AMOUNT OF THE TERM
LOAN IMMEDIATELY BEFORE ITS DIVISION, HAVING TAKEN INTO ACCOUNT ANY REPAYMENT TO
BE MADE ON THAT DAY.
14.
CHANGES TO THE CALCULATION OF INTEREST
14.1
ABSENCE OF QUOTATIONS
Subject to Clause 14.2 (Market disruption), if EURIBOR or, if applicable, LIBOR
is to be determined by reference to the Reference Banks but a Reference Bank
does not supply a quotation by the Specified Time on the Quotation Day, the
applicable LIBOR or EURIBOR shall be determined on the basis of the quotations
of the remaining Reference Banks.
14.2
MARKET DISRUPTION
(A)
IF A MARKET DISRUPTION EVENT OCCURS IN
RELATION TO A LOAN FOR ANY INTEREST PERIOD, THEN THE RATE OF INTEREST ON EACH
LENDER'S SHARE OF THAT LOAN FOR THE INTEREST PERIOD SHALL BE THE RATE PER ANNUM
WHICH IS THE SUM OF:
55
(I)
THE MARGIN;
(II)
THE RATE NOTIFIED TO THE FACILITY AGENT BY THAT LENDER
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 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 NOT BEING AVAILABLE AND NONE OR ONLY
ONE OF THE REFERENCE BANKS SUPPLYING A RATE TO THE FACILITY AGENT TO DETERMINE
LIBOR OR, IF APPLICABLE, EURIBOR FOR THE RELEVANT CURRENCY AND INTEREST PERIOD;
OR
(II)
BEFORE CLOSE OF BUSINESS IN LONDON ON THE QUOTATION DAY
FOR THE RELEVANT INTEREST PERIOD, THE FACILITY AGENT RECEIVING NOTIFICATIONS
FROM A LENDER OR LENDERS (WHOSE PARTICIPATIONS IN A LOAN EXCEED 50 PER CENT. OF
THAT LOAN) THAT THE COST TO IT OF OBTAINING MATCHING DEPOSITS IN THE RELEVANT
INTERBANK MARKET WOULD BE IN EXCESS OF LIBOR OR, IF APPLICABLE, EURIBOR.
14.3
ALTERNATIVE BASIS OF INTEREST OR FUNDING
(A)
IF A MARKET DISRUPTION EVENT OCCURS AND
THE FACILITY AGENT OR THE COMPANY SO REQUIRES, THE FACILITY AGENT AND THE
COMPANY SHALL ENTER INTO NEGOTIATIONS (FOR A PERIOD OF NOT MORE THAN THIRTY
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
COMPANY, BE BINDING ON ALL PARTIES.
14.4
BREAK COSTS
(A)
SUBJECT TO PARAGRAPH (B) BELOW, EACH
BORROWER SHALL, WITHIN THREE 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 THAT BORROWER ON A DAY OTHER THAN THE LAST DAY OF AN
INTEREST PERIOD FOR THAT LOAN OR UNPAID SUM.
(B)
SUBJECT TO PARAGRAPH (A) ABOVE, IN ORDER
TO AVOID BREAK COSTS ARISING