Common use of Substitute Basis Clause in Contracts

Substitute Basis. 9.1 If the Lender determines (which determination shall be conclusive) that: 9.1.1 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 9.1.2 LIBOR would not adequately reflect the cost of the Lender of making, funding or maintaining the Facility or any part thereof for the duration of the next succeeding Interest Period; or 9.1.3 by reason of circumstances affecting the London Interbank Market such deposits are not available to the Lender in such market; or 9.1.4 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 9.1.5 Dollars will or may not continue to be freely transferable; then, and in any such case the Lender shall give notice of any such event to the Borrowers and in case any of the above occurs on the Interest Determination Date prior to a Drawdown Date the Borrowers’ right to borrow an Advance which remains available for borrowing shall be suspended during the continuation of such circumstances. 9.2 If, however, any of the events described in Clause 9.1 occurs on any other Interest Determination Date relative to an Advance 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 such Advance 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 the cost (expressed as a percentage rate per annum) to the Lender of funding the amount of such Advance or any part thereof during such Interest Period(s). 9.3 During such Interest Period(s) the Borrowers and the Lender shall negotiate in good faith in order to agree an Interest Rate or Rates and Interest Period or Periods satisfactory to the Borrowers 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 Borrowers 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 Borrowers shall repay the Facility together with accrued interest thereon at the Interest Rate set out above together with all other amounts due under this Agreement relative to the Facility but without any prepayment fee, on the last day of such Interest Period, whereupon both Facility shall be cancelled and no further Advances shall be made hereunder.

Substitute Basis. 9.1 8.01 If the Lender determines (which determination shall be conclusive) that: 9.1.1 8.01.01 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 9.1.2 LIBOR would not adequately reflect the cost of the Lender of making, funding or maintaining the Facility or any part thereof for the duration of the next succeeding Interest Period; or 9.1.3 8.01.02 by reason of circumstances affecting the London Interbank Market such deposits are not available to the Lender in such market; or 9.1.4 8.01.03 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 9.1.5 8.01.04 Dollars will or may not continue to be freely transferable; then, and in any such case the Lender shall give notice of any such event to the Borrowers Borrower and in case any of the above occurs on the Interest Determination Date prior to a the Drawdown Date the Borrowers’ Borrower's right to borrow an Advance which remains available for borrowing the Facility shall be suspended during the continuation of such circumstances. 9.2 8.02 If, however, any of the events described in Clause 9.1 8.01 occurs on any other Interest Determination Date relative to an Advance 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 such Advance 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 the cost (expressed as a percentage rate per annum) to the Lender of funding the amount of such Advance or any part thereof the Facility during such Interest Period(s). 9.3 8.03 During such Interest Period(s) the Borrowers Borrower and the Lender shall negotiate in good faith in order to agree an Interest Rate or Rates and Interest Period or Periods satisfactory to the Borrowers 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 Borrowers 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 Borrowers Borrower shall repay the Facility together with accrued interest thereon at the Interest Rate set out above together with all other amounts due under this Agreement relative to the Facility but without any prepayment fee, on the last day of such Interest Period, whereupon both Facility shall be cancelled and no further Advances shall be made hereunder.

Substitute Basis. 9.1 9.01 If the Lender determines (which determination - in the absence of manifest error - shall be conclusive) that: 9.1.1 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 9.1.2 9.01.02 LIBOR would not adequately reflect the cost of to the Lender of making, funding or maintaining the Facility or any part thereof for the duration of the next succeeding Interest Period; or 9.1.3 9.01.03 by reason of circumstances affecting the London Interbank Market such deposits are not available to the Lender in such market; or 9.1.4 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 9.1.5 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 Borrowers Borrower and in case any of the above occurs on the Interest Determination Date prior to a the Drawdown Date the Borrowers’ Borrower's right to borrow an Advance which remains available for borrowing the Facility or any part thereof shall be suspended during the continuation of such circumstances. 9.2 9.02 If, however, any of the events described in Clause 9.1 9.01 occurs on any other Interest Determination Date relative to an Advance 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 such Advance 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 Margin, and any Mandatory Cost and the cost (expressed as a percentage rate per annum) to the Lender of funding the amount of such Advance or any part thereof the Facility during such Interest Period(s). 9.3 9.03 During such Interest Period(s) the Borrowers 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 Borrowers 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 Borrowers 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 Borrowers Borrower shall repay the Facility together with accrued interest thereon at the Interest Rate set out above above, together with all other amounts due under this Agreement relative to the Facility but without any prepayment feeFacility, on the last day of such Interest Period, whereupon both Facility shall be cancelled and no further Advances shall be made hereunder.

Substitute Basis. 9.1 If If, on or prior to the Lender determines (which determination shall be conclusive) that: 9.1.1 at 11.00 a.m. (London time) on first day of 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 9.1.2 LIBOR would not adequately reflect the cost of the Lender of making, funding or maintaining the Facility or any part thereof for the duration of the next succeeding Period (an “Affected Interest Period; or”): 9.1.3 (a) the Administrative Agent determines that, by reason of circumstances affecting the London Interbank Market such deposits are not available to the Lender in such interbank Eurodollar market; or 9.1.4 , adequate and reasonable means do not or exist for ascertaining the “LIBO Rate” for such Interest Period, or (b) the Required Lenders determine and notify the Administrative Agent that, as a result of a change in circumstances occurring after the date of this Agreement which are generally affecting the interbank lending markets and not peculiar to, and are outside the control of, the Required Lenders, the relevant rates of interest referred to in the definition of “LIBO Rate” in Section 1.01 upon the basis of which the rate of interest for Loans for such Affected Interest Period is to be determined will not exist be adequate to cover the cost to such Lenders of making or maintaining their Loans for the Lender to ascertain the Interest Rate applicable to the next succeeding such Affected Interest Period; or 9.1.5 Dollars will or may not continue to be freely transferable; then, and in any such case the Lender Administrative Agent shall give notice of any such event to the Borrowers and in case any of the above occurs on the Interest thereof (a “Rate Determination Date prior to a Drawdown Date the Borrowers’ right to borrow an Advance which remains available for borrowing shall be suspended during the continuation of such circumstances. 9.2 If, however, any of the events described in Clause 9.1 occurs on any other Interest Determination Date relative to an Advance 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 such Advance 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 the cost (expressed as a percentage rate per annumNotice”) to the Lender of funding Borrower and the amount of Lenders as soon as practicable thereafter. If such Advance or any part thereof notice is given, during the thirty-day period following such Interest Period(s). 9.3 During such Interest Period(sRate Determination Notice (the “Negotiation Period”) the Borrowers Administrative Agent and the Lender Borrower shall negotiate in good faith in order with a view to agree an Interest Rate or Rates and Interest Period or Periods satisfactory agreeing upon a substitute interest rate basis (having the written approval of the Required Lenders) for the Loans which shall reflect the cost to the Borrowers Lenders of funding their Loans from alternative sources (a “Substitute Basis”), and if such Substitute Basis is so agreed upon during the Negotiation Period, such Substitute Basis shall apply in lieu of the LIBO Rate to all Interest Periods commencing on or after the first day of the Affected Interest Period, until the circumstances giving rise to such notice have ceased to apply. If a Substitute Basis is not agreed upon during the Negotiation Period, the Borrower may elect to prepay the Loans pursuant to Section 2.08; provided, however, that if the Borrower does not elect so to prepay, each Lender shall determine (and shall certify from time to time in a certificate delivered by such Lender to be substituted the Administrative Agent setting forth in reasonable detail the basis of the computation of such amount and such certificate shall constitute a certification by such Lender that such calculation is an accurate and fair calculation of such Lender’s funding costs for those which but such Interest Period) the rate basis reflecting the cost to such Lender of funding its Loans from such source as it may reasonably select for the occurrence of any such event as specified in this Clause would have applied. If the Borrowers 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, commencing on or after the Borrowers shall repay the Facility together with accrued interest thereon at the Interest Rate set out above together with all other amounts due under this Agreement relative to the Facility but without any prepayment fee, on the last first day of such the Affected Interest Period, whereupon both Facility until the circumstances giving rise to such notice have ceased to apply, and such rate basis shall be cancelled binding upon the Borrower and no further Advances such Lender and shall be made hereunderapply in lieu of the LIBO Rate for the relevant Interest Period.

Substitute Basis. 9.1 If (i) During the Lender determines (which determination shall be conclusive) that: 9.1.1 at 11.00 a.m. (London time) on any Interest Determination Date 30 day period following 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 9.1.2 LIBOR would not adequately reflect the cost of the Lender of making, funding or maintaining the Facility or any part thereof for the duration of the next succeeding Interest Period; or 9.1.3 by reason of circumstances affecting the London Interbank Market such deposits are not available to the Lender in such market; or 9.1.4 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 9.1.5 Dollars will or may not continue to be freely transferable; then, and in any such case the Lender shall give notice date of any such event notice given pursuant to Section 2.12 (b) or (d) in relation to Eurocurrency Rate Loans (the Borrowers and in case any “Negotiation Period”), the Administrative Agent (on behalf of the above occurs on the Interest Determination Date prior to a Drawdown Date the Borrowers’ right to borrow an Advance which remains available for borrowing shall be suspended during the continuation of such circumstances. 9.2 If, however, any of the events described in Clause 9.1 occurs on any other Interest Determination Date relative to an Advance or any part thereof, then the duration of the relevant Interest Period(sLenders) shall be up to one (1) month and during such Interest Period the Interest Rate applicable to such Advance 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 the cost (expressed as a percentage rate per annum) to the Lender of funding the amount of such Advance or any part thereof during such Interest Period(s). 9.3 During such Interest Period(s) the Borrowers and the Lender shall Borrower will negotiate in good faith for the purpose of agreeing upon an alternative, mutually acceptable basis (the “Substitute Basis”) for determining the rate of interest to be applicable to such Loan, and any other amounts hereunder not paid when due, in order to agree an Interest lieu of the Eurocurrency Rate, and if at the expiry of the Negotiation Period the Administrative Agent (with the consent of the Lenders) and the Borrower have agreed upon a Substitute Basis and any required approvals of any Governmental Authority therefor have been obtained, the Substitute Basis in lieu of the applicable Eurocurrency Rate plus the Applicable Margin shall take effect from such date (including such retroactive date) as the Administrative Agent (with the consent of the Lenders) and the Borrower may in such circumstance agree. (ii) If, at the expiry of the Negotiation Period, a Substitute Basis shall not have been agreed upon or Rates and Interest Period or Periods satisfactory any required approvals of any Governmental Authority therefor shall not have been obtained, the Administrative Agent (with the consent of the Lenders) shall notify the Borrower of the cost to the Borrowers Lenders (as reasonably determined by them) of funding and maintaining the Lender to be substituted for those which but outstanding affected Loans, and any other amounts hereunder not paid when due, for the occurrence of any such event as specified in this Clause would have applied. If the Borrowers 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 Borrowers shall repay the Facility together with accrued interest thereon at the Interest Rate set out above together with all other amounts due under this Agreement relative to the Facility but without any prepayment fee, on the last day of such applicable Interest Period, whereupon both Facility and the interest payable to the Lenders on Loans, and such other amounts not paid when due, to which such Interest Period applies shall be cancelled interest at a rate per annum equal to the cost of funding and maintaining such Loans or such other amounts as so notified by the Administrative Agent plus the Applicable Margin. Loans to which the rate of interest determined pursuant to clause (i) or (ii) of this Section 2.12(g) applies are referred to as “Substitute Basis Loans” and the rate of interest so determined is referred to as the “Substitute Basis Rate.” The procedures specified in clauses (i) and (ii) above shall apply to each relevant period succeeding the first such period to which they were first applied unless and until the Administrative Agent (at the request of the affect Lender) notifies the Borrower that the condition referred to in Section 2.12(b) or (d) no further Advances longer exists, whereupon interest on Loans shall again be made hereunderdetermined in accordance with the provisions of Section 2.8 hereof, effective commencing on the third Business Day after the date of such notice. With a view to returning to the normal operation of the Facility, the Administrative Agent shall, after having consulted with such Lender, examine the situation at least weekly to determine if the circumstances described in Section 2.12(b) or (d) still prevail.

Substitute Basis. 9.1 If During the Lender determines (which determination shall be conclusive) that: 9.1.1 at 11.00 a.m. (London time) on any Interest Determination Date 30 days following 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 9.1.2 LIBOR would not adequately reflect the cost of the Lender of making, funding or maintaining the Facility or any part thereof for the duration of the next succeeding Interest Period; or 9.1.3 by reason of circumstances affecting the London Interbank Market such deposits are not available to the Lender in such market; or 9.1.4 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 9.1.5 Dollars will or may not continue to be freely transferable; then, and in any such case the Lender shall give notice date of any such event notice given to Borrower pursuant to subsections 2.6B and 2.6C, Administrative Agent, the Borrowers Lenders and in case any of the above occurs on the Interest Determination Date prior to a Drawdown Date the Borrowers’ right to borrow an Advance which remains available for borrowing shall be suspended during the continuation of such circumstances. 9.2 If, however, any of the events described in Clause 9.1 occurs on any other Interest Determination Date relative to an Advance 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 such Advance 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 the cost (expressed as a percentage rate per annum) to the Lender of funding the amount of such Advance or any part thereof during such Interest Period(s). 9.3 During such Interest Period(s) the Borrowers and the Lender Borrower shall negotiate in good faith in order to agree an Interest Rate or Rates and Interest Period or Periods satisfactory arrive at a mutually acceptable alternative basis for determining the interest rate from time to time applicable to the Borrowers and affected Loans (the Lender to be substituted for those which but for "Substitute Basis"). If within the occurrence 30 days following the date of any such event as specified in this Clause would have appliednotice to Borrower, Administrative Agent, the Lenders and Borrower shall agree upon a Substitute Basis, such Substitute Basis shall be retroactive to and effective from the first day of the then current Interest Period until and including the last day of such Interest Period. If after 30 days from the Borrowers date of such notice, the Lenders and the Lender are unable Borrower shall have failed to agree upon a Substitute Basis, then each Lender shall certify in writing to Borrower through Administrative Agent (such certification to be conclusive and binding on all of the parties hereto absent manifest error) the interest rate at which such an Lender is prepared to make or maintain its affected Loan for such Interest Rate(sPeriod, it being understood that such Lender's interest rate shall be at a rate per annum equal to the sum of the Applicable Margin plus a rate which adequately and fairly reflects the cost to such Lender of obtaining the funds necessary to maintain its affected Loan for such Interest Period, such interest rate to be retroactive to and effective from the first day of such Interest Period. If no Substitute Basis is established, upon receipt of notice of the interest rates at which the Lenders are prepared to make or maintain their respective affected Loans, Borrower shall have the right exercisable upon ten Business Days' prior notice to any Lender through Administrative Agent (A) and Interest Period(s) to continue to borrow Loans at the interest rates so advised by the day which is two respective Lenders (2as such rates may be modified, from time to time, at the outset of each subsequent Interest Period) Banking Days before or (B) to prepay in full the end Affected Loans of the Interest Period referred to aboveany Lender, the Borrowers shall repay the Facility together with accrued interest thereon at the Interest Rate set out above together interest rate certified in writing by such Lender as provided above, whereupon such Affected Loans shall become due and payable on the date specified by Borrower in such notice. In determining the actual interest rate per annum to be charged on any Loan, the Substitute Basis or the interest rate advised by the respective Lenders to apply to a Loan in accordance with all other amounts due under the provisions of this Agreement relative subsection 2.6G shall be increased to the Facility but without rate per annum obtained by dividing the Substitute Basis or such advised interest rate by a percentage equal to 100% minus the then stated maximum rate of all required reserve requirements under applicable law (including any prepayment feemarginal, emergency, supplemental, special or other reserves) and applicable on the last day date of determination of such Interest Periodinterest rate to any member bank of the Federal Reserve System in respect of "Eurocurrency liabilities" as defined in Regulation D of the Board of Governors of the Federal Reserve System, whereupon both Facility shall be cancelled and no further Advances shall be made hereunderas in effect from time to time (or any successor category of liabilities under Regulation D).

Substitute Basis. 9.1 If If, on or prior to the Lender determines (which determination shall be conclusive) that: 9.1.1 at 11.00 a.m. (London time) on first day of 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 9.1.2 LIBOR would not adequately reflect the cost of the Lender of making, funding or maintaining the Facility or any part thereof for the duration of the next succeeding Period (an "Affected Interest Period; or"): 9.1.3 (a) the Administrative Agent determines that, by reason of circumstances affecting the London Interbank Market such deposits are interbank eurodollar market, the "LIBO Rate" cannot available be determined pursuant to the Lender in such market; definition thereof, or 9.1.4 adequate (b) the Majority Lenders determine and reasonable means do not or notify the Administrative Agent that the relevant rates of interest referred to in the definition of "LIBO Rate" in Section 1.01 hereof upon the basis of which the rate of interest for Loans for such Affected Interest Period is to be determined will not exist be adequate to cover the cost to such Lenders of making or maintaining their Loans for the Lender to ascertain the Interest Rate applicable to the next succeeding such Affected Interest Period; or 9.1.5 Dollars will or may not continue to be freely transferable; then, and in any such case then the Lender Administrative Agent shall give notice of any such event thereof (a "Rate Determination Notice") to the Borrowers and in case any of the above occurs on the Interest Determination Date prior to a Drawdown Date the Borrowers’ right to borrow an Advance which remains available for borrowing shall be suspended Lenders as soon as practicable thereafter. If such notice is given, during the continuation of ninety-day period following such circumstances. 9.2 If, however, any of Rate Determination Notice (the events described in Clause 9.1 occurs on any other Interest Determination Date relative to an Advance or any part thereof, then "Negotiation Period") 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 such Advance 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 Administrative Agent and the cost (expressed as a percentage rate per annum) to the Lender of funding the amount of such Advance or any part thereof during such Interest Period(s). 9.3 During such Interest Period(s) the Borrowers and the Lender shall negotiate in good faith in order with a view to agree an Interest Rate or Rates and Interest Period or Periods satisfactory agreeing upon a substitute interest rate basis (having the written approval of the Majority Lenders) for the Loans which shall reflect the cost to the Borrowers Lenders of funding their Loans from alternative sources (a "Substitute Basis"), and if such Substitute Basis is so agreed upon during the Lender to be substituted for those which but for the occurrence of any Negotiation Period, such event as specified Substitute Basis shall apply in this Clause would have applied. If the Borrowers 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 lieu of the LIBO Rate to all Interest Period referred to above, Periods commencing on or after the Borrowers shall repay the Facility together with accrued interest thereon at the Interest Rate set out above together with all other amounts due under this Agreement relative to the Facility but without any prepayment fee, on the last first day of such the Affected Interest Period, whereupon both Facility until the circumstances giving rise to such notice have ceased to apply. If a Substitute Basis is not agreed upon during the Negotiation Period, the Base Rate as in effect from time to time shall be cancelled and no further Advances shall be made hereunderapply in lieu of the LIBO Rate for the relevant Interest Periods.

Substitute Basis. 9.1 If During the Lender determines (which determination shall be conclusive) that: 9.1.1 at 11.00 a.m. (London time) on any Interest Determination Date 30 days following 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 9.1.2 LIBOR would not adequately reflect the cost of the Lender of making, funding or maintaining the Facility or any part thereof for the duration of the next succeeding Interest Period; or 9.1.3 by reason of circumstances affecting the London Interbank Market such deposits are not available to the Lender in such market; or 9.1.4 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 9.1.5 Dollars will or may not continue to be freely transferable; then, and in any such case the Lender shall give notice date of any such event notice given to Borrower pursuant to subsections 2.6B and 2.6C, Agent, the Borrowers Lenders and in case any of the above occurs on the Interest Determination Date prior to a Drawdown Date the Borrowers’ right to borrow an Advance which remains available for borrowing shall be suspended during the continuation of such circumstances. 9.2 If, however, any of the events described in Clause 9.1 occurs on any other Interest Determination Date relative to an Advance 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 such Advance 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 the cost (expressed as a percentage rate per annum) to the Lender of funding the amount of such Advance or any part thereof during such Interest Period(s). 9.3 During such Interest Period(s) the Borrowers and the Lender Borrower shall negotiate in good faith in order to agree an Interest Rate or Rates and Interest Period or Periods satisfactory arrive at a mutually acceptable alternative basis for determining the interest rate from time to time applicable to the Borrowers and affected Loans (the Lender to be substituted for those which but for "Substitute Basis"). If within the occurrence 30 days following the date of any such event as specified in this Clause would have appliednotice to Borrower, Agent, the Lenders and Borrower shall agree upon a Substitute Basis, such Substitute Basis shall be retroactive to and effective from the first day of the then current Interest Period until and including the last day of such Interest Period. If after 30 days from the Borrowers date of such notice, the Lenders and the Lender are unable Borrower shall have failed to agree upon a Substitute Basis, then each Lender shall certify in writing to Borrower through Agent (such certification to be conclusive and binding on all of the parties hereto absent manifest error) the interest rate at which such an Lender is prepared to make or maintain its affected Loan for such Interest Rate(sPeriod, it being understood that such Lender's interest rate shall be at a rate per annum equal to the sum of the Applicable Margin plus a rate which adequately and fairly reflects the cost to such Lender of obtaining the funds necessary to maintain its affected Loan for such Interest Period, such interest rate to be retroactive to and effective from the first day of such Interest Period. If no Substitute Basis is established, upon receipt of notice of the interest rates at which the Lenders are prepared to make or maintain their respective affected Loans, Borrower shall have the right (i) and Interest Period(sexercis able upon ten Business Days' prior notice to any Lender through Agent (A) to continue to borrow Loans at the interest rates so advised by the day which is two respective Lenders (2as such rates may be modified, from time to time, at the outset of each subsequent Interest Period) Banking Days before or (B) to prepay in full the end Affected Loans of the Interest Period referred to aboveany Lender, the Borrowers shall repay the Facility together with accrued interest thereon at the Interest Rate set out above together interest rate certified in writing by such Lender as provided above, whereupon such Affected Loans shall become due and payable on the date specified by Borrower in such notice. In determining the actual interest rate per annum to be charged on any Loan, the Substitute Basis or the interest rate advised by the respective Lenders to apply to a Loan in accordance with all other amounts due under the provisions of this Agreement relative subsection 2.6G shall be increased to the Facility but without rate per annum obtained by dividing the Substitute Basis or such advised interest rate by a percentage equal to 100% minus the then stated maximum rate of all required reserve requirements under applicable law (including any prepayment feemarginal, emergency, supplemental, special or other reserves) and applicable on the last day date of determination of such Interest Periodinterest rate to any member bank of the Federal Reserve System in respect of "Eurocurrency liabilities" as defined in Regulation D of the Board of Governors of the Federal Reserve System, whereupon both Facility shall be cancelled and no further Advances shall be made hereunderas in effect from time to time (or any successor category of liabilities under regulation D).

Substitute Basis. 9.1 If If, on or prior to the Lender determines (which determination shall be conclusive) that: 9.1.1 at 11.00 a.m. (London time) on first day of 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 9.1.2 LIBOR would not adequately reflect the cost of the Lender of making, funding or maintaining the Facility or any part thereof for the duration of the next succeeding Period (an “Affected Interest Period; or”): 9.1.3 (a) the Administrative Agent determines that, by reason of circumstances affecting the London Interbank Market such deposits are interbank Eurodollar market, the “LIBO Rate” cannot available be determined pursuant to the Lender in such market; definition thereof, or 9.1.4 adequate (b) the Majority Lenders determine and reasonable means do not or notify the Administrative Agent that the relevant rates of interest referred to in the definition of “LIBO Rate” in Section 1.01 upon the basis of which the rate of interest for Loans for such Affected Interest Period is to be determined will not exist be adequate to cover the cost to such Lenders of making or maintaining their Loans for the Lender to ascertain the Interest Rate applicable to the next succeeding such Affected Interest Period; or 9.1.5 Dollars will or may not continue to be freely transferable; then, and in any such case the Lender Administrative Agent shall give notice of any such event to the Borrowers and in case any of the above occurs on the Interest thereof (a “Rate Determination Date prior to a Drawdown Date the Borrowers’ right to borrow an Advance which remains available for borrowing shall be suspended during the continuation of such circumstances. 9.2 If, however, any of the events described in Clause 9.1 occurs on any other Interest Determination Date relative to an Advance 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 such Advance 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 the cost (expressed as a percentage rate per annumNotice”) to the Lender of funding Borrower and the amount of Lenders as soon as practicable thereafter. If such Advance or any part thereof notice is given, during the thirty-day period following such Interest Period(s). 9.3 During such Interest Period(sRate Determination Notice (the “Negotiation Period”) the Borrowers Administrative Agent and the Lender Borrower shall negotiate in good faith in order with a view to agree an Interest Rate or Rates and Interest Period or Periods satisfactory agreeing upon a substitute interest rate basis (having the written approval of the Majority Lenders) for the Loans which shall reflect the cost to the Borrowers Lenders of funding their Loans from alternative sources (a “Substitute Basis”), and if such Substitute Basis is so agreed upon during the Negotiation Period, such Substitute Basis shall apply in lieu of the LIBO Rate to all Interest Periods commencing on or after the first day of the Affected Interest Period, until the circumstances giving rise to such Rate Determination Notice have ceased to apply. If a Substitute Basis is not agreed upon during the Negotiation Period, the Borrower may elect to prepay the Loans pursuant to Section 3.03; provided, however, that if the Borrower does not elect so to prepay, each Lender shall determine, in its commercially reasonable discretion (and shall certify from time to time in a certificate delivered by such Lender to be substituted the Administrative Agent and each other Lender setting forth in reasonable detail the basis of the computation of such amount) the rate basis reflecting the cost to such Lender of funding its Loan for those which but for the occurrence of any such event as specified in this Clause would have applied. If the Borrowers 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, commencing on or after the Borrowers shall repay the Facility together with accrued interest thereon at the Interest Rate set out above together with all other amounts due under this Agreement relative to the Facility but without any prepayment fee, on the last first day of such the Affected Interest Period, whereupon both Facility until the circumstances giving rise to such Rate Determination Notice have ceased to apply, and such rate basis shall be cancelled binding upon the Borrower, absent manifest error, and no further Advances such Lender and shall be made hereunderapply in lieu of the LIBO Rate for the relevant Interest Period.

Substitute Basis. 9.1 If If, on or prior to the first day of any Interest Period (an “Affected Interest Period”): (a) the Lender determines (which determination shall be conclusive) that: 9.1.1 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 9.1.2 LIBOR would not adequately reflect the cost of the Lender of making, funding or maintaining the Facility or any part thereof for the duration of the next succeeding Interest Period; or 9.1.3 by reason of circumstances affecting the London Interbank Market interbank market, the “LIBO Rate” cannot be determined pursuant to the definition thereof, or (b) the Lender determines that the relevant rates of interest referred to in the definition of “LIBO Rate” in Section 1.01 upon the basis of which the rate of interest for the Loan for such deposits are Affected Interest Period is to be determined will not available be adequate to cover the cost to the Lender in of making or maintaining the Loan for such market; or 9.1.4 adequate and reasonable means do not or will not exist for the Lender to ascertain the Interest Rate applicable to the next succeeding Affected Interest Period; or 9.1.5 Dollars will or may not continue to be freely transferable; then, and in any such case the Lender shall give notice of any such event thereof (a “Rate Determination Notice”) to the Borrowers and in case any of the above occurs on the Interest Determination Date prior to a Drawdown Date the Borrowers’ right to borrow an Advance which remains available for borrowing shall be suspended Borrower as soon as practicable thereafter. If such notice is given, during the continuation of thirty-day period following such circumstances. 9.2 If, however, any of Rate Determination Notice (the events described in Clause 9.1 occurs on any other Interest Determination Date relative to an Advance or any part thereof, then the duration of the relevant Interest Period(s“Negotiation Period”) shall be up to one (1) month and during such Interest Period the Interest Rate applicable to such Advance 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 the Borrower shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis for the Loan which shall reflect the cost (expressed as a percentage rate per annum) to the Lender of funding the amount Loan from alternative sources (a “Substitute Basis”), and if such Substitute Basis is so agreed upon during the Negotiation Period, such Substitute Basis shall apply in lieu of the LIBO Rate to all Interest Periods commencing on or after the first day of the Affected Interest Period, until the circumstances giving rise to such Rate Determination Notice have ceased to apply. If a Substitute Basis is not agreed upon during the Negotiation Period, the Borrower may elect to prepay the Loan pursuant to Section 3.04; provided, however, that if the Borrower does not elect so to prepay, the Lender shall determine in its commercially reasonable discretion (and shall certify from time to time in a certificate delivered by the Lender to the Borrower setting forth in reasonable detail the basis of the computation of such Advance or any part thereof during such Interest Period(s). 9.3 During such Interest Period(samount) the Borrowers rate basis reflecting the cost to the Lender of funding its Loan for the Interest Period commencing on or after the first day of the Affected Interest Period, until the circumstances giving rise to such Rate Determination Notice have ceased to apply, and such rate basis shall be binding upon the Borrower, absent manifest error, and the Lender and shall negotiate apply in good faith in order to agree an Interest lieu of the LIBO Rate or Rates and Interest Period or Periods satisfactory to the Borrowers 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 Borrowers 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 Borrowers shall repay the Facility together with accrued interest thereon at the Interest Rate set out above together with all other amounts due under this Agreement relative to the Facility but without any prepayment fee, on the last day of such relevant Interest Period, whereupon both Facility shall be cancelled and no further Advances shall be made hereunder.

Substitute Basis. 9.1 7.1 If the Lender a Bank determines (which determination shall be conclusive) that:that - 9.1.1 7.1.1 at 11.00 a.m. (London time) on any Interest Determination Date the Lender such Bank was not being offered by banks in the London European Interbank Market deposits in Dollars Euros in the required amount and for the required period; or 9.1.2 LIBOR would 7.1.2 such deposits are not adequately reflect the cost of the Lender of making, funding or maintaining the Facility or any part thereof for the duration of the next succeeding Interest Period; or 9.1.3 available by reason of circumstances affecting the London European Interbank Market Market; or 7.1.3 such deposits are not available to the Lender such Bank in such market; or 9.1.4 7.1.4 adequate and reasonable means do not or will not exist for the Lender such Bank to obtain or ascertain the Interest Rate applicable to the next succeeding Interest Period; or 9.1.5 Dollars 7.1.5 Euros will or may not continue to be freely transferable; , then, and in any such case the Lender Agent shall give notice of any such event to the Borrowers and and, in case any of the above occurs on the Interest Determination Date prior to a Drawdown Date the Borrowers’ right to borrow an Advance the part of the Facility which remains available for borrowing shall be suspended during the continuation of such circumstances. 9.2 7.2 If, however, any of the events described in Clause 9.1 7.1 occurs on any other Interest Determination Date relative to an Advance the Facility or any part thereof, then the duration of the relevant Interest Period(s) Period shall be up to one (1) month and during such Interest Period the Interest Rate applicable to such Advance the Facility or the relevant part thereof shall be the rate per annum determined by the Lender Banks rounded upwards to the nearest whole multiple of one sixteenth per cent (1/16th%) to be the aggregate of the Applicable Margin and the cost (expressed as a percentage rate per annum) to the Lender Banks of funding the amount of such Advance the Facility or any the relevant part thereof during such Interest Period(s)Period. 9.3 7.3 During such Interest Period(s) Period the Borrowers and the Lender Banks shall negotiate in good faith in order to agree an Interest Rate or Rates and Interest Period or Periods satisfactory to the Borrowers and the Lender Banks to be substituted for those which but for the occurrence of any such event as specified in this Clause would have applied. If the Borrowers and the Lender Banks are unable to agree on such an Interest Rate(s) Rate and Interest Period(s) Period by the day which is two (2) Banking Business Days before the end of the Interest Period referred to above, the Borrowers shall repay the Facility together with accrued interest thereon at the Interest Rate set out above together with all other amounts due under this Agreement relative to the Facility but without any prepayment fee, on the last day of such Interest Period, whereupon both Facility shall be cancelled and no further Advances shall be made hereunder.

Substitute Basis. 9.1 If If, on or prior to the Lender determines (which determination shall be conclusive) that: 9.1.1 at 11.00 a.m. (London time) on first day of 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 9.1.2 LIBOR would not adequately reflect the cost of the Lender of making, funding or maintaining the Facility or any part thereof for the duration of the next succeeding Period (an “Affected Interest Period; or”): 9.1.3 (a) the Administrative Agent determines that, by reason of circumstances affecting the London Interbank Market such deposits are interbank Eurodollar market, the “LIBO Rate” cannot available be determined pursuant to the Lender in such market; definition thereof, or 9.1.4 adequate (b) the Majority Lenders determine and reasonable means do not or notify the Administrative Agent that the relevant rates of interest referred to in the definition of “LIBO Rate” in Section 1.01 upon the basis of which the rate of interest for Loans for such Affected Interest Period is to be determined will not exist be adequate to cover the cost to such Lenders of making or maintaining their Loans for the Lender to ascertain the Interest Rate applicable to the next succeeding such Affected Interest Period; or 9.1.5 Dollars will or may not continue to be freely transferable; then, and in any such case the Lender Administrative Agent shall give notice of any such event to the Borrowers and in case any of the above occurs on the Interest thereof (a “Rate Determination Date prior to a Drawdown Date the Borrowers’ right to borrow an Advance which remains available for borrowing shall be suspended during the continuation of such circumstances. 9.2 If, however, any of the events described in Clause 9.1 occurs on any other Interest Determination Date relative to an Advance 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 such Advance 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 the cost (expressed as a percentage rate per annumNotice”) to the Lender of funding Company and the amount of Lenders as soon as practicable thereafter. If such Advance or any part thereof notice is given, during the thirty-day period following such Interest Period(s). 9.3 During such Interest Period(sRate Determination Notice (the “Negotiation Period”) the Borrowers Administrative Agent and the Lender Company shall negotiate in good faith in order with a view to agree an Interest Rate or Rates and Interest Period or Periods satisfactory agreeing upon a substitute interest rate basis (having the written approval of the Majority Lenders) for the Loans which shall reflect the cost to the Borrowers Lenders of funding their Loans from alternative sources (a “Substitute Basis”), and if such Substitute Basis is so agreed upon during the Negotiation Period, such Substitute Basis shall apply in lieu of the LIBO Rate to all Interest Periods commencing on or after the first day of the Affected Interest Period, until the circumstances giving rise to such notice have ceased to apply. If a Substitute Basis is not agreed upon during the Negotiation Period, the Company may elect to prepay the Loans pursuant to Section 3.03; provided, however, that if the Company does not elect so to prepay, each Lender shall determine (and shall certify from time to time in a certificate delivered by such Lender to be substituted the Administrative Agent setting forth in reasonable detail the basis of the computation of such amount) the rate basis reflecting the cost to such Lender of funding its Loan for those which but for the occurrence of any such event as specified in this Clause would have applied. If the Borrowers 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, commencing on or after the Borrowers shall repay the Facility together with accrued interest thereon at the Interest Rate set out above together with all other amounts due under this Agreement relative to the Facility but without any prepayment fee, on the last first day of such the Affected Interest Period, whereupon both Facility until the circumstances giving rise to such notice have ceased to apply, and such rate basis shall be cancelled binding upon the Company and no further Advances such Lender and shall be made hereunderapply in lieu of the LIBO Rate for the relevant Interest Period.

Substitute Basis. 9.1 If If, on or prior to the Lender determines (which determination shall be conclusive) that: 9.1.1 at 11.00 a.m. (London time) on first day of 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 9.1.2 LIBOR would not adequately reflect the cost of the Lender of makingPeriod (each, funding or maintaining the Facility or any part thereof for the duration of the next succeeding an “Affected Interest Period; or 9.1.3 ”): (a) the Administrative Agent determines that, by reason of circumstances affecting the London Interbank Market such deposits are interbank Eurodollar market, the “LIBO Rate” cannot available be determined pursuant to the Lender definition thereof, or (b) the Majority Lenders reasonably determine and notify the Administrative Agent that the relevant rates of interest referred to in the definition of “LIBO Rate” in Section 1.01 hereof upon the basis of which the rate of interest for Loans for such market; or 9.1.4 adequate and reasonable means do not or Affected Interest Period is to be determined will not exist be adequate to cover the cost to such Lenders of making or maintaining their Loans for the Lender to ascertain the Interest Rate applicable to the next succeeding such Affected Interest Period; or 9.1.5 Dollars will or may not continue to be freely transferable; , then, and in any such case event, the Lender Administrative Agent shall give notice of any such event to the Borrowers and in case any of the above occurs on the Interest thereof (each, a “Rate Determination Date prior to a Drawdown Date the Borrowers’ right to borrow an Advance which remains available for borrowing shall be suspended during the continuation of such circumstances. 9.2 If, however, any of the events described in Clause 9.1 occurs on any other Interest Determination Date relative to an Advance 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 such Advance 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 the cost (expressed as a percentage rate per annumNotice”) to the Lender of funding Borrower and the amount of Lenders as soon as practicable thereafter. If such Advance or any part thereof notice is given, during the thirty-day period following such Interest Period(s). 9.3 During such Interest Period(sRate Determination Notice (the “Negotiation Period”) the Borrowers Administrative Agent and the Lender Borrower shall negotiate in good faith in order with a view to agree an Interest Rate or Rates and Interest Period or Periods satisfactory agreeing upon a substitute interest rate basis (having the written approval of the Majority Lenders) for the Loans which shall reflect the cost to the Borrowers Lenders of funding their Loans from alternative sources (each, a “Substitute Basis”), and if such Substitute Basis is so agreed upon during the Negotiation Period, such Substitute Basis shall apply in lieu of the LIBO Rate to all Interest Periods commencing on or after the first day of the Affected Interest Period, until the circumstances giving rise to such notice have ceased to apply. If a Substitute Basis is not agreed upon during the Negotiation Period, the Borrower may elect to prepay the Loans pursuant to Section 3.03 hereof; provided, however, that if the Borrower does not elect so to prepay, each Lender shall determine (and shall certify from time to time in a certificate delivered by such Lender to be substituted the Administrative Agent setting forth in reasonable detail the basis of the computation of such amount) the rate basis reflecting the cost to such Lender of funding its Loan for those which but for the occurrence of any such event as specified in this Clause would have applied. If the Borrowers 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, commencing on or after the Borrowers shall repay the Facility together with accrued interest thereon at the Interest Rate set out above together with all other amounts due under this Agreement relative to the Facility but without any prepayment fee, on the last first day of such the Affected Interest Period, whereupon both Facility until the circumstances giving rise to such notice have ceased to apply, and such rate basis shall be cancelled binding upon the Borrower and no further Advances such Lender and shall be made hereunderapply in lieu of the LIBO Rate for the relevant Interest Period.

Substitute Basis. 9.1 If During the Lender determines (which determination shall be conclusive) that: 9.1.1 at 11.00 a.m. (London time) on 30 days following the date of 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 9.1.2 LIBOR would not adequately reflect the cost of the Lender of making, funding or maintaining the Facility or any part thereof for the duration of the next succeeding Interest Period; or 9.1.3 by reason of circumstances affecting the London Interbank Market such deposits are not available notice given to the Lender in such market; or 9.1.4 adequate Borrower pursuant to subsections 2.6B and reasonable means do not or will not exist for 2.6C, the Lender to ascertain Administrative Agent, the Interest Rate applicable to the next succeeding Interest Period; or 9.1.5 Dollars will or may not continue to be freely transferable; then, and in any such case the Lender shall give notice of any such event to the Borrowers and in case any of the above occurs on the Interest Determination Date prior to a Drawdown Date the Borrowers’ right to borrow an Advance which remains available for borrowing shall be suspended during the continuation of such circumstances. 9.2 If, however, any of the events described in Clause 9.1 occurs on any other Interest Determination Date relative to an Advance 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 such Advance 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 Lenders and the cost (expressed as a percentage rate per annum) to the Lender of funding the amount of such Advance or any part thereof during such Interest Period(s). 9.3 During such Interest Period(s) the Borrowers and the Lender Borrower shall negotiate in good faith in order to agree an Interest Rate or Rates and Interest Period or Periods satisfactory arrive at a mutually acceptable alternative basis for determining the interest rate from time to time applicable to the Borrowers and affected Loans (the Lender to be substituted for those which but for "SUBSTITUTE BASIS"). If, within the occurrence 30 days following the date of any such event as specified notice to the Borrower, the Administrative Agent, the Lenders and the Borrower shall agree upon a Substitute Basis, such Substitute Basis shall be retroactive to and effective from the first day of the then current Interest Period until and including the last day of such Interest Period. If, after 30 days from the date of such notice, the Lenders and the Borrower shall have failed to agree upon a Substitute Basis, then each Lender shall certify in this Clause would have appliedwriting to the Borrower through the Administrative Agent (such certification to be conclusive and binding on all of the parties hereto absent manifest error) the interest rate at which such Lender is prepared to make or maintain its affected Loan for such Interest Period, it being understood that such Lender's interest rate shall be at a rate per annum equal to the sum of the Applicable Margin plus, a rate which adequately and fairly reflects the cost to such Lender of obtaining the funds necessary to maintain its affected Loan for such Interest Period, such interest rate to be retroactive to and effective from the first day of such Interest Period. If no Substitute Basis is established, upon receipt of notice of the Borrowers and interest rates at which the Lenders are prepared to make or maintain their respective affected Loans, the Borrower shall have the right, exercisable upon ten Business Days' prior notice to any Lender are unable through the Administrative Agent, (A) to agree on such an Interest Rate(s) and Interest Period(s) continue to borrow Loans at the interest rates so advised by the day which is two respective Lenders (2as such rates may be modified, from time to time, at the outset of each subsequent Interest Period) Banking Days before or (B) to prepay in full the end Affected Loans of the Interest Period referred to aboveany Lender, the Borrowers shall repay the Facility together with accrued interest thereon at the Interest Rate set out above together interest rate certified in writing by such Lender as provided above, whereupon such Affected Loans shall become due and payable on the date specified by the Borrower in such notice. In determining the actual interest rate per annum to be charged on any Loan, the Substitute Basis or the interest rate advised by the respective Lenders to apply to a Loan in accordance with all other amounts due under the provisions of this Agreement relative subsection 2.6G shall be increased to the Facility but without rate per annum obtained by dividing the Substitute Basis or such advised interest rate by a percentage equal to 100% minus the then stated maximum rate of all required reserve requirements under applicable law (including any prepayment feemarginal, emergency, supplemental, special or other reserves) and applicable on the last day date of determination of such Interest Periodinterest rate to any member bank of the Federal Reserve System in respect of "Eurocurrency liabilities" as defined in Regulation D of the Board of Governors of the Federal Reserve System, whereupon both Facility shall be cancelled and no further Advances shall be made hereunderas in effect from time to time (or any successor category of liabilities under Regulation D).

Substitute Basis. 9.1 7.1 If the Lender determines (which determination shall be conclusive) that: 9.1.1 7.1.1 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 9.1.2 LIBOR would not adequately reflect the cost of the Lender of making, funding or maintaining the Facility or any part thereof for the duration of the next succeeding Interest Period; or 9.1.3 7.1.2 by reason of circumstances affecting the London Interbank Market such deposits are not available to the Lender in such market; or 9.1.4 7.1.3 adequate and reasonable means do not or will not exist for the Lender to obtain or ascertain the Interest Rate applicable to the next succeeding Interest Period; or 9.1.5 7.1.4 Dollars will or may not continue to be freely transferable; or 7.1.5 LIBOR would not adequately reflect the Lender’s cost of funding the Facility, then, and in any such case the Lender shall give notice of any such event to the Borrowers and Borrower and, in case any of the above occurs on the Interest Determination Date prior to a Drawdown Date the Borrowers’ Borrower’s right to borrow an Advance the part of the Facility which remains available for borrowing shall be suspended during the continuation of such circumstances. 9.2 7.2 If, however, any of the events described in Clause 9.1 7.1 occurs on any other Interest Determination Date relative to an Advance the Facility or any part thereof, then the duration of the relevant Interest Period(s) Period shall be up to one (1) month week or such other period determined by the Lender in its discretion and during such Interest Period the Interest Rate applicable to such Advance 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 (a) the Applicable Margin Margin, (b) the Associated Costs and (c) the cost (expressed as a percentage rate per annum) to the Lender of funding the amount of such Advance the Facility or any the relevant part thereof during such Interest Period(s)Period. 9.3 7.3 During such Interest Period(s) Period the Borrowers Borrower and the Lender shall negotiate in good faith in order to agree an Interest Rate or Rates and Interest Period or Periods satisfactory to the Borrowers 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 Borrowers Borrower and the Lender are unable to agree on such an Interest Rate(s) Rate and Interest Period(s) Period by the day which is two (2) Banking Business Days before the end of the Interest Period referred to above, the Borrowers Borrower shall repay the Facility together with accrued interest thereon at the Interest Rate set out above together with all other amounts due under this Agreement relative to the Facility but without any prepayment fee, on the last day of such Interest Period, whereupon both Facility shall be cancelled and no further Advances shall be made hereunder.

Substitute Basis. 9.1 If If, on or prior to the Lender determines (which determination shall be conclusive) that: 9.1.1 at 11.00 a.m. (London time) on first day of 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 9.1.2 LIBOR would not adequately reflect the cost of the Lender of making, funding or maintaining the Facility or any part thereof for the duration of the next succeeding Period (an "Affected Interest Period; or"): 9.1.3 (a) the Administrative Agent determines that, by reason of circumstances affecting the London Interbank Market such deposits are not available to the Lender in such market; or 9.1.4 interbank market generally, adequate and reasonable means do not or exist for ascertaining the "LIBO Rate" for such Interest Period, or (b) the Lenders having outstanding Loans and unused Commitments representing more than 35% of the sum of the total outstanding Loans and unused Commitments at such time determine and notify the Administrative Agent that, as a result of a change in circumstances occurring after the date of this Agreement which are generally affecting the interbank lending markets and not peculiar to, and are outside the control of, the such Lenders, the relevant rates of interest referred to in the definition of "LIBO Rate" in Section 1.01 upon the basis of which the rate of interest for Loans for such Affected Interest Period is to be determined will not exist be adequate to cover the cost to such Lenders of making or maintaining their Loans for the Lender to ascertain the Interest Rate applicable to the next succeeding such Affected Interest Period; or 9.1.5 Dollars will or may not continue to be freely transferable; then, and in any such case the Lender Administrative Agent shall give notice of any such event to the Borrowers and in case any of the above occurs on the Interest thereof (a "Rate Determination Date prior to a Drawdown Date the Borrowers’ right to borrow an Advance which remains available for borrowing shall be suspended during the continuation of such circumstances. 9.2 If, however, any of the events described in Clause 9.1 occurs on any other Interest Determination Date relative to an Advance 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 such Advance 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 the cost (expressed as a percentage rate per annumNotice") to the Lender of funding Borrower and the amount of Lenders as soon as practicable thereafter. If such Advance or any part thereof notice is given, during the thirty-day period following such Interest Period(s). 9.3 During such Interest Period(sRate Determination Notice (the "Negotiation Period") the Borrowers Administrative Agent and the Lender Borrower shall negotiate in good faith in order with a view to agree an Interest Rate or Rates and Interest Period or Periods satisfactory agreeing upon a substitute interest rate basis (having the written approval of the Required Lenders) for the Loans which shall reflect the cost to the Borrowers Lenders of funding their Loans from alternative sources, but subject to a 0.0% floor (a "Substitute Basis"), and if such Substitute Basis is so agreed upon during the Negotiation Period, such Substitute Basis shall apply in lieu of the LIBO Rate to all Interest Periods commencing on or after the first day of the Affected Interest Period, until the circumstances giving rise to such Rate Determination Notice have ceased to apply. If a Substitute Basis is not agreed upon during the Negotiation Period, or if the Administrative Agent and the Lender Borrower do not agree on a Successor LIBO Rate within 30 days after the rate referred to be substituted for those which but for in the occurrence definition of any such event as specified in this Clause would have applied. If LIBO Rate has been discontinued, the Borrowers Borrower may elect to prepay the Loans pursuant to Section 2.08 and no Prepayment Fee shall apply; provided, however, that if the Lender are unable Borrower does not elect so to prepay due to a failure to agree on a Substitute Basis, each 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 and such certificate shall constitute a certification by such Lender that such calculation is an accurate and fair calculation of such Lender's funding costs for such Interest Rate(sPeriod) and Interest Period(s) by the day which is two (2) Banking Days before rate basis reflecting the end cost to such Lender of funding its Loans from such source as it may reasonably select for the Interest Period referred to above, commencing on or after the Borrowers shall repay the Facility together with accrued interest thereon at the Interest Rate set out above together with all other amounts due under this Agreement relative to the Facility but without any prepayment fee, on the last first day of such the Affected Interest Period, whereupon both Facility until the circumstances giving rise to such Rate Determination Notice have ceased to apply, and such rate basis shall be cancelled binding upon the Borrower, Fly Malta and no further Advances such Lender and shall be made hereunderapply in lieu of the LIBO Rate for the relevant Interest Period.

Substitute Basis. 9.1 If In the event that on any date (i) any Lender shall have determined (which determination shall be final and conclusive and binding upon all parties hereto) that the making, maintaining, converting to or continuation of its LIBO Rate Loans has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) the Lender determines (which determination shall be conclusivefinal and conclusive and binding upon all parties hereto) that: 9.1.1 at 11.00 a.m. (London time) on any Interest Determination Date that the Lender was not being offered by banks in making, maintaining, converting to or continuation of its LIBO Rate Loans has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London Interbank Market deposits in Dollars in interbank market or the required amount and for the required period; or 9.1.2 LIBOR would not adequately reflect the cost position of the Lender of makingin that market, funding or maintaining the Facility or any part thereof for the duration of the next succeeding Interest Period; or 9.1.3 by reason of circumstances affecting the London Interbank Market such deposits are not available to the Lender in such market; or 9.1.4 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 9.1.5 Dollars will or may not continue to be freely transferable; then, and in any such case event, the Lender shall on that day give notice of any such event (by e-mail or by telephone confirmed in writing) to the Borrowers and in case any Borrower of such determination. If the Lender makes such a determination, then (1) the obligation of the above occurs on the Interest Determination Date prior Lender to a Drawdown Date the Borrowers’ right make Loans as, or to borrow an Advance which remains available for borrowing convert Loans to, LIBO Rate Loans shall be suspended during until such notice shall be withdrawn by the continuation Lender, (2) to the extent such determination by the Lender relates to a LIBO Rate Loan then being requested by the Borrower pursuant to a Notice of Borrowing or a Continuation Notice, the Lender shall make such circumstances. 9.2 IfLoan as (or continue such Loan as or convert such Loan to, howeveras the case may be) a Base Rate Loan, any of (3) the events described in Clause 9.1 occurs on any other Interest Determination Date relative Lender’s obligations to an Advance or any part thereof, then maintain its outstanding LIBO Rate Loans (the duration of the relevant Interest Period(s“Affected Loans”) shall be up terminated at the earlier to one (1) month and during such occur of the expiration of the Interest Period then in effect with respect to the Interest Affected Loans or when required by law, and (4) the Affected Loans shall automatically convert into Base Rate applicable Loans on the date of such termination. Notwithstanding the foregoing, to such Advance or the relevant part thereof shall be the rate per annum determined extent a determination by the Lender rounded upwards as described above relates to a LIBO Rate Loan then being requested by the nearest whole multiple Borrower pursuant to a Notice of one sixteenth per cent Borrowing or a Continuation Notice, the DELAYED DRAW TERM LOAN CREDIT AGREEMENT Borrower shall have the option to rescind such Notice of Borrowing or Continuation Notice as to all Lenders by giving written or telephonic notice (1/16th%) to be the aggregate promptly confirmed by delivery of the Applicable Margin and the cost (expressed as a percentage rate per annumwritten notice thereof) to the Lender of funding such rescission on the amount of such Advance or any part thereof during such Interest Period(s). 9.3 During such Interest Period(s) the Borrowers and date on which the Lender shall negotiate in good faith in order to agree an Interest Rate or Rates and Interest Period or Periods satisfactory to the Borrowers and the Lender to be substituted for those which but for the occurrence gives notice of any such event its determination as specified in this Clause would have applied. If the Borrowers 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 described above, the Borrowers shall repay the Facility together with accrued interest thereon at the Interest Rate set out above together with all other amounts due under this Agreement relative to the Facility but without any prepayment fee, on the last day of such Interest Period, whereupon both Facility shall be cancelled and no further Advances shall be made hereunder.

Substitute Basis. 9.1 If the Lender determines (which determination shall be conclusive) that: 9.1.1 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 9.1.2 LIBOR would not adequately reflect the cost of the Lender of making, funding or maintaining the Facility or any part thereof for the duration of the next succeeding Interest Period; or 9.1.3 by reason of circumstances affecting the London Interbank Market such deposits are not available to the Lender in such market; or 9.1.4 9.1.3 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 9.1.5 9.1.4 Dollars will or may not continue to be freely transferable; or 9.1.5 LIBOR would not adequately reflect the Lender’s cost of funding the Loan then, and in any such case the Lender shall give notice of any such event to the Borrowers and in case any of the above occurs on the Interest Determination Date prior to a the Drawdown Date the Borrowers’ right to borrow an Advance which remains available for borrowing the Advances shall be suspended during the continuation of such circumstances. 9.2 If, however, any of the events described in Clause 9.1 occurs on any other Interest Determination Date relative to an Advance or any part thereofDate, 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 such Advance 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 the cost (expressed as a percentage rate per annum) to the Lender of funding the amount of such Advance or any part thereof the Loan during such Interest Period(s). 9.3 During such Interest Period(s) the Borrowers and the Lender shall negotiate in good faith in order to agree an Interest Rate or Rates and Interest Period or Periods satisfactory to the Borrowers 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 Borrowers 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 Business Days before the end of the Interest Period referred to above, the Borrowers shall repay the Facility Loan together with accrued interest thereon at the Interest Rate set out above together with all other amounts due under this Loan Agreement relative to the Facility Loan but without any prepayment fee, on the last day of such Interest Period, whereupon both Facility the Loan shall be cancelled and no further Advances shall be made hereunder.

Substitute Basis. 9.1 If the Lender determines (which determination shall be conclusive) that: 9.1.1 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 9.1.2 LIBOR would not adequately reflect the cost of the Lender of making, funding or maintaining the Facility or any part thereof for the duration of the next succeeding Interest Period; or 9.1.3 by reason of circumstances affecting the London Interbank Market such deposits are not available to the Lender in such market; or 9.1.4 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 9.1.5 Dollars will or may not continue to be freely transferable; then, and in any such case the Lender shall give notice of any such event to the Borrowers and in case any of the above occurs on the Interest Determination Date prior to a Drawdown Date the Borrowers’ right to borrow an Advance which remains available for borrowing shall be suspended during the continuation of such circumstances. 9.2 If, however, any of the events described in Clause 9.1 occurs on any other Interest Determination Date relative to an Advance 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 such Advance 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 relevant Applicable Margin and the cost (expressed as a percentage rate per annum) to the Lender of funding the amount of such Advance or any part thereof during such Interest Period(s). 9.3 During such Interest Period(s) the Borrowers and the Lender shall negotiate in good faith in order to agree an Interest Rate or Rates and Interest Period or Periods satisfactory to the Borrowers 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 Borrowers 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 Borrowers shall repay the Facility together with accrued interest thereon at the Interest Rate set out above together with all other amounts due under this Agreement relative to the Facility but without any prepayment fee, on the last day of such Interest Period, whereupon both Facility shall be cancelled and no further Advances shall be made hereunder.

Substitute Basis. 9.1 If If, on or prior to the Lender determines (which determination shall be conclusive) that: 9.1.1 at 11.00 a.m. (London time) on first day of 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 9.1.2 LIBOR would not adequately reflect the cost of the Lender of making, funding or maintaining the Facility or any part thereof for the duration of the next succeeding Period (an "Affected Interest Period; or"): 9.1.3 (a) the Administrative Agent determines that, by reason of circumstances affecting the London Interbank Market such deposits are interbank eurodollar market, the "LIBO Rate" cannot available be determined pursuant to the Lender in such market; definition thereof, or 9.1.4 adequate (b) the Majority Lenders determine and reasonable means do not or notify the Administrative Agent that the relevant rates of interest referred to in the definition of "LIBO Rate" in Section 1.01 hereof upon the basis of which the rate of interest for Loans for such Affected Interest Period is to be determined will not exist be adequate to cover the cost to such Lenders of making or maintaining their Loans for the Lender to ascertain the Interest Rate applicable to the next succeeding such Affected Interest Period; or 9.1.5 Dollars will or may not continue to be freely transferable; then, and in any such case the Lender Administrative Agent shall give notice of any such event to the Borrowers and in case any of the above occurs on the Interest thereof (a "Rate Determination Date prior to a Drawdown Date the Borrowers’ right to borrow an Advance which remains available for borrowing shall be suspended during the continuation of such circumstances. 9.2 If, however, any of the events described in Clause 9.1 occurs on any other Interest Determination Date relative to an Advance 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 such Advance 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 the cost (expressed as a percentage rate per annumNotice") to the Lender of funding Borrower and the amount of Lenders as soon as practicable thereafter. If such Advance or any part thereof notice is given, during the thirty-day period following such Interest Period(s). 9.3 During such Interest Period(sRate Determination Notice (the "Negotiation Period") the Borrowers Administrative Agent and the Lender Borrower shall negotiate in good faith in order with a view to agree an Interest Rate or Rates and Interest Period or Periods satisfactory agreeing upon a substitute interest rate basis (having the written approval of the Majority Lenders) for the Loans which shall reflect the cost to the Borrowers Lenders of funding their Loans from alternative sources (a "Substitute Basis"), and if such Substitute Basis is so agreed upon during the Lender to be substituted for those which but for the occurrence of any Negotiation Period, such event as specified Substitute Basis shall apply in this Clause would have applied. If the Borrowers 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 lieu of the LIBO Rate to all Interest Period referred to above, Periods commencing on or after the Borrowers shall repay the Facility together with accrued interest thereon at the Interest Rate set out above together with all other amounts due under this Agreement relative to the Facility but without any prepayment fee, on the last first day of such the Affected Interest Period, whereupon both Facility until the circumstances giving rise to such notice have ceased to apply. If a Substitute Basis is not agreed upon during the Negotiation Period, the Borrower may elect to prepay the Loans pursuant to Section 3.03 hereof; provided, however, that if the Borrower does not elect so to prepay, each Lender shall determine in good faith (and shall certify from time to time in a certificate delivered by such Lender to the Administrative Agent, which the Administrative Agent shall promptly deliver to the Borrower, setting forth in reasonable detail the basis of the computation of such amount) the rate basis reflecting the cost to such Lender of funding its Loans for any Interest Period commencing on or after the first day of the Affected Interest Period, until the circumstances giving rise to such notice have ceased to apply, and such rate basis shall be cancelled binding upon the Borrower and no further Advances such Lender and shall be made hereunderapply in lieu of the LIBO Rate for the relevant Interest Periods.

Substitute Basis. 9.1 If If, on or prior to the Lender determines (which determination shall be conclusive) that: 9.1.1 at 11.00 a.m. (London time) on first day of 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 9.1.2 LIBOR would not adequately reflect the cost of the Lender of making, funding or maintaining the Facility or any part thereof for the duration of the next succeeding Period (an "Affected Interest Period; or"): 9.1.3 (a) the Administrative Agent determines that, by reason of circumstances affecting the London Interbank Market such deposits are not available to the Lender in such interbank market; or 9.1.4 , adequate and reasonable means do not or exist for ascertaining the "LIBO Rate" for such Interest Period, or (b) the Required Lenders determine and notify the Administrative Agent that, as a result of a change in circumstances occurring after the date of this Agreement which are generally affecting the interbank lending markets and not peculiar to, and are outside the control of, the Required Lenders, the relevant rates of interest referred to in the definition of "LIBO Rate" in Section 1.02 of the Facility Agreement upon the basis of which the rate of interest for Loans for such Affected Interest Period is to be determined will not exist be adequate to cover the cost to such Banks of making or maintaining their Loans for the Lender to ascertain the Interest Rate applicable to the next succeeding such Affected Interest Period; or 9.1.5 Dollars will or may not continue to be freely transferable; then, and the Administrative Agent shall, in any such case the Lender shall either case, give notice of any such event to the Borrowers and in case any of the above occurs on the Interest thereof (a "Rate Determination Date prior to a Drawdown Date the Borrowers’ right to borrow an Advance which remains available for borrowing shall be suspended during the continuation of such circumstances. 9.2 If, however, any of the events described in Clause 9.1 occurs on any other Interest Determination Date relative to an Advance 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 such Advance 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 the cost (expressed as a percentage rate per annumNotice") to the Lender of funding Borrower and the amount of Banks as soon as practicable thereafter. If such Advance or any part thereof notice is given, during the 30-day period following such Interest Period(s). 9.3 During such Interest Period(sRate Determination Notice (the "Negotiation Period") the Borrowers Administrative Agent and the Lender Borrower shall negotiate in good faith in order with a view to agree an Interest Rate or Rates and Interest Period or Periods satisfactory agreeing upon a substitute interest rate basis (having the written approval of the Required Banks) for the Loans which shall reflect the cost to the Borrowers Banks of funding their Loans from alternative sources (a "Substitute Basis"), and if such Substitute Basis is so agreed upon during the Lender Negotiation Period, such Substitute Basis shall apply in lieu of the LIBO Rate to be substituted for those which but for all Interest Periods commencing on or after the occurrence first day of any the Affected Interest Period, until the circumstances giving rise to such event as specified in this Clause would notice have appliedceased to apply. If a Substitute Basis is not agreed upon during the Borrowers Negotiation Period, the Borrower may elect to prepay the Loans pursuant to Section 2.03(a) of the Facility Agreement; provided, however, that if the Borrower does not elect so to prepay, each Bank shall determine (and shall certify from time to time in a certificate delivered by such Bank to the Lender are unable Administrative Agent setting forth in reasonable detail the basis of the computation of such amount and such certificate shall constitute a certification by such Bank that such calculation is an accurate and fair calculation of such Bank's funding costs for such Interest Period) the rate basis reflecting the cost to agree on such an Interest Rate(s) and Interest Period(s) by the day which is two (2) Banking Days before the end Bank of funding its Loans from such source as it may reasonably select for the Interest Period referred to above, commencing on or after the Borrowers shall repay the Facility together with accrued interest thereon at the Interest Rate set out above together with all other amounts due under this Agreement relative to the Facility but without any prepayment fee, on the last first day of such the Affected Interest Period, whereupon both Facility until the circumstances giving rise to such notice have ceased to apply, and such rate basis shall be cancelled binding upon the Borrower and no further Advances such Bank and shall be made hereunderapply in lieu of the LIBO Rate for the relevant Interest Period.

Substitute Basis. 9.1 If If, on or prior to the Lender determines (which determination shall be conclusive) that: 9.1.1 at 11.00 a.m. (London time) on first day of 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 9.1.2 LIBOR would not adequately reflect the cost of the Lender of makingPeriod (each, funding or maintaining the Facility or any part thereof for the duration of the next succeeding an “Affected Interest Period; or”): 9.1.3 (a) the Administrative Agent determines that, by reason of circumstances affecting the London Interbank Market such deposits are interbank Eurodollar market, the “LIBO Rate” cannot available be determined pursuant to the Lender in such market; definition thereof, or 9.1.4 adequate (b) the Majority Lenders reasonably determine and reasonable means do not or notify the Administrative Agent that the relevant rates of interest referred to in the definition of “LIBO Rate” in Section 1.01 hereof upon the basis of which the rate of interest for Loans for such Affected Interest Period is to be determined will not exist be adequate to cover the cost to such Lenders of making or maintaining their Loans for the Lender to ascertain the Interest Rate applicable to the next succeeding such Affected Interest Period; or 9.1.5 Dollars will or may not continue to be freely transferable; , then, and in any such case event, the Lender Administrative Agent shall give notice of any such event to the Borrowers and in case any of the above occurs on the Interest thereof (each, a “Rate Determination Date prior to a Drawdown Date the Borrowers’ right to borrow an Advance which remains available for borrowing shall be suspended during the continuation of such circumstances. 9.2 If, however, any of the events described in Clause 9.1 occurs on any other Interest Determination Date relative to an Advance 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 such Advance 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 the cost (expressed as a percentage rate per annumNotice”) to the Lender of funding Borrower and the amount of Lenders as soon as practicable thereafter. If such Advance or any part thereof notice is given, during the thirty-day period following such Interest Period(s). 9.3 During such Interest Period(sRate Determination Notice (the “Negotiation Period”) the Borrowers Administrative Agent and the Lender Borrower shall negotiate in good faith in order with a view to agree an Interest Rate or Rates and Interest Period or Periods satisfactory agreeing upon a substitute interest rate basis (having the written approval of the Majority Lenders) for the Loans which shall reflect the cost to the Borrowers Lenders of funding their Loans from alternative sources (each, a “Substitute Basis”), and if such Substitute Basis is so agreed upon during the Negotiation Period, such Substitute Basis shall apply in lieu of the LIBO Rate to all Interest Periods commencing on or after the first day of the Affected Interest Period, until the circumstances giving rise to such notice have ceased to apply. If a Substitute Basis is not agreed upon during the Negotiation Period, the Borrower may elect to prepay the Loans pursuant to Section 3.03 hereof; provided, however, that if the Borrower does not elect so to prepay, each Lender shall determine (and shall certify from time to time in a certificate delivered by such Lender to be substituted the Administrative Agent setting forth in reasonable detail the basis of the computation of such amount) the rate basis reflecting the cost to such Lender of funding its Loan for those which but for the occurrence of any such event as specified in this Clause would have applied. If the Borrowers 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, commencing on or after the Borrowers shall repay the Facility together with accrued interest thereon at the Interest Rate set out above together with all other amounts due under this Agreement relative to the Facility but without any prepayment fee, on the last first day of such the Affected Interest Period, whereupon both Facility until the circumstances giving rise to such notice have ceased to apply, and such rate basis shall be cancelled binding upon the Borrower and no further Advances such Lender and shall be made hereunderapply in lieu of the LIBO Rate for the relevant Interest Period.

Substitute Basis. 9.1 If If, on or prior to the Lender determines (which determination shall be conclusive) that: 9.1.1 at 11.00 a.m. (London time) on first day of 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 9.1.2 LIBOR would not adequately reflect the cost of the Lender of making, funding or maintaining the Facility or any part thereof for the duration of the next succeeding Period (an “Affected Interest Period; or”): 9.1.3 (a) the Administrative Agent determines that, by reason of circumstances affecting the London Interbank Market such deposits are not available to the Lender in such interbank market; or 9.1.4 , adequate and reasonable means do not or exist for ascertaining the “LIBO Rate” for such Interest Period, or (b) the Required Lenders determine and notify the Administrative Agent that, as a result of a change in circumstances occurring after the date of this Agreement which are generally affecting the interbank lending markets and not peculiar to, and are outside the control of, the Required Lenders, the relevant rates of interest referred to in the definition of “LIBO Rate” in Section 1.02 of the Facility Agreement upon the basis of which the rate of interest for Loans for such Affected Interest Period is to be determined will not exist be adequate to cover the cost to such Banks of making or maintaining their Loans for the Lender to ascertain the Interest Rate applicable to the next succeeding such Affected Interest Period; or 9.1.5 Dollars will or may not continue to be freely transferable; then, and the Administrative Agent shall, in any such case the Lender shall either case, give notice of any such event to the Borrowers and in case any of the above occurs on the Interest thereof (a “Rate Determination Date prior to a Drawdown Date the Borrowers’ right to borrow an Advance which remains available for borrowing shall be suspended during the continuation of such circumstances. 9.2 If, however, any of the events described in Clause 9.1 occurs on any other Interest Determination Date relative to an Advance 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 such Advance 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 the cost (expressed as a percentage rate per annumNotice”) to the Lender of funding Borrower and the amount of Banks as soon as practicable thereafter. If such Advance or any part thereof notice is given, during the 30-day period following such Interest Period(s). 9.3 During such Interest Period(sRate Determination Notice (the “Negotiation Period”) the Borrowers Administrative Agent and the Lender Borrower shall negotiate in good faith in order with a view to agree an Interest Rate or Rates and Interest Period or Periods satisfactory agreeing upon a substitute interest rate basis (having the written approval of the Required Banks) for the Loans which shall reflect the cost to the Borrowers Banks of funding their Loans from alternative sources (a “Substitute Basis”), and if such Substitute Basis is so agreed upon during the Lender Negotiation Period, such Substitute Basis shall apply in lieu of the LIBO Rate to be substituted for those which but for all Interest Periods commencing on or after the occurrence first day of any the Affected Interest Period, until the circumstances giving rise to such event as specified in this Clause would notice have appliedceased to apply. If a Substitute Basis is not agreed upon during the Borrowers Negotiation Period, the Borrower may elect to prepay the Loans pursuant to Section 2.03(a) of the Facility Agreement; provided, however, that if the Borrower does not elect so to prepay, each Bank shall determine (and shall certify from time to time in a certificate delivered by such Bank to the Lender are unable Administrative Agent setting forth in reasonable detail the basis of the computation of such amount and such certificate shall constitute a certification by such Bank that such calculation is an accurate and fair calculation of such Bank’s funding costs for such Interest Period) the rate basis reflecting the cost to agree on such an Interest Rate(s) and Interest Period(s) by the day which is two (2) Banking Days before the end Bank of funding its Loans from such source as it may reasonably select for the Interest Period referred to above, commencing on or after the Borrowers shall repay the Facility together with accrued interest thereon at the Interest Rate set out above together with all other amounts due under this Agreement relative to the Facility but without any prepayment fee, on the last first day of such the Affected Interest Period, whereupon both Facility until the circumstances giving rise to such notice have ceased to apply, and such rate basis shall be cancelled binding upon the Borrower and no further Advances such Bank and shall be made hereunderapply in lieu of the LIBO Rate for the relevant Interest Period.

Substitute Basis. 9.1 If During the Lender determines (which determination shall be conclusive) that: 9.1.1 at 11.00 a.m. (London time) on 30 days following the date of 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 9.1.2 LIBOR would not adequately reflect the cost of the Lender of making, funding or maintaining the Facility or any part thereof for the duration of the next succeeding Interest Period; or 9.1.3 by reason of circumstances affecting the London Interbank Market such deposits are not available notice given to the Lender in such market; or 9.1.4 adequate Borrower pursuant to subsections 2.6B and reasonable means do not or will not exist for 2.6C, the Lender to ascertain Administrative Agent, the Interest Rate applicable to the next succeeding Interest Period; or 9.1.5 Dollars will or may not continue to be freely transferable; then, and in any such case the Lender shall give notice of any such event to the Borrowers and in case any of the above occurs on the Interest Determination Date prior to a Drawdown Date the Borrowers’ right to borrow an Advance which remains available for borrowing shall be suspended during the continuation of such circumstances. 9.2 If, however, any of the events described in Clause 9.1 occurs on any other Interest Determination Date relative to an Advance 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 such Advance 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 Lenders and the cost (expressed as a percentage rate per annum) to the Lender of funding the amount of such Advance or any part thereof during such Interest Period(s). 9.3 During such Interest Period(s) the Borrowers and the Lender Borrower shall negotiate in good faith in order to agree an Interest Rate or Rates and Interest Period or Periods satisfactory arrive at a mutually acceptable alternative basis for determining the interest rate from time to time applicable to the Borrowers and affected Loans (the Lender to be substituted for those which but for "SUBSTITUTE BASIS"). If, within the occurrence 30 days following the date of any such event as specified notice to the Borrower, the Administrative Agent, the Lenders and the Borrower shall agree upon a Substitute Basis, such Substitute Basis shall be retroactive to and effective from the first day of the then current Interest Period until and including the last day of such Interest Period. If, after 30 days from the date of such notice, the Lenders and the Borrower shall have failed to agree upon a Substitute Basis, then each Lender shall certify in this Clause would have appliedwriting to the Borrower through the Administrative Agent (such certification to be conclusive and binding on all of the parties hereto absent manifest error) the interest rate at which such Lender is prepared to make or maintain its affected Loan for such Interest Period, it being understood that such Lender's interest rate shall be at a rate per annum equal to the sum of the Applicable Margin plus, a rate which adequately and fairly reflects the cost to such Lender of obtaining the funds necessary to maintain its affected Loan for such Interest Period, such interest rate to be retroactive to and effective from the first day of such Interest Period. If no Substitute Basis is established, upon receipt of notice of the Borrowers and interest rates at which the Lenders are prepared to make or maintain their respective affected Loans, the Borrower shall have the right, exercisable upon ten Business Days' prior notice to any Lender are unable through the Administrative Agent, (A) to agree on such an Interest Rate(s) and Interest Period(s) continue to borrow Loans at the interest rates so advised by the day which is two respective Lenders (2as such rates may be modified, from time to time, at the outset of each subsequent Interest Period) Banking Days before or (B) to prepay in full the end Affected Loans of the Interest Period referred to aboveany Lender, the Borrowers shall repay the Facility together with accrued interest thereon at the Interest Rate set out above together interest rate certified in writing by such Lender as provided above, whereupon such Affected Loans shall become due and payable on the date specified by the Borrower in such notice. In determining the actual interest rate per annum to be charged on any Loan, the Substitute Basis or the interest rate advised by the respective Lenders to apply to a Loan in accordance with all other amounts due under the provisions of this Agreement relative subsection 2.6G shall be increased to the Facility but without rate per annum obtained by dividing the Substitute Basis or such advised interest rate by a percentage equal to 100% MINUS the then stated maximum rate of all required reserve requirements under applicable law (including any prepayment feemarginal, emergency, supplemental, special or other reserves) and applicable on the last day date of determination of such Interest Periodinterest rate to any member bank of the Federal Reserve System in respect of "Eurocurrency liabilities" as defined in Regulation D of the Board of Governors of the Federal Reserve System, whereupon both Facility shall be cancelled and no further Advances shall be made hereunderas in effect from time to time (or any successor category of liabilities under Regulation D).

Substitute Basis. 9.1 If If, on or prior to the Lender determines (which determination shall be conclusive) that: 9.1.1 at 11.00 a.m. (London time) on first day of 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 9.1.2 LIBOR would not adequately reflect the cost of the Lender of making, funding or maintaining the Facility or any part thereof for the duration of the next succeeding Period (an "Affected Interest Period; or"): 9.1.3 (a) the Administrative Agent determines that, by reason of circumstances affecting the London Interbank Market such deposits are interbank market, the "LIBO Rate" cannot available be determined pursuant to the Lender in such market; definition thereof, or 9.1.4 adequate (b) the Majority Banks determine (as evidenced by a certificate from the Administrative Agent) and reasonable means do not or notify the Administrative Agent that the relevant rates of interest referred to in the definition of "LIBO Rate" in Section 1.01 hereof upon the basis of which the rate of interest for Loans for such Affected Interest Period is to be determined will not exist adequately reflect the cost to such Banks of making or maintaining their Loans for such Affected Interest Period in the Lender to ascertain London interbank market, then the Interest Rate applicable to the next succeeding Interest Period; or 9.1.5 Dollars will or may not continue to be freely transferable; then, and in any such case the Lender Administrative Agent shall give notice of any such event (a "Rate Determination Notice") thereof, which, if applicable, shall be accompanied by the certificate referred to above, to the Borrowers Borrower and in case any of the above occurs on the Interest Determination Date prior to a Drawdown Date the Borrowers’ right to borrow an Advance which remains available for borrowing shall be suspended Banks as soon as practicable thereafter. If such notice is given, during the continuation of thirty-day period following such circumstances. 9.2 If, however, any of Rate Determination Notice (the events described in Clause 9.1 occurs on any other Interest Determination Date relative to an Advance or any part thereof, then "Negotiation Period") 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 such Advance 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 Administrative Agent and the cost (expressed as a percentage rate per annum) to the Lender of funding the amount of such Advance or any part thereof during such Interest Period(s). 9.3 During such Interest Period(s) the Borrowers and the Lender Borrower shall negotiate in good faith in order with a view to agree an Interest Rate or Rates and Interest Period or Periods satisfactory agreeing upon a substitute interest rate basis (having the written approval of the Majority Banks) for the Loans which shall reflect the cost to the Borrowers Banks of funding their Loans from alternative sources (a "Substitute Basis"), and if such Substitute Basis is so agreed upon during the Lender to be substituted for those which but for the occurrence of any Negotiation Period, such event as specified Substitute Basis shall apply in this Clause would have applied. If the Borrowers 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 lieu of the LIBO Rate to all Interest Period referred to above, Periods commencing on or after the Borrowers shall repay the Facility together with accrued interest thereon at the Interest Rate set out above together with all other amounts due under this Agreement relative to the Facility but without any prepayment fee, on the last first day of such the Affected Interest Period, whereupon both Facility until the circumstances giving rise to such notice have ceased to apply. If a Substitute Basis is not agreed upon during the Negotiation Period, the Borrower may elect to prepay the Loans pursuant to Section 2.06 hereof, provided, however, that if the Borrower does not elect so to prepay, 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 Credit Agreement such Bank of funding its Loan for any Interest Period commencing on or after the first day of the Affected Interest Period, until the circumstances giving rise to such notice have ceased to apply, and such rate basis shall be cancelled binding upon the Borrower and no further Advances such Bank and shall be made hereunderapply in lieu of the LIBO Rate for the relevant Interest Periods.

Substitute Basis. 9.1 If If, on or prior to the first day of any Interest Period (an "Affected Interest Period"): (a) the Lender determines (which determination shall be conclusive) that: 9.1.1 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 9.1.2 LIBOR would not adequately reflect the cost of the Lender of making, funding or maintaining the Facility or any part thereof for the duration of the next succeeding Interest Period; or 9.1.3 by reason of circumstances affecting the London Interbank Market interbank eurodollar market, the "LIBO Rate" cannot be determined pursuant to the definition thereof, or (b) the Lender determines that the relevant rates of interest referred to in the definition of "LIBO Rate" in Section 1.01 hereof upon the basis of which the rate of interest for Loans for such deposits are Affected Interest Period is to be determined will not available be adequate to cover the cost to the Lender in of making or maintaining their Loans for such market; or 9.1.4 adequate and reasonable means do not or will not exist for the Lender to ascertain the Interest Rate applicable to the next succeeding Affected Interest Period; or 9.1.5 Dollars will or may not continue to be freely transferable; then, and in any such case the Lender shall give notice of any such event thereof (a "Rate Determination Notice") to the Borrowers and in case any of the above occurs on the Interest Determination Date prior to a Drawdown Date the Borrowers’ right to borrow an Advance which remains available for borrowing shall be suspended Company as soon as practicable thereafter. If such notice is given, during the continuation of thirty-day period following such circumstances. 9.2 If, however, any of Rate Determination Notice (the events described in Clause 9.1 occurs on any other Interest Determination Date relative to an Advance or any part thereof, then the duration of the relevant Interest Period(s"Negotiation Period") shall be up to one (1) month and during such Interest Period the Interest Rate applicable to such Advance 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 the Company shall negotiate in good faith with a view to agreeing upon a substitute interest rate basis for the Loans which shall reflect the cost (expressed as a percentage rate per annum) to the Lender of funding their Loans from alternative sources (a "Substitute Basis"), and if such Substitute Basis is so agreed upon during the amount Negotiation Period, such Substitute Basis shall apply in lieu of the LIBO Rate to all Interest Periods commencing on or after the first day of the Affected Interest Period, until the circumstances giving rise to such Advance notice have ceased to apply. If a Substitute Basis is not agreed upon during the Negotiation Period, the Company may elect to prepay the Loans pursuant to Section 2.06 hereof; provided, however, that if the Company does not elect so to prepay, the Lender shall determine the rate basis reflecting the cost to the Lender of funding its Loan for any Interest Period commencing on or any part thereof during after the first day of the Affected Interest Period, until the circumstances giving rise to such Interest Period(s). 9.3 During notice have ceased to apply, and such Interest Period(s) rate basis shall be binding upon the Borrowers Company and the Lender and shall negotiate apply in good faith in order to agree an Interest lieu of the LIBO Rate or Rates and Interest Period or Periods satisfactory to the Borrowers 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 Borrowers and the Lender are unable to agree on such an relevant 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 Borrowers shall repay the Facility together with accrued interest thereon at the Interest Rate set out above together with all other amounts due under this Agreement relative to the Facility but without any prepayment fee, on the last day of such Interest Period, whereupon both Facility shall be cancelled and no further Advances shall be made hereunderPeriods.

Substitute Basis. 9.1 If If, on or prior to the Lender determines (which determination shall be conclusive) that: 9.1.1 at 11.00 a.m. (London time) on first day of 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 9.1.2 LIBOR would not adequately reflect the cost of the Lender of making, funding or maintaining the Facility or any part thereof for the duration of the next succeeding Period (an "Affected Interest Period; or"): 9.1.3 (a) the Administrative Agent determines that, by reason of circumstances affecting the London Interbank Market such deposits are interbank eurodollar market, the "LIBOR" cannot available be determined pursuant to the Lender in such market; definition thereof, or 9.1.4 adequate (b) the Majority Lenders determine and reasonable means do not or notify the Administrative Agent that the relevant rates of interest referred to in the definition of "LIBOR" in Section 1.01 hereof upon the basis of which the rate of interest for Loans for such Affected Interest Period is to be determined will not exist be adequate to cover the cost to such Lenders of making or maintaining their Loans for the Lender to ascertain the Interest Rate applicable to the next succeeding such Affected Interest Period; or 9.1.5 Dollars will or may not continue to be freely transferable; then, and in any such case then the Lender Administrative Agent shall give notice of any such event to the Borrowers and in case any of the above occurs on the Interest thereof (a "Rate Determination Date prior to a Drawdown Date the Borrowers’ right to borrow an Advance which remains available for borrowing shall be suspended during the continuation of such circumstances. 9.2 If, however, any of the events described in Clause 9.1 occurs on any other Interest Determination Date relative to an Advance 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 such Advance 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 the cost (expressed as a percentage rate per annumNotice") to the Lender of funding Borrower and the amount of Lenders as soon as practicable thereafter. If such Advance or any part thereof notice is given, during the ninety-day period following such Interest Period(s). 9.3 During such Interest Period(sRate Determination Notice (the "Negotiation Period") the Borrowers Administrative Agent and the Lender Borrower shall negotiate in good faith in order with a view to agree an Interest Rate or Rates and Interest Period or Periods satisfactory agreeing upon a substitute interest rate basis (having the written approval of the Majority Lenders) for the Loans which shall reflect the cost to the Borrowers Lenders of funding their Loans from alternative sources (a "Substitute Basis"), and if such Substitute Basis is so agreed upon during the Lender to be substituted for those which but for the occurrence of any Negotiation Period, such event as specified Substitute Basis shall apply in this Clause would have applied. If the Borrowers 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 lieu of the LIBOR to all Interest Period referred to above, Periods commencing on or after the Borrowers shall repay the Facility together with accrued interest thereon at the Interest Rate set out above together with all other amounts due under this Agreement relative to the Facility but without any prepayment fee, on the last first day of such the Affected Interest Period, whereupon both Facility until the circumstances giving rise to such notice have ceased to apply. If a Substitute Basis is not agreed upon during the Negotiation Period, the Base Rate as in effect from time to time shall be cancelled and no further Advances shall be made hereunderapply in lieu of the LIBOR for the relevant Interest Periods.