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 LOAN FROM WHATEVER SOURCE IT MAY REASONABLY SELECT; AND
(III)
THE MANDATORY COST, IF ANY, APPLICABLE TO
THAT LENDER'S PARTICIPATION IN THE LOAN.
(B)
IN THIS AGREEMENT "MARKET DISRUPTION EVENT"
MEANS:
(I)
AT OR ABOUT NOON ON THE QUOTATION DAY
FOR THE RELEVANT INTEREST PERIOD THE SCREEN RATE IS NOT AVAILABLE AND NONE OR
ONLY ONE (1) OF THE REFERENCE BANKS SUPPLIES A RATE TO THE COFACE AGENT TO
DETERMINE LIBOR FOR DOLLARS FOR THE RELEVANT INTEREST PERIOD; OR
(II)
BEFORE CLOSE OF BUSINESS IN LONDON ON THE
QUOTATION DAY FOR THE RELEVANT INTEREST PERIOD, THE COFACE AGENT RECEIVES
NOTIFICATIONS
67
FROM A LENDER OR LENDERS (WHOSE PARTICIPATIONS IN A LOAN EXCEED THIRTY PER CENT.
(30%) OF THAT LOAN) THAT THE COST TO IT OR THEM OF OBTAINING MATCHING DEPOSITS
IN THE LONDON INTERBANK MARKET WOULD BE IN EXCESS OF LIBOR.
10.3
ALTERNATIVE BASIS OF INTEREST OR FUNDING
(A)
IF A MARKET DISRUPTION EVENT OCCURS AND THE
COFACE AGENT OR THE BORROWER SO REQUIRES, THE COFACE AGENT AND THE BORROWER
SHALL ENTER INTO NEGOTIATIONS (FOR A PERIOD OF NOT MORE THAN THIRTY (30) DAYS)
WITH A VIEW TO AGREEING A SUBSTITUTE BASIS FOR DETERMINING THE RATE OF INTEREST.
(B)
ANY ALTERNATIVE BASIS AGREED PURSUANT TO
PARAGRAPH (A) ABOVE SHALL, WITH THE PRIOR CONSENT OF ALL THE LENDERS AND THE
BORROWER, BE BINDING ON ALL PARTIES.
10.4
BREAK COSTS
(A)
THE BORROWER SHALL, WITHIN THREE
(3) BUSINESS DAYS OF DEMAND BY A FINANCE PARTY, PAY TO THAT FINANCE PARTY ITS
BREAK COSTS ATTRIBUTABLE TO ALL OR ANY PART OF A LOAN OR UNPAID SUM BEING PAID
BY THE BORROWER ON A DAY OTHER THAN THE LAST DAY OF AN INTEREST PERIOD FOR THAT
LOAN OR UNPAID SUM.
(B)
EACH LENDER SHALL, AS SOON AS REASONABLY
PRACTICABLE AFTER A DEMAND BY THE AGENT, PROVIDE A CERTIFICATE CONFIRMING THE
AMOUNT OF ITS BREAK COSTS FOR ANY INTEREST PERIOD IN WHICH THEY ACCRUE.
11.
FEES
11.1
COMMITMENT FEE
(A)
THE BORROWER SHALL PAY TO THE COFACE AGENT
(FOR THE ACCOUNT OF EACH LENDER) A FEE COMPUTED AT THE RATE OF ONE POINT FIFTEEN
PER CENT. (1.15%) PER ANNUM ON THAT LENDER'S DAILY UNDRAWN AVAILABLE COMMITMENT
UNDER:
(I)
FACILITY A FOR THE AVAILABILITY PERIOD
APPLICABLE TO FACILITY A; AND
(II)
FACILITY B FOR THE AVAILABILITY PERIOD
APPLICABLE TO FACILITY B.
(B)
THE ACCRUED COMMITMENT FEE IS PAYABLE:
(I)
ON THE LAST DAY OF EACH SUCCESSIVE
PERIOD OF SIX (6) MONTHS WHICH ENDS DURING THE AVAILABILITY PERIOD;
(II)
ON THE LAST DAY OF THE AVAILABILITY
PERIOD; AND
(III)
IF CANCELLED IN FULL, ON THE CANCELLED
AMOUNT OF THE RELEVANT LENDER'S COMMITMENT AT THE TIME THE CANCELLATION IS
EFFECTIVE.
11.2
UP-FRONT FEE
(A)
THE BORROWER SHALL PAY TO THE COFACE AGENT
(FOR THE ACCOUNT OF EACH MANDATED