Substitute Basis. If, on or prior to the first day of any Interest Period (an "Affected Interest Period"):
Substitute Basis. 9.1 If the Lender determines (which determination shall be conclusive) that:
Substitute Basis. During the 30 days following the date of any notice given to Borrower pursuant to subsections 2.6B and 2.6C, Administrative Agent, the Lenders and Borrower 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 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 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 Lender is prepared to make or maintain its affected Loan for such Interest Period, it being understood that such Lender's interest rate shall be at a rate per annum equal to the sum of the Applicable Margin plus a rate which adequately and fairly reflects the cost to such Lender of obtaining the funds necessary to maintain its affected Loan for such Interest Period, such interest rate to be retroactive to and effective from the first day of such Interest Period. If no Substitute Basis is established, upon receipt of notice of the 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) 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 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 the provisions of this subsection 2.6G shall ...
Substitute Basis. 7.1 If a Bank determines (which determination shall be conclusive) that-
Substitute Basis. 9.01 If the Lender determines (which determination - in the absence of manifest error - shall be conclusive) that:
Substitute Basis. If notification is given under Clause 12.2 (Market disruption) in respect of a Loan that has not yet been made, then that Loan shall not be made. However, within five Business Days after receipt of the notification, the Borrowers' Agent and the Facility Agent shall enter into negotiations for a period of not more than 30 days with a view to agreeing a substitute basis for determining the rate of interest and/or funding applicable to that and (to the extent required) any future Loan. Any substitute basis agreed shall be, with the prior consent of all the Banks, binding on all the Parties.
Substitute Basis. In case deposits in EUR are not available to the Lenders or any of them as per Clause 11.1.2 above, the Agent, during a period of ten (10) Banking Days from the date of any such notice pursuant to Clause 11.1, shall certify to the Borrowers an alternative basis (the “Substitute Basis”) for maintaining the Loans or any part thereof. Such Substitute Basis may include an alternative method of fixing the rate of interest (which shall reflect the cost to the Lenders of funding the Loans or any part thereof from other sources plus the Relevant Margin), alternative currencies for the Loans or any part thereof, and in establishing such Substitute Basis the Lenders shall have regard to the reasonable wishes of the Borrowers and shall use to the extent it is reasonably possible their best efforts to reduce its costs of funding the Loans. The Borrowers shall notify the Agent in writing within five (5) Banking Days of receipt of such certificate from the Agent whether or not they accept such Substitute Basis. In case the Borrowers so accept, such Substitute Basis shall apply in accordance with its terms. In case the Borrowers do not accept or do not notify whether or not they accept as aforesaid, then the Borrowers and the Agent shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing on the Substitute Basis. Should the Borrowers and the Agent not agree on the Substitute Basis, then the Borrowers shall prepay to the Lenders the Loans or any part thereof to which this Clause applies on the next Interest Payment Date together with interest thereon at the Interest Rate applicable to the immediately preceding Interest Period.
Substitute Basis. If, on or before the first day of any Interest Period (an “Affected Interest Period”), the Majority Lenders determine and notify the Administrative Agent that the LIBO Rate for such Affected Interest Period will not be adequate to cover the cost to such Lenders of making or maintaining their Loans for such Affected Interest Period, then: (a) the Administrative Agent (as instructed by the Majority Lenders) and the Borrower shall negotiate in good faith to determine a mutually agreeable substitute rate of interest applicable to the affected Loans during the Affected Interest Period (it being understood that each affected Lender must consent to such substitute interest rate) and (b) if no agreement can be so reached by the tenth Business Day of the Affected Interest Period, then each affected Lender shall determine (and shall certify from time to time in a certificate delivered by such Lender to the Administrative Agent setting forth in reasonable detail the basis of the computation of such amount), which determination shall be made in a commercially reasonable manner, the substitute rate basis reflecting the cost to such Lender of funding its Loan for the Affected Interest Period, and such substitute rate basis (the “Substitute Rate”) shall be binding upon the Borrower and shall apply in lieu of the LIBO Rate for such Interest Period in the absence of manifest error and the Loans shall bear interest from the first day following the expiration of the negotiation period at the Substitute Rate plus the Applicable Margin.
Substitute Basis. 39 10. INCREASED COSTS.................................................................................... 40 11. ILLEGALITY......................................................................................... 42 12. INDEMNITIES........................................................................................ 43
