Clause 15 (Market Disruptions and Alternative
Interest Rates).
15.
MARKET DISRUPTION AND ALTERNATIVE INTEREST RATES
15.1
MARKET DISRUPTION
If, in relation to any Interest Period or Term:
(A)
EURIBOR OR LIBOR, AS THE CASE MAY BE, IS TO BE DETERMINED BY
REFERENCE TO THE REFERENCE BANKS AND, AT OR ABOUT 11.00 A.M. (BRUSSELS TIME IN
THE CASE OF EURIBOR OR LONDON TIME IN THE CASE OF LIBOR) ON THE QUOTATION DATE
FOR SUCH INTEREST PERIOD OR TERM, NONE OR ONLY ONE OF THE REFERENCE BANKS
SUPPLIES A RATE FOR THE PURPOSE OF DETERMINING EURIBOR OR LIBOR, AS THE CASE MAY
BE, FOR THE RELEVANT PERIOD; OR
(B)
BEFORE THE CLOSE OF BUSINESS IN LONDON ON THE QUOTATION DATE FOR
SUCH INTEREST PERIOD OR TERM, 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 RELEVANT
ADVANCE IS OWED (OR, IN THE CASE OF AN UNDRAWN ADVANCE, IF MADE, WOULD BE OWED)
THAT THE COST TO IT OF OBTAINING MATCHING DEPOSITS FOR THE RELEVANT ADVANCE IN
THE RELEVANT INTERBANK MARKET WOULD BE IN EXCESS OF EURIBOR OR LIBOR, AS THE
CASE MAY BE,
then the Facility Agent shall notify the Company and the Lenders of such event
and, notwithstanding anything to the contrary in this Agreement, Clause 15.2
(Substitute Interest Period or Term and Interest Rate) shall apply (if the
relevant Advance is a Term Facility Advance which is already outstanding or a
Rollover Advance).
If either paragraph (a) or (b) applies to a proposed Advance
other than a Rollover Advance, such Advance shall not be made.
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15.2
SUBSTITUTE INTEREST PERIOD OR TERM AND INTEREST RATE
(A)
IF PARAGRAPH (A) OF CLAUSE 15.1 (MARKET
DISRUPTION) APPLIES, THE DURATION OF THE RELEVANT INTEREST PERIOD OR TERM SHALL
BE 1 MONTH OR, IF LESS, SUCH THAT IT SHALL END ON THE TERMINATION DATE IN
RESPECT OF THE REVOLVING FACILITY (IN THE CASE OF A ROLLOVER ADVANCE) OR THE
NEXT SUCCEEDING REPAYMENT DATE (IN THE CASE OF A TERM FACILITY ADVANCE).
(B)
IF EITHER PARAGRAPH OF CLAUSE 15.1 (MARKET
DISRUPTION) APPLIES TO AN ADVANCE, THE RATE OF INTEREST APPLICABLE TO EACH
LENDER'S PORTION OF SUCH ADVANCE DURING THE RELEVANT INTEREST PERIOD OR TERM
SHALL (SUBJECT TO ANY AGREEMENT REACHED PURSUANT TO CLAUSE 15.3 (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 OR TERM 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
ADVANCE DURING SUCH INTEREST PERIOD OR TERM; AND
(III)
THE ASSOCIATED COSTS RATE, IF ANY, APPLICABLE
TO SUCH LENDER'S PARTICIPATION IN THE RELEVANT ADVANCE.
15.3
ALTERNATIVE RATE
If Clause 15.1 (Market Disruption) applies and the Facility Agent or the Company
so requires, the Facility Agent and