relevant Interest Period.
(B)
SUBJECT TO CLAUSE 4.5 (MAXIMUM NUMBER OF
UTILISATIONS) AND CLAUSE 5.3 (CURRENCY AND AMOUNT) IF A BORROWER (OR THE COMPANY
ON ITS BEHALF) REQUESTS IN A SELECTION NOTICE THAT A TERM LOAN BE DIVIDED INTO
TWO OR MORE TERM LOANS, THAT TERM LOAN WILL, ON THE LAST DAY OF ITS INTEREST
PERIOD, BE SO DIVIDED WITH BASE CURRENCY AMOUNTS SPECIFIED IN THAT SELECTION
NOTICE, BEING AN AGGREGATE BASE CURRENCY AMOUNT EQUAL TO THE 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
57
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:
(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