Common use of Substitute Basis Clause in Contracts

Substitute Basis. 8.01 If the Lender determines (which determination shall be conclusive) that: 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 8.01.02 by reason of circumstances affecting the London Interbank Market such deposits are not available to the Lender in such market; or 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 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 Borrower and in case any of the above occurs on the Interest Determination Date prior to the Drawdown Date the Borrower's right to borrow the Facility shall be suspended during the continuation of such circumstances. 8.02 If, however, any of the events described in Clause 8.01 occurs on any other Interest Determination Date relative to the Facility or any part thereof, then the duration of the relevant Interest Period(s) shall be up to one (1) month and during such Interest Period the Interest Rate applicable to the Facility or the relevant part thereof shall be the rate per annum determined by the Lender rounded upwards to the nearest whole multiple of one sixteenth per cent (1/16th%) to be the aggregate of the Applicable Margin and the cost (expressed as a percentage rate per annum) to the Lender of funding the amount of the Facility during such Interest Period(s). 8.03 During such Interest Period(s) the 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 Borrower and the Lender to be substituted for those which but for the occurrence of any such event as specified in this Clause would have applied. If the Borrower and the Lender are unable to agree on such an Interest Rate(s) and Interest Period(s) by the day which is two (2) Banking Days before the end of the Interest Period referred to above, the Borrower shall repay the 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.

Substitute Basis. 8.01 If (i) During the Lender determines (which determination shall be conclusive) that: 8.01.01 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 8.01.02 by reason of circumstances affecting the London Interbank Market such deposits are not available to the Lender in such market; or 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 8.01.04 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 “Negotiation Period”), the Administrative Agent (on behalf of the Lenders) and the Borrower and in case any of the above occurs on the Interest Determination Date prior to the Drawdown Date the Borrower's right to borrow the Facility shall be suspended during the continuation of such circumstances. 8.02 If, however, any of the events described in Clause 8.01 occurs on any other Interest Determination Date relative to the Facility or any part thereof, then the duration of the relevant Interest Period(s) shall be up to one (1) month and during such Interest Period the Interest Rate applicable to the Facility or the relevant part thereof shall be the rate per annum determined by the Lender rounded upwards to the nearest whole multiple of one sixteenth per cent (1/16th%) to be the aggregate of the Applicable Margin and the cost (expressed as a percentage rate per annum) to the Lender of funding the amount of the Facility during such Interest Period(s). 8.03 During such Interest Period(s) the Borrower and the Lender shall 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 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 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 agree an the Lenders (as reasonably determined by them) of funding and maintaining the outstanding affected Loans, and any other amounts hereunder not paid when due, for the applicable Interest Rate or Rates Period, and the interest payable to the Lenders on Loans, and such other amounts not paid when due, to which such Interest Period or Periods satisfactory applies shall be interest at a rate per annum equal to the Borrower 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 Lender rate of interest so determined is referred to be substituted for those which but for as the occurrence of any such event as “Substitute Basis Rate.” The procedures specified in this Clause would have applied. If 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 and that the Lender are unable condition referred to agree in Section 2.12(b) or (d) no longer exists, whereupon interest on Loans shall again be determined in accordance with the provisions of Section 2.8 hereof, effective commencing on the third Business Day after the date of such an Interest Rate(s) and Interest Period(s) by notice. With a view to returning to the day which is two (2) Banking Days before the end normal operation of the Interest Period referred to aboveFacility, the Borrower shall repay Administrative Agent shall, after having consulted with such Lender, examine the Facility together with accrued interest thereon situation at least weekly to determine if 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 Periodcircumstances described in Section 2.12(b) or (d) still prevail.

Substitute Basis. 8.01 9.01 If the Lender determines (which determination - in the absence of manifest error - shall be conclusive) that: 8.01.01 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 8.01.02 9.01.02 LIBOR would not adequately reflect the cost to the Lender of making, funding or maintaining the Facility or any part thereof for the duration of the next succeeding Interest Period; or 9.01.03 by reason of circumstances affecting the London Interbank Market such deposits are not available to the Lender in such market; or 8.01.03 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 8.01.04 9.01.05 Dollars will or may not continue to be freely transferable; then, and in any such case the Lender shall give a written notice of any such event to the Borrower and in case any of the above occurs on the Interest Determination Date prior to the Drawdown Date the Borrower's right to borrow the Facility or any part thereof shall be suspended during the continuation of such circumstances. 8.02 9.02 If, however, any of the events described in Clause 8.01 9.01 occurs on any other Interest Determination Date relative to the Facility or any part thereof, then the duration of the relevant Interest Period(s) shall be up to one (1) month and during such Interest Period the Interest Rate applicable to the Facility or the relevant part thereof shall be the rate per annum determined by the Lender rounded upwards to the nearest whole multiple of one sixteenth per cent (1/16th%) to be the aggregate of the Applicable Margin Margin, and any Mandatory Cost and the cost (expressed as a percentage rate per annum) to the Lender of funding the amount of the Facility during such Interest Period(s). 8.03 9.03 During such Interest Period(s) the Borrower and the Lender shall negotiate in good faith in order to agree an Interest Rate or Interest Rates and Interest Period or Interest Periods satisfactory to the Borrower and the Lender to be substituted for those which but for the occurrence of any such event as specified in this Clause would have applied. If the Borrower and the Lender are unable to agree on such an Interest Rate(s) and Interest Period(s) by the day which is two (2) Banking Days before the end of the Interest Period referred to above, the Borrower shall repay the 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.

Substitute Basis. 8.01 If If, on or prior to the Lender determines (which determination shall be conclusive) that: 8.01.01 at 11.00 a.m. (London time) on first day of any Interest Determination Date Period (an “Affected Interest Period”): (a) 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 8.01.02 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 8.01.03 , 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 8.01.04 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 thereof (a “Rate Determination Notice”) to the Borrower and in case any of the above occurs on the Interest Determination Date prior to the Drawdown Date the Borrower's right to borrow the Facility shall be suspended Lenders as soon as practicable thereafter. If such notice is given, during the continuation of thirty-day period following such circumstances. 8.02 If, however, any of Rate Determination Notice (the events described in Clause 8.01 occurs on any other Interest Determination Date relative to “Negotiation Period”) the Facility or any part thereof, then the duration of the relevant Interest Period(s) shall be up to one (1) month and during such Interest Period the Interest Rate applicable to the Facility or the relevant part thereof shall be the rate per annum determined by the Lender rounded upwards to the nearest whole multiple of one sixteenth per cent (1/16th%) to be the aggregate of the Applicable Margin Administrative Agent and the cost (expressed as a percentage rate per annum) to the Lender of funding the amount of the Facility during such Interest Period(s). 8.03 During such Interest Period(s) the Borrower and the Lender shall negotiate in good faith with a view to 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 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 order lieu of the LIBO Rate to agree 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 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 or Rates and Period) the rate basis reflecting the cost to such Lender of funding its Loans from such source as it may reasonably select for the Interest Period commencing on or Periods satisfactory 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 binding upon the Borrower and such Lender and shall apply in lieu of the Lender to be substituted for those which but LIBO Rate for the occurrence of any such event as specified in this Clause would have applied. If the Borrower and the Lender are unable to agree on such an Interest Rate(s) and Interest Period(s) by the day which is two (2) Banking Days before the end of the Interest Period referred to above, the Borrower shall repay the 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.

Substitute Basis. 8.01 9.1 If the Lender determines (which determination shall be conclusive) that: 8.01.01 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 8.01.02 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 8.01.03 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 8.01.04 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 Borrower Borrowers and in case any of the above occurs on the Interest Determination Date prior to the a Drawdown Date the Borrower's Borrowers’ right to borrow the Facility an Advance which remains available for borrowing shall be suspended during the continuation of such circumstances. 8.02 9.2 If, however, any of the events described in Clause 8.01 9.1 occurs on any other Interest Determination Date relative to the Facility 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 the Facility 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 the Facility such Advance or any part thereof during such Interest Period(s). 8.03 9.3 During such Interest Period(s) the Borrower 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 Borrower 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 Borrower 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 Borrower 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. 8.01 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: 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 8.01.02 , 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 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 Affected Interest Period; or 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 thereof (a "Rate Determination Notice") to the Borrower and in case any of the above occurs on the Interest Determination Date prior to the Drawdown Date the Borrower's right to borrow the Facility shall be suspended Company as soon as practicable thereafter. If such notice is given, during the continuation of thirty-day period following such circumstances. 8.02 If, however, any of Rate Determination Notice (the events described in Clause 8.01 occurs on any other Interest Determination Date relative to the Facility or any part thereof, then the duration of the relevant Interest Period(s"Negotiation Period") shall be up to one (1) month and during such Interest Period the Interest Rate applicable to the Facility or the relevant part thereof shall be the rate per annum determined by the Lender rounded upwards to the nearest whole multiple of one sixteenth per cent (1/16th%) to be the aggregate of the Applicable Margin and 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 Facility 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 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 after the first day of the Affected Interest Period, until the circumstances giving rise to such Interest Period(s). 8.03 During notice have ceased to apply, and such Interest Period(s) rate basis shall be binding upon the Borrower 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 Borrower and the Lender to be substituted for those which but for the occurrence of any such event as specified in this Clause would have applied. If the Borrower and the Lender are unable to agree on such an 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 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 PeriodPeriods.

Substitute Basis. 8.01 7.1 If the Lender determines (which determination shall be conclusive) that: 8.01.01 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 8.01.02 7.1.2 by reason of circumstances affecting the London Interbank Market such deposits are not available to the Lender in such market; or 8.01.03 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 8.01.04 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 Borrower and and, in case any of the above occurs on the Interest Determination Date prior to the a Drawdown Date the Borrower's ’s right to borrow the part of the Facility which remains available for borrowing shall be suspended during the continuation of such circumstances. 8.02 7.2 If, however, any of the events described in Clause 8.01 7.1 occurs on any other Interest Determination Date relative to 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 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 the Facility or the relevant part thereof during such Interest Period(s)Period. 8.03 7.3 During such Interest Period(s) Period the 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 Borrower and the Lender to be substituted for those which but for the occurrence of any such event as specified in this Clause would have applied. If the Borrower and the Lender are unable to agree on such an Interest Rate(s) 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 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.

Substitute Basis. 8.01 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: 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 8.01.02 , 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 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 Affected Interest Period; or 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 thereof (a “Rate Determination Notice”) to the Borrower and in case any of the above occurs on the Interest Determination Date prior to the Drawdown Date the Borrower's right to borrow the Facility shall be suspended as soon as practicable thereafter. If such notice is given, during the continuation of thirty-day period following such circumstances. 8.02 If, however, any of Rate Determination Notice (the events described in Clause 8.01 occurs on any other Interest Determination Date relative to the Facility or any part thereof, then the duration of the relevant Interest Period(s“Negotiation Period”) shall be up to one (1) month and during such Interest Period the Interest Rate applicable to the Facility or the relevant part thereof shall be the rate per annum determined by the Lender rounded upwards to the nearest whole multiple of one sixteenth per cent (1/16th%) to be the aggregate of the Applicable Margin and 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 Facility 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 Interest Period(s). 8.03 During such Interest Period(samount) the Borrower 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 Borrower and the Lender to be substituted for those which but for the occurrence of any such event as specified in this Clause would have applied. If the Borrower and the Lender are unable to agree on such an Interest Rate(s) and Interest Period(s) by the day which is two (2) Banking Days before the end of the Interest Period referred to above, the Borrower shall repay the 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.

Substitute Basis. 8.01 9.1 If the Lender determines (which determination shall be conclusive) that: 8.01.01 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 8.01.02 9.1.2 by reason of circumstances affecting the London Interbank Market such deposits are not available to the Lender in such market; or 8.01.03 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 8.01.04 9.1.4 Dollars will or may not continue to be freely transferable; or 14 Table of Contents 9.1.5 LIBOR would not adequately reflect the Lender’s cost of making, funding or maintaining the Facility or any part thereof for the duration of the next Interest Period, then, and in any such case the Lender shall give notice of any such event to the Borrower Borrowers and in case any of the above occurs on the Interest Determination Date prior to the a Drawdown Date the Borrower's Borrowers’ right to borrow the Facility relevant Advance shall be suspended during the continuation of such circumstances. 8.02 9.2 If, however, any of the events described in Clause 8.01 9.1 occurs on any other Interest Determination Date relative to the Facility 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 the Facility relevant Advance(s) 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 (a) the Margin, (b) the Associated Costs and (c) and the cost (expressed as a percentage rate per annum) to the Lender of funding the amount of the Facility such Advance during such Interest Period(s). 8.03 9.3 During such Interest Period(s) the Borrower 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 Borrower 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 Borrower 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 Borrower 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 the Facility shall be cancelled and no further Advances shall be made hereunder.

Substitute Basis. 8.01 If If, on or prior to the Lender determines (which determination shall be conclusive) that: 8.01.01 at 11.00 a.m. (London time) on first day of any Interest Determination Date Period (an "Affected Interest Period"): (a) 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 8.01.02 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 8.01.03 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 8.01.04 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 thereof (a "Rate Determination Notice") to the Borrower and in case any of the above occurs on the Interest Determination Date prior to the Drawdown Date the Borrower's right to borrow the Facility shall be suspended Lenders as soon as practicable thereafter. If such notice is given, during the continuation of thirty-day period following such circumstances. 8.02 If, however, any of Rate Determination Notice (the events described in Clause 8.01 occurs on any other Interest Determination Date relative to "Negotiation Period") the Facility or any part thereof, then the duration of the relevant Interest Period(s) shall be up to one (1) month and during such Interest Period the Interest Rate applicable to the Facility or the relevant part thereof shall be the rate per annum determined by the Lender rounded upwards to the nearest whole multiple of one sixteenth per cent (1/16th%) to be the aggregate of the Applicable Margin Administrative Agent and the cost (expressed as a percentage rate per annum) to the Lender of funding the amount of the Facility during such Interest Period(s). 8.03 During such Interest Period(s) the Borrower and the Lender shall negotiate in good faith with a view to 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 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 order lieu of the LIBO Rate to agree an all Interest Rate Periods commencing on or Rates 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 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 Periods satisfactory 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 binding upon the Borrower and such Lender and shall apply in lieu of the Lender to be substituted for those which but LIBO Rate for the occurrence of any such event as specified in this Clause would have applied. If the Borrower and the Lender are unable to agree on such an 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 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 PeriodPeriods.

Substitute Basis. 8.01 If During the Lender determines (which determination shall be conclusive) that: 8.01.01 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 8.01.02 by reason of circumstances affecting the London Interbank Market such deposits are not available to the Lender in such market; or 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 8.01.04 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 Lenders and Borrower and in case any of the above occurs on the Interest Determination Date prior to the Drawdown Date the Borrower's right to borrow the Facility shall be suspended during the continuation of such circumstances. 8.02 If, however, any of the events described in Clause 8.01 occurs on any other Interest Determination Date relative to the Facility or any part thereof, then the duration of the relevant Interest Period(s) shall be up to one (1) month and during such Interest Period the Interest Rate applicable to the Facility or the relevant part thereof shall be the rate per annum determined by the Lender rounded upwards to the nearest whole multiple of one sixteenth per cent (1/16th%) to be the aggregate of the Applicable Margin and the cost (expressed as a percentage rate per annum) to the Lender of funding the amount of the Facility during such Interest Period(s). 8.03 During such Interest Period(s) the Borrower and the Lender 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 Borrower 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 date of such notice, the Lenders and Borrower and the Lender are unable 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 Borrower 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, as in effect from time to time (or any successor category of liabilities under regulation D).

Substitute Basis. 8.01 7.1 If the Lender determines (which determination shall be conclusive) that: 8.01.01 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 8.01.02 7.1.2 by reason of circumstances affecting the London Interbank Market such deposits are not available to the Lender in such market; or 8.01.03 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 8.01.04 7.1.4 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 Borrower and and, in case any of the above occurs on the Interest Determination Date prior to the a Drawdown Date the Borrower's ’s right to borrow the part of the Facility which remains available for borrowing shall be suspended during the continuation of such circumstances. 8.02 7.2 If, however, any of the events described in Clause 8.01 7.1 occurs on any other Interest Determination Date relative to 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 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 the Facility or the relevant part thereof during such Interest Period(s). 8.03 During such Interest Period(s) the 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 Borrower and the Lender to be substituted for those which but for the occurrence of any such event as specified in this Clause would have applied. If the Borrower and the Lender are unable to agree on such an Interest Rate(s) and Interest Period(s) by the day which is two (2) Banking Days before the end of the Interest Period referred to above, the Borrower shall repay the 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.

Substitute Basis. 8.01 9.1 If the a Lender determines (which determination shall be conclusive) that: 8.01.01 9.1.1 at 11.00 a.m. (London time) on any Interest Determination Date the such 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 8.01.02 9.1.2 LIBOR would not adequately reflect the cost of such 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 such Lender in such market; or 8.01.03 9.1.4 adequate and reasonable means do not or will not exist for the such Lender to ascertain the Interest Rate applicable to the next succeeding Interest Period; or 8.01.04 9.1.5 Dollars 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 Borrower and in case any of the above occurs on the Interest Determination Date prior to the a Drawdown Date the Borrower's ’s right to borrow the Facility an Advance which remains available for borrowing shall be suspended during the continuation of such circumstances. 8.02 9.2 If, however, any of the events described in Clause 8.01 9.1 occurs on any other Interest Determination Date relative to the Facility 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 the Facility such Advance or the relevant part thereof shall be the rate per annum determined by the Lender Agent 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 Lenders of funding the amount of the Facility such Advance or any part thereof during such Interest Period(s). 8.03 During such Interest Period(s) the 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 Borrower and the Lender to be substituted for those which but for the occurrence of any such event as specified in this Clause would have applied. If the Borrower and the Lender are unable to agree on such an Interest Rate(s) and Interest Period(s) by the day which is two (2) Banking Days before the end of the Interest Period referred to above, the Borrower shall repay the 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.

Substitute Basis. 8.01 9.1 If the Lender determines (which determination shall be conclusive) that: 8.01.01 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 8.01.02 9.1.2 by reason of circumstances affecting the London Interbank Market such deposits are not available to the Lender in such market; or 8.01.03 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 8.01.04 9.1.4 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 Borrower Borrowers and in case any of the above occurs on the Interest Determination Date prior to the a Drawdown Date the Borrower's Borrowers’ right to borrow the Facility an Advance which remains available for borrowing shall be suspended during the continuation of such circumstances. 8.02 9.2 If, however, any of the events described in Clause 8.01 9.1 occurs on any other Interest Determination Date relative to the Facility 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 the Facility 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 the Facility such Advance or any part thereof during such Interest Period(s). 8.03 9.3 During such Interest Period(s) the Borrower 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 Borrower 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 Borrower 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 Borrower Borrowers shall repay the Facility Facilities 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 Facilities but without any prepayment fee, on the last day of such Interest Period, whereupon both Facilities shall be cancelled and no further Advances shall be made hereunder.

Substitute Basis. 8.01 If If, on or prior to the Lender determines (which determination shall be conclusive) that: 8.01.01 at 11.00 a.m. (London time) on first day of any Interest Determination Date Period (an “Affected Interest Period”): (a) 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 8.01.02 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 8.01.03 , 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 8.01.04 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 thereof (a “Rate Determination Notice”) to the Borrower and in case any of the above occurs on the Interest Determination Date prior to the Drawdown Date the Borrower's right to borrow the Facility shall be suspended Banks as soon as practicable thereafter. If such notice is given, during the continuation of 30-day period following such circumstances. 8.02 If, however, any of Rate Determination Notice (the events described in Clause 8.01 occurs on any other Interest Determination Date relative to “Negotiation Period”) the Facility or any part thereof, then the duration of the relevant Interest Period(s) shall be up to one (1) month and during such Interest Period the Interest Rate applicable to the Facility or the relevant part thereof shall be the rate per annum determined by the Lender rounded upwards to the nearest whole multiple of one sixteenth per cent (1/16th%) to be the aggregate of the Applicable Margin Administrative Agent and the cost (expressed as a percentage rate per annum) to the Lender of funding the amount of the Facility during such Interest Period(s). 8.03 During such Interest Period(s) the Borrower and the Lender shall negotiate in good faith with a view to 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 Banks 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 order lieu of the LIBO Rate to agree 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 2.03(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 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 Rate or Rates and Period) the rate basis reflecting the cost to such Bank of funding its Loans from such source as it may reasonably select for the Interest Period commencing on or Periods satisfactory 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 binding upon the Borrower and such Bank and shall apply in lieu of the Lender to be substituted for those which but LIBO Rate for the occurrence of any such event as specified in this Clause would have applied. If the Borrower and the Lender are unable to agree on such an Interest Rate(s) and Interest Period(s) by the day which is two (2) Banking Days before the end of the Interest Period referred to above, the Borrower shall repay the 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.

Substitute Basis. 8.01 9.1 If the Lender determines (which determination shall be conclusive) that: 8.01.01 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 8.01.02 9.1.2 by reason of circumstances affecting the London Interbank Market such deposits are not available to the Lender in such market; or 8.01.03 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 8.01.04 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 or any part thereof, then, and in any such case the Lender shall give notice of any such event to the Borrower and in case any of the above occurs on the Interest Determination Date prior to the a Drawdown Date the Borrower's ’s right to borrow the Facility an Advance shall be suspended during the continuation of such circumstances. 8.02 9.2 If, however, any of the events described in Clause 8.01 9.1 occurs on any other Interest Determination Date relative to the Facility 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 the Facility 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 the Facility Loan during such Interest Period(s). 8.03 9.3 During such Interest Period(s) the 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 Borrower and the Lender to be substituted for those which but for the occurrence of any such event as specified in this Clause would have applied. If the Borrower and the Lender are unable to agree on such an Interest Rate(s) and Interest Period(s) by the day which is two (2) Banking Business Days before the end of the Interest Period referred to above, the Borrower 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 the Loan shall be cancelled and no further Advances shall be made hereunder.

Substitute Basis. 8.01 If If, on or prior to the Lender determines (which determination shall be conclusive) that: 8.01.01 at 11.00 a.m. (London time) on first day of any Interest Determination Date Period (an "Affected Interest Period"): (a) 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 8.01.02 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 8.01.03 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 8.01.04 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 thereof (a "Rate Determination Notice") to the Borrower and in case any of the above occurs on the Interest Determination Date prior to the Drawdown Date the Borrower's right to borrow the Facility shall be suspended Lenders as soon as practicable thereafter. If such notice is given, during the continuation of thirty-day period following such circumstances. 8.02 If, however, any of Rate Determination Notice (the events described in Clause 8.01 occurs on any other Interest Determination Date relative to "Negotiation Period") the Facility or any part thereof, then the duration of the relevant Interest Period(s) shall be up to one (1) month and during such Interest Period the Interest Rate applicable to the Facility or the relevant part thereof shall be the rate per annum determined by the Lender rounded upwards to the nearest whole multiple of one sixteenth per cent (1/16th%) to be the aggregate of the Applicable Margin Administrative Agent and the cost (expressed as a percentage rate per annum) to the Lender of funding the amount of the Facility during such Interest Period(s). 8.03 During such Interest Period(s) the Borrower 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 Required Lenders) for the Loans which shall reflect the cost to the Borrower 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 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 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 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, Fly Malta and such Lender and shall apply in lieu of the LIBO Rate for the relevant Interest Period.

Substitute Basis. 8.01 If If, on or prior to the Lender determines (which determination shall be conclusive) that: 8.01.01 at 11.00 a.m. (London time) on first day of any Interest Determination Date Period (an "Affected Interest Period"): (a) 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 8.01.02 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 8.01.03 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 8.01.04 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 Borrower and in case any of the above occurs on the Interest Determination Date prior to the Drawdown Date the Borrower's right to borrow the Facility shall be suspended Lenders as soon as practicable thereafter. If such notice is given, during the continuation of ninety-day period following such circumstances. 8.02 If, however, any of Rate Determination Notice (the events described in Clause 8.01 occurs on any other Interest Determination Date relative to "Negotiation Period") the Facility or any part thereof, then the duration of the relevant Interest Period(s) shall be up to one (1) month and during such Interest Period the Interest Rate applicable to the Facility or the relevant part thereof shall be the rate per annum determined by the Lender rounded upwards to the nearest whole multiple of one sixteenth per cent (1/16th%) to be the aggregate of the Applicable Margin Administrative Agent and the cost (expressed as a percentage rate per annum) to the Lender of funding the amount of the Facility during such Interest Period(s). 8.03 During such Interest Period(s) the Borrower 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 Borrower Lenders 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 LIBOR to be substituted for those which but 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 Base Rate as in effect from time to time shall apply in lieu of the LIBOR for the occurrence of any such event as specified in this Clause would have applied. If the Borrower and the Lender are unable to agree on such an 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 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 PeriodPeriods.

Substitute Basis. 8.01 If If, on or prior to the Lender determines (which determination shall be conclusive) that: 8.01.01 at 11.00 a.m. (London time) on first day of any Interest Determination Date Period (an “Affected Interest Period”): (a) 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 8.01.02 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 8.01.03 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 8.01.04 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 thereof (a “Rate Determination Notice”) to the Borrower and in case any of the above occurs on the Interest Determination Date prior to the Drawdown Date the Borrower's right to borrow the Facility shall be suspended Lenders as soon as practicable thereafter. If such notice is given, during the continuation of thirty-day period following such circumstances. 8.02 If, however, any of Rate Determination Notice (the events described in Clause 8.01 occurs on any other Interest Determination Date relative to “Negotiation Period”) the Facility or any part thereof, then the duration of the relevant Interest Period(s) shall be up to one (1) month and during such Interest Period the Interest Rate applicable to the Facility or the relevant part thereof shall be the rate per annum determined by the Lender rounded upwards to the nearest whole multiple of one sixteenth per cent (1/16th%) to be the aggregate of the Applicable Margin Administrative Agent and the cost (expressed as a percentage rate per annum) to the Lender of funding the amount of the Facility during such Interest Period(s). 8.03 During such Interest Period(s) the Borrower 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 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 the 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 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, commencing on or after the 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 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 such Lender and shall apply in lieu of the LIBO Rate for the relevant Interest Period.

Substitute Basis. 8.01 If If, on or prior to the Lender determines (which determination shall be conclusive) that: 8.01.01 at 11.00 a.m. (London time) on first day of any Interest Determination Date Period (an "Affected Interest Period"): (a) 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 8.01.02 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 8.01.03 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 8.01.04 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 Borrower and in case any of the above occurs on the Interest thereof (a "Rate Determination Date prior to the Drawdown Date the Borrower's right to borrow the Facility shall be suspended during the continuation of such circumstances. 8.02 If, however, any of the events described in Clause 8.01 occurs on any other Interest Determination Date relative to the Facility or any part thereof, then the duration of the relevant Interest Period(s) shall be up to one (1) month and during such Interest Period the Interest Rate applicable to the Facility or the relevant part thereof shall be the rate per annum determined by the Lender rounded upwards to the nearest whole multiple of one sixteenth per cent (1/16th%) to be the aggregate of the Applicable Margin and the cost (expressed as a percentage rate per annumNotice") to the Lender of funding Borrowers and the amount of Lenders as soon as practicable thereafter. If such notice is given, during the Facility during ninety-day period following such Interest Period(s). 8.03 During such Interest Period(sRate Determination Notice (the "Negotiation Period") the Borrower Administrative Agent and the Lender Borrowers 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 Borrower Lenders 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 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 Base Rate as in effect from time to time shall apply in lieu of the LIBO Rate for the occurrence of any such event as specified in this Clause would have applied. If the Borrower and the Lender are unable to agree on such an 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 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 PeriodPeriods.

Substitute Basis. 8.01 9.1 If the Lender determines (which determination shall be conclusive) that: 8.01.01 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 8.01.02 9.1.2 by reason of circumstances affecting the London Interbank Market such deposits are not available to the Lender in such market; or 8.01.03 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 8.01.04 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 Borrower Borrowers and in case any of the above occurs on the Interest Determination Date prior to the Drawdown Date the Borrower's Borrowers’ right to borrow the Facility Advances shall be suspended during the continuation of such circumstances. 8.02 9.2 If, however, any of the events described in Clause 8.01 9.1 occurs on any other Interest Determination Date relative to the Facility 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 the Facility 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 the Facility Loan during such Interest Period(s). 8.03 9.3 During such Interest Period(s) the Borrower 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 Borrower 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 Borrower 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 Borrower 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 the Loan shall be cancelled and no further Advances shall be made hereunder.

Substitute Basis. 8.01 9.1 If the Lender determines (which determination shall be conclusive) that: 8.01.01 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 8.01.02 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 8.01.03 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 8.01.04 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 Borrower Borrowers and in case any of the above occurs on the Interest Determination Date prior to the a Drawdown Date the Borrower's Borrowers’ right to borrow the Facility an Advance which remains available for borrowing shall be suspended during the continuation of such circumstances. 8.02 9.2 If, however, any of the events described in Clause 8.01 9.1 occurs on any other Interest Determination Date relative to the Facility 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 the Facility 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 the Facility such Advance or any part thereof during such Interest Period(s). 8.03 9.3 During such Interest Period(s) the Borrower 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 Borrower 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 Borrower 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 Borrower 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. 8.01 If If, on or prior to the Lender determines (which determination shall be conclusive) that: 8.01.01 at 11.00 a.m. (London time) on first day of any Interest Determination Date Period (an "Affected Interest Period"): (a) 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 8.01.02 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 8.01.03 , 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 8.01.04 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 thereof (a "Rate Determination Notice") to the Borrower and in case any of the above occurs on the Interest Determination Date prior to the Drawdown Date the Borrower's right to borrow the Facility shall be suspended Banks as soon as practicable thereafter. If such notice is given, during the continuation of 30-day period following such circumstances. 8.02 If, however, any of Rate Determination Notice (the events described in Clause 8.01 occurs on any other Interest Determination Date relative to "Negotiation Period") the Facility or any part thereof, then the duration of the relevant Interest Period(s) shall be up to one (1) month and during such Interest Period the Interest Rate applicable to the Facility or the relevant part thereof shall be the rate per annum determined by the Lender rounded upwards to the nearest whole multiple of one sixteenth per cent (1/16th%) to be the aggregate of the Applicable Margin Administrative Agent and the cost (expressed as a percentage rate per annum) to the Lender of funding the amount of the Facility during such Interest Period(s). 8.03 During such Interest Period(s) the Borrower and the Lender shall negotiate in good faith with a view to 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 Banks 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 order lieu of the LIBO Rate to agree 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 2.03(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 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 Rate or Rates and Period) the rate basis reflecting the cost to such Bank of funding its Loans from such source as it may reasonably select for the Interest Period commencing on or Periods satisfactory 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 binding upon the Borrower and such Bank and shall apply in lieu of the Lender to be substituted for those which but LIBO Rate for the occurrence of any such event as specified in this Clause would have applied. If the Borrower and the Lender are unable to agree on such an Interest Rate(s) and Interest Period(s) by the day which is two (2) Banking Days before the end of the Interest Period referred to above, the Borrower shall repay the 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.

Substitute Basis. 8.01 7.1 If the Lender a Bank determines (which determination shall be conclusive) that:that - 8.01.01 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 8.01.02 7.1.2 such deposits are not 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 8.01.03 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 8.01.04 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 Borrower and Borrowers and, in case any of the above occurs on the Interest Determination Date prior to the a Drawdown Date the Borrower's Borrowers’ right to borrow the part of the Facility which remains available for borrowing shall be suspended during the continuation of such circumstances. 8.02 7.2 If, however, any of the events described in Clause 8.01 7.1 occurs on any other Interest Determination Date relative to 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 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 the Facility or the relevant part thereof during such Interest Period(s)Period. 8.03 7.3 During such Interest Period(s) Period the Borrower 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 Borrower 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 Borrower 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 Borrower 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.

Substitute Basis. 8.01 If If, on or prior to the Lender determines (which determination shall be conclusive) that: 8.01.01 at 11.00 a.m. (London time) on first day of any Interest Determination Date Period (an “Affected Interest Period”): (a) 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 8.01.02 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 8.01.03 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 8.01.04 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 Borrower and in case any of the above occurs on the Interest thereof (a “Rate Determination Date prior to the Drawdown Date the Borrower's right to borrow the Facility shall be suspended during the continuation of such circumstances. 8.02 If, however, any of the events described in Clause 8.01 occurs on any other Interest Determination Date relative to the Facility or any part thereof, then the duration of the relevant Interest Period(s) shall be up to one (1) month and during such Interest Period the Interest Rate applicable to the Facility or the relevant part thereof shall be the rate per annum determined by the Lender rounded upwards to the nearest whole multiple of one sixteenth per cent (1/16th%) to be the aggregate of the Applicable Margin and 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 notice is given, during the Facility during thirty-day period following such Interest Period(s). 8.03 During such Interest Period(sRate Determination Notice (the “Negotiation Period”) the Borrower 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 Borrower 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 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, commencing on or after the 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 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 binding upon the Company and such Lender and shall apply in lieu of the LIBO Rate for the relevant Interest Period.

Substitute Basis. 8.01 If If, on or prior to the Lender determines (which determination shall be conclusive) that: 8.01.01 at 11.00 a.m. (London time) on first day of any Interest Determination Date Period (each, an “Affected Interest Period”): (a) 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 8.01.02 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 8.01.03 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 8.01.04 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 thereof (each, a “Rate Determination Notice”) to the Borrower and in case any of the above occurs on the Interest Determination Date prior to the Drawdown Date the Borrower's right to borrow the Facility shall be suspended Lenders as soon as practicable thereafter. If such notice is given, during the continuation of thirty-day period following such circumstances. 8.02 If, however, any of Rate Determination Notice (the events described in Clause 8.01 occurs on any other Interest Determination Date relative to “Negotiation Period”) the Facility or any part thereof, then the duration of the relevant Interest Period(s) shall be up to one (1) month and during such Interest Period the Interest Rate applicable to the Facility or the relevant part thereof shall be the rate per annum determined by the Lender rounded upwards to the nearest whole multiple of one sixteenth per cent (1/16th%) to be the aggregate of the Applicable Margin Administrative Agent and the cost (expressed as a percentage rate per annum) to the Lender of funding the amount of the Facility during such Interest Period(s). 8.03 During such Interest Period(s) the Borrower and the Lender shall negotiate in good faith with a view to 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 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 order lieu of the LIBO Rate to agree an all Interest Rate Periods commencing on or Rates 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 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 the Interest Period commencing on or Periods satisfactory 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 binding upon the Borrower and such Lender and shall apply in lieu of the Lender to be substituted for those which but LIBO Rate for the occurrence of any such event as specified in this Clause would have applied. If the Borrower and the Lender are unable to agree on such an Interest Rate(s) and Interest Period(s) by the day which is two (2) Banking Days before the end of the Interest Period referred to above, the Borrower shall repay the 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.

Substitute Basis. 8.01 If During the Lender determines (which determination shall be conclusive) that: 8.01.01 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 8.01.02 by reason of circumstances affecting the London Interbank Market such deposits are not available to the Lender in such market; or 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 8.01.04 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 Lenders and Borrower and in case any of the above occurs on the Interest Determination Date prior to the Drawdown Date the Borrower's right to borrow the Facility shall be suspended during the continuation of such circumstances. 8.02 If, however, any of the events described in Clause 8.01 occurs on any other Interest Determination Date relative to the Facility or any part thereof, then the duration of the relevant Interest Period(s) shall be up to one (1) month and during such Interest Period the Interest Rate applicable to the Facility or the relevant part thereof shall be the rate per annum determined by the Lender rounded upwards to the nearest whole multiple of one sixteenth per cent (1/16th%) to be the aggregate of the Applicable Margin and the cost (expressed as a percentage rate per annum) to the Lender of funding the amount of the Facility during such Interest Period(s). 8.03 During such Interest Period(s) the Borrower and the Lender 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 Borrower 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 date of such notice, the Lenders and Borrower and the Lender are unable 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 Borrower 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, as in effect from time to time (or any successor category of liabilities under Regulation D).

Substitute Basis. 8.01 If If, on or prior to the Lender determines (which determination shall be conclusive) that: 8.01.01 at 11.00 a.m. (London time) on first day of any Interest Determination Date Period (each, an “Affected Interest Period”): (a) 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 8.01.02 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 8.01.03 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 8.01.04 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 thereof (each, a “Rate Determination Notice”) to the Borrower and in case any of the above occurs on the Interest Determination Date prior to the Drawdown Date the Borrower's right to borrow the Facility shall be suspended Lenders as soon as practicable thereafter. If such notice is given, during the continuation of thirty-day period following such circumstances. 8.02 If, however, any of Rate Determination Notice (the events described in Clause 8.01 occurs on any other Interest Determination Date relative to “Negotiation Period”) the Facility or any part thereof, then the duration of the relevant Interest Period(s) shall be up to one (1) month and during such Interest Period the Interest Rate applicable to the Facility or the relevant part thereof shall be the rate per annum determined by the Lender rounded upwards to the nearest whole multiple of one sixteenth per cent (1/16th%) to be the aggregate of the Applicable Margin Administrative Agent and the cost (expressed as a percentage rate per annum) to the Lender of funding the amount of the Facility during such Interest Period(s). 8.03 During such Interest Period(s) the Borrower and the Lender shall negotiate in good faith with a view to 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 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 order lieu of the LIBO Rate to agree an all Interest Rate Periods commencing on or Rates 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 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 the Interest Period commencing on or Periods satisfactory 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 binding upon the Borrower and such Lender and shall apply in lieu of the Lender to be substituted for those which but LIBO Rate for the occurrence of any such event as specified in this Clause would have applied. If the Borrower and the Lender are unable to agree on such an Interest Rate(s) and Interest Period(s) by the day which is two (2) Banking Days before the end of the Interest Period referred to above, the Borrower shall repay the 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.

Substitute Basis. 8.01 If During the Lender determines (which determination shall be conclusive) that: 8.01.01 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 8.01.02 by reason of circumstances affecting the London Interbank Market such deposits are not available to the Lender in such market; or 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 8.01.04 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 the Borrower pursuant to subsections 2.6B and in case any of 2.6C, the above occurs on Administrative Agent, the Interest Determination Date prior to the Drawdown Date the Borrower's right to borrow the Facility shall be suspended during the continuation of such circumstances. 8.02 If, however, any of the events described in Clause 8.01 occurs on any other Interest Determination Date relative to the Facility or any part thereof, then the duration of the relevant Interest Period(s) shall be up to one (1) month and during such Interest Period the Interest Rate applicable to the Facility or the relevant part thereof shall be the rate per annum determined by the Lender rounded upwards to the nearest whole multiple of one sixteenth per cent (1/16th%) to be the aggregate of the Applicable Margin Lenders and the cost (expressed as a percentage rate per annum) to the Lender of funding the amount of the Facility during such Interest Period(s). 8.03 During such Interest Period(s) the Borrower and the Lender shall negotiate in good faith in order to arrive at a mutually acceptable alternative basis for determining the interest rate from time to time applicable to the affected Loans (the "SUBSTITUTE BASIS"). If, within the 30 days following the date of any such notice to the Borrower, the Administrative Agent, the Lenders and the Borrower shall agree an Interest Rate or Rates upon a Substitute Basis, such Substitute Basis shall be retroactive to and effective from the first day of the then current Interest Period or Periods satisfactory 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 writing to the Borrower and through the Lender Administrative Agent (such certification to be substituted 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 those 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 but 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 occurrence first day of any such event as specified in this Clause would have appliedInterest Period. If the Borrower and the Lender are unable to agree on such an Interest Rate(s) and Interest Period(s) by the day which no Substitute Basis is two (2) Banking Days before the end established, upon receipt of notice of the Interest Period referred interest rates at which the Lenders are prepared to abovemake or maintain their respective affected Loans, the Borrower shall repay have the Facility right, exercisable upon ten Business Days' prior notice to any Lender through the Administrative Agent, (A) to continue to borrow Loans at the interest rates so advised by the respective Lenders (as such rates may be modified, from time to time, at the outset of each subsequent Interest Period) or (B) to prepay in full the Affected Loans of any Lender, 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, as in effect from time to time (or any successor category of liabilities under Regulation D).

Substitute Basis. 8.01 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: 8.01.01 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 8.01.02 by reason position of circumstances affecting the London Interbank Market such deposits are not available to the Lender in such that market; or 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 8.01.04 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 Borrower and in case any 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 the Drawdown Date the Borrower's right make Loans as, or to borrow the Facility convert Loans to, LIBO Rate Loans shall be suspended during until such notice shall be withdrawn by the continuation of such circumstances. 8.02 IfLender, however, any of the events described in Clause 8.01 occurs on any other Interest Determination Date relative (2) to the Facility 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 any part thereofa Continuation Notice, then the duration of Lender shall make such Loan as (or continue such Loan as or convert such Loan to, as the relevant Interest Period(scase may be) a Base Rate Loan, (3) the Lender’s obligations to maintain its outstanding LIBO Rate Loans (the “Affected Loans”) shall be up terminated at the earlier to one (1) month and during such occur of the expiration of the Interest Period the Interest Rate applicable then in effect with respect to the Facility Affected Loans or when required by law, and (4) the relevant part thereof Affected Loans shall be automatically convert into Base Rate Loans on the rate per annum determined date of such termination. Notwithstanding the foregoing, to the 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 the Facility during such Interest Period(s). 8.03 During such Interest Period(s) the Borrower 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 Borrower 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 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 described above, the 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.

Substitute Basis. 8.01 9.01 If the Lender determines (which determination – in the absence of manifest error – shall be conclusive) that: 8.01.01 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 8.01.02 9.01.02 LIBOR would not adequately reflect the cost to the Lender of making, funding or maintaining the Facility or any part thereof for the duration of the next succeeding Interest Period; or 9.01.03 by reason of circumstances affecting the London Interbank Market such deposits are not available to the Lender in such market; or 8.01.03 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 8.01.04 9.01.05 Dollars will or may not continue to be freely transferable; then, and in any such case the Lender shall give a written notice of any such event to the Borrower Borrowers and in case any of the above occurs on the Interest Determination Date prior to the Drawdown Date the Borrower's Borrowers' right to borrow the Facility or any part thereof shall be suspended during the continuation of such circumstances. 8.02 9.02 If, however, any of the events described in Clause 8.01 9.01 occurs on any other Interest Determination Date relative to the Facility or any part thereof, then the duration of the relevant Interest Period(s) shall be up to one (1) month and during such Interest Period the Interest Rate applicable to the Facility or the relevant part thereof shall be the rate per annum determined by the Lender rounded upwards to the nearest whole multiple of one sixteenth per cent (1/16th%) to be the aggregate of the Applicable Margin Margin, any Mandatory Cost and the cost (expressed as a percentage rate per annum) to the Lender of funding the amount of the Facility during such Interest Period(s). 8.03 9.03 During such Interest Period(s) the Borrower Borrowers and the Lender shall negotiate in good faith in order to agree an Interest Rate or Interest Rates and Interest Period or Interest Periods satisfactory to the Borrower 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 Borrower 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 Borrower Borrowers 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.

Substitute Basis. 8.01 7.1 If the Lender determines (which determination shall be conclusive) that: 8.01.01 at 11.00 a.m. (London time) that on any Interest Determination Date Date: 7.1.1 for any reason the Lender was not being offered by banks in the London Interbank Market is unable to obtain deposits in Dollars in the required amount and for the required periodperiod in the London Interbank Market; or 8.01.02 by reason of circumstances affecting the London Interbank Market such deposits are not available to the Lender in such market; or 8.01.03 7.1.2 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 8.01.04 7.1.3 Dollars will or may not continue to be freely transferable; or 7.1.4 LIBOR would not adequately reflect the Lender’s cost of making, funding or maintaining any Advance or any part thereof for the duration of the Interest Period relating to such Advance, then, and in any such case the Lender shall give notice of any such event to the Borrower and and, in case any of the above occurs on the an Interest Determination Date prior to the a Drawdown Date the Borrower's ’s right to borrow the part of the Facility which remains available for borrowing shall be suspended during the continuation of such circumstances. 8.02 7.2 If, however, any of the events described in Clause 8.01 7.1 occurs on any other Interest Determination Date relative to 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 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 the Facility or the relevant part thereof during such Interest Period(s). 8.03 During such Interest Period(s) the 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 Borrower and the Lender to be substituted for those which but for the occurrence of any such event as specified in this Clause would have applied. If the Borrower and the Lender are unable to agree on such an Interest Rate(s) and Interest Period(s) by the day which is two (2) Banking Days before the end of the Interest Period referred to above, the Borrower shall repay the 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.

Substitute Basis. 8.01 If During the Lender determines (which determination shall be conclusive) that: 8.01.01 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 8.01.02 by reason of circumstances affecting the London Interbank Market such deposits are not available to the Lender in such market; or 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 8.01.04 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 the Borrower pursuant to subsections 2.6B and in case any of 2.6C, the above occurs on Administrative Agent, the Interest Determination Date prior to the Drawdown Date the Borrower's right to borrow the Facility shall be suspended during the continuation of such circumstances. 8.02 If, however, any of the events described in Clause 8.01 occurs on any other Interest Determination Date relative to the Facility or any part thereof, then the duration of the relevant Interest Period(s) shall be up to one (1) month and during such Interest Period the Interest Rate applicable to the Facility or the relevant part thereof shall be the rate per annum determined by the Lender rounded upwards to the nearest whole multiple of one sixteenth per cent (1/16th%) to be the aggregate of the Applicable Margin Lenders and the cost (expressed as a percentage rate per annum) to the Lender of funding the amount of the Facility during such Interest Period(s). 8.03 During such Interest Period(s) the Borrower and the Lender shall negotiate in good faith in order to arrive at a mutually acceptable alternative basis for determining the interest rate from time to time applicable to the affected Loans (the "SUBSTITUTE BASIS"). If, within the 30 days following the date of any such notice to the Borrower, the Administrative Agent, the Lenders and the Borrower shall agree an Interest Rate or Rates upon a Substitute Basis, such Substitute Basis shall be retroactive to and effective from the first day of the then current Interest Period or Periods satisfactory 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 writing to the Borrower and through the Lender Administrative Agent (such certification to be substituted 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 those 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 but 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 occurrence first day of any such event as specified in this Clause would have appliedInterest Period. If the Borrower and the Lender are unable to agree on such an Interest Rate(s) and Interest Period(s) by the day which no Substitute Basis is two (2) Banking Days before the end established, upon receipt of notice of the Interest Period referred interest rates at which the Lenders are prepared to abovemake or maintain their respective affected Loans, the Borrower shall repay have the Facility right, exercisable upon ten Business Days' prior notice to any Lender through the Administrative Agent, (A) to continue to borrow Loans at the interest rates so advised by the respective Lenders (as such rates may be modified, from time to time, at the outset of each subsequent Interest Period) or (B) to prepay in full the Affected Loans of any Lender, 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, as in effect from time to time (or any successor category of liabilities under Regulation D).

Substitute Basis. 8.01 If If, on or prior to the Lender determines (which determination shall be conclusive) that: 8.01.01 at 11.00 a.m. (London time) on first day of any Interest Determination Date Period (an "Affected Interest Period"): (a) 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 8.01.02 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 8.01.03 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 8.01.04 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 Borrower and in case any of the above occurs on the Interest Determination Date prior to the Drawdown Date the Borrower's right to borrow the Facility shall be suspended Banks as soon as practicable thereafter. If such notice is given, during the continuation of thirty-day period following such circumstances. 8.02 If, however, any of Rate Determination Notice (the events described in Clause 8.01 occurs on any other Interest Determination Date relative to "Negotiation Period") the Facility or any part thereof, then the duration of the relevant Interest Period(s) shall be up to one (1) month and during such Interest Period the Interest Rate applicable to the Facility or the relevant part thereof shall be the rate per annum determined by the Lender rounded upwards to the nearest whole multiple of one sixteenth per cent (1/16th%) to be the aggregate of the Applicable Margin Administrative Agent and the cost (expressed as a percentage rate per annum) to the Lender of funding the amount of the Facility during such Interest Period(s). 8.03 During such Interest Period(s) the Borrower and the Lender shall negotiate in good faith with a view to 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 Banks 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 order lieu of the LIBO Rate to agree an all Interest Rate Periods commencing on or Rates 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 2.06 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 Periods satisfactory 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 binding upon the Borrower and such Bank and shall apply in lieu of the Lender to be substituted for those which but LIBO Rate for the occurrence of any such event as specified in this Clause would have applied. If the Borrower and the Lender are unable to agree on such an 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 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 PeriodPeriods.