Provider. The Substitute Basis so certified shall be binding upon the Borrowers, and shall take effect in accordance with its terms period from the date specified of the relevant Determination Notice, plus the Margin and such rate plus the Margin shall be the Substitute Basis. (E) So long as any Substitute Basis is in force, the Determination Notice until Agent shall from time to time (but at least monthly) and in consultation with the Banks review whether or not the circumstances are such time that such Substitute Basis is no longer necessary and, if the Agent so determines it shall notify the Borrower and the Banks that the Substitute Basis shall cease to be effective from such date as the Agent notifies the Borrowers that none of the circumstances specified in clause 3.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall applyreasonably specify.

Market disruption; non-availability. 3.6.1 5.6.1 If and whenever, at any time prior to the commencement of any Interest Period: (a) (at a time when Reference Bank quotations are required having regard to the definition of “LIBOR” in clause 1.2) the Facility Agent shall have determined determined, after consultation with the Reference Banks (which determination shall, in the absence of manifest error, be conclusive) ), that adequate and fair means do not exist for ascertaining LIBOR during such Interest PeriodPeriod in accordance with any of the methods of determining LIBOR set out in paragraphs (a) and (b) of the definition of “LIBOR”; or (b) none or only one of the Reference Banks supplies the Facility Agent with a quotation for the purpose of calculating LIBOR (where such a quotation is required having regard to paragraph (b) of the definition of “LIBOR” in clause 1.2); or (c) the Facility Agent shall have received notification from Banks Lenders with Contributions relating to the relevant Loan aggregating not less than one-third (1/3rd) one half of the that Loan (or, prior to the Drawdown Date of for the first First Advance relating to be drawn downthe relevant Facility, from Banks with Commitments relating to that Facility aggregating not less than one-third (1/3rd) one half of the Total Commitment), Commitments relating to that Facility) that deposits in Dollars are not available to such Banks Lenders in the London Interbank Market in the ordinary course of business in sufficient amounts to fund the Loan or part thereof or their Contributions to that Loan for such Interest Period; or (c) that the cost to such Banks of obtaining such deposits exceeds LIBOR, the Facility Agent shall forthwith give notice (a “Determination Notice”) thereof to the Borrowers Borrower and to each of the Banks and the Swap ProviderLenders. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. After the giving of any If a Determination Notice is given in relation to a Facility at any time during the Availability Period of that Facility the undrawn amount of the Total Commitment of that Facility shall not be borrowed until notice to the contrary is given to the Borrowers Borrower by the AgentFacility Agent but Interest Advances will continue to be deemed to be made in respect of that Facility pursuant (and subject) to clause 4.2. 3.6.2 5.6.2 During the period of ten (10) days after any Determination Notice has been given by the Facility Agent under clause 3.6.15.6.1, each Bank Lender shall certify an alternative basis (the “Alternative Substitute Basis”) for making available or, as the case may be, maintaining its ContributionContribution to the relevant Facility. The Alternative Substitute Basis may at the relevant Bank’s sole and unfettered discretion include (without limitation) include alternative interest periods, alternative currencies periods or alternative rates of interest but shall include a margin above the cost of funds to such Bank Lender (as such cost of funds is determined in accordance with the provisions of clauses 5.3.2 and/or 5.3.3 above) equivalent to the Margin. The Agent shall calculate Margin and Mandatory Cost (if any) applicable to that Lender’s Contribution to that Facility and, with the arithmetic mean agreement of each Alternative Basis provided by the relevant Banks (the “Substitute Basis”) and certify the same to the BorrowersBorrower, the Banks and the Swap ProviderSubstitute Basis may include an alternative currency or currencies. The Each Substitute Basis so certified shall be binding upon the Borrowers, Borrower and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Facility Agent notifies the Borrowers Borrower that none of the circumstances specified in clause 3.6.1 5.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall apply.

Market disruption; non-availability. 3.6.1 (a) If and whenever, at any time prior to the commencement of any Interest Period: (ai) the Agent shall have determined (which determination shall, in the absence of manifest error, be conclusive) ), that adequate and fair means do not exist for ascertaining LIBOR during such Interest Period; or (bii) (if LIBOR is to be calculated by reference to quotes of the Reference Banks) none or only one of the Reference Banks supplies the Agent with a quotation for calculating LIBOR; or (iii) the Agent shall have received notification from Banks with Contributions aggregating not less than one-third (1/3rd) of the Loan (or, prior to the Drawdown Date of the first Advance to be drawn down, from Banks with Commitments aggregating not less than one-third (1/3rd) of the Total Commitment), that deposits in Dollars Sterling are not available to such Banks in the London Interbank Market in the ordinary course of business in sufficient amounts to fund their contributions to the Loan or part thereof or their Contributions relevant Advance for such Interest Period; or (c) Period or that LIBOR does not accurately reflect the cost to such Banks of obtaining such deposits exceeds LIBOR, deposits; the Agent shall forthwith give notice (a “"Determination Notice”") thereof to the Borrowers Borrower and to each of the Banks and the Swap ProviderBanks. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. After the giving of any Determination Notice the undrawn amount of the Total Commitment Commitments of all of the Banks shall not be borrowed until notice to the contrary is given to the Borrowers Borrower by the Agent. 3.6.2 (b) During the period of ten (10) 10 days after any Determination Notice has been given by the Agent under clause 3.6.15.8(a), (i) if the Borrower so requires, the Borrower and the Agent and each affected Bank shall enter into negotiations with a view to agreeing a substitute basis for determining the rates of interest from time to time applicable to the Advances thereafter and any such substitute basis that is agreed shall take effect in accordance with its terms; and (ii) if no substitute basis has been agreed between the Borrower, the Agent and each affected Bank pursuant to sub-paragraph (i) above, each affected Bank shall certify an alternative a substitute basis (the “Alternative Basis”) for maintaining funding its Contribution. The Alternative Basis may at contribution to the relevant Bank’s sole and unfettered discretion include Advance. Such substitute basis may (without limitation) include alternative interest periods, alternative currencies or alternative rates of interest but shall include a margin above the cost of funds including Additional Cost, if any, to such Bank equivalent to the Margin. The Agent shall calculate the arithmetic mean of each Alternative Basis provided by Margin for the relevant Banks Interest Period determined in accordance with clauses 5.2 and 5.3 (the “Substitute Basis”as applicable). Each substitute basis so agreed in accordance with (i) and certify the same to the Borrowersor, the Banks and the Swap Provider. The Substitute Basis so failing such agreement, certified in accordance with (ii) shall be binding upon the BorrowersBorrower, the Agent and (in the case of (i)) each Bank and (in the case of (ii)) each affected Bank and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Agent notifies the Borrowers that none of the circumstances specified in clause 3.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall applyNotice.

Market disruption; non-availability. 3.6.1 (a) If and whenever, at any time prior to the commencement of any Interest Period: (ai) the Agent shall have determined (which determination shall, in the absence of manifest error, be conclusive) ), that adequate and fair means do not exist for ascertaining LIBOR during such Interest Period; or (bii) none or only one of the Reference Banks supplies the Agent with a quotation for calculating LIBOR; or (iii) the Agent shall have received notification from Banks with Contributions aggregating not less than one-third (1/3rd) of the Loan (or, prior to the Drawdown Date of the first Advance to be drawn down, from Banks with Commitments aggregating not less than one-third (1/3rd) of the Total Commitment), that deposits in Dollars Sterling are not available to such Banks in the London Interbank Market in the ordinary course of business in sufficient amounts to fund their contributions to the Loan or part thereof or their Contributions relevant Advance for such Interest Period; or (c) Period or that LIBOR does not accurately reflect the cost to such Banks of obtaining such deposits exceeds LIBOR, deposits; the Agent shall forthwith give notice (a “"Determination Notice”") thereof to the Borrowers Borrower and to each of the Banks and the Swap ProviderBanks. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. After the giving of any Determination Notice the undrawn amount of the Total Commitment Commitments of all of the Banks shall not be borrowed until notice to the contrary is given to the Borrowers Borrower by the Agent. 3.6.2 (b) During the period of ten (10) 10 days after any Determination Notice has been given by the Agent under clause 3.6.15.10(a), (i) if the Borrower so requires, the Borrower and the Agent and each affected Bank shall enter into negotiations with a view to agreeing a substitute basis for determining the rates of interest from time to time applicable to the Advances thereafter and any such substitute basis that is agreed shall take effect in accordance with its terms; and (ii) if no substitute basis has been agreed between the Borrower, the Agent and each affected Bank pursuant to paragraph (i) above, each affected Bank shall certify an alternative a substitute basis (the “Alternative Basis”) for maintaining funding its Contribution. The Alternative Basis may at contribution to the relevant Bank’s sole and unfettered discretion include Advance. Such substitute basis may (without limitation) include alternative interest periods, alternative currencies or alternative rates of interest but shall include a margin above the cost of funds including Additional Cost, if any, to such Bank equivalent to the Margin. The Agent shall calculate the arithmetic mean of each Alternative Basis provided by Margin for the relevant Banks Interest Period determined in accordance with clauses 5.2 and 5.3 (the “Substitute Basis”as applicable). Each substitute basis so agreed in accordance with (i) and certify the same to the Borrowersor, the Banks and the Swap Provider. The Substitute Basis so failing such agreement, certified in accordance with (ii) shall be binding upon the BorrowersBorrower, the Agent and (in the case of (i)) each Bank and (in the case of (ii)) each affected Bank and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Agent notifies the Borrowers that none of the circumstances specified in clause 3.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall applyNotice.

Market disruption; non-availability. 3.6.1 If and whenever, at any time prior to the commencement of any Interest Period: (a) the Agent shall have reasonably determined (which determination shall, in the absence of manifest error, be conclusive) that adequate and fair means do not exist for ascertaining LIBOR during such Interest Period; or (b) none or only one of the Reference Banks supplies the Agent with a quotation for the purposes of calculating LIBOR (where such a quotation is required having regard to paragraph (b) of the definition of “LIBOR” in clause 1.2); or (c) the Agent shall have received notification from Banks with Contributions aggregating not less than one-third (1/3rd) of the Loan (or, prior to the Drawdown Date of the first Advance to be drawn downDate, from Banks with Commitments aggregating not less than one-third (1/3rd) of the Total Commitment) (for the purposes of this clause 3.6, each Bank which have given such notice to the Agent, an “Affected Bank”), that deposits in Dollars are not available to such Banks in the London Interbank Market in the ordinary course of business in sufficient amounts to fund the Loan or part thereof or their Contributions for such Interest Period; or (c) Period or that LIBOR does not accurately reflect the cost to such Banks of obtaining such deposits exceeds LIBORdeposits, the Agent shall forthwith give notice (a “Determination Notice”) thereof to the Borrowers and to each of the Banks and the Swap ProviderProviders. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. After the giving of any Determination Notice the undrawn amount of the Total Commitment shall not be borrowed by the Borrowers until notice to the contrary is given to the Borrowers by the AgentAgent that none of the events specified in this clause 3.6.1 continues to exist. 3.6.2 During the period of ten (10) days after any Determination Notice has been given by the Agent under clause 3.6.1, each Bank the Agent shall certify negotiate in good faith with the Borrowers (but without incurring any legal obligations) with a view to arriving at an alternative basis (the “Alternative Substitute Basis”) for each Bank (including an Affected Bank) maintaining Its Contribution, failing which, the Borrowers shall, on first demand by any Bank (including any Affected Bank) or within any other time-limit determined by any Bank (including any Affected Bank), prepay the Contribution of such Bank (including an Affected Bank) in full, together with accrued interest thereon to the date of prepayment (calculated at the rate or rates most lately applicable to the Loan) and all other sums payable by the Borrowers to such Bank (including an Affected Bank) under the Security Documents. In such a case the Borrowers shall pay to each Bank (including any Affected Bank) such amount as may be determined by the Agent to be necessary to compensate such Banks (including an Affected Bank) for the increased cost (if any) of maintaining its Contribution during the period of negotiations referred to in this clause 3.6 until the relevant prepayment of its Contribution. . 3.6.3 The Alternative Substitute Basis may at the relevant Bank’s sole and unfettered discretion include (without limitation) include alternative interest periods, alternative currencies or alternative rates of interest but shall include a margin above the cost of funds to such Bank equivalent to the Margin. The Agent shall calculate the arithmetic mean of each Alternative Basis provided by the relevant Banks (the “Substitute Basis”) and certify the same agreed pursuant to the Borrowers, the Banks and the Swap Provider. The Substitute Basis so certified shall be binding upon the Borrowers, and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Agent notifies the Borrowers that none of the circumstances specified in clause 3.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall apply3.

Market disruption; non-availability. 3.6.1 (A) If and whenever, at any time prior to the commencement making of any Interest Period:an Advance:- (ai) the Agent shall have determined (which determination shall, in the absence of manifest error, be conclusive) that adequate and fair means do not exist for ascertaining LIBOR during such Interest Periodthe Term of that Advance; (ii) where applicable, none of the Reference Banks supplies the Agent with a quotation for the purpose of calculating LIBOR; or (biii) the Agent shall have received notification from Banks with Contributions aggregating not less than one-third (1/3rd) of the Loan (or, prior to the Drawdown Date of the first Advance to be drawn down, from Banks with Commitments aggregating not less than one-third (1/3rd) half of the Total Commitment)total of the Commitments (or, if no Advance has been made, Commitments aggregating not less than one-half of the Commitments of all the Banks) that deposits in Dollars are not available to such Banks in the London Interbank Market in the ordinary course of business in sufficient amounts to fund the Loan or part thereof or their Contributions to such Advance or, where applicable, that the arithmetic mean of the quotations for such Interest Period; or (c) that LIBOR supplied by the Reference Banks does not accurately reflect the cost to such Banks of obtaining such deposits exceeds LIBORdeposits, the Agent shall forthwith give notice (a “Determination Notice”"DETERMINATION NOTICE") thereof to the Borrowers Borrower and to each of the Banks and the Swap Providersuch Advance shall not be made. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. . (B) After the giving of any Determination Notice the undrawn amount of the Total Commitment shall not no further Advances may be borrowed until notice to the contrary is given to the Borrowers Borrower by the Agent. 3.6.2 (C) During the period of ten twenty (1020) days after following the giving of any Determination Notice has been given by Notice, the Borrower and the Agent under clause 3.6.1, in consultation with the Banks shall negotiate in good faith in order to arrive at a mutually acceptable substitute basis for each Bank to continue its Contribution to any further Advances and, if within such twenty (20) day period the Borrower and the Agent (in consultation as aforesaid) shall certify agree in writing upon such an alternative basis (the “Alternative Basis”"SUBSTITUTE BASIS"), the Substitute Basis shall be retroactive to and effective from the first day of the relevant Term. (D) for maintaining its Contribution. The Alternative If the Borrower and the Agent (in consultation with the Banks) fail to agree on a Substitute Basis may within such twenty (20) day period, the Borrower shall pay interest on the Advances to each Bank at the relevant Bank’s sole rate certified by each such Bank and unfettered discretion include (without limitation) alternative notified through the Agent to the Borrower as being a reasonable interest periods, alternative currencies or alternative rates of interest but shall include a margin above rate reflecting the cost of funds to such Bank equivalent of funding its Contribution to such Advances during the Margin. The Agent shall calculate the arithmetic mean of each Alternative Basis provided by the relevant Banks (the “Substitute Basis”) and certify the same to the Borrowers, the Banks and the Swap Provider. The Substitute Basis so certified shall be binding upon the Borrowers, and shall take effect in accordance with its terms period from the date specified of the relevant Determination Notice, plus the Margin and such rate plus the Margin shall be the Substitute Basis. (E) So long as any Substitute Basis is in force, the Determination Notice until Agent shall from time to time (but at least monthly) and in consultation with the Banks review whether or not the circumstances are such time that such Substitute Basis is no longer necessary and, if the Agent so determines, it shall notify the Borrower and the Banks that the Substitute Basis shall cease to be effective from such date as the Agent notifies the Borrowers that none of the circumstances specified in clause 3.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall applyreasonably specify.

Market disruption; non-availability. 3.6.1 If and whenever, at any time prior to the commencement of any Interest Period: (a) the Agent shall have determined (which determination shall, in the absence of manifest error, be conclusive) that adequate and fair means do not exist for ascertaining LIBOR during such Interest Period; (b) where applicable (and provided that the Agent has appointed any other bank or financial institution (other than, and in addition to, Citibank International plc) as Reference Bank) only one or none of the Reference Banks supplies the Agent with a quotation for the purposes of calculating LIBOR (being unable on reasonable grounds and not just unwilling to do so); or (bc) the Agent shall have received notification from Banks with Contributions aggregating not less than one-third (1/3rd) of the Loan (or, prior to the Drawdown Date of the first Advance to be drawn down, from Banks with Commitments aggregating not less than one-third (1/3rd) of the Total Commitment), that deposits in Dollars are not available to such Banks in the London Interbank Market in the ordinary course of business in sufficient amounts to fund the Loan or part thereof or their Contributions for such Interest Period; or (c) Period or that LIBOR does not accurately reflect the cost to such Banks of obtaining such deposits exceeds LIBORdeposits, the Agent shall forthwith give notice (a “"Determination Notice”") thereof to the Borrowers and to each of the Banks and the Swap ProviderBanks. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. After the giving of any Determination Notice the undrawn amount of the Total Commitment shall not be borrowed until notice to the contrary is given to the Borrowers by the Agent. 3.6.2 During the period of ten (10) days after any Determination Notice has been given by the Agent under clause 3.6.1, each Bank shall certify negotiate in good faith with the Borrowers (but without incurring any legal obligations) with a view to arriving at an alternative basis (the “Alternative "Substitute Basis”") for maintaining the Loan, failing which the Borrowers shall promptly, on first demand or within the time limit determined by the Agent, prepay the Loan together with accrued interest thereon to the date of prepayment (calculated at the rate or rates most lately applicable to the Loan) and all other sums payable by the Borrowers or any of them under the Security Documents. In such a case the Borrowers shall pay to each Bank such amount as may be determined by each Bank to be necessary to compensate that Bank for the increased cost (if any) of maintaining its Contribution. The Alternative Contribution during the period of negotiation referred to in this clause 3.6 until such prepayment. 3.6.3 Each Substitute Basis may at the relevant Bank’s sole and unfettered discretion include (without limitation) alternative interest periods, alternative currencies or alternative rates of interest but shall include a margin above the cost of funds to such the relevant Bank equivalent to the Margin. The Agent shall calculate the arithmetic mean of each Alternative Basis provided by the relevant Banks (the “Substitute Basis”) and certify the same to the Borrowers, the Banks and the Swap Provider. The Each Substitute Basis so certified shall be binding upon the Borrowers, Borrowers and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Agent notifies the Borrowers that none of the circumstances specified in clause 3.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall apply.

Market disruption; non-availability. 3.6.1 (a) If and whenever, at any time prior to the commencement of any Interest Period: (ai) a time when Reference Bank quotations are required having regard to the definition of each of the Relevant Rates in clause 1.2) the Facility Agent shall have determined in good faith, after consultation with the Reference Banks (which determination shall, in the absence of manifest error, be conclusive) ), that adequate and fair means do not exist for ascertaining LIBOR a Relevant Rate during such Interest Period; or (bii) or only one of the Reference Banks supplies the Facility Agent with a quotation for the purpose of calculating the Relevant Rate (where such a quotation is required having regard to the definition of each of the Relevant Rates in clause 1.2); or (iii) Facility Agent shall have received notification from Banks with Contributions aggregating not less than one-third (1/3rd) of the Loan (or, prior to the Drawdown Date of the first Advance to be drawn down, from Banks Lenders with Commitments aggregating not less than one-third (1/3rd) of the Total Commitment)Outstandings (or, prior to the first Drawdown Date, Commitments aggregating not less than one-third of the Commitments) that deposits in Dollars or any relevant Optional Currency are not available to such Banks the Lenders in the London or other relevant Interbank Market (as the case may be) in the ordinary course of business in sufficient amounts to fund the Loan or part thereof or their Contributions Commitments for such Interest Period; or (c) Period or that any Relevant Rate does not accurately reflect the cost to such Banks Lenders of obtaining such deposits exceeds LIBORdeposits, the Facility Agent shall forthwith give notice (a “"Determination Notice”") thereof to the Borrowers relevant Borrower or the Borrowers, as the case may be, and to each of the Banks and the Swap ProviderLenders. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. After the giving of any Determination Notice the undrawn amount of the Total Commitment Commitments shall not be borrowed until notice to the contrary is given to the Borrowers by the Facility Agent. 3.6.2 (b) During the period of ten (10) days after any Determination Notice has been given by the Facility Agent under clause 3.6.15.7(a), each Bank Lender shall certify an alternative basis (the “Alternative "Substitute Basis”") for making available or, as the case may be, maintaining its ContributionCommitment. The Alternative Substitute Basis may at the relevant Bank’s sole and unfettered discretion include (without limitation) include alternative interest periods, alternative currencies or alternative rates of interest but shall include a margin above the cost of funds including Additional Cost, if any, to such Bank Lender equivalent to the relevant Margin. The Agent shall calculate the arithmetic mean of each Alternative Basis provided by the relevant Banks (the “Substitute Basis”) and certify the same to the Borrowers, the Banks and the Swap Provider. The Each Substitute Basis so certified shall be binding upon the Borrowers, relevant Borrower and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Facility Agent notifies the Borrowers relevant Borrower or the Borrowers, as the case may be, that none of the circumstances specified in clause 3.6.1 5.7(a) continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall apply.

Market disruption; non-availability. 3.6.1 (a) If and whenever, at any time prior to the commencement of any Interest Period: (ai) the Administrative Agent shall have determined (which determination shall, in the absence of manifest error, be conclusive) that adequate and fair means do not exist for ascertaining LIBOR during such Interest PeriodPeriod in accordance with the definition of LIBOR in clause 1.2; or (bii) where applicable, none of the Reference Banks supplies the Administrative Agent with a quotation for the purpose of calculating LIBOR; or (iii) the Administrative Agent shall have received notification from Banks with Contributions aggregating not less more than one-one third (1/3rd) of the Loan (or, prior to the Drawdown Date of the first Advance to be drawn downDate, from Banks with Commitments aggregating not less than one-one third (1/3rd) of the Total Commitment), Commitments) that deposits in Dollars are not available to such Banks in the London Interbank Market in the ordinary course of business in sufficient amounts to fund the Loan or part thereof or their Contributions for such Interest Period; Period or (c) , where applicable in accordance with the definition of LIBOR in clause 1.2, that the arithmetic mean of the quotations for LIBOR supplied by the Reference Banks does not accurately reflect the cost to such Banks of obtaining such deposits exceeds LIBORdeposits, the Administrative Agent shall forthwith give notice (a “"Determination Notice”") thereof to the Borrowers Borrower and to each of the Banks and the Swap ProviderBanks. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. . (b) After the giving of any Determination Notice Notice, the undrawn amount of the Total Commitment shall not be borrowed until notice to the contrary is given to the Borrowers Borrower by the Administrative Agent. 3.6.2 (c) During the period of ten (10) 10 days after any Determination Notice has been given by the Administrative Agent under clause 3.6.1, 3.7(a) each Bank shall certify an alternative basis (the “Alternative "Substitute Basis”") for maintaining its Contribution. The Alternative Substitute Basis may at the relevant Bank’s sole and unfettered discretion include (without limitation) include alternative interest periods, alternative currencies or alternative rates of interest but shall include a margin above the cost of funds (including Additional Cost if any) to such Bank equivalent to the Margin. The Agent shall calculate the arithmetic mean of each Alternative Basis provided by the relevant Banks (the “Substitute Basis”) and certify the same to the Borrowers, the Banks and the Swap Provider. The Each Substitute Basis so certified shall be binding upon the Borrowers, Borrower and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Administrative Agent notifies the Borrowers Borrower that none of the circumstances specified in clause 3.6.1 3.7 (a) continues to exist whereupon the normal interest rate fixing provisions of this the Agreement shall apply.

Market disruption; non-availability. 3.6.1 If and whenever, at any time prior to the commencement of any Interest Period: (a) the Agent shall have determined (which determination shall, in the absence of manifest error, be conclusive) that adequate and fair means do not exist for ascertaining LIBOR during such Interest Period; (b) where applicable (and provided that the Agent has appointed any other bank or financial institution (other than, and in addition to, Citibank International plc) as Reference Bank) only one or none of the Reference Banks supplies the Agent with a quotation for the purposes of calculating LIBOR (being unable on reasonable grounds and not just unwilling to do so); or (bc) the Agent shall have received notification from Banks with Contributions aggregating not less than one-third (1/3rd) of the Loan (or, prior to the Drawdown Date of the first Advance to be drawn down, from Banks with Commitments aggregating not less than one-third (1/3rd) of the Total Commitment), that deposits in Dollars are not available to such Banks in the London Interbank Market in the ordinary course of business in sufficient amounts to fund the Loan or part thereof or their Contributions for such Interest Period; or (c) Period or that LIBOR does not accurately reflect the cost to such Banks of obtaining such deposits exceeds LIBORdeposits, the Agent shall forthwith give notice (a “Determination Notice”) thereof to the Borrowers and to each of the Banks and the Swap ProviderBanks. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. After the giving of any Determination Notice the undrawn amount of the Total Commitment shall not be borrowed until notice to the contrary is given to the Borrowers by the Agent. 3.6.2 During the period of ten (10) days after any Determination Notice has been given by the Agent under clause 3.6.1, each Bank shall certify negotiate in good faith with the Borrowers (but without incurring any legal obligations) with a view to arriving at an alternative basis (the “Alternative Substitute Basis”) for maintaining the Loan, failing which the Borrowers shall promptly, on first demand or within the time limit determined by the Agent, prepay the Loan together with accrued interest thereon to the date of prepayment (calculated at the rate or rates most lately applicable to the Loan) and all other sums payable by the Borrowers or any of them under the Security Documents. In such a case the Borrowers shall pay to each Bank such amount as may be determined by each Bank to be necessary to compensate that Bank for the increased cost (if any) of maintaining its Contribution. The Alternative Contribution during the period of negotiation referred to in this clause 3.6 until such prepayment. 3.6.3 Each Substitute Basis may at the relevant Bank’s sole and unfettered discretion include (without limitation) alternative interest periods, alternative currencies or alternative rates of interest but shall include a margin above the cost of funds to such the relevant Bank equivalent to the Margin. The Agent shall calculate the arithmetic mean of each Alternative Basis provided by the relevant Banks (the “Substitute Basis”) and certify the same to the Borrowers, the Banks and the Swap Provider. The Each Substitute Basis so certified shall be binding upon the Borrowers, Borrowers and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Agent notifies the Borrowers that none of the circumstances specified in clause 3.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall apply.

Market disruption; non-availability. 3.6.1 5.12.1 If and whenever, at any time prior to the commencement of any Interest PeriodPeriod in respect of any Advance: (a) the Agent shall have determined (which determination shall, in the absence of manifest error, be conclusiveacting reasonably) that adequate and fair means do not exist for ascertaining LIBOR during such Interest Period; or (b) in circumstances where LIBOR is calculated by reference to Reference Lenders, the Agent requests a quotation from the Reference Lenders and none or only one of the Reference Lenders supplies the Agent with a quotation for calculating LIBOR; or (c) the Agent shall have received notification from Banks with Contributions aggregating Lenders whose participations in the relevant Advance aggregate not less than one-third (1/3rd) of the Loan (or, prior to the Drawdown Date of the first that Advance to be drawn down, from Banks with Commitments aggregating not less than one-third (1/3rd) of the Total Commitment), that deposits in Dollars the currency of the relevant Advance are not available to such Banks Lenders (or, in the case of a Facility D Lender, financial institutions providing funding in respect of that Advance to such Facility D Lender through the London Interbank Market) in the London Interbank Market in the ordinary course of business in sufficient amounts to fund their contributions to the Loan or part thereof or their Contributions relevant Advance for such Interest Period; or (c) Period or that LIBOR does not accurately reflect the cost to such Banks Lenders of obtaining such deposits exceeds LIBOR, deposits; the Agent shall forthwith give notice (a “Determination Notice”) thereof to the Borrowers Borrower and to each of the Banks and the Swap Provider. A Determination Notice shall contain Lenders participating in that Advance containing particulars of the relevant circumstances giving rise to its issue. After the giving of any Determination Notice the undrawn amount of the Total Commitment Facility A Commitments, the Facility B Commitments or the Facility D Commitments (as the case may be) shall not be borrowed until notice to the contrary is given to the Borrowers TCN by the Agent. 3.6.2 5.12.2 During the period of ten (10) 10 days after any Determination Notice has been given by the Agent under clause 3.6.15.12.1, (i) if TCN so requires, TCN and the Agent and each Facility A Lender, Facility B Lender or relevant Facility D Lender shall enter into negotiations with a view to agreeing a substitute basis for determining the rates of interest from time to time applicable to Facility A Advances, Facility B Advances or Facility D Advances (as the case may be) thereafter and any such substitute basis that is agreed shall take effect in accordance with its terms; and (ii) if no substitute basis has been agreed between TCN, the Agent and each relevant Lender pursuant to paragraph (i) above, each Bank relevant Lender shall certify an alternative a substitute basis (the “Alternative Basis”) for maintaining funding its Contribution. The Alternative Basis may at contribution to the relevant Bank’s sole and unfettered discretion include Advance reflecting its costs of funds from whatever sources it may reasonably select. Such substitute basis may (without limitation) include alternative interest periods, alternative currencies or alternative rates of interest but shall include a margin above the cost of funds including Mandatory Cost, if any, to such Bank Lender equivalent to the Margin. The Agent shall calculate the arithmetic mean of each Alternative Basis provided by Margin for the relevant Banks Interest Period determined in accordance with clause 5.2, clause 5.3 or clause 5.4 (as the “Substitute Basis”case may be). Each substitute basis so agreed in accordance with (i) and certify the same to the Borrowersor, the Banks and the Swap Provider. The Substitute Basis so failing such agreement, certified in accordance with (ii) shall be binding upon the BorrowersBorrower, the Agent and each relevant Lender and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Agent notifies the Borrowers that none of the circumstances specified in clause 3.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall applyNotice.

Market disruption; non-availability. 3.6.1 3.7.1 If and whenever, at any time prior to the commencement of any Interest Period: (a) the Facility Agent shall have determined (which determination shall, in the absence of manifest error, be conclusiveprima facie evidence) that adequate and fair means do not exist for ascertaining LIBOR during such Interest PeriodPeriod in accordance with the definition of LIBOR in clause 1.2; or (b) where applicable, none of the Reference Banks supplies the Facility Agent with a quotation for the purpose of calculating LIBOR; or (c) the Facility Agent shall have received notification from Banks with Contributions aggregating not less more than one-one third (1/3rd) of the Loan (or, prior to the Drawdown Date of the first Advance to be drawn downDate, from Banks with Commitments aggregating not less than one-one third (1/3rd) of the Total Commitment), Commitments) that deposits in Dollars are not available to such Banks in the London Interbank Market in the ordinary course of business in sufficient amounts to fund the Loan or part thereof or their Contributions for such Interest Period; Period or (c) , where applicable in accordance with the definition of LIBOR in clause 1.2, that the arithmetic mean of the quotations for LIBOR supplied by the Reference ▇▇▇▇▇ does not accurately reflect the cost to such Banks of obtaining such deposits exceeds LIBORdeposits, the Facility Agent shall forthwith give notice (a “"Determination Notice”") thereof to the Borrowers Borrower and to each of the Banks and the Swap ProviderBanks. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. . 3.7.2 After the giving of any Determination Notice Notice, the undrawn amount of the Total Commitment shall not be borrowed until notice to the contrary is given to the Borrowers Borrower by the Facility Agent. 3.6.2 3.7.3 During the period of ten (10) days after any Determination Notice has been given by the Facility Agent under clause 3.6.1, 3.7.1 each affected Bank shall certify an alternative basis (the “Alternative "Substitute Basis”") for maintaining its Contribution. The Alternative Substitute Basis may at the relevant Bank’s sole and unfettered discretion include (without limitation) include alternative interest periods, alternative currencies or alternative rates of interest but shall include a margin above the cost of funds (including Additional Cost if any) to such Bank equivalent to the Margin. The Agent shall calculate the arithmetic mean of each Alternative Basis provided by the relevant Banks (the “Substitute Basis”) and certify the same to the Borrowers, the Banks and the Swap Provider. The Each Substitute Basis so certified shall be binding upon the Borrowers, Borrower and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Facility Agent notifies the Borrowers Borrower that none of the circumstances specified in clause 3.6.1 3. 7.1 continues to exist whereupon the normal interest rate fixing provisions of this the Agreement shall apply.

Market disruption; non-availability. 3.6.1 If and whenever, at any time prior to the commencement of any Interest Period: (a) the Agent shall have determined (which determination shall, in the absence of manifest error, be conclusive) that adequate and fair means do not exist for ascertaining LIBOR during such Interest Period; or (b) none or only one of the Banks supplies the Agent with a quotation for the purposes of calculating LIBOR (where such a quotation is required having regard to paragraph (b) of the definition of "LIBOR" in clause 1.2); or (c) the Agent shall have received notification from Banks with Contributions aggregating not less than one-third (1/3rd%) of the Loan (or, prior to the Drawdown Date of the first Advance to be drawn down, down from Banks with Commitments aggregating not less than one-third (1/3rd%) of the Total Commitment), that deposits in Dollars are not available to such Banks in the London Interbank Market in the ordinary course of business in sufficient amounts to fund the Loan or part thereof or their Contributions for such Interest Period; or (c) Period or that LIBOR does not accurately reflect the cost to such Banks of obtaining such deposits exceeds LIBORdeposits, the Agent shall forthwith give notice (a “"Determination Notice”") thereof to the Borrowers and to each of the Banks and the Swap ProviderBanks. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. After the giving of any Determination Notice the undrawn amount of the Total Commitment shall not be borrowed until notice to the contrary is given to the Borrowers by the Agent. 3.6.2 During the period of ten (10) days after any Determination Notice has been given by the Agent under clause 3.6.1, each Bank shall certify an alternative basis (the “"Alternative Basis”") for maintaining its Contribution. The Alternative Basis may at the relevant Bank’s 's sole and unfettered discretion include (without limitation) alternative interest periods, alternative currencies or alternative rates of interest but shall include a margin above the cost of funds to such Bank equivalent to the Margin. The Agent shall calculate the arithmetic mean of each the Alternative Basis Bases provided by the relevant Banks (the “"Substitute Basis”") and certify the same to the Borrowers, the Banks and the Swap ProviderProviders. The Substitute Basis so certified shall be binding upon the Borrowers, and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Agent notifies the Borrowers that none of the circumstances specified in clause 3.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall apply.

Market disruption; non-availability. 3.6.1 (a) If and whenever, at any time prior to the commencement making or continuation of any Interest Periodan Advance: (ai) the Agent shall have determined (which determination shall, in the absence of manifest error, be conclusive) ), that adequate and fair means do not exist for ascertaining LIBOR during such TIBOR or LIBOR, as the case may be, in respect of any Interest PeriodPeriod in accordance with this Agreement; or (bii) the Agent shall have received notification from Banks with Contributions aggregating not less than one-third (1/3rd) of the Loan total of the Advances (or, prior to the Drawdown Date of the first if no Advance to be drawn downhas been made, from Banks with Commitments aggregating not less than one-one third (1/3rd) of the Total Commitment), Commitments of all the Banks) that deposits in Dollars Yen are not available to such those Banks in the London Interbank Market relevant interbank market in the ordinary course of business in sufficient amounts to fund the Loan (or part thereof or maintain) their Contributions for to that Advance or that their funding costs in respect of that Advance are not accurately reflected by TIBOR or LIBOR, as the case may be, having regard to the likely interest rate in respect of such Interest Period; or (c) that the cost to such Banks of obtaining such deposits exceeds LIBOR, the Agent shall forthwith immediately give notice (a “"Determination Notice”") thereof of that fact to the Borrowers Borrower and to each of the Banks and the Swap Providerthat Advance shall not be made or continued. A Determination Notice shall contain give particulars of the relevant circumstances giving rise to its issue. . (b) After the giving of any Determination Notice (i) with respect to the unavailability of deposits in Yen in Tokyo, the affected Advance will be made or continued only as LIBOR Loans, and (ii) with respect to the unavailability of deposits in the London Interbank Market, the affected Advance will be made or continued only as TIBOR Loans, or (iii) with respect to the unavailability of deposits in both of the relevant interbank markets, the undrawn amount of the Total Commitment Commitments of all the Banks shall not be borrowed borrowed, and the outstanding amount of the affected Advance shall be repaid and be unavailable for re-borrowing, until notice to the contrary is given to the Borrowers by the Agent. 3.6.2 During the period of ten (10) days after any Determination Notice has been given Borrower by the Agent under clause 3.6.1, each Bank and the Agent (on behalf of and after consultation with the Banks) shall certify then negotiate with the Borrower with a view to agreeing on an alternative basis (for calculating the “Alternative Basis”) interest payable on and/or for making, maintaining its Contributionand/or funding Advances. The Alternative Basis may at the relevant Bank’s sole and unfettered discretion include (without limitation) Any alternative interest periods, alternative currencies or alternative rates of interest but shall include a margin above the cost of funds to such Bank equivalent to the Margin. The Agent shall calculate the arithmetic mean of each Alternative Basis provided basis agreed in writing by the relevant Banks Agent (on behalf of and with the “Substitute Basis”consent of all the Banks) and certify the same to the Borrowers, the Banks and the Swap Provider. The Substitute Basis so certified shall be binding upon the Borrowers, and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Agent notifies the Borrowers that none of the circumstances specified in clause 3.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall apply.the

Market disruption; non-availability. 3.6.1 If and whenever, at any time prior to the commencement of any Interest Period: (a) the Agent shall have determined (which determination shall, in the absence of manifest error, be conclusive) that adequate and fair means do not exist for ascertaining LIBOR during such Interest Period; or (b) none or only one of the Banks supplies the Agent with a quotation for the purposes of calculating LIBOR (where such a quotation is required having regard to paragraph (b) of the definition of "LIBOR" in clause 1.2); or (c) the Agent shall have received notification from Banks with Contributions aggregating not less than one-third (1/3rd⅓rd) of the Loan (or, prior to the Drawdown Date of the first Advance to be drawn down, down from Banks with Commitments aggregating not less than one-third (1/3rd⅓rd) of the Total Commitment), that deposits in Dollars are not available to such Banks in the London Interbank Market in the ordinary course of business in sufficient amounts to fund the Loan or part thereof or their Contributions for such Interest Period; or (c) Period or that LIBOR does not accurately reflect the cost to such Banks of obtaining such deposits exceeds LIBORdeposits, the Agent shall forthwith give notice (a “"Determination Notice”") thereof to the Borrowers and to each of the Banks and the Swap ProviderBanks. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. After the giving of any Determination Notice the undrawn amount of the Total Commitment shall not be borrowed until notice to the contrary is given to the Borrowers by the Agent. 3.6.2 During the period of ten (10) days after any Determination Notice has been given by the Agent under clause 3.6.1, each Bank shall certify an alternative basis (the “"Alternative Basis”") for maintaining its Contribution. The Alternative Basis may at the relevant Bank’s 's sole and unfettered discretion include (without limitation) alternative interest periods, alternative currencies or alternative rates of interest but shall include a margin above the cost of funds to such Bank equivalent to the Margin. The Agent shall calculate the arithmetic mean of each the Alternative Basis Bases provided by the relevant Banks (the “"Substitute Basis”") and certify the same to the Borrowers, the Banks and the Swap Provider. The Substitute Basis so certified shall be binding upon the Borrowers, and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Agent notifies the Borrowers that none of the circumstances specified in clause 3.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall apply.

Market disruption; non-availability. 3.6.1 (a) If and whenever, at any time prior to the commencement of any Interest Period: (ai) none or only one of the Reference Banks supplies the Agent shall have determined with a quotation for the purpose of calculating LIBOR (which determination shall, where such a quotation is required having regard to the definition of LIBOR in the absence of manifest error, be conclusive) that adequate and fair means do not exist for ascertaining LIBOR during such Interest Periodclause 1.1); or (bii) the Agent shall have received notification from Banks with Contributions aggregating not less than one-third (1/3rd) of the Loan (or, prior to the Drawdown Date of the first relevant Advance to be drawn down, from Banks with or Commitments aggregating not less than one-third (1/3rd) of the Total Commitment), Commitments in respect of the Facility that deposits in Dollars Sterling are not available to such Banks in the London Interbank Market in the ordinary course of business in sufficient amounts to fund the Loan or part thereof or their Contributions for such Interest Period; or (c) Period or that LIBOR does not accurately reflect the cost to such Banks of obtaining such deposits exceeds LIBORdeposits, the Agent shall forthwith give notice (a “Determination Notice”DETERMINATION NOTICE) thereof to the Borrowers Borrower and to each of the Banks and the Swap Provider. A Determination Notice shall contain containing particulars of the relevant circumstances giving rise to its issue. After the giving of any Determination Notice the undrawn amount of the Total Commitment shall not Commitments may still be borrowed until notice drawn down (subject to the contrary is given to the Borrowers by the Agentother terms of this Agreement) but on a Substitute Basis in accordance with clause 13.4(b). 3.6.2 (b) During the period of ten (10) 10 days after any the Determination Notice has been given by the Agent under clause 3.6.1, each Bank 13.4 (a) the relevant Banks shall (having consulted in good faith with the Borrower) certify an alternative basis (the “Alternative Basis”SUBSTITUTE BASIS) for making available or, as the case may be, maintaining its Contributiontheir Contributions. The Alternative Substitute Basis may at the relevant Bank’s sole and unfettered discretion include (without limitation) include alternative interest periods, alternative currencies or alternative rates of interest but shall include a margin above the cost of funds (including Additional Cost) to such Bank relevant Banks equivalent to the Margin. The Agent shall calculate the arithmetic mean of each Alternative Basis provided by the relevant Banks (the “Substitute Basis”) and certify the same to the Borrowers, the Banks and the Swap Provider. The Each Substitute Basis so certified shall be binding upon the Borrowers, Borrower and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Agent notifies the Borrowers Borrower that none of the circumstances specified in clause 3.6.1 13.4(a) continues to exist exist, whereupon the normal interest rate fixing provisions of this Agreement shall apply.

Market disruption; non-availability. 3.6.1 If and whenever, at any time prior to the commencement of any Interest Period: (a) the Agent shall have determined (which determination shall, in the absence of manifest error, be conclusive) that adequate and fair means do not exist for ascertaining LIBOR during such Interest Period; or (b) none or only one of the Banks supplies the Agent with a quotation for the purposes of calculating LIBOR (where such a quotation is required having regard to paragraph (b) of the definition of “LIBOR” in clause 1.2); or (c) the Agent shall have received notification from Banks with Contributions aggregating not less than one-third (1/3rd1/3 rd) of the Loan (or, prior to the Drawdown Date of the first Advance to be drawn down, down from Banks with Commitments aggregating not less than one-third (1/3rd1/3 rd) of the Total Commitment), that deposits in Dollars are not available to such Banks in the London Interbank Market in the ordinary course of business in sufficient amounts to fund the Loan or part thereof or their Contributions for such Interest Period; or (c) that the cost to such Banks of obtaining such deposits exceeds LIBOR, the Agent shall forthwith give notice (a “Determination Notice”) thereof to the Borrowers and to each of the Banks and the Swap ProviderBanks. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. After the giving of any Determination Notice the undrawn amount of the Total Commitment shall not be borrowed until notice to the contrary is given to the Borrowers by the Agent. 3.6.2 During the period of ten (10) days after any Determination Notice has been given by the Agent under clause 3.6.1, each Bank shall certify an alternative basis (the “Alternative Basis”) for maintaining its Contribution. The Alternative Basis may at the relevant Bank’s sole and unfettered discretion include (without limitation) alternative interest periods, alternative currencies or alternative rates of interest but shall include a margin above the cost of funds to such Bank equivalent to the Margin. The Agent shall calculate the arithmetic mean of each the Alternative Basis Bases provided by the relevant Banks (the “Substitute Basis”) and certify the same to the Borrowers, the Banks and the Swap ProviderProviders. The Substitute Basis so certified shall be binding upon the Borrowers, and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Agent notifies the Borrowers that none of the circumstances specified in clause 3.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall apply.