Common use of MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES Clause in Contracts

MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES. 18.1 If, in relation to any Utilization by way of Advances (other than a Short-Term Advance), the Agent determines that at or about 11:00 a.m. on the Quotation Date for the Term in respect of such Advances none of the Reference Banks was offering to prime banks in the London Interbank Market deposits in the relevant currency for the proposed duration of such Term, then, notwithstanding such failure to offer deposits in that currency: (i) the Agent shall notify the other parties hereto of such event; (ii) such Advances shall, nevertheless, be made and the amount of interest payable in respect of any such Advance during its Term shall be determined in accordance with the following provisions of this Clause 18; and (iii) if the Agent so requires, within five days of such notification the Agent and the Borrower shall enter into negotiations with a view to agreeing upon a substitute basis for determining the rates of interest which may be applicable to such Advances and Advances in the future and any such substitute basis that is agreed shall take effect in accordance with its terms and be binding on each party hereto. Provided that the Agent may not agree any such substitute basis without the prior written consent of each Bank. 18.2 If no substitute basis is agreed upon within 10 business days pursuant to Clause 18.1(iii) in respect of such Advances, any such Advance made by a Bank pursuant to Clause 18.1(ii) shall bear interest during its Term at the rate per annum equal to the sum of the Applicable Margin at such time, the Mandatory Liquid Asset Costs Rate (if applicable) and the cost to such Bank (as certified by it in good faith to the Agent with a copy to the Borrower and expressed as a rate per annum) of funding such Advance from whatever sources it may reasonably select.

MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES. 18.1 If, (A) If a Market Disruption Event (as defined below) occurs in relation to any Utilization by way of Advances (other than a Short-Term Advance), the Agent determines that at or about 11:00 a.m. on the Quotation Date Loan for the Term in respect of such Advances none of the Reference Banks was offering to prime banks in the London Interbank Market deposits in the relevant currency for the proposed duration of such Termits Interest Period, then, notwithstanding such failure to offer deposits in that currency: (i1) the Agent shall promptly notify the other parties hereto Borrower and the Lenders accordingly giving full details of the circumstances relevant to such eventnotification; (ii2) such Advances shall, nevertheless, be made the Agent (on behalf of the Lenders) and the amount of interest payable in respect of any such Advance during its Term shall be determined in accordance after consultation with the following provisions of this Clause 18; and (iii) if the Agent so requiresLenders shall, within five days Business Days of such notification the Agent and notice, commence negotiations with the Borrower shall enter into negotiations with a view to agreeing upon a mutually acceptable substitute basis for determining the rates of interest on which such Loan or Unpaid Sum may be applicable to such Advances and Advances in the future and maintained; (3) any such substitute basis that is agreed in writing by the Agent (on behalf of and with the consent of all of the Lenders) and the Borrower within 30 days of such notice shall take effect in accordance with its terms and interest shall be binding on each party hereto. Provided that calculated as if the Agent may not agree any such substitute basis without had come into effect from the prior written consent beginning of the relevant Interest Period; (4) if no agreement is reached within 30 days, each Bank. 18.2 If no substitute basis is agreed upon within 10 business days pursuant to Clause 18.1(iii) Lender's participation in respect of such Advances, any such Advance made by a Bank pursuant to Clause 18.1(ii) Loan shall during that Interest Period bear interest during its Term at the annual rate per annum equal to the sum of the Applicable Margin at such time, the Mandatory Liquid Asset Costs Rate (if applicable) and the cost to such Bank that Lender (as certified by it in good faith to the Agent with a copy to the Borrower within 10 days of the end of that 30 day period and expressed as a percentage rate per annum) of funding its portion of such Advance Loan, during that Interest Period by whatever means that Lender reasonably determines to be most appropriate (provided that each Lender shall use its reasonable endeavours to obtain the cheapest source of funding reasonably available to it) plus the prevailing Margin (5) any substitute basis determined in accordance with this clause 9.2 shall take effect until such time as the Agent notifies the Borrower and the Lenders that none of the circumstances previously notified to the Borrower and the Lenders continue to exist whereupon the normal interest rate fixing provisions of clause 7.1 (Calculation of interest) shall apply as from whatever sources it may reasonably selectthe Quotation Day for the next Interest Period. (B) In this Agreement "Market Disruption Event" means:

MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES. 18.1 8.1 If, in relation to any Utilization by way of Advances (other than a Short-Term Advance), : 8.1.1 the Agent determines informs the Borrower that at or about 11:00 11.00 a.m. on the Quotation Date for such Advance, neither the Term in respect of such Advances Reuter Monitor Money Rates Service nor any alternative service quotation was available and none or only one of the Reference Banks was offering to prime banks in the London Interbank Market interbank market deposits in the relevant currency in which such Advance is to be denominated for the proposed duration Term of such TermAdvance; or 8.1.2 before the close of business on the Quotation Date for such Advance, the Agent has been notified by a Bank or each of a group of Banks to whom in aggregate fifty per cent. or more of the Advance to be made would be owed, that the rate at which deposits in the currency in which such Advance is to be denominated for the proposed Term of such Advance were being offered in the London interbank market does not accurately reflect the cost to it of obtaining such deposits, then, notwithstanding such failure to offer deposits in that currencythe provisions of Clause 7: (i) 8.1.3 the Agent shall notify the other parties hereto of such event; (ii) such Advances shall, nevertheless, be made and 8.1.4 the amount of interest payable in respect of any Borrower shall promptly notify the Agent whether or not it would like such Advance during its Term shall to be determined in accordance with the following provisions of this Clause 18; andmade; (iii) if the Agent so requires, within five days of such notification 8.1.5 the Agent and the Borrower shall enter into negotiations forthwith with a view to agreeing upon a substitute basis for determining the rates of interest which may be applicable to such Advances and Advances in the future and provided that such negotiations shall not continue for a period exceeding thirty days from the date when the Agent gave the notification in sub-clause 8.1.3 above; and 8.1.6 the duration of the Term of any Advance which proceeds on the basis of a rate agreed pursuant to sub-clause 8.1.5 above shall be, at the Borrower's option, for any period not exceeding one month. Any such substitute basis that is agreed shall take effect in accordance with its terms and be binding on each party hereto. Provided hereto provided that the Agent may not agree any such substitute basis without the prior written consent of each Bank. 18.2 8.2 If no substitute basis is agreed upon within 10 business days pursuant to Clause 18.1(iii) 8.1 in respect of an Advance affected by Clause 8.1 before the end of the Term of such AdvancesAdvance, each Bank's portion of any such Advance made by a Bank pursuant to Clause 18.1(ii) shall bear interest during its Term at the rate per annum equal determined by the Agent to be the sum of the Applicable Margin and the Mandatory Cost in respect thereof at such time, the Mandatory Liquid Asset Costs Rate time (if applicable) and the cost to such Bank (as certified by it in good faith to the Agent with a copy to the Borrower and expressed as a rate per annum) of funding such portion of such Advance from whatever sources source it may reasonably select.

MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES. 18.1 If, in relation to any Utilization Utilisation by way of Advances (other than a Short-Short- Term Advance), the Agent determines that at or about 11:00 11.00 a.m. on the Quotation Date for the Term in respect of such Advances none of the Reference Banks was offering to prime banks in the London Interbank Market deposits in the relevant currency for the proposed duration of such Term, then, notwithstanding such failure to offer deposits in that currency: (i) the Agent shall notify the other parties hereto of such event; (ii) such Advances shall, nevertheless, be made and the amount of interest payable in respect of any such Advance during its Term shall be determined in accordance with the following provisions of this Clause 18; and (iii) if the Agent so requires, within five days of such notification the Agent and the Borrower shall enter into negotiations with a view to agreeing upon a substitute basis for determining the rates of interest which may be applicable to such Advances and Advances in the future and any such substitute basis that is agreed shall take effect in accordance with its terms and be binding on each party hereto. hereto Provided that the Agent may not agree any such substitute basis without the prior written consent of each Bank. 18.2 If no substitute basis is agreed upon within 10 business days pursuant to Clause 18.1(iii) in respect of such Advances, any such Advance made by a Bank pursuant to Clause 18.1(ii) shall bear interest during its Term at the rate per annum equal to the sum of the Applicable Margin at such time, the Mandatory Liquid Asset Costs Rate (if applicable) and the cost to such Bank (as certified by it in good faith to the Agent with a copy to the Borrower and expressed as a rate per annum) of funding such Advance from whatever sources it may reasonably select.

MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES. 18.1 8.1 If, in relation to any Utilization by way of Advances Advance: (other than a Short-Term Advance), i) the Agent determines informs the Borrower that at or about 11:00 11.00 a.m. on the Quotation Date for such Advance, neither the Term in respect of such Advances Reuter Monitor Money Rates Service nor the Telerate Screen Service quotation was available and none or only one of the Reference Banks was offering to prime banks in the London Interbank Market (or in respect of Belgian Francs, the Brussels Interbank Market) deposits in the relevant currency in which such Advance is to be denominated for the proposed duration Term of such TermAdvance; or (ii) before the close of business on the Quotation Date for such Advance, the Agent has been notified by a Bank or each of a group of Banks to whom in aggregate fifty per cent. or more of the Advance to be made would be owed, that the rate at which deposits in the currency in which such Advance is to be denominated for the proposed Term of such Advance were being offered in the London Interbank Market (or in respect of Belgian Francs, the Brussels Interbank Market) does not accurately reflect the cost to it of obtaining such deposits, then, notwithstanding such failure to offer deposits in that currencythe provisions of Clause 7: (ia) the Agent shall notify the other parties hereto of such event; (iib) such Advances shall, nevertheless, be made and the amount of interest payable in respect of any Borrower shall promptly notify the Agent whether or not it would like such Advance during its Term shall to be determined in accordance with the following provisions of this Clause 18; andmade; (iiic) if the Agent so requires, within five days of such notification the Agent and the Borrower shall enter into negotiations forthwith with a view to agreeing upon a substitute basis for determining the rates of interest which may be applicable to such Advances and Advances in the future and Provided that such negotiations shall not continue for a period exceeding thirty days from the date when the Agent gave the notification in (a) above; and (d) the duration of the Term of any Advance which proceeds on the basis of a rate agreed pursuant to (c) above shall be, at the Borrower's option, for any period not exceeding one month. Any such substitute basis that is agreed shall take effect in accordance with its terms and be binding on each party hereto. hereto Provided that the Agent may not agree any such substitute basis without the prior written consent of each Bank. 18.2 8.2 If no substitute basis is agreed upon within 10 business days pursuant to Clause 18.1(iii) 8.1 in respect of an Advance affected by Clause 8.1 before the end of the Term of such AdvancesAdvance, each Bank's portion of any such Advance made by a Bank pursuant to Clause 18.1(ii) shall bear interest during its Term at the rate per annum equal determined by the Agent to be the sum of the Applicable Margin and Associated Costs Rate in respect thereof at such time, the Mandatory Liquid Asset Costs Rate time (if applicable) and the cost to such Bank (as certified by it in good faith to the Agent with a copy to the Borrower and expressed as a rate per annum) of funding such portion of such Advance from whatever sources source it may reasonably select.

MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES. 18.1 If, in relation to any Utilization Advance: 11.1.1 EURIBOR is to be determined by way of Advances (other than a Short-Term Advance), reference to Reference Banks and the Agent determines that at or about 11:00 a.m. 11.00 a.m., London time, on the Quotation Date for the Term in respect of such Advances Advance none or only one of the Reference Banks was offering to prime leading banks in the London Interbank Market interbank market deposits in the relevant currency euros for the proposed duration of such Term; or 11.1.2 before the close of business in London on the Quotation Date for the Term in respect of any Advance the Agent has been notified by a Bank or each of a group of Banks to which in aggregate fifty per cent. or more of the Loan is (or, if an Advance were then made, would be) owed that EURIBOR does not accurately reflect the cost to it of funding its participation in such Advance; or 11.1.3 by reason of circumstances affecting the European interbank market during any period of three consecutive Business Days, EURIBOR is not available for euro to prime banks in the European interbank market, then, notwithstanding such failure to offer deposits in that currency:the provisions of Clause 10 (Interest): (ia) the Agent shall notify the other parties hereto Borrower and the Banks of such event; (iib) if the Advance concerned is not a Rollover Advance, such Advances shallAdvance shall not be made; (c) if the Advance concerned is a Rollover Advance, nevertheless, be made and the amount duration of interest payable the Term in respect of any the Advance shall be one month; (d) if the Advance concerned is a Rollover Advance, the rate of interest applicable to such Advance from time to time during the Term in respect of such Advance shall be the rate per annum which is the sum of the Margin, the Mandatory Costs Rate in respect thereof and the rate per annum determined by the Agent to be the arithmetic mean (rounded upwards, if not already such a multiple, to the nearest whole multiple of one-sixteenth of one per cent.) of the rates notified by each Bank to the Agent before the last day of such Term to be those which express as a percentage rate per annum the cost to each Bank of funding from whatever sources it may reasonably select its portion of such Advance during its Term shall be determined in accordance with the following provisions of this Clause 18such Term; and (iiie) if the Agent or the Borrower so requires, within five days of such notification by the Agent pursuant to paragraph (a) the Agent and the Borrower shall enter into negotiations with a view to agreeing upon a substitute basis for determining the rates of interest which may be applicable to such Advances and Advances in the future and/or the terms upon which any Advance shall be maintained in the future (whether in euros or another currency) and any such substitute basis that is agreed shall take effect in accordance with its terms and be binding on each party hereto. Provided that hereto PROVIDED THAT the Agent may not agree any such substitute basis without the prior written consent of each Bank. 18.2 If no substitute basis is agreed upon within 10 business days pursuant to Clause 18.1(iii) in respect of such Advances, any such Advance made by a Bank pursuant to Clause 18.1(ii) shall bear interest during its Term at the rate per annum equal to the sum of the Applicable Margin at such time, the Mandatory Liquid Asset Costs Rate (if applicable) and the cost to such Bank (as certified by it in good faith to the Agent with a copy to the Borrower and expressed as a rate per annum) of funding such Advance from whatever sources it may reasonably select.

MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES. 18.1 6.1 MARKET DISRUPTION If, in relation to any Utilization by way Advance: (a) the relevant interbank rate is to be calculated in accordance with paragraph (b) of Advances the definition thereof in Clause 1.1 (other than a Short-DEFINITIONS) or the interest rate applicable to an Advance during the Term Advance), relating thereto falls to be determined in accordance with Clause 6.2 (INABILITY TO FUND) and the Agent determines that at or about 11:00 a.m. the relevant time specified in paragraph (b) of the definition of LIBOR or EURIBOR (as the case may be) or Clause 6.2 (INABILITY TO FUND), as the case may be, on the Quotation Date for the such Term in respect of such Advances none no more than one of the relevant Reference Banks was offering to prime banks in the London relevant Interbank Market deposits in the relevant currency for the proposed duration of such TermTerm in the currency in which such Advance is to be denominated; or (b) before the close of business in London (or, in the case of an Advance requested to be denominated in euros, Brussels) on the Quotation Date for such Advance, the Agent has been notified by a Bank or each of a group of Banks to whom in aggregate more than fifty per cent. of the aggregate amount of such Advance is (or, in the case of an undrawn Advance, if such Advance were then made, would be) owed that the rate at which such deposits were being so offered does not accurately reflect the cost to it of obtaining such deposits, then, notwithstanding such failure to offer deposits in that currency:the provisions of Clause 5 (PAYMENT AND CALCULATION OF INTEREST): (i) if paragraph (a) above applies, the Agent duration of that Term shall notify be one month or, if less, such that it shall end on the other parties hereto of such event;Final Maturity Date; and (ii) such Advances shallif either paragraph (a) or (b) above applies, nevertheless, be made and the amount rate of interest payable in respect applicable to each Bank's portion of any such Advance from time to time during its such Term shall be determined in accordance with the following provisions of this Clause 18; and (iii) if the Agent so requires, within five days of such notification the Agent and the Borrower shall enter into negotiations with a view to agreeing upon a substitute basis for determining the rates of interest which may be applicable to such Advances and Advances in the future and any such substitute basis that is agreed shall take effect in accordance with its terms and be binding on each party hereto. Provided that the Agent may not agree any such substitute basis without the prior written consent of each Bank. 18.2 If no substitute basis is agreed upon within 10 business days pursuant to Clause 18.1(iii) in respect of such Advances, any such Advance made by a Bank pursuant to Clause 18.1(ii) shall bear interest during its Term at the rate per annum equal to which is the sum of the Applicable Margin at such time, time and the Mandatory Liquid Asset Costs Rate (if applicable) and rate per annum notified to the Agent by such Bank before the last day of such Term to be that which expresses as a percentage rate per annum the cost to such Bank (as certified by it in good faith to the Agent with a copy to the Borrower and expressed as a rate per annum) of funding such Advance from whatever sources it may reasonably selectselect (with a view to minimising such cost so far as is reasonably practicable in the circumstances) its portion of such Advance during such Term.

MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES. 18.1 If, in relation to any Utilization by way of Advances (other than a Short-Short Term Advance), the Agent determines that at or about 11:00 11.00 a.m. on the Quotation Date for the Term in respect of such Advances none of the Reference Banks was offering to prime banks in the London Interbank Market deposits in the relevant currency for the proposed duration of such Term, then, notwithstanding such failure to offer deposits in that currency: (i) the Agent shall notify the other parties hereto of such event; (ii) such Advances shall, nevertheless, be made and the amount of interest payable in respect of any such Advance during its Term shall be determined in accordance with the following provisions of this Clause 18; and (iii) if the Agent so requires, within five days of such notification the Agent and the relevant Borrower shall enter into negotiations with a view to agreeing upon a substitute basis for determining the rates of interest which may be applicable to such Advances and Advances in the future and any such substitute basis that is agreed shall take effect in accordance with its terms and be binding on each party hereto. Provided that the Agent may not agree any such substitute basis without the prior written consent of each Bank. 18.2 If no substitute basis is agreed upon within 10 business days pursuant to Clause 18.1(iii) in respect of such Advances, any such Advance made by a Bank pursuant to Clause 18.1(ii) shall bear interest during its Term at the rate per annum equal to the sum of the Applicable Margin at such time, the Mandatory Liquid Asset Assets Costs Rate (if applicable) and the cost to such Bank (as certified by it in good faith to the Agent with a copy to the Borrower Borrowers and expressed as a rate per annum) of funding such Advance from whatever sources it may reasonably select.

MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES. 18.1 9.1 If, in relation to any Utilization by way of Advances (other than a Short-Term Advance), : 9.1.1 the Agent determines informs the Borrower that at or about 11:00 11.00 a.m. on the Quotation Date for such Advance, neither the Term in respect of such Advances Xxxxxx Monitor Money Rates Service nor any alternative service quotation was available and none or only one of the Reference Banks was offering to prime banks in the London Interbank Market deposits in the relevant currency in which such Advance is to be denominated for the proposed duration Term of such TermAdvance; or 9.1.2 before the close of business on the Quotation Date for such Advance, the Agent has been notified by a Bank or each of a group of Banks to whom in aggregate fifty per cent. or more of the Advance to be made would be owed, that the rate at which deposits in the currency in which such Advance is to be denominated for the proposed Term of such Advance were being offered in the London Interbank Market does not accurately reflect the cost to it of obtaining such deposits, then, notwithstanding such failure to offer deposits in that currencythe provisions of Clause 8: (i) 9.1.3 the Agent shall notify the other parties hereto of such event; (ii) such Advances shall, nevertheless, be made and 9.1.4 the amount of interest payable in respect of any Borrower shall promptly notify the Agent whether or not it would like such Advance during its Term shall to be determined in accordance with the following provisions of this Clause 18; andmade; (iii) if the Agent so requires, within five days of such notification 9.1.5 the Agent and the Borrower shall enter into negotiations forthwith with a view to agreeing upon a substitute basis for determining the rates of interest which may be applicable to such Advances and Advances in the future and provided that such negotiations shall not continue for a period exceeding thirty days from the date when the Agent gave the notification in sub-clause 9.1.3 above; and 9.1.6 the duration of the Term of any Advance which proceeds on the basis of a rate agreed pursuant to sub-clause 9.1.5 above shall be, at the Borrower’s option, for any period not exceeding one month. Any such substitute basis that is agreed shall take effect in accordance with its terms and be binding on each party hereto. Provided hereto provided that the Agent may not agree any such substitute basis without the prior written consent of each Bank. 18.2 9.2 If no substitute basis is agreed upon within 10 business days pursuant to Clause 18.1(iii) 9.1 in respect of an Advance affected by Clause 9.1 before the end of the Term of such AdvancesAdvance, each Bank’s portion of any such Advance made by a Bank pursuant to Clause 18.1(ii) shall bear interest during its Term at the rate per annum equal determined by the Agent to be the sum of the Applicable Margin and the Mandatory Cost in respect thereof at such time, the Mandatory Liquid Asset Costs Rate time (if applicable) and the cost to such Bank (as certified by it in good faith to the Agent with a copy to the Borrower and expressed as a rate per annum) of funding such portion of such Advance from whatever sources source it may reasonably select. 9.3 If a Market Disruption Event occurs in relation to Bills then neither the Agent nor the Banks will be required to accept Bills but instead the Banks shall make an Advance in Sterling with a principal amount equal to the face amount of the Bills required and a Term equivalent to the Tenor of those Bills.