(D)
"FEE TARIFFS" MEANS THE FEE TARIFFS SPECIFIED IN THE FEES RULES
UNDER THE ACTIVITY GROUP A.1 DEPOSIT ACCEPTORS (IGNORING ANY MINIMUM FEE OR ZERO
RATED FEE REQUIRED PURSUANT TO THE FEES RULES BUT TAKING INTO ACCOUNT ANY
APPLICABLE DISCOUNT RATE).
(E)
"REFERENCE LENDERS" MEANS THE LONDON BRANCH OF EACH OF JPMORGAN
CHASE BANK, N.A., THE ROYAL BANK OF SCOTLAND AND DEUTSCHE BANK AG.
(F)
"TARIFF BASE" HAS THE MEANING GIVEN TO IT IN, AND WILL BE
CALCULATED IN ACCORDANCE WITH, THE FEES RULES.
4.
IN APPLICATION OF THE ABOVE FORMULAE, A, B, C AND D WILL BE
INCLUDED IN THE FORMULAE AS PERCENTAGES (I.E. 5 PER CENT, WILL BE INCLUDED IN
THE FORMULA AS 5 AND NOT AS 0.05). A NEGATIVE RESULT OBTAINED BY SUBTRACTING D
FROM B SHALL BE TAKEN AS ZERO. THE RESULTING FIGURES SHALL BE ROUNDED TO FOUR
DECIMAL PLACES.
5.
IF REQUESTED BY THE ADMINISTRATIVE AGENT, EACH REFERENCE LENDER
SHALL, AS SOON AS PRACTICABLE AFTER PUBLICATION BY THE FINANCIAL SERVICES
AUTHORITY, SUPPLY TO THE ADMINISTRATIVE AGENT, THE RATE OF CHARGE PAYABLE BY
THAT REFERENCE LENDER TO THE FINANCIAL SERVICES AUTHORITY PURSUANT TO THE FEES
RULES IN RESPECT OF THE RELEVANT FINANCIAL YEAR OF THE FINANCIAL SERVICES
AUTHORITY (CALCULATED FOR THIS PURPOSE BY THAT REFERENCE LENDER AS BEING THE
AVERAGE OF THE FEE TARIFFS APPLICABLE TO THAT REFERENCE LENDER FOR THAT
FINANCIAL YEAR) AND EXPRESSED IN POUNDS PER £1,000,000 OF THE TARIFF BASE OF
THAT REFERENCE LENDER.
6.
EACH LENDER SHALL SUPPLY ANY INFORMATION REQUIRED BY THE
ADMINISTRATIVE AGENT FOR THE PURPOSE OF CALCULATING ITS MANDATORY COSTS RATE. IN
PARTICULAR, BUT WITHOUT LIMITATION, EACH LENDER SHALL SUPPLY THE FOLLOWING
INFORMATION ON OR PRIOR TO THE DATE ON WHICH IT BECOMES A LENDER:
3
(A)
THE JURISDICTION OF ITS OFFICE THROUGH WHICH IT PERFORMS ITS
OBLIGATIONS UNDER THE AGREEMENT; AND
(B)
ANY OTHER INFORMATION THAT THE ADMINISTRATIVE AGENT MAY REASONABLY
REQUIRE FOR SUCH PURPOSE.
Each Lender shall promptly notify the Administrative Agent of any change to the
information provided by it pursuant to this paragraph.
7.
THE PERCENTAGES OF EACH LENDER FOR THE PURPOSE OF A AND C ABOVE
AND THE RATES OF CHARGE OF EACH REFERENCE LENDER FOR THE PURPOSE OF E ABOVE
SHALL BE DETERMINED BY THE ADMINISTRATIVE AGENT BASED UPON THE INFORMATION
SUPPLIED TO IT PURSUANT TO PARAGRAPHS 5 AND 6 ABOVE AND ON THE ASSUMPTION THAT,
UNLESS A LENDER NOTIFIES THE ADMINISTRATIVE AGENT TO THE CONTRARY, EACH LENDER'S
OBLIGATIONS IN RELATION TO CASH RATIO DEPOSITS AND SPECIAL DEPOSITS ARE THE SAME
AS THOSE OF A TYPICAL BANK FROM ITS JURISDICTION OF INCORPORATION WITH A LENDING
OFFICE IN THE SAME JURISDICTION AS ITS LENDING OFFICE.
8.
THE ADMINISTRATIVE AGENT SHALL HAVE NO LIABILITY TO ANY PERSON IF
SUCH DETERMINATION RESULTS IN A MANDATORY COSTS RATE WHICH OVER OR UNDER
COMPENSATES ANY LENDER AND SHALL BE ENTITLED TO ASSUME THAT THE INFORMATION
PROVIDED BY ANY LENDER OR REFERENCE LENDER PURSUANT TO PARAGRAPHS 5 AND 6 ABOVE
IS TRUE AND CORRECT IN ALL RESPECTS.
9.