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

Market disruption; non-availability. 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, 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 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 half of that Loan (or, prior to the Drawdown Date for the First Advance relating to the relevant Facility, Commitments relating to that Facility aggregating not less than one half of the Total 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 their Contributions to that Loan for such Interest Period, the Bank Agent shall forthwith give notice (a “Determination Notice”) to the Borrower and to each of the Banks. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. 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 Borrower by the Bank Agent but Interest Advances will continue to be deemed to be made in respect of that Facility pursuant (and subject) to clause 4.2. 5.6.2 During the period of ten (10) days after any Determination Notice has been given by the Bank Agent under clause 5.6.1, each Bank shall certify an alternative basis (the “Substitute Basis”) for making available or, as the case may be, maintaining its Contribution to the relevant Facility. The Substitute Basis may (without limitation) include alternative interest 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 and Mandatory Cost (if any) applicable to that Bank’s Contribution to that Facility and, with the agreement of the Borrower, the Substitute Basis may include an alternative currency or currencies. 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 Agent notifies the Borrower that none of the circumstances specified in clause 5.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall apply.

Market disruption; non-availability. 5.6.1 (A) If and whenever, at any time prior to the commencement making of any Interest Period:an Advance:- (a) (at a time when Reference Bank quotations are required having regard to the definition of “LIBOR” in clause 1.2i) the Bank Agent shall have determined, after consultation with the Reference Banks 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 in accordance with any the Term of the methods of determining LIBOR set out in paragraphs (a) and (b) of the definition of “LIBOR”; orthat Advance; (bii) where applicable, 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 (ciii) the Bank Agent shall have received notification from Banks with Contributions relating to the relevant Loan aggregating not less than one one-half of that Loan the total of the Contributions (or, prior to the Drawdown Date for the First if no Advance relating to the relevant Facilityhas been made, Commitments relating to that Facility aggregating not less than one one-half of the Total Commitments relating to that Facilityof 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 their Contributions to such Advance or, where applicable, that Loan the arithmetic mean of the quotations for LIBOR supplied by the Reference Banks does not accurately reflect the cost to such Interest PeriodBanks of obtaining such deposits, the Bank Agent shall forthwith give notice (a “Determination Notice”"DETERMINATION NOTICE") thereof to the Borrower Borrowers and to each of the BanksBanks and such Advance shall not be made. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. If a . (B) After the giving of any 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 no further Advances may be borrowed until notice to the contrary is given to the Borrower Borrowers by the Bank Agent but Interest Advances will continue to be deemed to be made in respect of that Facility pursuant (and subject) to clause 4.2Agent. 5.6.2 (C) During the period of ten twenty (1020) days after following the giving of any Determination Notice has been given by Notice, the Bank Borrowers and the Agent under clause 5.6.1, 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 “Substitute Basis”) for making available or, as the case may be, maintaining its Contribution to the relevant Facility. The Substitute Basis may (without limitation) include alternative interest 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 and Mandatory Cost (if any) applicable to that Bank’s Contribution to that Facility and, with the agreement of the Borrower"SUBSTITUTE BASIS"), the Substitute Basis may include an alternative currency or currencies. Each shall be retroactive to and effective from the first day of the relevant Term. (D) If the Borrowers and the Agent (in consultation with the Banks) fail to agree on a Substitute Basis so within such twenty (20) day period, the Borrowers shall pay interest on the Advances to each Bank at the rate certified shall be binding upon by each such Bank and notified through the Borrower and shall take effect in accordance with Agent to the Borrowers as being a reasonable interest rate reflecting the cost to such Bank of funding its terms Contribution to such Advances during the 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 Bank Agent notifies the Borrower that none of the circumstances specified in clause 5.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall applyreasonably specify.

Market disruption; non-availability. 5.6.1 3.6.1 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, after consultation with the Reference Banks 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 in accordance with any of the methods of determining LIBOR set out in paragraphs (a) and (b) of the definition of “LIBOR”Period; 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 half one-third (1/3rd) of that the Loan (or, prior to the Drawdown Date for of the First first Advance relating to the relevant Facilitybe drawn down, from Banks with Commitments relating to that Facility aggregating not less than one half one-third (1/3rd) of the Total Commitments relating to that Facility) 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 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 Borrower Borrowers and to each of the BanksBanks and the Swap Provider. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. If a After the giving of any 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 Borrower Borrowers by the Bank Agent but Interest Advances will continue to be deemed to be made in respect of that Facility pursuant (and subject) to clause 4.2Agent. 5.6.2 3.6.2 During the period of ten (10) days after any Determination Notice has been given by the Bank Agent under clause 5.6.13.6.1, each Bank shall certify an alternative basis (the “Substitute Alternative Basis”) for making available or, as the case may be, maintaining its Contribution to Contribution. The Alternative Basis may at the relevant Facility. The Substitute Basis may Bank’s sole and unfettered discretion include (without limitation) include alternative interest periods periods, alternative currencies 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 Margin. The Agent shall calculate the arithmetic mean of each Alternative Basis provided by the relevant Banks (the “Substitute Basis”) and Mandatory Cost (if any) applicable certify the same to that Bank’s Contribution to that Facility and, with the agreement of the BorrowerBorrowers, the Substitute Basis may include an alternative currency or currenciesBanks and the Swap Provider. Each The 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 Agent notifies the Borrower Borrowers that none of the circumstances specified in clause 5.6.1 3.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall apply.

Market disruption; non-availability. 5.6.1 6.6.1 If and whenever, at any time prior to the commencement making of any Interest Periodan Advance: (a) (at a any time when Reference Bank quotations are required having regard to the definition of “"LIBOR” " and "EURIBOR" in clause 1.2) the Bank Agent shall have determineddetermined 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 Period in accordance with any or EURIBOR (as appropriate) for the relevant Term or if none 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 relevant Reference Banks supplies the Bank Agent with a quotation for the purpose of calculating LIBOR or EURIBOR (where such a quotation is required having regard to paragraph (b) of the definition of “LIBOR” in clause 1.2as appropriate); or (cb) the Bank 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 relating to in respect of the relevant Loan Revolving Credit Facility aggregating not less than one half one-third of that Loan the Total Outstandings in respect of the Revolving Credit Facility (or, prior to the Drawdown Date for the First Advance relating to the relevant Facilityfirst Utilisation Date, Commitments relating to that in respect of the Revolving Credit Facility aggregating not less than one half one-third of the Total Commitments relating to Commitments), that Facility) 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 their Contributions the amount which they have or are to subscribe in relation to such Advance or that Loan for LIBOR or EURIBOR (as appropriate) does not accurately reflect the cost to the Working Capital Bank or such Interest PeriodBanks (as the case may be) of obtaining such deposits, the Bank Agent shall forthwith give notice (a “Determination Notice”"DETERMINATION NOTICE") to the Original Borrower and to each of the BanksBanks or the Working Capital Bank (as the case may be) and such Advance shall not be made. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. If a . 6.6.2 After the giving of any 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 Commitments in respect of that 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 Borrower by the Bank Agent but Interest Advances will continue to be deemed to be made in respect issue of that Facility pursuant (and subject) to clause 4.2. 5.6.2 During the period of ten (10) days after any Determination Notice has been given by the Bank Agent under clause 5.6.1, each Bank shall certify an alternative basis (the “Substitute Basis”) for making available or, as the case may be, maintaining its Contribution to the relevant Facility. The Substitute Basis may (without limitation) include alternative interest 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 and Mandatory Cost (if any) applicable to that Bank’s Contribution to that Facility and, with the agreement of the Borrower, the Substitute Basis may include an alternative currency or currencies. 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 Agent notifies the Borrower that none of the circumstances specified in clause 5.6.1 have ceased. 6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall apply.

Market disruption; non-availability. 5.6.1 3.6.1 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, after consultation with the Reference Banks 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 in accordance with any of the methods of determining LIBOR set out in paragraphs (a) and (b) of the definition of “LIBOR”Period; or (b) none or only one of the Reference Banks supplies Bank does not supply the Bank Agent with a quotation for the purpose 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 Bank Agent shall have received notification from Banks with Contributions relating to the relevant Loan aggregating not less than one half one-third ( 1⁄3rd) of that the Loan (or, prior to the Drawdown Date for of the First first Advance relating to the relevant Facility, be drawn down from Banks with Commitments relating to that Facility aggregating not less than one half one-third ( 1⁄3rd) of the Total Commitments relating to that Facility) 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 to that Loan for such Interest PeriodPeriod or that LIBOR does not accurately reflect the cost to such Banks of obtaining such deposits, the Bank Agent shall forthwith give notice (a “Determination Notice”) thereof to the Borrower Borrowers and to each of the Banks. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. If a After the giving of any 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 Borrower Borrowers by the Bank Agent but Interest Advances will continue to be deemed to be made in respect of that Facility pursuant (and subject) to clause 4.2Agent. 5.6.2 3.6.2 During the period of ten (10) days after any Determination Notice has been given by the Bank Agent under clause 5.6.13.6.1, each Bank shall certify an alternative basis (the “Substitute Alternative Basis”) for making available or, as the case may be, maintaining its Contribution to Contribution. The Alternative Basis may at the relevant Facility. The Substitute Basis may Bank’s sole and unfettered discretion include (without limitation) include alternative interest periods periods, alternative currencies 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 and Mandatory Cost (if any) applicable to that Bank’s Contribution to that Facility and, with Margin. The Agent shall calculate the agreement arithmetic mean of the Borrower, Alternative Bases provided by the relevant Banks (the “Substitute Basis may include an alternative currency or currenciesBasis”) and certify the same to the Borrowers and the Banks. Each The 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 Agent notifies the Borrower Borrowers that none of the circumstances specified in clause 5.6.1 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. 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 Facility Agent shall have 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 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 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 Bank Facility Agent shall have received notification from Banks Lenders with Contributions relating to the relevant Loan aggregating not less than one half of that Loan (or, prior to the Drawdown Date for the First Advance relating to the relevant Facility, Commitments relating to that Facility aggregating not less than one half of the Total 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 their Contributions to that Loan for such Interest Period, the Bank Facility Agent shall forthwith give notice (a “Determination Notice”) to the Borrower and to each of the BanksLenders. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. 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 Borrower by the Bank Facility Agent but Interest Advances will continue to be deemed to be made in respect of that Facility pursuant (and subject) to clause 4.2. 5.6.2 During the period of ten (10) days after any Determination Notice has been given by the Bank Facility Agent under clause 5.6.1, each Bank Lender shall certify an alternative basis (the “Substitute Basis”) for making available or, as the case may be, maintaining its Contribution to the relevant Facility. The Substitute Basis may (without limitation) include alternative interest 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 and Mandatory Cost (if any) applicable to that BankLender’s Contribution to that Facility and, with the agreement of the Borrower, the Substitute Basis may include an alternative currency or currencies. 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 Facility Agent notifies the Borrower that none of the circumstances specified in clause 5.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall apply.

Market disruption; non-availability. 5.6.1 3.6.1 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, after consultation with the Reference Banks 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 in accordance with any of the methods of determining LIBOR set out in paragraphs (a) and (b) of the definition of “LIBOR”Period; or (b) none or only one of the Reference Banks supplies Bank does not supply the Bank Agent with a quotation for the purpose 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 Bank Agent shall have received notification from Banks with whose aggregate Contributions relating to the relevant Loan aggregating are not less than one half one-third (1/3rd) of that the Loan or (or, prior to the Drawdown Date for the First Advance relating to the relevant Facility, whose aggregate Commitments relating to that Facility aggregating are not less than one half one-third (1/3rd) of the Total Commitments relating to that Facility) 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 their Contributions to that Loan for such Interest PeriodPeriod or that LIBOR does not accurately reflect the cost to such Banks of obtaining such deposits, the Bank Agent shall forthwith give notice (a “"Determination Notice”") thereof to the Borrower and to each of the BanksBanks and the Swap Provider. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. If a After the giving of any 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 Borrower by the Bank Agent but Interest Advances will continue to be deemed to be made in respect of that Facility pursuant (and subject) to clause 4.2Agent. 5.6.2 3.6.2 During the period of ten (10) days after any Determination Notice has been given by the Bank Agent under clause 5.6.13.6.1, each Bank shall certify an alternative basis (the “Substitute "Alternative Basis”") for making available or, as the case may be, funding its Commitment and/or for maintaining its Contribution to Contribution. The Alternative Basis may at the relevant Facility. The Substitute Basis may Bank's sole and unfettered discretion (without limitation) include alternative interest periods periods, alternative currencies 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 aboveincluding Mandatory Cost, if any) equivalent to the Margin Margin. The Agent shall calculate the arithmetic mean of the Alternative Bases provided by the relevant Banks (the "Substitute Basis") and Mandatory Cost (if any) applicable certify the same to that Bank’s Contribution to that Facility and, with the agreement of the Borrower, the Substitute Basis may include an alternative currency or currenciesBanks and the Swap Provider. Each The 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 Agent notifies the Borrower that none of the circumstances specified in clause 5.6.1 3.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall apply.

Market disruption; non-availability. 5.6.1 (a) If and whenever, at any time prior to the commencement of any Interest Period: (ai) (at a time when Reference Bank quotations are required having regard to the definition of “LIBOR” each of the Relevant Rates in clause 1.2) the Bank Facility Agent shall have determineddetermined 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 in accordance with any of the methods of determining LIBOR set out in paragraphs (a) and (b) of the definition of “LIBOR”Period; or (bii) none or only one of the Reference Banks supplies the Bank Facility Agent with a quotation for the purpose of calculating LIBOR the Relevant Rate (where such a quotation is required having regard to paragraph (b) of the definition of “LIBOR” each of the Relevant Rates in clause 1.2); or (ciii) the Bank Facility Agent shall have received notification from Banks the Lenders with Contributions relating to the relevant Loan Commitments aggregating not less than one half one-third of that Loan the Outstandings (or, prior to the first Drawdown Date for the First Advance relating to the relevant FacilityDate, Commitments relating to that Facility aggregating not less than one half one-third of the Total Commitments relating to that FacilityCommitments) 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 their Contributions to that Loan Commitments for such Interest PeriodPeriod or that any Relevant Rate does not accurately reflect the cost to such Lenders of obtaining such deposits, the Bank Facility Agent shall forthwith give notice (a “"Determination Notice”") to the relevant Borrower or the Borrowers, as the case may be, and to each of the BanksLenders. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. If a After the giving of any 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 Commitments shall not be borrowed until notice to the contrary is given to the Borrower Borrowers by the Bank Agent but Interest Advances will continue to be deemed to be made in respect of that Facility pursuant (and subject) to clause 4.2Agent. 5.6.2 (b) During the period of ten (10) days after any Determination Notice has been given by the Bank Facility Agent under clause 5.6.15.7(a), each Bank Lender shall certify an alternative basis (the “"Substitute Basis”") for making available or, as the case may be, maintaining its Contribution to the relevant FacilityCommitment. The Substitute Basis may (without limitation) include alternative interest periods 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 (as such cost of funds is determined in accordance with the provisions of clauses 5.3.2 and/or 5.3.3 above) Lender equivalent to the Margin and Mandatory Cost (if any) applicable to that Bank’s Contribution to that Facility and, with the agreement of the Borrower, the Substitute Basis may include an alternative currency or currenciesrelevant Margin. Each Substitute Basis so certified shall be binding upon the relevant Borrower and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Bank Facility Agent notifies the relevant Borrower or the Borrowers, as the case may be, that none of the circumstances specified in clause 5.6.1 5.7(a) continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall apply.

Market disruption; non-availability. 5.6.1 (a) 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, 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 in accordance with any of the methods of determining LIBOR set out in paragraphs (a) and (b) of the definition of “LIBOR”; or (bi) 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” LIBOR in clause 1.21.1); or (cii) the Bank Agent shall have received notification from Banks with Contributions relating to the relevant Loan aggregating not less than one half one-third of that Loan (or, prior to the Drawdown Date for the First Advance relating to the relevant Facility, Advance or Commitments relating to that Facility aggregating not less than one half one-third of the Total Commitments relating to that Facility) 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 their Contributions to that Loan for such Interest PeriodPeriod or that LIBOR does not accurately reflect the cost to such Banks of obtaining such deposits, the Bank Agent shall forthwith give notice (a “Determination Notice”DETERMINATION NOTICE) to the Borrower and to each of the Banks. A Determination Notice shall contain Banks containing particulars of the relevant circumstances giving rise to its issue. If a After the giving of any 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 Commitments may still be borrowed until notice drawn down (subject to the contrary is given to the Borrower by the Bank Agent other terms of this Agreement) but Interest Advances will continue to be deemed to be made on a Substitute Basis in respect of that Facility pursuant (and subject) to accordance with clause 4.213.4(b). 5.6.2 (b) During the period of ten (10) 10 days after any the Determination Notice has been given by the Bank Agent under clause 5.6.1, each Bank 13.4 (a) the relevant Banks shall (having consulted in good faith with the Borrower) certify an alternative basis (the “Substitute Basis”SUBSTITUTE BASIS) for making available or, as the case may be, maintaining its Contribution to the relevant Facilitytheir Contributions. The Substitute Basis may (without limitation) include alternative interest periods periods, alternative currencies or alternative rates of interest but shall include a margin above the cost of funds (including Additional Cost) 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) relevant Banks equivalent to the Margin and Mandatory Cost (if any) applicable to that Bank’s Contribution to that Facility and, with the agreement of the Borrower, the Substitute Basis may include an alternative currency or currenciesMargin. 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 Agent notifies the Borrower that none of the circumstances specified in clause 5.6.1 13.4(a) continues to exist exist, whereupon the normal interest rate fixing provisions of this Agreement shall apply.

Market disruption; non-availability. 5.6.1 (A) If and whenever, at any time prior to the commencement making of any Interest Period:an Advance:- (a) (at a time when Reference Bank quotations are required having regard to the definition of “LIBOR” in clause 1.2i) the Bank Agent shall have determined, after consultation with the Reference Banks 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 in accordance with any the Term of the methods of determining LIBOR set out in paragraphs (a) and (b) of the definition of “LIBOR”; orthat Advance; (bii) where applicable, 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 (ciii) the Bank Agent shall have received notification from Banks with Contributions relating to the relevant Loan Commitments aggregating not less than one one-half of that Loan the total of the Commitments (or, prior to the Drawdown Date for the First if no Advance relating to the relevant Facilityhas been made, Commitments relating to that Facility aggregating not less than one one-half of the Total Commitments relating to that Facilityof 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 their Contributions to such Advance or, where applicable, that Loan the arithmetic mean of the quotations for LIBOR supplied by the Reference Banks does not accurately reflect the cost to such Interest PeriodBanks of obtaining such deposits, the Bank Agent shall forthwith give notice (a “Determination Notice”"DETERMINATION NOTICE") thereof to the Borrower and to each of the BanksBanks and such Advance shall not be made. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. If a . (B) After the giving of any 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 no further Advances may be borrowed until notice to the contrary is given to the Borrower by the Bank Agent but Interest Advances will continue to be deemed to be made in respect of that Facility pursuant (and subject) to clause 4.2Agent. 5.6.2 (C) During the period of ten twenty (1020) days after following the giving of any Determination Notice has been given by Notice, the Bank Borrower and the Agent under clause 5.6.1, 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 “Substitute Basis”) for making available or, as the case may be, maintaining its Contribution to the relevant Facility. The Substitute Basis may (without limitation) include alternative interest 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 and Mandatory Cost (if any) applicable to that Bank’s Contribution to that Facility and, with the agreement of the Borrower"SUBSTITUTE BASIS"), the Substitute Basis may include an alternative currency or currencies. Each Substitute Basis so certified shall be binding upon 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 take effect in accordance with pay interest on the Advances to each Bank at the rate certified by each such Bank and notified through the Agent to the Borrower as being a reasonable interest rate reflecting the cost to such Bank of funding its terms Contribution to such Advances during the 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 Bank Agent notifies the Borrower that none of the circumstances specified in clause 5.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall applyreasonably specify.

Market disruption; non-availability. 5.6.1 3.6.1 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, after consultation with the Reference Banks 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 in accordance with any of the methods of determining LIBOR set out in paragraphs (a) and (b) of the definition of “LIBOR”Period; or (b) none or only one of the Reference Banks supplies the Bank Agent with a quotation for the purpose 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 Bank Agent shall have received notification from Banks with Contributions relating to the relevant Loan aggregating not less than one half one-third (1/3) of that the Loan (or, prior to the Drawdown Date for of the First first Advance relating to the relevant Facility, be drawn down from Banks with Commitments relating to that Facility aggregating not less than one half one-third (1/3) of the Total Commitments relating to that Facility) 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 to that Loan for such Interest Period, or that LIBOR does not accurately reflect the Bank cost to such Banks of obtaining such deposits, the Agent shall forthwith give notice (a “"Determination Notice”") thereof to the Borrower Borrowers and to each of the Banks. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. If a After the giving of any 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 Borrower Borrowers by the Bank Agent but Interest Advances will continue to be deemed to be made in respect of that Facility pursuant (and subject) to clause 4.2Agent. 5.6.2 3.6.2 During the period of ten (10) days after any Determination Notice has been given by the Bank Agent under clause 5.6.13.6.1, each Bank shall certify an alternative basis (the “Substitute "Alternative Basis”") for making available or, as the case may be, maintaining its Contribution to Contribution. The Alternative Basis may at the relevant Facility. The Substitute Basis may Bank's sole and unfettered discretion include (without limitation) include alternative interest periods periods, alternative currencies 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 and Mandatory Cost (if any) applicable to that Bank’s Contribution to that Facility and, with Margin. The Agent shall calculate the agreement arithmetic mean of the BorrowerAlternative Bases provided by the relevant Banks (the "Substitute Basis") and certify the same to the Borrowers, the Substitute Basis may include an alternative currency or currenciesBanks and the Swap Providers. Each The 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 Agent notifies the Borrower Borrowers that none of the circumstances specified in clause 5.6.1 3.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall apply.

Market disruption; non-availability. 5.6.1 3.6.1 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, after consultation with the Reference Banks 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 in accordance with any of the methods of determining LIBOR set out in paragraphs (a) and (b) of the definition of “LIBOR”Period; or (b) none or only one of the Reference Banks supplies the Bank Agent with a quotation for the purpose 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 Bank Agent shall have received notification from Banks with Contributions relating to the relevant Loan aggregating not less than one half one-third (1/3 rd) of that the Loan (or, prior to the Drawdown Date for of the First first Advance relating to the relevant Facility, be drawn down from Banks with Commitments relating to that Facility aggregating not less than one half one-third (1/3 rd) of the Total Commitments relating to that Facility) 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 to that Loan for such Interest Period, the Bank Agent shall forthwith give notice (a “Determination Notice”) thereof to the Borrower Borrowers and to each of the Banks. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. If a After the giving of any 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 Borrower Borrowers by the Bank Agent but Interest Advances will continue to be deemed to be made in respect of that Facility pursuant (and subject) to clause 4.2Agent. 5.6.2 3.6.2 During the period of ten (10) days after any Determination Notice has been given by the Bank Agent under clause 5.6.13.6.1, each Bank shall certify an alternative basis (the “Substitute Alternative Basis”) for making available or, as the case may be, maintaining its Contribution to Contribution. The Alternative Basis may at the relevant Facility. The Substitute Basis may Bank’s sole and unfettered discretion include (without limitation) include alternative interest periods periods, alternative currencies 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 and Mandatory Cost (if any) applicable to that Bank’s Contribution to that Facility and, with Margin. The Agent shall calculate the agreement arithmetic mean of the BorrowerAlternative Bases provided by the relevant Banks (the “Substitute Basis”) and certify the same to the Borrowers, the Substitute Basis may include an alternative currency or currenciesBanks and the Swap Providers. Each The 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 Agent notifies the Borrower Borrowers that none of the circumstances specified in clause 5.6.1 3.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall apply.

Market disruption; non-availability. 5.6.1 5.12.1 If and whenever, at any time prior to the commencement of any Interest PeriodPeriod in respect of any Advance: (a) (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, after consultation with the Reference Banks determined (which determination shall, in the absence of manifest error, be conclusive), acting reasonably) that adequate and fair means do not exist for ascertaining LIBOR during such Interest Period in accordance with any of the methods of determining LIBOR set out in paragraphs (a) and (b) of the definition of “LIBOR”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 Banks Lenders 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 Lenders whose participations in the relevant Loan aggregating Advance aggregate not less than one half one-third of that Loan (or, prior to the Drawdown Date for the First Advance relating to the relevant Facility, Commitments relating to that Facility aggregating not less than one half of the Total Commitments relating to that Facility) 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 contributions to that Loan the 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”) thereof to the Borrower and to each of the Banks. A Determination Notice shall contain Lenders participating in that Advance containing particulars of the relevant circumstances giving rise to its issue. If a After the giving of any 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 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 Borrower TCN by the Bank Agent but Interest Advances will continue to be deemed to be made in respect of that Facility pursuant (and subject) to clause 4.2Agent. 5.6.2 5.12.2 During the period of ten (10) 10 days after any Determination Notice has been given by the Bank Agent under clause 5.6.15.12.1, (i) if TCN so requires, TCN and the Agent and each Bank Facility A Lender, Facility B Lender or relevant Facility D Lender shall certify an alternative 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 (the “Substitute Basis”) for making available or, 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, maintaining the Agent and each relevant Lender pursuant to paragraph (i) above, each relevant Lender shall certify a substitute basis for funding its Contribution contribution to the relevant FacilityAdvance reflecting its costs of funds from whatever sources it may reasonably select. The Substitute Basis Such substitute basis may (without limitation) include alternative interest periods 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 (as such cost of funds is Lender equivalent to the Margin for the relevant Interest Period determined in accordance with clause 5.2, clause 5.3 or clause 5.4 (as the provisions of clauses 5.3.2 and/or 5.3.3 above) equivalent to the Margin and Mandatory Cost (if any) applicable to that Bank’s Contribution to that Facility and, with the agreement of the Borrower, the Substitute Basis case may include an alternative currency or currenciesbe). Each Substitute Basis substitute basis so agreed in accordance with (i) or, failing such agreement, certified in accordance with (ii) shall be binding upon the Borrower Borrower, 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 Bank Agent notifies the Borrower that none of the circumstances specified in clause 5.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall applyNotice.

Market disruption; non-availability. 5.6.1 (a) 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 1.2i) the Bank Agent shall have determined, after consultation with the Reference Banks 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 in accordance with any of the methods of determining LIBOR set out in paragraphs (a) and (b) of the definition of “LIBOR”Period; or (bii) 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 (ciii) the Bank Agent shall have received notification from Banks with Contributions relating to the relevant Loan aggregating not less than one half of that Loan (or, prior to the Drawdown Date for the First Advance relating to the relevant Facility, Commitments relating to that Facility aggregating not less than one half one-third of the Total Commitments relating to that Facility) Loan 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 contributions to that Loan the relevant Advance for such Interest Period, Period or that LIBOR does not accurately reflect the Bank cost to such Banks of obtaining such deposits; the Agent shall forthwith give notice (a “"Determination Notice”") thereof to the Borrower and to each of the Banks. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. If a After the giving of any 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 Commitments of that Facility all of the Banks shall not be borrowed until notice to the contrary is given to the Borrower by the Bank Agent but Interest Advances will continue to be deemed to be made in respect of that Facility pursuant (and subject) to clause 4.2Agent. 5.6.2 (b) During the period of ten (10) 10 days after any Determination Notice has been given by the Bank Agent under clause 5.6.15.10(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 “Substitute Basis”) for making available or, as the case may be, maintaining funding its Contribution contribution to the relevant FacilityAdvance. The Substitute Basis Such substitute basis may (without limitation) include alternative interest periods 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 (as such cost of funds is equivalent to the Margin for the relevant Interest Period determined in accordance with the provisions of clauses 5.3.2 and/or 5.3.3 above) equivalent to the Margin 5.2 and Mandatory Cost 5.3 (if any) applicable to that Bank’s Contribution to that Facility and, with the agreement of the Borrower, the Substitute Basis may include an alternative currency or currenciesas applicable). Each Substitute Basis substitute basis so agreed in accordance with (i) or, failing such agreement, certified in accordance with (ii) shall be binding upon the Borrower Borrower, 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 Bank Agent notifies the Borrower that none of the circumstances specified in clause 5.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall applyNotice.

Market disruption; non-availability. 5.6.1 (A) If and whenever, at any time prior to the commencement making of any Interest Period:an Advance:- (a) (at a time when Reference Bank quotations are required having regard to the definition of “LIBOR” in clause 1.2i) the Bank Agent shall have determined, after consultation with the Reference Banks 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 in accordance with any the Term of the methods of determining LIBOR set out in paragraphs (a) and (b) of the definition of “LIBOR”; orthat Advance; (bii) where applicable, 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 (ciii) the Bank Agent shall have received notification from Banks with Contributions relating to the relevant Loan Commitments aggregating not less than one one-half of that Loan the total of the Commitments (or, prior to the Drawdown Date for the First if no Advance relating to the relevant Facilityhas been made, Commitments relating to that Facility aggregating not less than one one-half of the Total Commitments relating to that Facilityof 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 their Contributions to such Advance or, where applicable, that Loan the arithmetic mean of the quotations for LIBOR supplied by the Reference Banks does not accurately reflect the cost to such Interest PeriodBanks of obtaining such deposits, the Bank Agent shall forthwith give notice (a “Determination Notice”"DETERMINATION NOTICE") thereof to the Borrower and to each of the BanksBanks and such Advance shall not be made. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. If a . (B) After the giving of any 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 no further Advances may be borrowed until notice to the contrary is given to the Borrower by the Bank Agent but Interest Advances will continue to be deemed to be made in respect of that Facility pursuant (and subject) to clause 4.2Agent. 5.6.2 (C) During the period of ten twenty (1020) days after following the giving of any Determination Notice has been given by Notice, the Bank Borrower and the Agent under clause 5.6.1, 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 “"SUBSTITUTE BASIS") the Substitute Basis”Basis shall be retroactive to and effective from the first day of the relevant Term. (D) for making available orIf 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 rate certified by each such Bank and notified through the Agent to the Borrower as being a reasonable interest rate reflecting the case may be, maintaining cost to such Bank of funding its Contribution to such Advances during the period from the date of the relevant Facility. The Substitute Basis may (without limitation) include alternative interest 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 Determination Notice, plus the Margin and Mandatory Cost such rate plus the Margin shall be the Substitute Basis. (if anyE) applicable So long as any Substitute Basis is in force, the Agent shall from time to time (but at least monthly) and in consultation with the Banks review whether or not the circumstances are such that Bank’s Contribution to that Facility such Substitute Basis is no longer necessary and, with if the agreement of Agent so determines it shall notify the Borrower, Borrower and the Banks that the Substitute Basis may include an alternative currency or currencies. Each Substitute Basis so certified shall cease to be binding upon the Borrower and shall take effect in accordance with its terms effective from the such date specified in the Determination Notice until such time as the Bank Agent notifies the Borrower that none of the circumstances specified in clause 5.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall applyreasonably specify.

Market disruption; non-availability. 5.6.1 3.6.1 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, after consultation with the Reference Banks 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 in accordance with any of the methods of determining LIBOR set out in paragraphs (a) and (b) of the definition of “LIBOR”Period; or (b) none or only one of the Reference Banks supplies the Bank Agent with a quotation for the purpose 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 Bank Agent shall have received notification from Banks with Contributions relating to the relevant Loan aggregating not less than one half one-third (1/3rd) of that the Loan (or, prior to the Drawdown Date for the First Advance relating to the relevant FacilityDate, from Banks with Commitments relating to that Facility aggregating not less than one half one-third (1/3rd) of the Total Commitments relating Commitment) (for the purposes of this clause 3.6, each Bank which have given such notice to that Facility) 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 their Contributions to that Loan for such Interest PeriodPeriod or that LIBOR does not accurately reflect the cost to such Banks of obtaining such deposits, the Bank Agent shall forthwith give notice (a “Determination Notice”) thereof to the Borrower Borrowers and to each of the BanksBanks and the Swap Providers. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. If a After the giving of any 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 by the Borrowers until notice to the contrary is given to the Borrower Borrowers by the Bank Agent but Interest Advances will continue that none of the events specified in this clause 3.6.1 continues to be deemed to be made in respect of that Facility pursuant (and subject) to clause 4.2exist. 5.6.2 3.6.2 During the period of ten (10) days after any Determination Notice has been given by the Bank Agent under clause 5.6.13.6.1, 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 “Substitute Basis”) for making available oreach 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 case may be, 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 Facility. prepayment of its Contribution. 3.6.3 The Substitute Basis may (without limitation) include alternative interest periods periods, alternative currencies or alternative rates of interest but shall include a margin above the cost of funds to such Bank the Banks (as such cost of funds is determined in accordance with the provisions of clauses 5.3.2 and/or 5.3.3 above) equivalent agreed pursuant to the Margin and Mandatory Cost (if any) applicable to that Bank’s Contribution to that Facility and, with the agreement of the Borrower, the Substitute Basis may include an alternative currency or currencies. 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 Agent notifies the Borrower that none of the circumstances specified in clause 5.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall apply3.

Market disruption; non-availability. 5.6.1 (a) 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 1.2i) the Bank Administrative Agent shall have determined, after consultation with the Reference Banks 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 in accordance with any of the methods of determining LIBOR set out in paragraphs (a) and (b) of the definition of “LIBOR”LIBOR in clause 1.2; or (bii) where applicable, none or only one of the Reference Banks supplies the Bank Administrative 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 (ciii) the Bank Administrative Agent shall have received notification from Banks with Contributions relating to the relevant Loan aggregating not less more than one half third of that the Loan (or, prior to the Drawdown Date for the First Advance relating to the relevant FacilityDate, Commitments relating to that Facility aggregating not less than one half third of the Total Commitments relating to that FacilityCommitments) 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 their Contributions to that Loan for such Interest PeriodPeriod or, 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, the Bank Administrative Agent shall forthwith give notice (a “"Determination Notice”") thereof to the Borrower and to each of the Banks. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. If a . (b) After the giving of any Determination Notice is given in relation to a Facility at any time during the Availability Period of that Facility Notice, the undrawn amount of the Total Commitment of that Facility shall not be borrowed until notice to the contrary is given to the Borrower by the Bank Agent but Interest Advances will continue to be deemed to be made in respect of that Facility pursuant (and subject) to clause 4.2Administrative Agent. 5.6.2 (c) During the period of ten (10) 10 days after any Determination Notice has been given by the Bank Administrative Agent under clause 5.6.1, 3.7(a) each Bank shall certify an alternative basis (the “"Substitute Basis”") for making available or, as the case may be, maintaining its Contribution to the relevant FacilityContribution. The Substitute Basis may (without limitation) include alternative interest periods 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 (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 and Mandatory Cost (if any) applicable to that Bank’s Contribution to that Facility and, with the agreement of the Borrower, the Substitute Basis may include an alternative currency or currenciesMargin. 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 Administrative Agent notifies the Borrower that none of the circumstances specified in clause 5.6.1 3.7 (a) continues to exist whereupon the normal interest rate fixing provisions of this the Agreement shall apply.

Market disruption; non-availability. 5.6.1 (a) 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 1.2i) the Bank Agent shall have determined, after consultation with the Reference Banks 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 in accordance with any of the methods of determining LIBOR set out in paragraphs (a) and (b) of the definition of “LIBOR”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 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 (ciii) the Bank Agent shall have received notification from Banks with Contributions relating to the relevant Loan aggregating not less than one half of that Loan (or, prior to the Drawdown Date for the First Advance relating to the relevant Facility, Commitments relating to that Facility aggregating not less than one half one-third of the Total Commitments relating to that Facility) Loan 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 contributions to that Loan the relevant Advance for such Interest Period, Period or that LIBOR does not accurately reflect the Bank cost to such Banks of obtaining such deposits; the Agent shall forthwith give notice (a “"Determination Notice”") thereof to the Borrower and to each of the Banks. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. If a After the giving of any 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 Commitments of that Facility all of the Banks shall not be borrowed until notice to the contrary is given to the Borrower by the Bank Agent but Interest Advances will continue to be deemed to be made in respect of that Facility pursuant (and subject) to clause 4.2Agent. 5.6.2 (b) During the period of ten (10) 10 days after any Determination Notice has been given by the Bank Agent under clause 5.6.15.8(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 “Substitute Basis”) for making available or, as the case may be, maintaining funding its Contribution contribution to the relevant FacilityAdvance. The Substitute Basis Such substitute basis may (without limitation) include alternative interest periods 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 (as such cost of funds is equivalent to the Margin for the relevant Interest Period determined in accordance with the provisions of clauses 5.3.2 and/or 5.3.3 above) equivalent to the Margin 5.2 and Mandatory Cost 5.3 (if any) applicable to that Bank’s Contribution to that Facility and, with the agreement of the Borrower, the Substitute Basis may include an alternative currency or currenciesas applicable). Each Substitute Basis substitute basis so agreed in accordance with (i) or, failing such agreement, certified in accordance with (ii) shall be binding upon the Borrower Borrower, 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 Bank Agent notifies the Borrower that none of the circumstances specified in clause 5.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall applyNotice.

Market disruption; non-availability. 5.6.1 3.6.1 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, after consultation with the Reference Banks 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 in accordance with any of the methods of determining LIBOR set out in paragraphs (a) and (b) of the definition of “LIBOR”; orPeriod; (b) none 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 Bank Agent with a quotation for the purpose purposes of calculating LIBOR (where such a quotation is required having regard being unable on reasonable grounds and not just unwilling to paragraph (b) of the definition of “LIBOR” in clause 1.2do so); or (c) the Bank Agent shall have received notification from Banks with Contributions relating to the relevant Loan aggregating not less than one half one-third (1/3rd) of that the Loan (or, prior to the Drawdown Date for of the First first Advance relating to the relevant Facilitybe drawn down, from Banks with Commitments relating to that Facility aggregating not less than one half one-third (1/3rd) of the Total Commitments relating to that Facility) 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 their Contributions to that Loan for such Interest PeriodPeriod or that LIBOR does not accurately reflect the cost to such Banks of obtaining such deposits, the Bank Agent shall forthwith give notice (a “"Determination Notice”") thereof to the Borrower Borrowers and to each of the Banks. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. If a After the giving of any 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 Borrower Borrowers by the Bank Agent but Interest Advances will continue to be deemed to be made in respect of that Facility pursuant (and subject) to clause 4.2Agent. 5.6.2 3.6.2 During the period of ten (10) days after any Determination Notice has been given by the Bank Agent under clause 5.6.13.6.1, 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 “"Substitute Basis”") for making available ormaintaining 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 case may be, increased cost (if any) of maintaining its Contribution during the period of negotiation referred to the relevant Facility. The in this clause 3.6 until such prepayment. 3.6.3 Each Substitute Basis may include (without limitation) include alternative interest periods periods, alternative currencies or alternative rates of interest but shall include a margin above the cost of funds to such the relevant 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 and Mandatory Cost (if any) applicable to that Bank’s Contribution to that Facility and, with the agreement of the Borrower, the Substitute Basis may include an alternative currency or currenciesMargin. 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 Agent notifies the Borrower Borrowers that none of the circumstances specified in clause 5.6.1 3.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall apply.

Market disruption; non-availability. 5.6.1 3.6.1 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, after consultation with the Reference Banks 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 in accordance with any of the methods of determining LIBOR set out in paragraphs (a) and (b) of the definition of “LIBOR”Period; or (b) none or only one of the Reference Banks supplies the Bank Agent with a quotation for the purpose 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 Bank Agent shall have received notification from Banks with Contributions relating to the relevant Loan aggregating not less than one half one-third (⅓rd) of that the Loan (or, prior to the Drawdown Date for of the First first Advance relating to the relevant Facility, be drawn down from Banks with Commitments relating to that Facility aggregating not less than one half one-third (⅓rd) of the Total Commitments relating to that Facility) 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 to that Loan for such Interest PeriodPeriod or that LIBOR does not accurately reflect the cost to such Banks of obtaining such deposits, the Bank Agent shall forthwith give notice (a “"Determination Notice”") thereof to the Borrower Borrowers and to each of the Banks. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. If a After the giving of any 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 Borrower Borrowers by the Bank Agent but Interest Advances will continue to be deemed to be made in respect of that Facility pursuant (and subject) to clause 4.2Agent. 5.6.2 3.6.2 During the period of ten (10) days after any Determination Notice has been given by the Bank Agent under clause 5.6.13.6.1, each Bank shall certify an alternative basis (the “Substitute "Alternative Basis”") for making available or, as the case may be, maintaining its Contribution to Contribution. The Alternative Basis may at the relevant Facility. The Substitute Basis may Bank's sole and unfettered discretion include (without limitation) include alternative interest periods periods, alternative currencies 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 and Mandatory Cost (if any) applicable to that Bank’s Contribution to that Facility and, with Margin. The Agent shall calculate the agreement arithmetic mean of the BorrowerAlternative Bases provided by the relevant Banks (the "Substitute Basis") and certify the same to the Borrowers, the Substitute Basis may include an alternative currency or currenciesBanks and the Swap Provider. Each The 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 Agent notifies the Borrower Borrowers that none of the circumstances specified in clause 5.6.1 3.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall apply.

Market disruption; non-availability. 5.6.1 3.6.1 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, after consultation with the Reference Banks 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 in accordance with any of the methods of determining LIBOR set out in paragraphs (a) and (b) of the definition of “LIBOR”; orPeriod; (b) none 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 Bank Agent with a quotation for the purpose purposes of calculating LIBOR (where such a quotation is required having regard being unable on reasonable grounds and not just unwilling to paragraph (b) of the definition of “LIBOR” in clause 1.2do so); or (c) the Bank Agent shall have received notification from Banks with Contributions relating to the relevant Loan aggregating not less than one half one-third (1/3rd) of that the Loan (or, prior to the Drawdown Date for of the First first Advance relating to the relevant Facilitybe drawn down, from Banks with Commitments relating to that Facility aggregating not less than one half one-third (1/3rd) of the Total Commitments relating to that Facility) 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 their Contributions to that Loan for such Interest PeriodPeriod or that LIBOR does not accurately reflect the cost to such Banks of obtaining such deposits, the Bank Agent shall forthwith give notice (a “Determination Notice”) thereof to the Borrower Borrowers and to each of the Banks. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. If a After the giving of any 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 Borrower Borrowers by the Bank Agent but Interest Advances will continue to be deemed to be made in respect of that Facility pursuant (and subject) to clause 4.2Agent. 5.6.2 3.6.2 During the period of ten (10) days after any Determination Notice has been given by the Bank Agent under clause 5.6.13.6.1, 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 “Substitute Basis”) for making available ormaintaining 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 case may be, increased cost (if any) of maintaining its Contribution during the period of negotiation referred to the relevant Facility. The in this clause 3.6 until such prepayment. 3.6.3 Each Substitute Basis may include (without limitation) include alternative interest periods periods, alternative currencies or alternative rates of interest but shall include a margin above the cost of funds to such the relevant 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 and Mandatory Cost (if any) applicable to that Bank’s Contribution to that Facility and, with the agreement of the Borrower, the Substitute Basis may include an alternative currency or currenciesMargin. 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 Agent notifies the Borrower Borrowers that none of the circumstances specified in clause 5.6.1 3.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall apply.

Market disruption; non-availability. 5.6.1 (a) If and whenever, at any time prior to the commencement making or continuation of any Interest Periodan Advance: (a) (at a time when Reference Bank quotations are required having regard to the definition of “LIBOR” in clause 1.2i) the Bank Agent shall have determined, after consultation with the Reference Banks 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 Period in accordance with any of the methods of determining LIBOR set out in paragraphs (a) and (b) of the definition of “LIBOR”this Agreement; 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 (cii) the Bank Agent shall have received notification from Banks with Contributions relating to aggregating not less than one-third of the relevant Loan total of the Advances (or, if no Advance has been made, Commitments aggregating not less than one half of that Loan (or, prior to the Drawdown Date for the First Advance relating to the relevant Facility, Commitments relating to that Facility aggregating not less than one half third of the Total Commitments relating to that Facilityof 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 (or maintain) their Contributions to that Loan for 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, the Bank Agent shall forthwith immediately give notice (a “"Determination Notice”") of that fact to the Borrower and to each of the BanksBanks and that Advance shall not be made or continued. A Determination Notice shall contain give particulars of the relevant circumstances giving rise to its issue. If a . (b) After the giving of any Determination Notice is given (i) with respect to the unavailability of deposits in relation Yen in Tokyo, the affected Advance will be made or continued only as LIBOR Loans, and (ii) with respect to a Facility at any time during the Availability Period unavailability of that Facility 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 that Facility 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 Borrower by the Bank Agent but Interest Advances will continue and the Agent (on behalf of and after consultation with the Banks) shall then negotiate with the Borrower with a view to be deemed to be made in respect of that Facility pursuant (and subject) to clause 4.2. 5.6.2 During the period of ten (10) days after any Determination Notice has been given by the Bank Agent under clause 5.6.1, each Bank shall certify agreeing on an alternative basis (for calculating the “Substitute Basis”) interest payable on and/or for making available or, as the case may bemaking, maintaining its Contribution to and/or funding Advances. Any alternative basis agreed in writing by the relevant Facility. The Substitute Basis may Agent (without limitation) include alternative interest periods or alternative rates on behalf of interest but shall include a margin above the cost of funds to such Bank (as such cost of funds is determined in accordance and with the provisions consent of clauses 5.3.2 and/or 5.3.3 aboveall the Banks) equivalent to the Margin and Mandatory Cost (if any) applicable to that Bank’s Contribution to that Facility and, with the agreement of the Borrower, the Substitute Basis may include an alternative currency or currencies. 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 Agent notifies the Borrower that none of the circumstances specified in clause 5.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall apply.the

Market disruption; non-availability. 5.6.1 3.6.1 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, after consultation with the Reference Banks 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 in accordance with any of the methods of determining LIBOR set out in paragraphs (a) and (b) of the definition of “LIBOR”Period; or (b) none or only one of the Reference Banks supplies the Bank Agent with a quotation for the purpose 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 Bank Agent shall have received notification from Banks with Contributions relating to the relevant Loan aggregating not less than one half one-third (%) of that the Loan (or, prior to the Drawdown Date for of the First first Advance relating to the relevant Facility, be drawn down from Banks with Commitments relating to that Facility aggregating not less than one half one-third (%) of the Total Commitments relating to that Facility) 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 to that Loan for such Interest PeriodPeriod or that LIBOR does not accurately reflect the cost to such Banks of obtaining such deposits, the Bank Agent shall forthwith give notice (a “"Determination Notice”") thereof to the Borrower Borrowers and to each of the Banks. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. If a After the giving of any 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 Borrower Borrowers by the Bank Agent but Interest Advances will continue to be deemed to be made in respect of that Facility pursuant (and subject) to clause 4.2Agent. 5.6.2 3.6.2 During the period of ten (10) days after any Determination Notice has been given by the Bank Agent under clause 5.6.13.6.1, each Bank shall certify an alternative basis (the “Substitute "Alternative Basis”") for making available or, as the case may be, maintaining its Contribution to Contribution. The Alternative Basis may at the relevant Facility. The Substitute Basis may Bank's sole and unfettered discretion include (without limitation) include alternative interest periods periods, alternative currencies 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 and Mandatory Cost (if any) applicable to that Bank’s Contribution to that Facility and, with Margin. The Agent shall calculate the agreement arithmetic mean of the BorrowerAlternative Bases provided by the relevant Banks (the "Substitute Basis") and certify the same to the Borrowers, the Substitute Basis may include an alternative currency or currenciesBanks and the Swap Providers. Each The 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 Agent notifies the Borrower Borrowers that none of the circumstances specified in clause 5.6.1 3.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall apply.

Market disruption; non-availability. 5.6.1 (a) 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 1.2i) the Bank Agent shall have determined, after consultation with the Reference Banks 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 in accordance with any of the methods of determining LIBOR set out in paragraphs (a) and (b) of the definition of “LIBOR”Period; or (bii) 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 (ciii) the Bank Agent shall have received notification from Banks with Contributions relating to the relevant Loan aggregating not less than one half of that Loan (or, prior to the Drawdown Date for the First Advance relating to the relevant Facility, Commitments relating to that Facility aggregating not less than one half one-third of the Total Commitments relating to that Facility) Loan 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 contributions to that Loan the relevant Advance for such Interest Period, Period or that LIBOR does not accurately reflect the Bank cost to such Banks of obtaining such deposits; the Agent shall forthwith give notice (a “Determination Notice”"DETERMINATION NOTICE") thereof to the Borrower and to each of the Banks. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. If a After the giving of any 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 Commitments of that Facility all of the Banks shall not be borrowed until notice to the contrary is given to the Borrower by the Bank Agent but Interest Advances will continue to be deemed to be made in respect of that Facility pursuant (and subject) to clause 4.2Agent. 5.6.2 (b) During the period of ten (10) 10 days after any Determination Notice has been given by the Bank Agent under clause 5.6.15.8(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 “Substitute Basis”) for making available or, as the case may be, maintaining its Contribution to the relevant Facility. The Substitute Basis may (without limitation) include alternative interest periods or alternative rates of interest but shall include a margin above the cost of funds from time 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 time applicable to the Margin Advances thereafter and Mandatory Cost (if any) applicable to any such substitute basis that Bank’s Contribution to that Facility and, with the agreement of the Borrower, the Substitute Basis may include an alternative currency or currencies. Each Substitute Basis so certified shall be binding upon the Borrower and 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 Borrower, the Determination Notice until such time as Agent and each affected Bank pursuant to paragraph (i) above, each affected Bank shall certify a substitute basis for funding its contribution to the Bank Agent notifies the Borrower that none of the circumstances specified in clause 5.6.1 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. 5.6.1 3.6.1 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, after consultation with the Reference Banks 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 in accordance with any of the methods of determining LIBOR set out in paragraphs (a) and (b) of the definition of “LIBOR”Period; or (b) none or only one of the Reference Banks supplies the Bank Agent with a quotation for the purpose 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 Bank Agent shall have received notification from Banks with Contributions relating to the relevant Loan aggregating not less than one half one-third (1/3rd) of that the Loan (or, prior to the Drawdown Date for of the First first Advance relating to the relevant Facility, be drawn down from Banks with Commitments relating to that Facility aggregating not less than one half one-third (1/3rd) of the Total Commitments relating to that Facility) 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 to that Loan for such Interest Period, the Bank Agent shall forthwith give notice (a “"Determination Notice”") thereof to the Borrower Borrowers and to each of the Banks. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. If a After the giving of any 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 Borrower Borrowers by the Bank Agent but Interest Advances will continue to be deemed to be made in respect of that Facility pursuant (and subject) to clause 4.2Agent. 5.6.2 3.6.2 During the period of ten (10) days after any Determination Notice has been given by the Bank Agent under clause 5.6.13.6.1, each Bank shall certify an alternative basis (the “Substitute "Alternative Basis”") for making available or, as the case may be, maintaining its Contribution to Contribution. The Alternative Basis may at the relevant Facility. The Substitute Basis may Bank's sole and unfettered discretion include (without limitation) include alternative interest periods periods, alternative currencies 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 and Mandatory Cost (if any) applicable to that Bank’s Contribution to that Facility and, with Margin. The Agent shall calculate the agreement arithmetic mean of the BorrowerAlternative Bases provided by the relevant Banks (the "Substitute Basis") and certify the same to the Borrowers, the Substitute Basis may include an alternative currency or currenciesBanks and the Swap Providers. Each The 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 Agent notifies the Borrower Borrowers that none of the circumstances specified in clause 5.6.1 3.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall apply.