Common use of Substitute Basis Clause in Contracts

Substitute Basis. 9.1 If the Lender determines (which determination shall be conclusive) that: 9.1.1 at 11.00 a.m. (London time) on any Interest Determination Date the Lender was not being offered by banks in the London Interbank Market deposits in Dollars in the required amount and for the required period; or 9.1.2 by reason of circumstances affecting the London Interbank Market such deposits are not available to the Lender in such market; or 9.1.3 adequate and reasonable means do not or will not exist for the Lender to ascertain the Interest Rate applicable to the next succeeding Interest Period; or 9.1.4 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 a Drawdown Date the Borrower’s right to borrow an Advance shall be suspended during the continuation of such circumstances. 9.2 If, however, any of the events described in Clause 9.1 occurs on any other Interest Determination Date, then the duration of the relevant Interest Period(s) shall be up to one (1) month and during such Interest Period the Interest Rate applicable to such Advance or the relevant part thereof shall be the rate per annum determined by the Lender rounded upwards to the nearest whole multiple of one sixteenth per cent (1/16th%) to be the aggregate of the Margin and the cost (expressed as a percentage rate per annum) to the Lender of funding the amount of the Loan during such Interest Period(s). 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) Business Days before the end of the Interest Period referred to above, the Borrower shall repay the 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 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. 9.1 7.1 If the Lender determines (which determination shall be conclusive) that: 9.1.1 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 9.1.2 by reason of circumstances affecting the London Interbank Market such deposits are not available to the Lender in such market; or 9.1.3 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 9.1.4 7.1.3 Dollars will or may not continue to be freely transferable; or 9.1.5 7.1.4 LIBOR would not adequately reflect the Lender’s cost of making, funding the Loan or maintaining any Advance or any part thereofthereof 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 a Drawdown Date the Borrower’s right to borrow an Advance the part of the Facility which remains available for borrowing shall be suspended during the continuation of such circumstances. 9.2 7.2 If, however, any of the events described in Clause 9.1 7.1 occurs on any other Interest Determination DateDate 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 such Advance the Facility or the relevant part thereof shall be the rate per annum determined by the Lender rounded upwards to the nearest whole multiple of one sixteenth per cent (1/16th%) to be the aggregate of (a) the 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 Loan Facility or the relevant part thereof during such Interest Period(s)Period. 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) Business Days before the end of the Interest Period referred to above, the Borrower shall repay the 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 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. 9.1 If the Lender determines (which determination shall be conclusive) that: 9.1.1 at 11.00 a.m. (London time) on any Interest Determination Date the Lender was not being offered by banks in the London Interbank Market deposits in Dollars in the required amount and for the required period; or 9.1.2 by reason of circumstances affecting the London Interbank Market such deposits are not available to the Lender in such market; or 9.1.3 adequate and reasonable means do not or will not exist for the Lender to ascertain the Interest Rate applicable to the next succeeding Interest Period; or 9.1.4 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 Borrowers and in case any of the above occurs on the Interest Determination Date prior to a Drawdown Date the Borrower’s Borrowers’ right to borrow an Advance which remains available for borrowing shall be suspended during the continuation of such circumstances. 9.2 If, however, any of the events described in Clause 9.1 occurs on any other Interest Determination DateDate relative to an Advance or any part thereof, then the duration of the relevant Interest Period(s) shall be up to one (1) month and during such Interest Period the Interest Rate applicable to such Advance or the relevant part thereof shall be the rate per annum determined by the Lender rounded upwards to the nearest whole multiple of one sixteenth per cent (1/16th%) to be the aggregate of the Applicable Margin and the cost (expressed as a percentage rate per annum) to the Lender of funding the amount of the Loan such Advance or any part thereof during such Interest Period(s). 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) Business Banking Days before the end of the Interest Period referred to above, the Borrower Borrowers shall repay the Loan Facilities 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 Loan Facilities but without any prepayment fee, on the last day of such Interest Period, whereupon the Loan both Facilities shall be cancelled and no further Advances shall be made hereunder.

Substitute Basis. 9.1 If the Lender determines (which determination shall be conclusive) that: 9.1.1 at 11.00 a.m. (London time) on any Interest Determination Date the Lender was not being offered by banks in the London Interbank Market deposits in Dollars in the required amount and for the required period; or 9.1.2 by reason of circumstances affecting the London Interbank Market such deposits are not available to the Lender in such market; or 9.1.3 adequate and reasonable means do not or will not exist for the Lender to ascertain the Interest Rate applicable to the next succeeding Interest Period; or 9.1.4 Dollars will or may not continue to be freely transferable; oror 14 Table of Contents 9.1.5 LIBOR would not adequately reflect the Lender’s cost of making, funding or maintaining the Loan Facility or any part thereofthereof 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 a Drawdown Date the Borrower’s Borrowers’ right to borrow an the relevant Advance shall be suspended during the continuation of such circumstances. 9.2 If, however, any of the events described in Clause 9.1 occurs on any other Interest Determination Date, then the duration of the relevant Interest Period(s) shall be up to one (1) month and during such Interest Period the Interest Rate applicable to such Advance the 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 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 Loan such Advance during such Interest Period(s). 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) Business Days before the end of the Interest Period referred to above, the Borrower Borrowers shall repay the Loan Facility 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 Loan Facility but without any prepayment fee, on the last day of such Interest Period, whereupon the Loan Facility shall be cancelled and no further Advances shall be made hereunder.

Substitute Basis. 9.1 7.1 If the Lender determines (which determination shall be conclusive) that: 9.1.1 7.1.1 at 11.00 a.m. (London time) on any Interest Determination Date the Lender was not being offered by banks in the London Interbank Market deposits in Dollars in the required amount and for the required period; or 9.1.2 7.1.2 by reason of circumstances affecting the London Interbank Market such deposits are not available to the Lender in such market; or 9.1.3 7.1.3 adequate and reasonable means do not or will not exist for the Lender to obtain or ascertain the Interest Rate applicable to the next succeeding Interest Period; or 9.1.4 7.1.4 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 and, in case any of the above occurs on the Interest Determination Date prior to a Drawdown Date the Borrower’s right to borrow an Advance the part of the Facility which remains available for borrowing shall be suspended during the continuation of such circumstances. 9.2 7.2 If, however, any of the events described in Clause 9.1 7.1 occurs on any other Interest Determination DateDate 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 such Advance the Facility or the relevant part thereof shall be the rate per annum determined by the Lender rounded upwards to the nearest whole multiple of one sixteenth per cent (1/16th%) to be the aggregate of (a) the 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 Loan Facility or the relevant part thereof during such Interest Period(s)Period. 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) Business Days before the end of the Interest Period referred to above, the Borrower shall repay the 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 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. 9.1 9.01 If the Lender determines (which determination – in the absence of manifest error – shall be conclusive) that: 9.1.1 9.01.01 at 11.00 a.m. (London time) on any Interest Determination Date the Lender was not being offered by banks in the London Interbank Market deposits in Dollars in the required amount and for the required period; or 9.1.2 9.01.02 LIBOR would not adequately reflect the cost to the Lender of making, funding or maintaining the Facility or any part thereof for the duration of the next succeeding Interest Period; or 9.01.03 by reason of circumstances affecting the London Interbank Market such deposits are not available to the Lender in such market; or 9.1.3 9.01.04 adequate and reasonable means do not or will not exist for the Lender to ascertain the Interest Rate applicable to the next succeeding Interest Period; or 9.1.4 9.01.05 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 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 a the Drawdown Date the Borrower’s Borrowers' right to borrow an Advance the Facility or any part thereof shall be suspended during the continuation of such circumstances. 9.2 9.02 If, however, any of the events described in Clause 9.1 9.01 occurs on any other Interest Determination DateDate 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 such Advance the Facility or the relevant part thereof shall be the rate per annum determined by the Lender rounded upwards to the nearest whole multiple of one sixteenth per cent (1/16th%) to be the aggregate of the Margin Applicable Margin, any Mandatory Cost and the cost (expressed as a percentage rate per annum) to the Lender of funding the amount of the Loan Facility during such Interest Period(s). 9.3 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) Business Banking Days before the end of the Interest Period referred to above, the Borrower Borrowers shall repay the Loan Facility together with accrued interest thereon at the Interest Rate set out above above, together with all other amounts due under this Loan Agreement relative to the Loan but without any prepayment feeFacility, on the last day of such Interest Period, whereupon the Loan shall be cancelled and no further Advances shall be made hereunder.

Substitute Basis. 9.1 If the a Lender determines (which determination shall be conclusive) that: 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 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 9.1.3 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 9.1.4 9.1.5 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 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 a Drawdown Date the Borrower’s right to borrow an Advance which remains available for borrowing shall be suspended during the continuation of such circumstances. 9.2 If, however, any of the events described in Clause 9.1 occurs on any other Interest Determination DateDate relative to an Advance or any part thereof, then the duration of the relevant Interest Period(s) shall be up to one (1) month and during such Interest Period the Interest Rate applicable to such Advance or the relevant part thereof shall be the rate per annum determined by the Lender 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 Loan such Advance or any part thereof during such Interest Period(s). 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) Business Days before the end of the Interest Period referred to above, the Borrower shall repay the 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 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.