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 Bank 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 that LIBOR does not accurately reflect the cost to the Bank of obtaining such deposits; or (b) that deposits in Dollars are not available to the Bank in the London Interbank Market in the ordinary course of business in sufficient amounts to fund the Loan for such Interest Period; the Bank shall forthwith give notice (a “Determination Notice”) thereof to the Borrower. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. After the giving of any Determination Notice the undrawn and uncancelled amount of the Commitment shall not be borrowed until notice to the contrary is given to the Borrower by the Bank. 3.6.2 During the period of ten (10) days after any Determination Notice has been given by the Bank under clause 3.6.1, the Bank shall certify an alternative basis (the “Alternative Basis”) for funding the Commitment or maintaining the Loan. The Alternative Basis may, at the Bank’s sole 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 the Bank equivalent to the Margin. The Alternative Basis so certified shall be binding upon the Borrower and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Bank notifies the 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 Bank shall have determined (which determination shall, in the absence of manifest error, be conclusive): (a) that adequate and fair means do not exist for ascertaining LIBOR during such Interest Period or that LIBOR does not accurately reflect the cost to the Bank of obtaining such depositsPeriod; or (b) that deposits in Dollars are not available to the Bank in the London Interbank Market in the ordinary course of business in sufficient amounts to fund the Loan or any part thereof or any loan outstanding under clause 2.5.1 for such Interest Period; , the Bank shall forthwith give notice (a “Determination Notice”) thereof to the BorrowerBorrowers. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. After the giving of any Determination Notice the undrawn and uncancelled amount of the Commitment shall not be borrowed and neither Bank Guarantee shall be issued by the Bank, until notice to the contrary is given to the Borrower Borrowers by the Bank. 3.6.2 During the period of ten (10) days after any Determination Notice has been given by the Bank under clause 3.6.1, the Bank shall certify an alternative basis (the “Alternative Substitute Basis”) for funding the Commitment or maintaining the LoanLoan or any loan outstanding under clause 2. 5.1. The Alternative Substitute Basis may, at the Bank’s sole unfettered discretion include may (without limitation) include alternative interest periods, alternative currencies or alternative rates of interest but shall include a margin above the cost of funds funds, if any, to the Bank equivalent to the Margin. The Alternative Each Substitute Basis so certified shall be binding upon the Borrower Borrowers and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Bank notifies the Borrower 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 If and whenever, at any time prior to the commencement of any Interest Period: (a) , the Bank shall have determined (which determination shall, in the absence of manifest error, be conclusive): (a) that adequate and fair means do not exist for ascertaining LIBOR during such Interest Period or that LIBOR does not accurately reflect the cost to the Bank of obtaining such depositsPeriod; or (b) that, where applicable, the Reference Bank does not supply the Bank with a quotation for the purpose of calculating LIBOR; or (c) that deposits in Dollars are not available to the Bank in the London Interbank Market in the ordinary course of business in sufficient amounts to fund the Loan for such Interest Period; , the Bank shall forthwith give notice (a “Determination Notice”"DETERMINATION NOTICE") thereof to the Borrower. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. After the giving of any Determination Notice the undrawn and uncancelled amount of the Commitment shall not be borrowed until notice to the contrary is given to the Borrower by the Bank. 3.6.2 During the period of ten (10) days after any Determination Notice has been given by the Bank under clause 3.6.1, the Bank shall certify an alternative basis (the “Alternative Basis”"SUBSTITUTE BASIS") for funding the Commitment or maintaining the Loan. The Alternative Substitute Basis may, at the Bank’s sole unfettered discretion include may (without limitation) include alternative interest periods, alternative currencies or alternative rates of interest but shall include a margin above the cost of funds to the Bank equivalent to the Margin. The Alternative Each Substitute Basis so certified shall be binding upon the Borrower and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Bank notifies the Borrower that none of the circumstances specified in clause 3.6.1 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 Bank 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 that LIBOR does not accurately reflect the cost to the Bank of obtaining such deposits; or (b) that deposits in Dollars are not available to the Bank in the London Interbank Market in the ordinary course of business in sufficient amounts to fund the Loan for such Interest Period; the Bank shall forthwith give notice (a “Determination Notice”) thereof to the Borrower. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. After the giving of any Determination Notice the undrawn and uncancelled amount of the Commitment shall not be borrowed until notice to the contrary is given to the Borrower by the Bank. 3.6.2 During the period of ten (10) days after any Determination Notice has been given by the Bank under clause 3.6.1, the Bank shall certify an alternative basis (the “Alternative Basis”) for funding the Commitment or maintaining the Loan. The Alternative Basis may, at the 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 the Bank equivalent to the Margin. The Alternative Basis so certified shall be binding upon the Borrower and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Bank notifies the 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 whenever3.5.1 Whenever, at any time prior to the commencement start of any Interest Period, the Lender determines: (a) the Bank shall have determined (which determination shall, in the absence of manifest error, be conclusive) that adequate and fair means do not exist for ascertaining determining LIBOR during such Interest Period or that LIBOR does not accurately reflect the cost to the Bank of obtaining such depositsPeriod; or (b) that deposits in Dollars USD are not available to the Bank Lender in the London Interbank Market in the its ordinary course of business in sufficient amounts to fund the Loan for such Interest Period; the Bank Lender shall forthwith promptly give notice (a “Determination Notice”) thereof to the Borrower. A Determination Notice shall contain particulars give brief details of the relevant circumstances giving rise to its issue. After the giving of any Determination Notice the any undrawn and uncancelled amount of the Commitment shall may not be borrowed until notice to the contrary is given to the Borrower by the Bank.Lender; 3.6.2 During 3.5.2 upon a Determination Notice being given, the period Borrower and the Lender shall discuss the same in order to agree an alternative basis for maintaining the Loan, but if they are unable to agree an alternative basis within 30 days of ten (10) the date of the Determination Notice, then 40 days after any the Determination Notice has been given by the Bank under clause 3.6.1being given, the Bank Lender shall certify an alternative (such basis, or if agreed, the basis (agreed by the Lender and the Borrower, the “Alternative Substitute Basis”) for funding the Commitment or maintaining the Loan. The Alternative Substitute Basis may, at the Bank’s sole unfettered discretion may include (without limitation) alternative interest periods, alternative currencies or alternative rates of interest but shall must include a margin above the cost of funds to the Bank Lender equivalent to the Margin. The Alternative Each Substitute Basis so certified shall be binding upon to the Borrower and or agreed shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Bank Lender notifies the 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 again apply. If the Borrower does not agree with any Substitute Basis certified by the Lender, then the Borrower may prepay the Loan or the relevant part thereof, and the terms of clause 4.5 shall apply to any such prepayment.

Market disruption; non-availability. 3.6.1 (a) If and whenever, at any time prior to the making of any Advance or the commencement of any Interest PeriodPeriod in respect of an outstanding Advance the Agent: (ai) the Bank 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 Period or that LIBOR does not accurately reflect the cost to the Bank of obtaining such depositsPeriod; or (bii) the Reference Banks do not supply the Agent with a quotation for the purpose of calculating LIBOR; or (iii) shall have received notification from Lenders with Commitments aggregating not less than one-third of the Total Commitments that deposits in Dollars the relevant currency are not available to the Bank such Lenders in the London Interbank Market in the ordinary course of business in sufficient amounts to fund their contributions to the Loan relevant Advance for such Interest Period; Period or that LIBOR does not accurately reflect the Bank cost to such Lenders of obtaining such deposits, the Agent shall forthwith give notice (a “Determination Notice”"DETERMINATION NOTICE") thereof to the Borrower. A Determination Notice shall contain Borrower and to each of the Lenders by telefax or by telephone (in which case followed in writing) containing particulars of the relevant circumstances giving rise to its issue. After the giving of any a Determination Notice is served the undrawn and uncancelled amount of the Commitment Total Commitments shall not be borrowed until until: (A) notice to the contrary is given to the Borrower by the Bank.Agent (which notice shall be given by the Agent at such time as none of the circumstances specified in clause 5.7(a) continues to exist); or 3.6.2 (B) if earlier, a Substitute Basis is agreed between the Agent and the Borrower; (b) During the period of ten (10) 10 days after any Determination Notice has been given by the Bank Agent under clause 3.6.15.7(a), the Bank each Lender shall certify an alternative basis (the “Alternative Basis”"SUBSTITUTE BASIS") for funding making available or, as the Commitment or case may be, maintaining its Contribution to the Loanaffected Advance. The Alternative Substitute Basis may, at the Bank’s sole unfettered discretion may include (without limitation) alternative interest periods, alternative currencies or alternative rates of interest but shall include a margin above the cost of funds including the Additional Cost, if any, to the Bank such Lender equivalent to the Margin. The Alternative . (c) Each Substitute Basis so certified shall be binding upon the Borrower Obligors and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Bank notifies the Borrower 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 If and whenever, at any time prior to the commencement of any Interest Period: (a) , the Bank shall have determined (which determination shall, in the absence of manifest error, be conclusive): (a) that adequate and fair means do not exist for ascertaining LIBOR or, as the case may be, EURIBOR during such Interest Period or that LIBOR does not accurately reflect the cost to the Bank of obtaining such depositsPeriod; or (b) that deposits in Dollars are not available to the Bank in the London Interbank Market in the ordinary course of business in sufficient amounts to fund the Loan for such Interest PeriodPeriod or that LIBOR and/or, as the case may be, EURIBOR does not accurately reflect the cost to the Bank of obtaining such deposits; the Bank shall forthwith give notice (a “Determination Notice”) thereof to the Borrower. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. After the giving of any Determination Notice the undrawn and uncancelled amount of the Commitment shall not be borrowed until notice to the contrary is given to the Borrower by the Bank. 3.6.2 During the period of ten (10) days after any Determination Notice has been given by the Bank under clause 3.6.1, the Bank shall certify an alternative basis (the “Alternative Substitute Basis”) for funding the Commitment or maintaining the Loan. The Alternative Substitute Basis may, at the Bank’s sole unfettered discretion include 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 the Bank equivalent to the Margin. The Alternative Each Substitute Basis so certified shall be binding upon the Borrower and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Bank notifies the 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 Bank 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 that LIBOR Period; (b) that, where applicable, the Reference Bank does not accurately reflect the cost to supply the Bank with a quotation for the purpose of obtaining such depositscalculating LIBOR; or (bc) the Agent shall have received notification from Banks with Contributions aggregating not less than one-third of the Loan or (prior to the Drawdown Date of the first Advance to be drawn down) the Total Commitment, that deposits in Dollars are not available to the Bank such Banks in the London Interbank Market in the ordinary course of business in sufficient amounts to fund the Loan or their Contributions for such Interest Period; . the Bank Agent shall forthwith give notice (a “Determination Notice”"DETERMINATION NOTICE") thereof to the BorrowerBorrowers 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 and uncancelled amount of the Total Commitment shall not be borrowed until notice to the contrary is given to the Borrower Borrowers by the BankAgent. 3.6.2 During the period of ten (10) days after any Determination Notice has been given by the Bank Agent under clause 3.6.1, the each Bank shall certify an alternative basis (the “Alternative Basis”"ALTERNATIVE BASIS") for funding the Commitment or maintaining the Loanits Contribution. The Alternative Basis may, may at the each 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 the such Bank equivalent to the Margin. The Each Alternative Basis so certified shall be binding upon the Borrower Borrowers, 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 Borrower 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 If and whenever, at any time prior to the commencement of any Interest Period: (a) , the Bank shall have determined (which determination shall, in the absence of manifest error, be conclusive): (a) that adequate and fair means do not exist for ascertaining LIBOR or, as the case may be, EURIBOR during such Interest Period or that LIBOR does not accurately reflect the cost to the Bank of obtaining such depositsPeriod; or (b) that deposits in Dollars are not available to the Bank in the London Interbank Market in the ordinary course of business in sufficient amounts to fund the Loan for such Interest PeriodPeriod or that LIBOR and/or, as the case maybe, EURIBOR, does not accurately reflect the cost to the Bank of obtaining such deposits; the Bank shall forthwith give notice (a “Determination Notice”) thereof to the Borrower. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. After the giving of any Determination Notice the undrawn and uncancelled amount of the Commitment shall not be borrowed until notice to the contrary is given to the Borrower by the Bank. 3.6.2 During the period of ten (10) days after any Determination Notice has been given by the Bank under clause 3.6.1, the Bank shall certify an alternative basis (the “Alternative Substitute Basis”) for funding the Commitment or maintaining the Loan. The Alternative Substitute Basis may, at the Bank’s sole unfettered discretion include 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 the Bank equivalent to the Margin. The Alternative Each Substitute Basis so certified shall be binding upon the Borrower and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Bank notifies the 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.