Substitute Basis. 9.01 If the Lender determines (which determination - in the absence of manifest error - shall be conclusive) that:
9.01.01 at 11.00 a.m. (London time) on any Interest Determination Date the Lender was not being offered by banks in the London Interbank Market deposits in Dollars in the required amount and for the required period; or
9.01.02 LIBOR would not adequately reflect the cost to the Lender of making, funding or maintaining the Facility or any part thereof for the duration of the next succeeding Interest Period; or
9.01.03 by reason of circumstances affecting the London Interbank Market such deposits are not available to the Lender in such market; or
9.01.04 adequate and reasonable means do not or will not exist for the Lender to ascertain the Interest Rate applicable to the next succeeding Interest Period; or
9.01.05 Dollars will or may not continue to be freely transferable; then, and in any such case the Lender shall give a written notice of any such event to the Borrower and in case any of the above occurs on the Interest Determination Date prior to the Drawdown Date the Borrower's right to borrow the Facility or any part thereof shall be suspended during the continuation of such circumstances.
9.02 If, however, any of the events described in Clause 9.01 occurs on any other Interest Determination Date relative to the Facility or any part thereof, then the duration of the relevant Interest Period(s) shall be up to one (1) month and during such Interest Period the Interest Rate applicable to the Facility or the relevant part thereof shall be the rate per annum determined by the Lender rounded upwards to the nearest whole multiple of one sixteenth per cent (1/16th%) to be the aggregate of the Applicable Margin, and any Mandatory Cost and the cost (expressed as a percentage rate per annum) to the Lender of funding the amount of the Facility during such Interest Period(s).
9.03 During such Interest Period(s) the Borrower and the Lender shall negotiate in good faith in order to agree an Interest Rate or Interest Rates and Interest Period or Interest Periods satisfactory to the Borrower and the Lender to be substituted for those which but for the occurrence of any such event as specified in this Clause would have applied. If the Borrower and the Lender are unable to agree on such an Interest Rate(s) and Interest Period(s) by the day which is two (2) Banking Days before the end of the Interest Period referred to above, the Borrower shall repay the Facili...
Substitute Basis. If, on or before the first day of any Interest Period (an "Affected Interest Period"):
(a) the Administrative Agent determines that, by reason of circumstances affecting the London interbank market, the LIBO Rate cannot be determined for such Affected Interest Period pursuant to the definition thereof, or
(b) the Majority Lenders determine and notify the Administrative Agent that the LIBO Rate for such Affected Interest Period will not be adequate to cover the cost to such Lenders of making or maintaining their Loans for such Affected Interest Period, then:
(i) the Administrative Agent and the Newark Subsidiaries shall negotiate in good faith to determine a mutually agreeable rate of interest applicable to the affected Loans during the Affected Interest Period (it being understood that each affected Lender must consent to such interest rate) and (ii) if no agreement can be so reached by the tenth Business Day of the Affected Interest Period, then each affected Lender shall determine (and shall certify from time to time in a certificate delivered by such Lender to the Administrative Agent setting forth in reasonable detail the basis of the computation of such amount), which determination shall be made in a commercially reasonable manner, the rate basis reflecting the cost to such Lender of funding its Loan(s) for the Affected Interest Period, and such rate basis shall be binding upon the Newark Subsidiaries and shall apply in lieu of the LIBO Rate for such Interest Period in the absence of manifest error.
Substitute Basis. During the 30 days following the giving of a Market Disruption Notice, the Affected Advance will be made and the Facility Agent and the Parent will negotiate in good faith in order to agree on a mutually acceptable substitute basis for calculating the interest payable on the relevant Affected Advance. If a substitute basis is agreed within that period, then it shall apply in accordance with its terms (and may be retrospective to the beginning of the relevant Interest Period). The Facility Agent will not agree a substitute basis under this clause 9.2 without first obtaining the approval of the Lenders.
Substitute Basis. If, on or before the first day of any Interest Period (an “Affected Interest Period”):
(a) the Administrative Agent determines that, by reason of circumstances affecting the London interbank market, the LIBO Rate cannot be determined for such Affected Interest Period pursuant to the definition thereof, or
(b) the Majority Banks determine and notify the Administrative Agent that the LIBO Rate for such Affected Interest Period will not be adequate to cover the cost to such Banks of making or maintaining their Loans for such Affected Interest Period; then, each Bank shall determine (and shall certify from time to time in a certificate delivered by such Bank to the Administrative Agent setting forth in reasonable detail the basis of the computation of such amount) the rate basis reflecting the cost to such Bank of funding its Loan for the Affected Interest Period, and such rate basis shall be binding upon the Borrowers and shall apply in lieu of the LIBO Rate for such Interest Period (such certification to be conclusive and binding on the Borrowers in the absence of manifest error); provided that the rate basis certified by the Bank to the Administrative Agent in accordance with this Section shall not be greater than the Base Rate on the date of delivery of the corresponding certificate by the Bank to the Administrative Agent.
Substitute Basis. If a Bank determines (which determination shall be conclusive) that-
Substitute Basis. (A) If, in relation to an Advance:
(1) the Agent determines that at or about 11:00 a.m. on the Interest Determination Date for the relevant term in respect of such Advance (a) none or only one of the Reference Banks was being offered by prime banks in the Interbank Market deposits in the relevant currency for the proposed duration of such term or (b) by reason of circumstances affecting the Interbank Market generally such deposits are not available to banks in such market; or
(2) before the close of business in Luxembourg on the Interest Determination Date for such term the Agent has been notified in writing by each Bank of a group of Banks to whom in aggregate thirty-five per cent. or more of the Original Currency Amount of the Loan is (or, if such Advance were then made, would be) owed that the Interbank Rate as determined by the Agent does not reflect its cost of obtaining such deposits; then the Agent shall as soon as practicable give notice of such determination to the Borrower and each Bank.
(B) If the Agent gives notice pursuant to paragraph (A) (1) then if such notice is given with respect to an Advance to be made, such Advance shall not be made and in any case the Agent shall negotiate with the Borrower with a view to agreeing an alternative basis (whether an alternative method of fixing the rate of interest or (in the case of Advances to be made) an alternative term or an alternative currency) for such Advance. Any alternative basis agreed in writing within 30 days of the Agent's notification of the event in question by the Agent (with the consent of all the Banks) and the Borrower shall take effect in accordance with its terms and the Borrower may make further requests for the making of Advances on such alternative basis (subject as herein provided) whilst the circumstances referred to under paragraph (A)
(1) continue to exist. After the Agent has determined that the circumstances referred to under paragraph (A) (1) have ceased to exist, the rate of interest in respect of subsequent Advances or (as the case may be) subsequent Interest Periods shall be the Interbank Rate plus the Margin calculated in accordance with the provisions of this Agreement.
(C) If the Agent gives notice pursuant to paragraph (A) (2), the Advance shall be made and the Agent shall then negotiate with the Borrower with a view to agreeing an alternative basis for fixing the rate of interest payable on the relevant Advance. Any alternative basis agreed in writing within 10 da...
Substitute Basis. If notification is given under Clause 12.2 (Market disruption) in respect of a Loan that has not yet been made, then that Loan shall not be made. However, within five Business Days after receipt of the notification, the Borrowers' Agent and the Facility Agent shall enter into negotiations for a period of not more than 30 days with a view to agreeing a substitute basis for determining the rate of interest and/or funding applicable to that and (to the extent required) any future Loan. Any substitute basis agreed shall be, with the prior consent of all the Banks, binding on all the Parties.
Substitute Basis. In case deposits in EUR are not available to the Lenders or any of them as per Clause 11.1.2 above, the Agent, during a period of ten (10) Banking Days from the date of any such notice pursuant to Clause 11.1, shall certify to the Borrowers an alternative basis (the “Substitute Basis”) for maintaining the Loans or any part thereof. Such Substitute Basis may include an alternative method of fixing the rate of interest (which shall reflect the cost to the Lenders of funding the Loans or any part thereof from other sources plus the Relevant Margin), alternative currencies for the Loans or any part thereof, and in establishing such Substitute Basis the Lenders shall have regard to the reasonable wishes of the Borrowers and shall use to the extent it is reasonably possible their best efforts to reduce its costs of funding the Loans. The Borrowers shall notify the Agent in writing within five (5) Banking Days of receipt of such certificate from the Agent whether or not they accept such Substitute Basis. In case the Borrowers so accept, such Substitute Basis shall apply in accordance with its terms. In case the Borrowers do not accept or do not notify whether or not they accept as aforesaid, then the Borrowers and the Agent shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing on the Substitute Basis. Should the Borrowers and the Agent not agree on the Substitute Basis, then the Borrowers shall prepay to the Lenders the Loans or any part thereof to which this Clause applies on the next Interest Payment Date together with interest thereon at the Interest Rate applicable to the immediately preceding Interest Period.
Substitute Basis. If either of those events mentioned at paragraphs (a) and (b) in Clause 8.1 occurs:
(i) the Agent shall promptly notify the Borrower and the Banks of such event; and
(ii) within five days of such notification the Agent and the Borrower shall enter into negotiations in good faith with a view to agreeing a substitute basis (a) for determining the rates of interest from time to time applicable to the Advances and/or (b) upon which the Advances may be maintained (whether in sterling or some other currency) thereafter and any agreement resulting from any such negotiations shall take effect in accordance with its terms Provided that the Agent may not agree any substitute basis without the prior consent of each Bank.
Substitute Basis. 39 10. INCREASED COSTS.................................................................................... 40 11. ILLEGALITY......................................................................................... 42 12. INDEMNITIES........................................................................................ 43