TO THE CALCULATION OF INTEREST
Subject to Section 8.1, if USD LIBOR, or, if applicable, GBP LIBOR or, if
applicable, EURIBOR is to be determined by reference to the Reference Banks but
a Reference Bank does not supply a quotation by the specified time on the
Quotation Day, the applicable USD LIBOR, GBP LIBOR or EURIBOR shall be
determined on the basis of the quotations of the remaining Reference Banks.
8.1
Market disruption
(A)
IF, FOR ANY RELEVANT PERIOD, A MARKET
DISRUPTION EVENT OCCURS IN RELATION TO A LOAN (OR ANY PORTION THEREOF) IN
RESPECT OF WHICH THE ALTERNATE RATE APPLIES, THEN THE RATE OF INTEREST IN
RESPECT OF EACH RELEVANT LENDER'S PRO RATA SHARE OF THAT LOAN (OR PORTION
THEREOF) FOR THE RELEVANT PERIOD SHALL BE THE PERCENTAGE RATE PER ANNUM WHICH IS
THE SUM OF:
(I)
THE APPLICABLE MARGIN;
(II)
THE RATE NOTIFIED TO THE ADMINISTRATIVE AGENT BY THAT LENDER AS
SOON AS PRACTICABLE AND IN ANY EVENT BEFORE INTEREST IS DUE TO BE PAID IN
RESPECT OF THAT RELEVANT PERIOD, TO BE THAT WHICH EXPRESSES AS A PERCENTAGE RATE
PER ANNUM THE COST TO THAT LENDER OF FUNDING ITS PRO RATA SHARE OF THAT LOAN
FROM WHATEVER SOURCE IT MAY REASONABLY SELECT; AND
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(III)
THE MANDATORY COST, IF ANY.
(B)
IN THIS AGREEMENT "MARKET DISRUPTION EVENT" MEANS:
(I)
AT OR ABOUT NOON ON THE QUOTATION DAY FOR A RELEVANT PERIOD THE
SCREEN RATE IS NOT AVAILABLE AND NONE OR ONLY ONE OF THE REFERENCE BANKS
SUPPLIES A RATE TO THE ADMINISTRATIVE AGENT TO DETERMINE USD LIBOR OR, IF
APPLICABLE, GBP LIBOR OR, IF APPLICABLE, EURIBOR FOR THE RELEVANT CURRENCY AND
RELEVANT PERIOD; OR
(II)
BEFORE CLOSE OF BUSINESS IN LONDON ON THE QUOTATION DAY FOR THE
RELEVANT PERIOD, THE ADMINISTRATIVE AGENT RECEIVES NOTIFICATIONS FROM A LENDER
OR LENDERS THAT THE COST TO IT OF OBTAINING MATCHING DEPOSITS IN THE RELEVANT
INTERBANK MARKET WOULD BE IN EXCESS OF USD LIBOR OR, IF APPLICABLE, GBP LIBOR
OR, IF APPLICABLE, EURIBOR.
8.2
Alternative basis of interest or funding
(A)
IF A MARKET DISRUPTION EVENT OCCURS THE
ADMINISTRATIVE AGENT AND THE COMPANY (OR THE MASTER SERVICER ON ITS BEHALF)
SHALL ENTER INTO NEGOTIATIONS (FOR A PERIOD OF NOT MORE THAN THIRTY (30) DAYS)
WITH A VIEW TO AGREEING A SUBSTITUTE BASIS FOR DETERMINING THE RATE OF INTEREST.
(B)
ANY ALTERNATIVE BASIS AGREED PURSUANT TO
CLAUSE (A) ABOVE SHALL, WITH THE PRIOR CONSENT OF ALL THE FUNDING AGENTS, THE
MASTER SERVICER AND THE COMPANY, BE BINDING ON ALL PARTIES TO THIS AGREEMENT.
9.
ILLEGALITY
Notwithstanding any other provision of this Agreement, if the adoption of or any
change in any Requirement of Law or in the interpretation or application thereof
by any relevant Governmental Authority shall make it unlawful for any Lender to
perform any of its obligations as contemplated by this Agreement or to fund its
Pro Rata Share of any Loan:
(A)
THE APPLICABLE FUNDING AGENT SHALL PROMPTLY NOTIFY THE
ADMINISTRATIVE AGENT, THE COMPANY AND THE MASTER SERVICER