Common use of Alternative Basis Clause in Contracts

Alternative Basis. If a notification under Clause 14.2 (Market disruption) applies: (a) in the case of a Loan which has not been made, and unless the relevant Borrower notifies the Agent to the contrary before close of business on the day it received the notification under Clause 14.2 (Market disruption), the Loan shall still be made but it shall be denominated (at the option of the relevant Borrower) in Sterling or U.S. Dollars (or a combination), it shall have an Interest Period of one month and the interest payable on that Loan shall be determined in accordance with this Clause 14.3. (b) within 5 Business Days of receipt of the notification for a Loan under Clause 14.2 (Market disruption), the Company and the Agent shall enter into negotiations for a period of not more than 30 days with a view to agreeing an alternative basis for determining the rate of interest and/or funding applicable to that Loan; (c) any alternative basis agreed under paragraph (b) above shall be, with the prior consent of all the Banks, binding on all the Parties; (d) if no alternative basis is agreed each Bank shall (through the Agent) certify on or before 10.00 a.m. on the last day of the Interest Period (in respect of a Loan in Sterling) or 10.00 a.m. on the second Business Day before the last day of the Interest Period (in respect of a Loan in an Optional Currency) to which the notification relates an alternative basis for maintaining its participation in that Loan; (e) any alternative basis under paragraph (b) or (d) above may include an alternative method of fixing the interest rate, alternative Interest Periods or optional currencies but it must reflect the cost to each Bank of funding its participation in the Loan from whatever sources it may select plus the applicable Margin plus any applicable Mandatory Cost; (f) each alternative basis so certified shall be binding on the Obligors and each certifying Bank and treated as part of this Agreement; and (g) the Agent and the Company shall consult in good faith following any significant change in market conditions with a view to returning to the normal provisions of this Agreement.

Alternative Basis. If a notification under Clause 14.2 (Market disruption) applies: (a) in the case of a Loan which has not been made, and unless the relevant Borrower notifies the Agent to the contrary before close of business on the day it received the notification under Clause 14.2 (Market disruption), the Loan shall still be made but it shall be denominated (at the option of the relevant Borrower) in Sterling or U.S. Dollars (or a combination), it shall have an Interest Period of one month and the interest payable on that Loan shall be determined in accordance with this Clause 14.3. (b) within 5 Business Days of receipt of the notification for a Loan under Clause 14.2 (Market disruption), the Company and the Agent shall enter into negotiations for a period of not more than 30 days with a view to agreeing an alternative basis for determining the rate of interest and/or funding applicable to that Loan; (c) any alternative basis agreed under paragraph (b) above shall be, with the prior consent of all the Banks, binding on all the Parties; (d) if no alternative basis is agreed each Bank shall (through the Agent) certify on or before 10.00 10:00 a.m. on the last day of the Interest Period (in respect of a Loan in Sterling) or 10.00 10:00 a.m. on the second 2nd Business Day before the last day of the Interest Period (in respect of a Loan in an Optional Currency) to which the notification relates an alternative basis for maintaining its participation in that Loan; (e) any alternative basis under paragraph (b) or (d) above may include an alternative method of fixing the interest rate, alternative Interest Periods or optional currencies but it must reflect the cost to each Bank of funding its participation in the Loan from whatever sources it may select plus the applicable Margin plus any applicable Mandatory Cost; (f) each alternative basis so certified shall be binding on the Obligors and each certifying Bank and treated as part of this Agreement; and (g) the Agent and the Company shall consult in good faith following any significant change in market conditions with a view to returning to the normal provisions of this Agreement.

Alternative Basis. (a) If a the notification which the Facility Agent gives under Clause 14.2 9.1 (Notice of Market disruptionDisruption) appliesapplies to the Loan then, notwithstanding any other provision of this Agreement: (a) in the case of a Loan which has not been made, and unless the relevant Borrower notifies the Agent to the contrary before close of business on the day it received the notification under Clause 14.2 (Market disruption), the Loan shall still be made but it shall be denominated (at the option of the relevant Borrower) in Sterling or U.S. Dollars (or a combination), it shall have an Interest Period of one month and the interest payable on that Loan shall be determined in accordance with this Clause 14.3. (bi) within 5 five Business Days of receipt of the notification for a Loan under Clause 14.2 (Market disruption)that notification, the Company Borrower and the Facility Agent (acting on the instructions of the Majority Lenders) shall enter into negotiations for a period of not more than 30 days with a view to agreeing proposing an alternative basis for determining the rate of interest and/or basis of funding applicable to that the Loan; (cii) any alternative basis agreed proposed under paragraph (bi) above shall beof this Clause 9.3 (a) shall, with the prior written consent of all of the BanksLenders, be binding for the purposes of this Agreement on all parties and may be retrospective to and take effect from the Partiesbeginning of the Interest Period concerned; (diii) if no alternative basis is agreed receives that written consent within such 30 day period, each Bank Notifying Lender shall (through the Facility Agent) certify on or before 10.00 a.m. on the last day of the Interest Period (in respect of a Loan in Sterling) or 10.00 a.m. on the second Business Day before the last day of the Interest Period (in respect of a Loan in an Optional Currency) to which the notification relates an alternative basis for maintaining its participation Participation in that the Loan; (eiv) any such alternative basis under paragraph (b) or (d) above may include an alternative method of fixing the interest rate, alternative Interest Periods interest periods or optional alternative currencies but it must reflect reflecting the cost to each Bank that Notifying Lender of funding funding, on an arm's length basis, its participation Participation in the Loan from whatever sources it may in good faith select plus the applicable Applicable Margin plus any applicable and the Mandatory Cost;Costs (if any); and (fv) each alternative basis so certified shall under paragraph (iii) of this Clause 9.3 (a) may be retrospective to and take effect from the beginning of the Interest Period concerned, binding on the Obligors Borrower and each certifying Bank that Notifying Lender and be treated as part of this Agreement; and. (gb) So long as any alternative basis is in force, the Agent Facility Agent, in consultation with the Borrower and the Company Lenders, shall consult from time to time (but at least monthly) review whether or not the circumstances referred to in good faith following any significant change in market conditions Clause 9.1 (Notice of Market Disruption) continue with a view to returning to the normal provisions application of this AgreementClause 5 (Interest Periods) and Clause 6 (Interest).

Alternative Basis. (a) If a notification under Clause 14.2 12.1 (Market disruption) applies: (a) in the case of applies to a Loan which has not been made, and unless the relevant Borrower notifies the Agent to the contrary before close of business on the day it received the notification under Clause 14.2 : (Market disruption), the i) that Loan shall still be made but it shall be denominated made; (at ii) the option of the relevant Borrower) in Sterling or U.S. Dollars (or a combination), it shall have an first Interest Period of one month and the interest payable on that Loan shall be determined one month; and (iii) interest in respect of that Loan shall be calculated in accordance with this Clause 14.3paragraph (b) below. (b) If a notification under Clause 12.1 (Market disruption) applies to a Loan then, notwithstanding any other provision of this Agreement: (i) within 5 Business Days of receipt of the notification for a Loan under Clause 14.2 (Market disruption)notification, the Company Borrower and the Agent Bank shall enter into negotiations for a period of not more than 30 days with a view to agreeing an alternative basis for determining the rate of interest and/or funding applicable to that LoanLoan and/or any other Loans; (c) any alternative basis agreed under paragraph (b) above shall be, with the prior consent of all the Banks, binding on all the Parties; (dii) if no alternative basis is agreed each agreed, the Bank shall (through the Agent) certify on or before 10.00 a.m. on the last day of the Interest Period (in respect of a Loan in Sterling) or 10.00 a.m. on the second Business Day before the last day of the Interest Period (in respect of a Loan in an Optional Currency) to which the notification relates an alternative basis for maintaining its participation in that Loan;, which shall be binding on the Borrower; and (eiii) any such alternative basis under paragraph (b) or (d) above may include an alternative method of fixing the interest rate, alternative Interest Periods or optional alternative currencies but it must reflect the cost to each the Bank of funding its participation in the Loan from whatever sources it may select plus the applicable Margin plus any applicable Mandatory MLA Cost;. (fc) each alternative basis so certified The Bank shall be binding on consult with the Obligors Borrower at least once every 14 days after the occurrence and each certifying Bank and treated as part during the continuance of the circumstances specified in the foregoing provisions of this Agreement; and (g) the Agent and the Company shall consult in good faith following any significant change in market conditions Clause 12 with a view to returning reverting to the normal provisions for the determination of the rates of interest applicable to any Loan under this Agreement.