AS SUCH
EVENT OF DEFAULT IS CONTINUING AND WHEN SUCH EVENT OF DEFAULT CEASES TO BE
CONTINUING IT SHALL REVERT:
(I)
IN THE CASE OF AN EVENT OF DEFAULT SET OUT IN PARAGRAPH (C) OF
CLAUSE 27.2 (COVENANTS), UPON THE DATE ON WHICH THE FACILITY AGENT HAS RECEIVED
A COMPLIANCE CERTIFICATE CONFIRMING COMPLIANCE WITH THE FINANCIAL COVENANTS SET
OUT IN CLAUSE 23 (FINANCIAL CONDITION); OR
(II)
IN THE CASE OF ANY OTHER EVENT OF DEFAULT EITHER (A) UPON THE DATE
ON WHICH THE FACILITY AGENT HAS RECEIVED A CERTIFICATE OF A DULY AUTHORISED
OFFICER OF THE COMPANY CERTIFYING THAT SUCH EVENT OF DEFAULT HAS BEEN REMEDIED,
IN WHICH CASE, IMMEDIATELY UPON RECEIPT OF SUCH CERTIFICATE OR (B) WHERE THE
LENDERS HAVE WAIVED SUCH EVENT OF DEFAULT IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT, IMMEDIATELY UPON THE FACILITY AGENT HAVING CONFIRMED TO THE COMPANY
THAT SUCH EVENT OF DEFAULT HAS BEEN WAIVED,
in each case, to the applicable rate provided in paragraph (a) above by
reference to:
(D)
IN THE CASE OF AN EVENT OF DEFAULT OF THE TYPE REFERRED TO IN
PARAGRAPH (C)(I) ABOVE, THE RATIO OF CONSOLIDATED NET DEBT TO CONSOLIDATED
OPERATING CASHFLOW SET OUT IN THE COMPLIANCE CERTIFICATE REFERRED TO THEREIN; OR
90
(E)
IN THE CASE OF ANY OTHER EVENT OF DEFAULT, THE RATIO OF CONSOLIDATED
NET DEBT TO CONSOLIDATED OPERATING CASHFLOW SET OUT IN THE COMPLIANCE
CERTIFICATE MOST RECENTLY DELIVERED TO THE FACILITY AGENT PRIOR TO THE REMEDY OR
WAIVER OF SUCH EVENT OF DEFAULT.
14.
INTEREST ON TERM FACILITY ADVANCES
14.1
INTEREST PERIODS FOR TERM FACILITY ADVANCES
The period for which a Term Facility Advance is outstanding shall be divided
into successive periods (each an "Interest Period") each of which (other than
the first) shall start on the last day of the preceding such period.
14.2
DURATION
The duration of each Interest Period shall, save as otherwise provided in this
Agreement, be 1, 2, 3 or 6 months in respect of each Term Facility other than
the B Facility and, in respect of the B Facility, 2, 3 or 6 months, or, in each
case, such other period of up to 12 months as all the Lenders holding
Commitments (in the case of the first Interest Period for a Term Facility
Advance, and thereafter, Outstandings) under the relevant Facility may agree, in
each case, as the relevant Borrower may select by no later than 2:00 p.m. on the
date falling 3 Business Days before the first day of the relevant Interest
Period, provided that:
(A)
IF SUCH BORROWER FAILS TO GIVE SUCH NOTICE OF SELECTION IN RELATION
TO AN INTEREST PERIOD, THE DURATION OF THAT INTEREST PERIOD SHALL, SUBJECT TO
THE OTHER PROVISIONS OF THIS CLAUSE 14, BE 3 MONTHS; AND
(B)
ANY INTEREST PERIOD THAT WOULD OTHERWISE END DURING THE MONTH
PRECEDING OR EXTEND BEYOND A REPAYMENT DATE RELATING TO THE TERM FACILITY
OUTSTANDINGS SHALL BE OF SUCH DURATION THAT IT SHALL END ON THAT REPAYMENT DATE
IF NECESSARY TO ENSURE THAT