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

Market disruption; non-availability. 3.6.1 If and whenever, at any time prior to the commencement of any Interest Period, the Bank shall have determined (which determination shall, in the absence of manifest error, be conclusive): (a) that adequate and fair means do not exist for ascertaining LIBOR during such Interest Period; or (b) that deposits in Dollars are not available to the Bank in the London Interbank Market in the ordinary course of business in sufficient amounts to fund the Loan or any part thereof or any loan outstanding under clause 2.5.1 for such Interest Period, the Bank shall forthwith give notice (a “Determination Notice”) thereof to the Borrowers. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. After the giving of any Determination Notice the undrawn amount of the Commitment shall not be borrowed and neither Bank Guarantee shall be issued by the Bank, until notice to the contrary is given to the Borrowers by the Bank. 3.6.2 During the period of ten (10) days after any Determination Notice has been given by the Bank under clause 3.6.1, the Bank shall certify an alternative basis (the “Substitute Basis”) for maintaining the Loan or any loan outstanding under clause 2. 5.1. The Substitute Basis may (without limitation) include alternative interest periods, alternative currencies or alternative rates of interest but shall include a margin above the cost of funds, if any, to the Bank equivalent to the Margin. Each Substitute Basis so certified shall be binding upon the Borrowers and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Bank notifies the Borrowers that none of the circumstances specified in clause 3.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall apply.

Market disruption; non-availability. 3.6.1 If and whenever, at any time prior to the commencement of any Interest Period, : (a) the Bank shall have determined (which determination shall, in the absence of manifest error, be conclusive): (a) that adequate and fair means do not exist for ascertaining LIBOR during such Interest PeriodPeriod or that LIBOR does not accurately reflect the cost to the Bank of obtaining such deposits; or (b) that deposits in Dollars are not available to the Bank in the London Interbank Market in the ordinary course of business in sufficient amounts to fund the Loan or any part thereof or any loan outstanding under clause 2.5.1 for such Interest Period, ; the Bank shall forthwith give notice (a “Determination Notice”) thereof to the BorrowersBorrower. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. After the giving of any Determination Notice the undrawn and uncancelled amount of the Commitment shall not be borrowed and neither Bank Guarantee shall be issued by the Bank, until notice to the contrary is given to the Borrowers Borrower by the Bank. 3.6.2 During the period of ten (10) days after any Determination Notice has been given by the Bank under clause 3.6.1, the Bank shall certify an alternative basis (the “Substitute Alternative Basis”) for funding the Commitment or maintaining the Loan or any loan outstanding under clause 2. 5.1Loan. The Substitute Alternative Basis may may, at the Bank’s sole unfettered discretion include (without limitation) include alternative interest periods, alternative currencies or alternative rates of interest but shall include a margin above the cost of funds, if any, funds to the Bank equivalent to the Margin. Each Substitute The Alternative Basis so certified shall be binding upon the Borrowers Borrower and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Bank notifies the Borrowers Borrower that none of the circumstances specified in clause 3.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall apply.

Market disruption; non-availability. 3.6.1 If and whenever, at any time prior to the commencement of any Interest Period, the Bank shall have determined (which determination shall, in the absence of manifest error, be conclusive): (a) that adequate and fair means do not exist for ascertaining LIBOR during such Interest Period; or (b) that, where applicable, the Reference Bank does not supply the Bank with a quotation for the purpose of calculating LIBOR; or (c) that deposits in Dollars are not available to the Bank in the London Interbank Market in the ordinary course of business in sufficient amounts to fund the Loan or any part thereof or any loan outstanding under clause 2.5.1 for such Interest Period, the Bank shall forthwith give notice (a “Determination Notice”"DETERMINATION NOTICE") thereof to the BorrowersBorrower. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. After the giving of any Determination Notice the undrawn amount of the Commitment shall not be borrowed and neither Bank Guarantee shall be issued by the Bank, until notice to the contrary is given to the Borrowers Borrower by the Bank. 3.6.2 During the period of ten (10) days after any Determination Notice has been given by the Bank under clause 3.6.1, the Bank shall certify an alternative basis (the “Substitute Basis”"SUBSTITUTE BASIS") for maintaining the Loan or any loan outstanding under clause 2. 5.1Loan. The Substitute Basis may (without limitation) include alternative interest periods, alternative currencies or alternative rates of interest but shall include a margin above the cost of funds, if any, funds to the Bank equivalent to the Margin. Each Substitute Basis so certified shall be binding upon the Borrowers Borrower and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Bank notifies the Borrowers Borrower that none of the circumstances specified in clause 3.6.1 3. 6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall apply.

Market disruption; non-availability. 3.6.1 If and whenever, at any time prior to the commencement of any Interest Period, : (a) the Bank shall have determined (which determination shall, in the absence of manifest error, be conclusive): (a) that adequate and fair means do not exist for ascertaining LIBOR during such Interest PeriodPeriod or that LIBOR does not accurately reflect the cost to the Bank of obtaining such deposits; or (b) that deposits in Dollars are not available to the Bank in the London Interbank Market in the ordinary course of business in sufficient amounts to fund the Loan or any part thereof or any loan outstanding under clause 2.5.1 for such Interest Period, ; the Bank shall forthwith give notice (a “"Determination Notice”") thereof to the BorrowersBorrower. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. After the giving of any Determination Notice the undrawn and uncancelled amount of the Commitment shall not be borrowed and neither Bank Guarantee shall be issued by the Bank, until notice to the contrary is given to the Borrowers Borrower by the Bank. 3.6.2 During the period of ten (10) days after any Determination Notice has been given by the Bank under clause 3.6.1, the Bank shall certify an alternative basis (the “Substitute "Alternative Basis”") for funding the Commitment or maintaining the Loan or any loan outstanding under clause 2. 5.1Loan. The Substitute Alternative Basis may may, at the Bank's sole unfettered discretion include (without limitation) include alternative interest periods, alternative currencies or alternative rates of interest but shall include a margin above the cost of funds, if any, funds to the Bank equivalent to the Margin. Each Substitute The Alternative Basis so certified shall be binding upon the Borrowers Borrower and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Bank notifies the Borrowers Borrower that none of the circumstances specified in clause 3.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall apply.

Market disruption; non-availability. 3.6.1 If and whenever, at any time prior to the commencement of any Interest Period, : (a) the Bank shall have determined (which determination shall, in the absence of manifest error, be conclusive): (a) that adequate and fair means do not exist for ascertaining LIBOR during such Interest PeriodPeriod or that LIBOR does not accurately reflect the cost to the Bank of obtaining such deposits; or (b) that deposits in Dollars are not available to the Bank in the London Interbank Market in the ordinary course of business in sufficient amounts to fund the Loan or any part thereof or any loan outstanding under clause 2.5.1 for such Interest Period, ; the Bank shall forthwith give notice (a “Determination Notice”) thereof to the BorrowersBorrower. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. After the giving of any Determination Notice the undrawn and uncancelled amount of the Commitment shall not be borrowed and neither Bank Guarantee shall be issued by the Bank, until notice to the contrary is given to the Borrowers Borrower by the Bank. 3.6.2 During the period of ten (10) days after any Determination Notice has been given by the Bank under clause 3.6.1, the Bank shall certify an alternative basis (the “Substitute Alternative Basis”) for funding the Commitment or maintaining the Loan or any loan outstanding under clause 2. 5.1Loan. The Substitute Alternative Basis may may, at the Bank’s sole and unfettered discretion include (without limitation) include alternative interest periods, alternative currencies or alternative rates of interest but shall include a margin above the cost of funds, if any, funds to the Bank equivalent to the Margin. Each Substitute The Alternative Basis so certified shall be binding upon the Borrowers Borrower and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Bank notifies the Borrowers Borrower that none of the circumstances specified in clause 3.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall apply.

Market disruption; non-availability. 3.6.1 (a) If and whenever, at any time prior to the making of any Advance or the commencement of any Interest Period, Period in respect of an outstanding Advance the Bank Agent: (i) shall have determined determined, after consultation with the Reference Banks (which determination shall, in the absence of manifest error, be conclusive): (a) ), that adequate and fair means do not exist for ascertaining LIBOR during such Interest Period; or (bii) the Reference Banks do not supply the Agent with a quotation for the purpose of calculating LIBOR; or (iii) shall have received notification from Lenders with Commitments aggregating not less than one-third of the Total Commitments that deposits in Dollars the relevant currency are not available to the Bank such Lenders in the London Interbank Market in the ordinary course of business in sufficient amounts to fund their contributions to the Loan or any part thereof or any loan outstanding under clause 2.5.1 relevant Advance for such Interest PeriodPeriod or that LIBOR does not accurately reflect the cost to such Lenders of obtaining such deposits, the Bank Agent shall forthwith give notice (a “Determination Notice”"DETERMINATION NOTICE") thereof to the Borrowers. A Determination Notice shall contain Borrower and to each of the Lenders by telefax or by telephone (in which case followed in writing) containing particulars of the relevant circumstances giving rise to its issue. After the giving of any a Determination Notice is served the undrawn amount of the Commitment Total Commitments shall not be borrowed and neither Bank Guarantee shall be issued by the Bank, until until: (A) notice to the contrary is given to the Borrowers Borrower by the Bank.Agent (which notice shall be given by the Agent at such time as none of the circumstances specified in clause 5.7(a) continues to exist); or 3.6.2 (B) if earlier, a Substitute Basis is agreed between the Agent and the Borrower; (b) During the period of ten (10) 10 days after any Determination Notice has been given by the Bank Agent under clause 3.6.15.7(a), the Bank each Lender shall certify an alternative basis (the “Substitute Basis”"SUBSTITUTE BASIS") for making available or, as the case may be, maintaining its Contribution to the Loan or any loan outstanding under clause 2. 5.1affected Advance. The Substitute Basis may (without limitation) include alternative interest periods, alternative currencies or alternative rates of interest but shall include a margin above the cost of fundsfunds including the Additional Cost, if any, to the Bank such Lender equivalent to the Margin. . (c) Each Substitute Basis so certified shall be binding upon the Borrowers Obligors and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Bank notifies the Borrowers that none of the circumstances specified in clause 3.6.1 5.7(a) continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall apply.

Market disruption; non-availability. 3.6.1 If and whenever, at any time prior to the commencement of any Interest Period, the Bank shall have determined (which determination shall, in the absence of manifest error, be conclusive): (a) that adequate and fair means do not exist for ascertaining LIBOR or, as the case may be, EURIBOR during such Interest Period; or (b) that deposits in Dollars are not available to the Bank in the London Interbank Market in the ordinary course of business in sufficient amounts to fund the Loan or any part thereof or any loan outstanding under clause 2.5.1 for such Interest PeriodPeriod or that LIBOR and/or, as the case may be, EURIBOR does not accurately reflect the cost to the Bank of obtaining such deposits; the Bank shall forthwith give notice (a “Determination Notice”) thereof to the BorrowersBorrower. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. After the giving of any Determination Notice the undrawn amount of the Commitment shall not be borrowed and neither Bank Guarantee shall be issued by the Bank, until notice to the contrary is given to the Borrowers Borrower by the Bank. 3.6.2 During the period of ten (10) days after any Determination Notice has been given by the Bank under clause 3.6.1, the Bank shall certify an alternative basis (the “Substitute Basis”) for maintaining the Loan or any loan outstanding under clause 2. 5.1Loan. The Substitute Basis may (without limitation) include alternative interest periods, alternative currencies or alternative rates of interest but shall include a margin above the cost of fundsfunds including Additional Cost, if any, to the Bank equivalent to the Margin. Each Substitute Basis so certified shall be binding upon the Borrowers Borrower and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Bank notifies the Borrowers Borrower that none of the circumstances specified in clause 3.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall apply.

Market disruption; non-availability. 3.6.1 If and whenever, at any time prior to the commencement of any Interest Period, the Bank shall have determined (which determination shall, in the absence of manifest error, be conclusive): (a) that adequate and fair means do not exist for ascertaining LIBOR or, as the case may be, EURIBOR during such Interest Period; or (b) that deposits in Dollars are not available to the Bank in the London Interbank Market in the ordinary course of business in sufficient amounts to fund the Loan or any part thereof or any loan outstanding under clause 2.5.1 for such Interest PeriodPeriod or that LIBOR and/or, as the case maybe, EURIBOR, does not accurately reflect the cost to the Bank of obtaining such deposits; the Bank shall forthwith give notice (a “Determination Notice”) thereof to the BorrowersBorrower. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. After the giving of any Determination Notice the undrawn amount of the Commitment shall not be borrowed and neither Bank Guarantee shall be issued by the Bank, until notice to the contrary is given to the Borrowers Borrower by the Bank. 3.6.2 During the period of ten (10) days after any Determination Notice has been given by the Bank under clause 3.6.1, the Bank shall certify an alternative basis (the “Substitute Basis”) for maintaining the Loan or any loan outstanding under clause 2. 5.1Loan. The Substitute Basis may (without limitation) include alternative interest periods, alternative currencies or alternative rates of interest but shall include a margin above the cost of fundsfunds including Additional Cost, if any, to the Bank equivalent to the Margin. Each Substitute Basis so certified shall be binding upon the Borrowers Borrower and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Bank notifies the Borrowers Borrower that none of the circumstances specified in clause 3.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall apply.

Market disruption; non-availability. 3.6.1 If and whenever, at any time prior to the commencement of any Interest Period, : (a) the Bank Agent shall have determined (which determination shall, in the absence of manifest error, be conclusive): (a) that adequate and fair means do not exist for ascertaining LIBOR during such Interest Period; (b) that, where applicable, the Reference Bank does not supply the Bank with a quotation for the purpose of calculating LIBOR; or (bc) the Agent shall have received notification from Banks with Contributions aggregating not less than one-third of the Loan or (prior to the Drawdown Date of the first Advance to be drawn down) the Total Commitment, that deposits in Dollars are not available to the Bank such Banks in the London Interbank Market in the ordinary course of business in sufficient amounts to fund the Loan or any part thereof or any loan outstanding under clause 2.5.1 their Contributions for such Interest Period, . the Bank Agent shall forthwith give notice (a “Determination Notice”"DETERMINATION NOTICE") thereof to the BorrowersBorrowers and to each of the Banks and the Swap Provider. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. After the giving of any Determination Notice the undrawn amount of the Total Commitment shall not be borrowed and neither Bank Guarantee shall be issued by the Bank, until notice to the contrary is given to the Borrowers by the BankAgent. 3.6.2 During the period of ten (10) days after any Determination Notice has been given by the Bank Agent under clause 3.6.1, the each Bank shall certify an alternative basis (the “Substitute Basis”"ALTERNATIVE BASIS") for maintaining the Loan or any loan outstanding under clause 2. 5.1its Contribution. The Substitute Alternative Basis may at each Bank's sole and unfettered discretion (without limitation) include alternative interest periods, alternative currencies or alternative rates of interest but shall include a margin above the cost of funds, if any, funds to the such Bank equivalent to the Margin. Each Substitute Alternative Basis so certified shall be binding upon the Borrowers Borrowers, and shall take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Bank Agent notifies the Borrowers that none of the circumstances specified in clause 3.6.1 continues to exist whereupon the normal interest rate fixing provisions of this Agreement shall apply.

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