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

Market disruption; non-availability. (A) If and whenever, at any time prior to the making of a drawing under the Standby Facility:- (i) the Standby Lender shall have determined (which determination shall, in the absence of manifest error, be conclusive) that adequate and fair means do not exist for ascertaining the applicable Standby Rate during the term of such drawing; or (ii) the Standby Lender certifies that deposits in Dollars are not available to it in the London Interbank Market in the ordinary course of business in an amount sufficient to fund such drawing, the Standby Lender shall forthwith give notice (a "STANDBY FACILITY DETERMINATION NOTICE") thereof to the Borrowers and the Agent and such drawing shall not be made. The Standby Facility Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. (B) After the giving of any Standby Facility Determination Notice no further amounts may be borrowed under the Standby Facility until notice to the contrary is given to the Borrowers by the Standby Lender. (C) During the period of twenty (20) days following the giving of any Standby Facility Determination Notice, the Borrowers and the Standby Lender shall negotiate in good faith in order to arrive at a mutually acceptable substitute basis for the Standby Lender to continue to make the Standby Facility available and, if within such twenty (20) day period the Borrowers and the Standby Lender shall agree in writing upon such an alternative basis (the "STANDBY FACILITY SUBSTITUTE BASIS"), the Standby Facility Substitute Basis shall be retroactive to and effective from the first day of the relevant interest period. (D) If the Borrowers and the Standby Lender fail to agree on a Standby Facility Substitute Basis within such twenty (20) day period, the Borrowers shall pay interest to the Standby Lender on the principal amount drawn under the Standby Facility at the rate certified by the Standby Lender as being a reasonable interest rate reflecting the cost to it of funding the Standby Outstandings during the period from the date of the relevant Standby Facility Determination Notice, plus the Margin and such rate plus the Margin shall be the Standby Facility Substitute Basis. (E) So long as any Standby Facility Substitute Basis is in force, the Standby Lender shall from time to time (but at least monthly) review whether or not the circumstances are such that such Standby Facility Substitute Basis is no longer necessary and, if the Standby Lender so determines, it shall notify the Borrowers that the Standby Facility Substitute Basis shall cease to be effective from such date as the Standby Lender shall reasonably specify.

Market disruption; non-availability. (A) 6.11.1 If and whenever, at any time prior to the making commencement of a drawing under the Standby Facility:-any Interest Period in respect of any Advance: (ia) the Standby Lender Agent shall have determined (which determination shall, in the absence of manifest error, be conclusiveacting reasonably) that adequate and fair means do not exist for ascertaining the applicable Standby Rate LIBOR during the term of such drawingInterest Period; or (iib) 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 Lenders supplies the Agent with a quotation for calculating LIBOR; or (c) the Standby Lender certifies Agent shall have received notification from Lenders whose participations in the relevant Advance aggregate not less than one-third of that Advance that deposits in Dollars the currency of the relevant Advance are not available to it such 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 an amount sufficient amounts to fund their contributions to the relevant Advance for such drawing, Interest Period or that LIBOR does not accurately reflect the Standby Lender cost to such Lenders of obtaining such deposits; the Agent shall forthwith give notice (a "STANDBY FACILITY DETERMINATION NOTICE") thereof to the Borrowers relevant Borrower and to each of the Agent and such drawing shall not be made. The Standby Facility Determination Notice shall contain Lenders participating in that Advance containing particulars of the relevant circumstances giving rise to its issue. (B) . After the giving of any Standby Facility Determination Notice no further amounts the undrawn amount of the Facility A Commitments, the Facility B Commitments, the Facility D1 Commitments, the Facility D2 Commitments or the Facility D3 Commitments (as the case may be) shall not be borrowed under the Standby Facility until notice to the contrary is given to the Borrowers TCN by the Standby LenderAgent. (C) 6.11.2 During the period of twenty 10 days after any Determination Notice has been given by the Agent under clause 6.11.1, (20i) days following the giving of any Standby Facility Determination Noticeif TCN so requires, the Borrowers TCN and the Standby Agent and each Facility A Lender, Facility B Lender or relevant Facility D Lender shall negotiate in good faith in order enter into negotiations with a view to arrive at agreeing a mutually acceptable substitute basis for determining the Standby Lender to continue to make the Standby Facility available and, if within such twenty (20) day period the Borrowers and the Standby Lender shall agree in writing upon such an alternative basis (the "STANDBY FACILITY SUBSTITUTE BASIS"), the Standby Facility Substitute Basis shall be retroactive to and effective from the first day rates of the relevant interest period. (D) If the Borrowers and the Standby Lender fail to agree on a Standby Facility Substitute Basis within such twenty (20) day period, the Borrowers shall pay interest to the Standby Lender on the principal amount drawn under the Standby Facility at the rate certified by the Standby Lender as being a reasonable interest rate reflecting the cost to it of funding the Standby Outstandings during the period from the date of the relevant Standby Facility Determination Notice, plus the Margin and such rate plus the Margin shall be the Standby Facility Substitute Basis. (E) So long as any Standby Facility Substitute Basis is in force, the Standby Lender shall from time to time applicable to Facility A Advances, Facility B Advances, Facility D1 Advances, Facility D2 Advances or Facility D3 Advances (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, the Agent and each relevant Lender pursuant to paragraph (i) above, each relevant Lender shall certify a substitute basis for funding its contribution to the relevant Advance reflecting its costs of funds from whatever sources it may reasonably select. Such substitute basis may (without limitation) include alternative interest periods, alternative currencies or alternative rates of interest but at least monthly) review whether or not shall include a margin above the circumstances are such that such Standby Facility Substitute Basis is no longer necessary andcost of funds including Additional Cost, if any, to such Lender equivalent to the Standby Lender so determines, it shall notify Margin for the Borrowers that the Standby Facility Substitute Basis shall cease to be effective from such date relevant Interest Period determined in accordance with clause 6.2 or clause 6.3 (as the Standby case may be). Each substitute basis so agreed in accordance with (i) or, failing such agreement, certified in accordance with (ii) shall be binding upon the relevant Borrower, the Agent and each relevant Lender and shall reasonably specifytake effect in accordance with its terms from the date specified in the Determination Notice.

Market disruption; non-availability. (A) If and whenever, at any time prior to the making commencement of a drawing under the Standby Facility:-an Interest Period in respect of any Advance:- (i) the Standby Lender Facility Agent shall have determined (which determination shall, in the absence of manifest error, be conclusive) that adequate and fair means do not exist for ascertaining LIBOR during such Interest Period; (ii) where applicable, none of the applicable Standby Rate during Reference Banks supplies the term Facility Agent with a quotation for the purpose of such drawingcalculating LIBOR; or (iiiii) the Standby Facility Agent shall have received notification from any Lender certifies that deposits in Dollars are not available to it such Lender in the London Interbank Eurocurrency Market in the ordinary course of business in an amount sufficient amounts to fund its Contribution to such drawingAdvance during such Interest Period or, where applicable, that the Standby arithmetic mean of the quotations for LIBOR supplied by the Reference Banks does not accurately reflect the cost to such Lender of obtaining such deposits during such Interest Period the Facility Agent shall forthwith give notice (a "STANDBY FACILITY DETERMINATION NOTICE"“Determination Notice”) thereof to the Borrowers Borrower, and each of the Agent and Lenders and, if such drawing Determination Notice is given in respect of an Advance prior to its drawdown hereunder, such Advance shall not be made. The Standby Facility A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. (B) After the giving of any Standby Facility Determination Notice no further amounts Advances may be borrowed under the Standby Facility until notice to the contrary is given to the Borrowers Borrower by the Standby LenderFacility Agent. (C) During the period of twenty (20) days following the giving of any Standby Facility Determination Notice, the Borrowers Borrower, the Facility Agent and the Standby Lender Lenders shall negotiate in good faith in order to arrive at a mutually acceptable substitute basis for the Standby each Lender to continue its Contribution to make the Standby Facility available Advance and, if within such twenty (20) day period the Borrowers Borrower, the Facility Agent and the Standby Lender Lenders shall agree in writing upon such an alternative basis (the "STANDBY FACILITY SUBSTITUTE BASIS"), “Substitute Basis”) the Standby Facility Substitute Basis shall be retroactive to and effective from the first day of the relevant interest periodInterest Period. (D) If the Borrowers Borrower, the Facility Agent and the Standby Lender Lenders fail to agree on a Standby Facility Substitute Basis within such twenty (20) day period, the Borrowers Borrower shall pay interest to the Standby Lender on the principal amount drawn under the Standby Facility Advance to each Lender at the rate certified by each such Lender and notified through the Standby Lender Facility Agent to the Borrower as being a reasonable interest rate reflecting the cost to it such Lender of funding the Standby Outstandings its Contribution to such Advance during the period from the date of the relevant Standby Facility Determination Notice, plus the Margin Applicable Margin, and such rate plus the Applicable Margin shall be the Standby Facility Substitute Basis. (E) So long as any Standby Facility Substitute Basis is in force, the Standby Lender Facility Agent shall from time to time (but at least monthly) and in consultation with the Lenders review whether or not the circumstances are such that such Standby Facility Substitute Basis is no longer necessary and, if the Standby Lender Facility Agent so determines, determines it shall notify the Borrowers Borrower and the Lenders that the Standby Facility Substitute Basis shall cease to be effective from such date as the Standby Lender Facility Agent shall reasonably specify.

Market disruption; non-availability. (A) 3.6.1 If and whenever, at any time prior to the making commencement of a drawing under any Interest Period the Standby Facility:- (i) the Standby Lender Bank shall have determined (which determination shall, in the absence of manifest error, be conclusive) that adequate and fair means do not exist for ascertaining LIBOR during such Interest Period the applicable Standby Rate during the term of such drawing; or (ii) the Standby Lender certifies that deposits in Dollars are not available to it in the London Interbank Market in the ordinary course of business in an amount sufficient to fund such drawing, the Standby Lender Bank shall forthwith as soon as reasonably practicable give notice (a "STANDBY FACILITY DETERMINATION NOTICE"“Determination Notice”) thereof to the Borrowers and the Agent and such drawing shall not be madeBorrower. The Standby Facility A Determination Notice issued pursuant to this clause 3.6.1 (a) shall contain particulars of the relevant circumstances giving rise to its issue. (B) After issue and shall certify the giving of any Standby Facility Determination Notice no further amounts may be borrowed under the Standby Facility until notice effective cost to the contrary Bank of maintaining the Loan and the rate of interest payable by the Borrower for that Interest Period. If the cost of maintaining the Loan is given not acceptable to the Borrowers by the Standby Lender. (C) During Borrower, during the period of twenty thirty (2030) days following the giving of any Standby Facility Determination Notice, the Borrowers and the Standby Lender Bank shall negotiate in good faith with the Borrower in order to arrive at a mutually acceptable substitute basis for the Standby Lender Bank to continue its Commitment on a basis which is substantially the equivalent to make the Standby Facility available that provided for in this Agreement and, if within such twenty thirty (2030) day period the Borrowers Borrower and the Standby Lender Bank shall agree in writing upon such an alternative basis (the "STANDBY FACILITY SUBSTITUTE BASIS"“Substitute Basis”), the Standby Facility Substitute Basis shall should be retroactive to and effective from the first day of the relevant interest period. (D) Interest Period. If the Borrowers Borrower and the Standby Lender Bank fail to agree in writing on a Standby Facility Substitute Basis within such twenty thirty (2030) day period, the Borrowers Borrower shall pay prepay the Loan on the fifth Banking Day after expiry of such thirty (30) day period, together with accrued interest thereon payable to the Standby Lender on the principal amount drawn under the Standby Facility Bank at the rate certified by the Standby Lender Bank as being a reasonable interest rate reflecting the cost to it the Bank of funding the Standby Outstandings its Commitment during the period from ending on the date of the relevant Standby Facility Determination Noticesuch prepayment, plus the Margin and such rate plus the Margin shall be the Standby Facility Substitute Basis. (E) Margin. So long as any Standby Facility Substitute Basis is in force, the Standby Lender Bank shall from time to time (but at least monthly) review whether or not the circumstances are such that such Standby Facility Substitute Basis is no longer necessary and, if the Standby Lender Bank so determines, it shall notify the Borrowers Borrower that the Standby Facility Substitute Basis shall cease to be effective from such date as the Standby Lender Bank shall reasonably specify. 3.6.2 if and whenever, at any time prior to the commencement of any Interest Period the Bank shall have determined that deposits in Dollars are not available to the Bank in the London Interbank Market in the ordinary course of business in sufficient amounts to fund the Loan for such Interest Period, the Bank shall as soon as reasonably practicable give notice thereof to the Borrower and the Bank’s obligation to fund the Loan shall immediately cease. If in such circumstances the Loan (or any part thereof) shall have been drawn down by the Borrower, the Bank shall negotiate in good faith with the Borrower with a view to establishing a mutually acceptable basis for funding the Loan from an alternative source. If the Borrower and the Bank fail to agree in writing on an alternative basis for funding the Loan from an alternative source by 11:00 a.m. (London time) on the second Banking Day prior to the end of the then current Interest Period, the Borrower shall (without prejudice to its other obligations under this Agreement including, without limitation, its obligation to pay accrued interest on the Loan for the period ending on the expiry of the then current Interest Period) prepay the Loan (together with such interest) and all other sums then owing to the Bank, whether actually or contingently, under any of the Security Documents or the expiry of the then current Interest Period.

Market disruption; non-availability. (A) If and whenever, at any time prior to the making of a drawing under the Standby Facility:- (i) the Standby Lender shall have determined (which determination shall, in the absence of manifest error, be conclusive) that adequate and fair means do not exist for ascertaining the applicable Standby Rate during the term of such drawing; or (ii) the Standby Lender certifies that deposits in Dollars are not available to it in the London Interbank Market in the ordinary course of business in an amount sufficient to fund such drawing, the Standby Lender shall forthwith give notice (a "STANDBY FACILITY DETERMINATION NOTICE") thereof to the Borrowers Borrower and the Agent and such drawing shall not be made. The Standby Facility Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. (B) After the giving of any the Standby Facility Determination Notice no further amounts may be borrowed under the Standby Facility until notice to the contrary is given to the Borrowers Borrower by the Standby Lender. (C) During the period of twenty (20) days following the giving of any Standby Facility Determination Notice, the Borrowers Borrower and the Standby Lender shall negotiate in good faith in order to arrive at a mutually acceptable substitute basis for the Standby Lender to continue to make the Standby Facility available and, if within such twenty (20) day period the Borrowers Borrower and the Standby Lender shall agree in writing upon such an alternative basis (the "STANDBY FACILITY SUBSTITUTE BASIS"), the Standby Facility Substitute Basis shall be retroactive to and effective from the first day of the relevant interest period. (D) If the Borrowers Borrower and the Standby Lender fail to agree on a Standby Facility Substitute Basis within such twenty (20) day period, the Borrowers Borrower shall pay interest to the Standby Lender on the principal amount drawn under the Standby Facility at the rate certified by the Standby Lender as being a reasonable interest rate reflecting the cost to it of funding the Standby Outstandings during the period from the date of the relevant Standby Facility Determination Notice, plus the Margin and such rate plus the Margin shall be the Standby Facility Substitute Basis. (E) So long as any Standby Facility Substitute Basis is in force, the Standby Lender shall from time to time (but at least monthly) review whether or not the circumstances are such that such Standby Facility Substitute Basis is no longer necessary and, if the Standby Lender so determines, it shall notify the Borrowers Borrower that the Standby Facility Substitute Basis shall cease to be effective from such date as the Standby Lender shall reasonably specify.

Market disruption; non-availability. (A) 5.7.1 If and whenever, at any time prior to the making commencement of a drawing under the Standby Facility:-any Interest Period: (ia) at a time when Reference Bank quotations are required for LIBOR the Standby Lender Facility Agent shall have determined 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 the applicable Standby Rate LIBOR during the term of such drawingInterest Period; or (iib) none or only one of the Reference Banks supplies the Facility Agent with a quotation for the purpose of calculating LIBOR (where such a quotation is required having regard to the definition of LIBOR in clause 1.2); or (c) the Standby Lender certifies Facility Agent shall have received notification from the Lenders with Commitments aggregating not less than one-third of the Outstandings (or, prior to the first Drawdown Date, Commitments aggregating not less than one-third of the Commitments) that deposits in Dollars are not available to it the Lenders in the London or other relevant Interbank Market (as the case may be) in the ordinary course of business in an amount sufficient amounts to fund their Commitments for such drawingInterest Period or that LIBOR does not accurately reflect the cost to such Lenders of obtaining such deposits, the Standby Lender Facility Agent shall forthwith give notice (a "STANDBY FACILITY DETERMINATION NOTICE") thereof to the Borrowers Borrower and to each of the Agent and such drawing shall not be madeLenders. The Standby Facility A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. (B) . After the giving of any Standby Facility Determination Notice no further amounts may the undrawn amount of the Commitments shall not be borrowed under the Standby Facility until notice to the contrary is given to the Borrowers Borrower by the Standby LenderFacility Agent. (C) 5.7.2 During the period of twenty ten (2010) days following after any Determination Notice has been given by the giving of any Standby Facility Determination Notice, the Borrowers and the Standby Agent under clause 5.7.1 each Lender shall negotiate in good faith in order to arrive at a mutually acceptable substitute basis for the Standby Lender to continue to make the Standby Facility available and, if within such twenty (20) day period the Borrowers and the Standby Lender shall agree in writing upon such certify an alternative basis (the "STANDBY FACILITY SUBSTITUTE BASIS")) for making available or, as the Standby Facility case may be, maintaining its Commitment. 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 including Additional Cost, if any, to such Lender equivalent to the relevant Margin. Each Substitute Basis so certified shall be retroactive to binding upon the Borrower and effective from the first day of the relevant interest period. (D) If the Borrowers and the Standby Lender fail to agree on a Standby Facility Substitute Basis within such twenty (20) day period, the Borrowers shall pay interest to the Standby Lender on the principal amount drawn under the Standby Facility at the rate certified by the Standby Lender as being a reasonable interest rate reflecting the cost to it of funding the Standby Outstandings during the period take effect in accordance with its terms from the date specified in the Determination Notice until such time as the Facility Agent notifies the Borrower that none of the relevant Standby Facility Determination Notice, plus the Margin and such rate plus the Margin shall be the Standby Facility Substitute Basiscircumstances specified in clause 5. (E) So long as any Standby Facility Substitute Basis is in force, 7.1 continues to exist whereupon the Standby Lender normal interest rate fixing provisions of this Agreement shall from time to time (but at least monthly) review whether or not the circumstances are such that such Standby Facility Substitute Basis is no longer necessary and, if the Standby Lender so determines, it shall notify the Borrowers that the Standby Facility Substitute Basis shall cease to be effective from such date as the Standby Lender shall reasonably specifyapply.