SUCH
INTEREST PERIOD.
(B)
NOTWITHSTANDING CLAUSE 9.6(A), (I) THE RATE
OF INTEREST APPLICABLE TO THE INITIAL LOANS SHALL NOT EXCEED 11.50% PER ANNUM
AND (II) IN NO EVENT SHALL THE RATE OF INTEREST APPLICABLE TO THE INITIAL LOANS
EXCEED THE HIGHEST RATE PERMITTED UNDER APPLICABLE LAW.
9.7
NOTIFICATION
The Facility Agent shall promptly notify the Borrower and the Lenders of each
determination of LIBOR, and the Associated Costs Rate, and any change to the
proposed length of an Interest Period or any interest rate occasioned by the
operation of Clause 10 (Market Disruptions and Alternative Interest Rates).
10.
MARKET DISRUPTION AND ALTERNATIVE INTEREST
RATES
10.1
MARKET DISRUPTION
If, in relation to any Interest Period:
(A)
LIBOR IS TO BE DETERMINED BY REFERENCE TO
THE REFERENCE BANKS AND, AT OR ABOUT 11.00 A.M. (LONDON TIME) ON THE QUOTATION
DATE FOR SUCH INTEREST PERIOD, NONE OR ONLY ONE OF THE REFERENCE BANKS SUPPLIES
A RATE FOR THE PURPOSE OF DETERMINING LIBOR FOR THE RELEVANT PERIOD; OR
(B)
BEFORE THE CLOSE OF BUSINESS IN LONDON ON
THE QUOTATION DATE FOR SUCH INTEREST PERIOD, THE FACILITY AGENT HAS BEEN
NOTIFIED BY A LENDER OR EACH OF A GROUP OF LENDERS TO WHOM IN AGGREGATE 40% OR
MORE OF THE AGGREGATE PRINCIPAL AMOUNT OF THE RELEVANT INITIAL LOANS IS OWED
(OR, IN THE CASE OF UNDRAWN INITIAL LOANS, IF MADE, WOULD BE OWED) THAT THE COST
TO IT OF OBTAINING MATCHING DEPOSITS FOR THE RELEVANT INITIAL LOANS IN THE
RELEVANT INTERBANK MARKET WOULD BE IN EXCESS OF LIBOR,
54
then the Facility Agent shall notify the Borrower and the Lenders of such event
and, notwithstanding anything to the contrary in this Agreement, Clause 10.2
(Substitute Interest Rate) shall apply (if the relevant Initial Loans are
already outstanding).
10.2
SUBSTITUTE INTEREST RATE
If either paragraph of Clause 10.1 (Market Disruption) applies to an Initial
Loan, the rate of interest applicable to each Lender's portion of such Initial
Loan during the relevant Interest Period shall (subject to any agreement reached
pursuant to Clause 10.3 (Alternative Rate)) be the rate per annum which is the
sum of:
(I)
THE APPLICABLE MARGIN;
(II)
THE RATE PER ANNUM NOTIFIED TO THE FACILITY
AGENT BY SUCH LENDER BEFORE THE LAST DAY OF SUCH INTEREST PERIOD TO BE THAT
WHICH EXPRESSES AS A PERCENTAGE RATE PER ANNUM THE COST TO SUCH LENDER OF
FUNDING FROM WHATEVER SOURCES IT MAY REASONABLY SELECT ITS PORTION OF SUCH
INITIAL LOAN DURING SUCH INTEREST PERIOD; AND
(III)
THE ASSOCIATED COSTS RATE, IF ANY, APPLICABLE
TO SUCH LENDER'S PARTICIPATION IN THE RELEVANT INITIAL LOAN.
10.3
ALTERNATIVE RATE
If Clause 10.1 (Market Disruption) applies and the Facility Agent or the
Borrower so requires, the Facility Agent and the Borrower shall enter into
negotiations with a view to agreeing an alternative basis:
(A)
FOR DETERMINING THE RATE OF INTEREST FROM
TIME TO TIME APPLICABLE TO SUCH INITIAL LOANS; AND/OR
(B)
UPON WHICH SUCH INITIAL LOANS MAY BE
MAINTAINED THEREAFTER,
and any such alternative basis that is agreed shall