OF THE FACILITY NOTIFY THE
ADMINISTRATIVE AGENT THAT EURIBOR OR LIBOR FOR ANY INTEREST PERIOD WILL NOT
ADEQUATELY REFLECT THE COST TO SUCH LENDERS OF MAKING, FUNDING OR MAINTAINING
THEIR RESPECTIVE ADVANCES FOR SUCH INTEREST PERIOD (EACH, A "MARKET DISRUPTION
EVENT") THEN THE RATE OF INTEREST ON EACH LENDER'S SHARE OF THAT ADVANCE FOR THE
INTEREST PERIOD SHALL BE THE RATE PER ANNUM WHICH IS THE SUM OF (X) THE
APPLICABLE INTEREST RATE MARGIN PLUS (Y) THE RATE NOTIFIED TO THE ADMINISTRATIVE
AGENT AND THE BORROWER BY THAT LENDER IN A CERTIFICATE (WHICH SETS OUT THE
DETAILS OF THE COMPUTATION OF THE RELEVANT RATE AND SHALL BE PRIMA FACIE
NON-BINDING EVIDENCE OF THE SAME) AS SOON AS PRACTICABLE AND IN ANY EVENT BEFORE
INTEREST IS DUE TO BE PAID IN RESPECT OF THAT INTEREST PERIOD, TO BE THAT WHICH
EXPRESSES AS A PERCENTAGE RATE PER ANNUM THE COST TO THAT LENDER OF FUNDING ITS
PARTICIPATION IN THAT ADVANCE FROM WHATEVER SOURCE IT MAY REASONABLY SELECT
PLUS
(Z) MANDATORY COST, IF ANY, APPLICABLE TO THAT LENDER'S PARTICIPATION IN
THE ADVANCE.
(D)
IF A MARKET DISRUPTION EVENT OCCURS AND
THE ADMINISTRATIVE AGENT OR THE BORROWER SO REQUIRES:
(I)
THE ADMINISTRATIVE AGENT AND THE BORROWER SHALL ENTER INTO
NEGOTIATIONS (FOR A PERIOD OF NOT MORE THAN THIRTY DAYS) WITH A VIEW TO AGREEING
ON A SUBSTITUTE BASIS FOR DETERMINING THE INTEREST RATE; AND
(II)
ANY ALTERNATIVE BASIS AGREED UPON PURSUANT TO CLAUSE (I) ABOVE
SHALL, WITH THE PRIOR CONSENT OF ALL THE LENDERS AND THE BORROWER, BE BINDING ON
ALL SUCH PARTIES HERETO.
2.7.
Termination or Reduction of the Commitments.
(a) On the Availability Date, after giving effect to any Borrowings made on or
before such date, and from time to time thereafter upon each repayment or
prepayment of the Advances, the aggregate Commitments of the Lenders shall be
automatically and permanently reduced, on a pro rata basis, by an amount equal
to the amount by which the aggregate Commitments immediately prior to such
reduction exceed the aggregate unpaid principal amount of the Advances then
outstanding.
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(B)
THE BORROWER MAY, UPON AT LEAST THREE BUSINESS DAYS' NOTICE TO THE
ADMINISTRATIVE AGENT, TERMINATE IN WHOLE OR REDUCE IN PART THE UNUSED PORTIONS
OF THE COMMITMENT; PROVIDED, HOWEVER, THAT EACH PARTIAL REDUCTION THEREOF SHALL
BE IN AN AGGREGATE AMOUNT OF AT LEAST €20,000,000.
2.8.
Prepayments of Advances.
(a)
Mandatory
Prepayments.
If, on the date of a redenomination of Advances made pursuant to
Section 2.16, after giving effect to such redenomination the Administrative
Agent notifies the Borrower that the aggregate principal amount of the Advances
exceeds the aggregate amount of the Lenders' Commitments on such date, the
Borrower shall on such date prepay an amount of Advances equal to the amount of
such excess.
(B)
OPTIONAL PREPAYMENTS.
THE BORROWER
MAY, UPON AT LEAST THREE BUSINESS DAYS' NOTICE TO THE ADMINISTRATIVE AGENT
STATING THE PROPOSED DATE AND AGGREGATE PRINCIPAL AMOUNT OF THE PREPAYMENT, AND
IF SUCH NOTICE IS GIVEN THE BORROWER SHALL, PREPAY THE OUTSTANDING