Common use of Cost of funds Clause in Contracts

Cost of funds. (a) If this clause 10.3 (Cost of funds) applies to a Revolving Credit Facility Loan for an Interest Period, clause 8.1 (Calculation of interest) shall not apply to that Revolving Credit Facility Loan for that Interest Period and the rate of interest on each Lender's share of that Revolving Credit Facility Loan for that Interest Period shall be the percentage rate per annum which is the sum of: (i) the applicable Margin; (ii) the rate notified to the Agent by that Lxxxxx as soon as practicable and in any event by the Reporting Time, to be that which expresses as a percentage rate per annum the cost to the relevant Lender of funding its participation in that Revolving Credit Facility Loan from whatever source it may reasonably select. (b) If this clause 10.3 (Cost of funds) applies and the Agent or the Borrower so require and provided that no amendment or waiver has been made during the relevant Interest Period pursuant to clause 41.5 (Changes to reference rates), the 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. (c) Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all of the Lenders and the Borrower, be binding on all Parties. (d) If this clause 10.3 (Cost of funds) applies pursuant to clause 10.2 (Market disruption) and: (i) a Lender's Funding Rate is less than the relevant Market Disruption Rate; or (ii) a Lender does not supply a quotation by the Reporting Time, the cost to that Lender of funding its participation in a Revolving Credit Facility Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be the Market Disruption Rate for that Revolving Credit Facility Loan.

Cost of funds. (a) 5.5.1 If this clause 10.3 Clause 5.5 (Cost of funds) applies to a Revolving Credit Facility Term Rate Loan for an Interest Period, clause 8.1 Clause 4.1 (Calculation of interestinterest – Term Rate Loans) shall not apply to that Revolving Credit Facility Term Rate Loan for that Interest Period and the rate of interest on each Lender's share of that Revolving Credit Facility the Term Rate Loan for that the relevant Interest Period shall be the percentage rate per annum which is the sum of: (ia) the applicable Margin;; and (iib) the rate notified by the Lender to the Agent by that Lxxxxx Borrowers 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 its cost of funds relating to that Term Rate Loan or that part of that Term Rate Loan. 5.5.2 If this Clause 5.5 (Cost of funds) applies to a Compounded Rate Loan for an Interest Period, Clause 4.2 (Calculation of interest – Compounded Rate Loans) shall not apply to that Compounded Rate Loan for that Interest Period and the rate of interest on the Compounded Rate Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of: (a) the Margin; and (b) the rate notified by the Lender to the Borrowers as soon as practicable and in any event in relation to a Compounded Rate Loan, by the Reporting TimeTime for that Compounded Rate Loan, to be that which expresses as a percentage rate per annum the its cost of funds relating to the relevant Lender of funding its participation in that Revolving Credit Facility Loan from whatever source it may reasonably selectCompounded Rate Loan. (b) 5.5.3 If this clause 10.3 Clause 5.5 (Cost of funds) applies and the Agent Lender or the Borrower Borrowers so require and provided that no amendment or waiver has been made during the relevant Interest Period pursuant to clause 41.5 (Changes to reference rates)require, the Agent Lender and the Borrower Borrowers shall enter into negotiations (for a period of not more than thirty (30) 30 days) with a view to agreeing a substitute basis for determining the rate of interestinterest or (as the case may be) an alternative basis for funding. 5.5.4 Subject to Clause 17.1 (c) Any Changes to reference rates), any substitute or alternative basis agreed pursuant to paragraph (b) Paragraphs 5.5.1 and 5.5.1 above shall, with the prior consent of all of the Lenders and the Borrower, be binding on all Parties. (d5.5.5 If paragraph5.5.6 below does not apply and any rate notified to the Lender under paragraph(b) of Clause 5.5.1 and under paragraph(b) of Clause 5.5.2 above is less than zero, the relevant rate shall be deemed to be zero. 5.5.6 If this clause 10.3 Clause 5.5 (Cost of funds) applies pursuant to clause 10.2 Clause 5.4 (Market disruptionDisruption) and: (ia) a Lender's the Funding Rate is less than the relevant Market Disruption Rate; or (iib) a the Lender does not supply notify a quotation rate to the Borrowers by the Reporting Timetime specified in paragraph (b) of Clause 5.5.1 and paragraph(b) of Clause 5.5.2 above, that cost of funds relating to the cost to that Lender Loan or the relevant part of funding its participation in a Revolving Credit Facility the Loan for that Interest Period shall be deemed, for the purposes of paragraph (ab) of Clause 5.5.1 and paragraph(b) of Clause 5.5.2 above, to be the relevant Market Disruption Rate for the Loan or that Revolving Credit Facility part of the Loan. 5.5.7 If this Clause 5.5 (Cost of funds) applies, the Lender shall, as soon as practicable, notify the Borrowers.

Cost of funds. (a) If this clause 10.3 (Cost of funds) applies to a Revolving Credit Facility Loan for an Interest PeriodClause 16.3 applies, clause 8.1 (Calculation of interest) shall not apply to that Revolving Credit Facility Loan for that Interest Period and the rate of interest on each Lender's share of that Revolving Credit Facility the relevant Loan for that the relevant Interest Period shall be the percentage rate per annum which is the sum of: (i) the applicable Margin;; and (ii) the rate weighted average of the rates notified to the Agent by that Lxxxxx each Lender as soon as practicable and in any event by close of business on the Reporting Timedate falling two Business Days after the Quotation Day (or, if earlier, on the date falling two Business Days before the date on which 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 the relevant Lender of funding its participation in that Revolving Credit Facility Loan from whatever source it may reasonably select. (b) If this clause 10.3 (Cost of funds) Clause 16.3 applies and the Agent or the Borrower Company so require and provided that no amendment or waiver has been made during the relevant Interest Period pursuant to clause 41.5 (Changes to reference rates)requires, the Agent and the Borrower Company shall enter into negotiations (for a period of not more than thirty (30) 30 days) with a view to agreeing a substitute basis for determining the rate of interest. (c) Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all of the Lenders (other than any Defaulting Lenders) and the BorrowerCompany, be binding on all Parties. (d) If this clause 10.3 (Cost of funds) Clause 16.3 applies pursuant to clause 10.2 Clause 16.2 (Market disruption) and: (iA) a Lender's ’s Funding Rate is less than the relevant Market Disruption Rate; or (iiB) a Lender does not supply a quotation by the Reporting Timetime specified in paragraph (a)(ii) above, the cost ​ that Lendex’x xxst of funds relating to that Lender of funding its participation in a Revolving Credit Facility that Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be the Market Disruption Rate for that Revolving Credit Facility Loan. (e) Subject to paragraph (d) above, if this Clause 16.3 applies but any Lender does not supply a quotation by the time specified in paragraph (a)(ii) above the rate of interest shall be calculated on the basis of the quotations of the remaining Lenders. (f) If this Clause 16.3 applies the Agent shall, as soon as is practicable, notify the Company.

Cost of funds. (aA) If this clause 10.3 (Cost of funds) applies to a Revolving Credit Facility Loan for an Interest PeriodClause 11.3 applies, clause 8.1 (Calculation of interest) shall not apply to that Revolving Credit Facility Loan for that Interest Period and the rate of interest on each Lender's share of that Revolving Credit Facility the relevant Loan for that the relevant Interest Period shall be the percentage rate per annum which is the sum of: (i) the applicable Margin;; and (ii) the rate weighted average of the rates notified to the Facility Agent by that Lxxxxx each Lender as soon as practicable and in any event by within two (2) Business Days of the Reporting Timefirst day of that Interest Period (or, if earlier, on the date falling five (5) Business Days before the date on which interest is due to be paid in respect of that Interest Period), to be that which expresses as a percentage rate per annum the its cost of funds relating to the relevant Lender of funding its participation in that Revolving Credit Facility Loan from whatever source it may reasonably selectLoan. (bB) If this clause 10.3 (Cost of funds) Clause 11.3 applies and the Facility Agent or the Borrower so require and provided that no amendment or waiver has been made during the relevant Interest Period pursuant to clause 41.5 (Changes to reference rates)requires, the Facility 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. (cC) Any alternative basis agreed pursuant to paragraph (bB) above shall, with the prior consent of all of the Lenders and the Borrower, be binding on all Parties. (dD) If this clause 10.3 (Cost of funds) Clause 11.3 applies pursuant to clause 10.2 Clause 11.2 (Market disruption) and: (i) a Lender's Funding Rate is less than the relevant Market Disruption Rate; or (ii) a Lender does not supply notify a quotation rate to the Facility Agent by the Reporting Timetime specified in paragraph (A)(ii) above, the that Xxxxxx’s cost of funds relating to that Lender of funding its participation in a Revolving Credit Facility that Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be the Market Disruption Rate for that Revolving Credit Rate. (E) Subject to paragraph (D) above, if this Clause 11.3 applies but any Lender does not notify a rate to the Facility LoanAgent by the time specified in paragraph (A)(ii) above the rate of interest shall be calculated on the basis of the quotations of the remaining Lenders.

Cost of funds. (a) If this clause 10.3 (Cost of funds) Clause 7.10 applies to a Revolving Credit Facility Loan for an any Interest Period, clause 8.1 (Calculation then: 7.10.1 the Agent shall give notice to the Lenders and the Borrowers of interest) shall not apply to that Revolving Credit Facility Loan for that Interest Period and the occurrence of such event; and 7.10.2 the rate of interest on each the relevant Lender's share of that Revolving Credit Facility Loan Commitment for that Interest Period shall be the percentage rate per annum which is the sum of: (ia) the applicable Margin;; and (iib) the rate notified to the Agent by that Lxxxxx as soon as practicable practicable, and in any event by the Reporting Timebefore interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the that Lender's cost to of funds relating its Commitment in the relevant Lender of funding its participation in that Revolving Credit Facility Loan from whatever source it may reasonably selectTranche. (b) 7.10.3 If this clause 10.3 Clause 7.10 (Cost of funds) applies and the Agent or the Borrower Borrowers so require and provided that no amendment or waiver has been made during the relevant Interest Period pursuant to clause 41.5 (Changes to reference rates)require, the Agent and the Borrower Borrowers 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. (c) 7.10.4 Any substitute or alternative basis agreed pursuant to paragraph (b) Clause 7.10.3 above shall, with the prior consent of all of the Lenders and the BorrowerBorrowers, be binding on all Parties. 7.11 Changes to reference rates 7.11.1 If Published Rate Replacement Event has occurred in relation to any Published Rate, any amendment or waiver which relates to: (da) If this clause 10.3 providing for the use of a Replacement Reference Rate in place of that Published Rate; and (Cost b) any or all of funds) applies pursuant to clause 10.2 (Market disruption) andthe following: (i) aligning any provision of any Finance Document to the use of that Replacement Reference Rate; (ii) enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Agreement); (iii) implementing market conventions applicable to that Replacement Reference Rate; (iv) providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or (v) adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a Lender's Funding result of the application of that Replacement Reference Rate (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made with the consent of the Agent (acting on the instructions of the Majority Lenders) and the Borrowers. 7.11.2 In this Clause 7.11: " " means SOFR or the Term SOFR for any Quoted Tenor. " Rate Replacement Event " means, in relation to a Published Rate: (a) the methodology, formula or other means of determining that Published Rate has, in the opinion of the Majority Lenders, materially changed; or (i) either (A) the administrator of that Published Rate or its supervisor publicly announces that such administrator is insolvent; or (B) information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Published Rate is less than insolvent, provided that, in each case, at that time, there is no successor administrator to continue to provide that Published Rate; (ii) the relevant Market Disruption administrator of that Published Rate publicly announces that it has ceased or will cease to provide that Published Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Published Rate; (iii) the the administrator of that Published Rate publicly announces that such Published Rate has been or will be permanently or indefinitely discontinued; or (iv) the administrator of that Published Rate or its supervisor announces that that Published Rate may no longer be used; or (c) the administrator of that Published Rate (or the administrator of an interest rate which is a constituent element of that Published Rate) determines that that Published Rate should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either: (i) the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Majority Lenders) temporary; or (ii) that Published Rate is calculated in accordance with any such policy or arrangement for a Lender does not supply a quotation by the Reporting Time, the cost to that Lender period of funding its participation in a Revolving Credit Facility Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be the Market Disruption Rate for that Revolving Credit Facility Loan.no less than 15 Business Days; or

Cost of funds. (a) If this clause 10.3 (Cost of funds) Clause 11.4 applies to a Revolving Credit Facility Loan for an Interest Period, clause 8.1 Period neither Clause 9.1 (Calculation of interestinterest – Term Rate Loans) nor Clause 9.2 (Calculation of interest – Compounded Rate Loans) shall not apply to that Revolving Credit Facility Loan for that Interest Period and the rate of interest on each Lender's share of ’s participation in that Revolving Credit Facility Loan for that Interest Period shall be the percentage rate per annum which is the sum of: (i) the applicable Margin;; and (ii) the rate notified to the Agent by that Lxxxxx Lender as soon as practicable and in any event event: (A) in relation to a Term Rate Loan, not later than five Business Days before interest is due to be paid in respect of that Interest Period (or such later date as may be agreed by the Agent and the Borrower); or (B) in relation to a Compounded Rate Loan, by the Reporting TimeTime for that Loan, to be that which expresses as a percentage rate per annum the its cost of funds relating to the relevant Lender of funding its participation in that Revolving Credit Facility Loan from whatever source it may reasonably selectLoan. The Agent shall notify the Borrower of the determination of a rate of interest under this paragraph (a), which shall be subject to any alternative rate agreed pursuant to Clause 11.5 (Alternative basis of interest or funding). (b) If this clause 10.3 (Cost of funds) applies and the Agent or Each Lender shall, as soon as practicable after a notice is given to the Borrower so require and provided that no amendment or waiver has been made during the relevant Interest Period pursuant to clause 41.5 paragraph (Changes a) above, provide a certificate to reference rates), the Agent and the Borrower shall enter into negotiations Borrower, confirming the amount and the basis of calculation (for a period in reasonable detail) of not more than thirty (30) days) with a view to agreeing a substitute basis for determining the rate notified by that Lender under paragraph (a)(ii) above, provided that such Lender shall not be required to disclose any confidential information relating to the organisation of interestits affairs. (c) Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all of the Lenders and the Borrower, be binding on all Parties. (d) If this clause 10.3 (Cost of funds) Clause 11.4 applies pursuant to clause 10.2 Clause 11.3 (Market disruption) and: (i) in relation to a Lender's Funding Term Rate is Loan, if the percentage rate per annum notified by a Lender pursuant to paragraph (a)(ii) above shall be less than the relevant Market Disruption Rate; or (ii) SWAP Rate or if a Lender does not supply a quotation by shall fail to notify the Reporting TimeAgent of any such percentage rate per annum, the that Lender’s cost of funds relating to that Lender of funding its participation in a Revolving Credit Facility the relevant Loan for that the relevant Interest Period shall be deemed, for the purposes of paragraph (a) above, to be the Market Disruption SWAP Rate; or (ii) in relation to a Compounded Rate Loan if the percentage rate per annum notified by a Lender pursuant to paragraph (a)(ii) above shall be less than the Compounded Reference Rate or if a Lender shall fail to notify the Agent of any such percentage rate per annum, that Lender’s cost of funds relating to its participation in the relevant Loan for that Revolving Credit Facility Loanthe relevant Interest Period shall be deemed, for the purposes of paragraph (a) above, to be the Compounded Reference Rate.

Cost of funds. (a) 10.2.1 If this clause 10.3 (Cost of funds) 10.2 applies to a Revolving Credit Facility Loan for an Interest Period, clause 8.1 (Calculation of interest) shall not apply to that Revolving Credit Facility Loan for that Interest Period and the rate of interest on each Lender's share of that Revolving Credit Facility the relevant Loan for that the relevant Interest Period shall be the percentage rate per annum which is the sum of: (ia) the applicable Margin;; and (iib) the rate notified to the Agent by that Lxxxxx Xxxxxx as soon as practicable and in any event by the Reporting TimeTime for that Loan, to be that which expresses as a percentage rate per annum the its cost of funds relating to the relevant Lender of funding its participation in that Revolving Credit Facility Loan from whatever source it may reasonably selectselect (and, if that rate is less than zero, such rate shall be deemed to be zero). (b) 10.2.2 If this clause 10.3 (Cost of funds) 10.2 applies and the Agent or the Borrower so require and provided that no amendment or waiver has been made during the relevant Interest Period pursuant to clause 41.5 (Changes to reference rates)requires, the Agent and the Borrower shall enter into negotiations (for a period of not more than thirty (30) 30 days) with a view to agreeing a substitute basis for determining the rate of interest. (c) 10.2.3 Any alternative basis agreed pursuant to paragraph (b) above clause 10.2.2 shall, with the prior consent of all of the Lenders and the Borrower, be binding on all Parties. (d) 10.2.4 If this clause 10.3 (Cost of funds) 10.2 applies pursuant to clause 10.2 10.1 (Market disruption) and: (ia) a Lender's Funding Rate is less than the relevant Market Disruption Rate; or (iib) a Lender does not supply notify a quotation rate to the Agent by the Reporting TimeTime for that Loan, the cost to that Lender of funding its participation in a Revolving Credit Facility that Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above10.2.1, to be the Market Disruption Rate for that Revolving Credit Facility Loan. 10.2.5 If this clause 10.2 applies the Agent shall, as soon as is practicable, notify the Borrower.

Cost of funds. (a) If this clause Clause 10.3 (Cost of funds) applies to a Revolving Credit Facility the Loan or part of the Loan for an Interest Period, clause Clause 8.1 (Calculation of interest) shall not apply to the Loan or that Revolving Credit Facility part of the Loan for that Interest Period and the rate of interest on each Lender's share the Loan or that part of that Revolving Credit Facility the Loan for that Interest Period shall be the percentage rate per annum which is the sum of: (i) the applicable Margin;; and (ii) the rate weighted average of the rates notified to the Facility Agent by that Lxxxxx each Lender as soon as practicable and in any event by the Reporting Time, Time for the Loan or that part of the Loan to be that which expresses as a percentage rate per annum the its cost of funds relating to the relevant Lender of funding its participation in the Loan or that Revolving Credit Facility Loan from whatever source it may reasonably selectpart of the Loan. (b) If this clause Clause 10.3 (Cost of funds) applies and the Facility Agent or the Borrower Borrowers so require and provided that no amendment or waiver has been made during the relevant Interest Period pursuant to clause 41.5 (Changes to reference rates)require, the Facility Agent and the Borrower Borrowers shall enter into negotiations (for a period of not more than thirty (30) 30 days) with a view to agreeing a substitute basis for determining the rate of interestinterest or (as the case may be) an alternative basis for funding. (c) Any Subject to Clause 43.4 (Changes to reference rates), any substitute or alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all of the Lenders and the BorrowerBorrowers, be binding on all Parties. (d) If paragraph (e) below does not apply and any rate notified to the Facility Agent under sub-paragraph (ii) of paragraph (a) above is less than zero, the relevant rate shall be deemed to be zero. (e) If this clause Clause 10.3 (Cost of funds) applies pursuant to clause Clause 10.2 (Market disruption) and: (i) and a Lender's ’s Funding Rate is less than the relevant Market Disruption Rate; or (ii) a Lender does not supply a quotation by the Reporting Time, the Rate that Lender’s cost of funds relating to that Lender of funding its participation in a Revolving Credit Facility the Loan or the relevant part of the Loan for that Interest Period shall be deemed, for the purposes of sub-paragraph (ii) of paragraph (a) above, to be the Market Disruption Rate for the Loan or that Revolving Credit Facility part of the Loan. (f) If this Clause 10.3 (Cost of funds) applies but any Lender does not supply a quotation by the time specified in sub-paragraph (ii) of paragraph (a) above, the rate of interest shall be calculated on the basis of the rates notified by the remaining Lenders. (g) If this Clause 10.3 (Cost of funds) applies, the Facility Agent shall, as soon as is practicable, notify the Borrowers.

Cost of funds. (a) If this clause 10.3 Clause 10.2 (Cost of funds) applies to a Revolving Credit Facility the Loan or part of the Loan for an Interest Period, clause Clause 8.1 (Calculation of interest) shall not apply to the Loan or that Revolving Credit Facility part of the Loan for that Interest Period and the rate of interest on each Lender's ’s share of the Loan or that Revolving Credit Facility part of the Loan for that Interest Period shall be the percentage rate per annum which is the sum of: (i) the applicable Margin;; and (ii) the rate weighted average of the rates notified to the Facility Agent by that Lxxxxx each Lender, as soon as practicable and in any event by the Reporting Time, Time for the Loan or that part of the Loan to be that which expresses as a percentage rate per annum the its cost of funds relating to the relevant Lender of funding its participation in the Loan or that Revolving Credit Facility Loan from whatever source it may reasonably selectpart of the Loan. (b) If this clause 10.3 Clause 10.2 (Cost of funds) applies and the Facility Agent or the Borrower Borrowers so require and provided that no amendment or waiver has been made during the relevant Interest Period pursuant to clause 41.5 (Changes to reference rates)require, the Facility Agent and the Borrower Borrowers shall enter into negotiations (for a period of not more than thirty (30) 30 days) with a view to agreeing a substitute basis for determining the rate of interestinterest or (as the case may be) an alternative basis for funding. (c) Any Subject to Clause 45.4 (Changes to reference rates), any substitute or alternative basis agreed pursuant to paragraph (bii) above shall, with the prior consent of all of the Lenders and the BorrowerBorrowers, be binding on all Parties. (d) If paragraph (e) below does not apply and any rate notified to the Facility Agent under sub-paragraph (ii) of paragraph (a) above is less than zero, the relevant rate shall be deemed to be zero. (e) If this clause 10.3 Clause 10.2 (Cost of funds) applies pursuant to clause 10.2 Clause 10.1 (Market disruption) and: (i) a Lender's ’s Funding Rate is less than the relevant Relevant Market Disruption Rate; or (ii) a Lender does not supply notify a quotation rate to the Facility Agent by the Reporting Timetime specified in sub-paragraph (ii) of paragraph (a) above, the that Xxxxxx’s cost of funds relating to that Lender of funding its participation in a Revolving Credit Facility the Loan or the relevant part of the Loan for that Interest Period shall be deemed, for the purposes of sub-paragraph (ii) of paragraph (a) above, to be the Market Disruption Rate for the Loan or that Revolving Credit Facility part of the Loan. (f) If this Clause 10.2 (Cost of Funds) applies, the Facility Agent shall, as soon as practicable, notify the Borrowers.

Cost of funds. (a) If this clause 10.3 (Cost of funds) Clause 15.4 applies to a Revolving Credit Facility Loan for an Interest Period, clause 8.1 Period neither Clause 13.1 (Calculation of interestinterest — Term Rate Loans) nor Clause 13.2 (Calculation of interest —Compounded Rate Loans) shall not apply to that Revolving Credit Facility Loan for that Interest Period and the rate of interest on each Lender's ’s share of that Revolving Credit Facility Loan for that Interest Period shall be the percentage rate per annum which is the sum of: (i) the applicable Margin;; and (ii) the rate weighted average of the rates notified to the Agent by that Lxxxxx the Lenders as soon as practicable and in any event by the Reporting TimeTime for that Loan, to be that which expresses as a percentage rate per annum the its cost of funds relating to the relevant Lender of funding its participation in that Revolving Credit Facility Loan from whatever source it may reasonably selectLoan. (b) If this clause 10.3 (Cost of funds) Clause 15.4 applies and the Agent or the Borrower Company so require and provided that no amendment or waiver has been made during the relevant Interest Period pursuant to clause 41.5 (Changes to reference rates)requires, the Agent and the Borrower Company shall enter into negotiations (for a period of not more than thirty (30) 30 days) with a view to agreeing a substitute basis for determining the rate of interest. (c) Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all of the Lenders and the BorrowerCompany, be binding on all Parties. (d) If this clause 10.3 (Cost of funds) Clause 15.4 applies pursuant to clause 10.2 Clause 15.3 (Market disruption) and: (i) a Lender's ’s Funding Rate is less than the relevant Market Disruption Rate; or (ii) a Lender does not supply notify a quotation rate to the Agent by the relevant Reporting Time, the , (e) that Xxxxxx’s cost of funds relating to that Lender of funding its participation in a Revolving Credit Facility that Loan for that Interest Period shall be deemed, for the purposes of paragraph (a) above, to be the Market Disruption Rate for that Revolving Credit Facility Loan.

Cost of funds. (aA) If this clause 10.3 (Cost of funds) Clause 16.4 applies to a Revolving Credit Facility Loan for an Interest Period, clause 8.1 Period neither Clause 16.1 (Calculation of interest—Term Rate Loans) nor Clause 16.2 (Calculation of interest—Compounded Rate Loans) shall not apply to that Revolving Credit Facility Loan for that Interest Period and the rate of interest on each Lender's share of that Revolving Credit Facility Loan for that Interest Period shall be the percentage rate per annum which is the sum of: (i1) the applicable Margin;; and (ii2) the rate weighted average of the rates notified to the Agent by that Lxxxxx each Lender as soon as practicable and in any event by the Reporting TimeTime for that Loan, to be that which expresses as a percentage rate per annum the its cost of funds relating to the relevant Lender of funding its participation in that Revolving Credit Facility Loan from whatever source it may reasonably selectLoan. (bB) If this clause 10.3 (Cost of funds) Clause 16.4 applies and the Agent or the Borrower Company so require and provided that no amendment or waiver has been made during the relevant Interest Period pursuant to clause 41.5 (Changes to reference rates)requires, the Agent and the Borrower Company 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. (cC) Any alternative basis agreed pursuant to paragraph (bB) above shall, with the prior consent of all of the Lenders and the BorrowerCompany, be binding on all Parties. (dD) If this clause 10.3 (Cost of funds) Clause 16.4 applies pursuant to clause 10.2 Clause 16.3 (Market disruption) and: (i1) a Lender's ’s Funding Rate is less than the relevant Market Disruption Rate; or (ii2) a Lender does not supply notify a quotation rate to the Agent by the relevant Reporting Time, the that Xxxxxx’s cost of funds relating to that Lender of funding its participation in a Revolving Credit Facility that Loan for that Interest Period shall be deemed, for the purposes of paragraph (aA) above, to be the Market Disruption Rate for that Revolving Credit Facility Loan. (E) Subject to paragraph (D) above, if this Clause 16.4 applies but any Lender does not notify a rate to the Agent by the Reporting Time for the relevant Loan, the rate of interest shall be calculated on the basis of the rates notified by the remaining Lenders.

Cost of funds. (a) If this clause 10.3 (Cost of funds) applies a Market Disruption Event occurs in relation to a Revolving Credit Facility Loan for an any Interest Period, clause 8.1 (Calculation of interest) shall not apply to that Revolving Credit Facility Loan for that Interest Period and then the rate of interest on each Lender's ’s share of that Revolving Credit Facility Loan for that the relevant Interest Period shall be the percentage rate per annum which is the sum of: (i) the applicable Margin;; and (ii) the rate notified to the Facility Agent by that Lxxxxx Lender as soon as practicable and in any event by within one Business Day of the Reporting Timefirst day of that Interest Period (or, if earlier, on the date falling five Business Days before the date on which 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 the relevant that Lender of funding its participation in that Revolving Credit Facility Loan from whatever source it may reasonably select. (b) If this clause 10.3 (Cost of funds) applies a Market Disruption Event occurs and the Facility Agent or the Borrower Company so require and provided that no amendment or waiver has been made during the relevant Interest Period pursuant to clause 41.5 (Changes to reference rates)requires, the Facility Agent and the Borrower Company shall enter into negotiations (for a period of not more than thirty (30) 30 days) with a view to agreeing a substitute basis for determining the rate of interest. (c) Any alternative basis agreed pursuant to paragraph (ba) above shall, with the prior consent of all of the Lenders and the BorrowerCompany, be binding on all Parties. (d) If this clause 10.3 (Cost of funds) Clause 14.4 applies pursuant to clause 10.2 Clause 14.3 (Market disruption) Disruption): and: (i) a Lender's ’s Funding Rate is less than the relevant Market Disruption RateLIBOR or EURIBOR; or (ii) a Lender does not supply a quotation by the Reporting Timetime specified in paragraph (a)(ii) above, the cost to that Lender of funding its participation in a Revolving Credit Facility that Loan for that Interest Period shall be deemed, for the purposes purpose of paragraph (a) above, to be LIBOR or EURIBOR. (e) If this Clause 14.4 applies pursuant to Clause 14.1 (Unavailability of Screen Rate) but any Lender does not supply a quotation by the Market Disruption Rate for that Revolving Credit Facility Loan.time specified in paragraph (a)(ii) above the rate of interest shall be calculated on the basis of the quotations of the remaining Lenders. 72 63529049_1