Common use of Market Disruption in respect of an Unfunded Loan Portion Clause in Contracts

Market Disruption in respect of an Unfunded Loan Portion. (a) In the event that the Borrower has elected to pay interest on the Loan at the Floating Rate then the provisions of paragraph (b) below shall apply in respect of any Unfunded Loan Portion. (b) If: (i) at or about noon (Paris time) on the Quotation Date for the relevant Interest Period, the Screen Rate is not available and none or only one of the Reference Banks supplies a rate to the Facility Agent to determine EURIBOR (for the purposes of paragraph (b) of such definition) for Euros for the relevant Interest Period; or (ii) before close of business in Paris, France on the Quotation Date for the relevant Interest Period, the Facility Agent receives a duly evidenced notification from one or more Lenders whose aggregate participations in the Unfunded Loan Portion exceed forty two point five per cent. (42.5%) of the Loan (excluding the participation of any Lender who is participating in the Unfunded Loan Portion by reason of its funding under the Funding Agreement having been suspended, repudiated, terminated or cancelled, in whole or in part, due to its gross negligence or wilful misconduct (an “excluded Lender”) and subject to the respective participations of the other Lenders participating in the Unfunded Loan Portion being notionally and proportionally increased to account for such disqualification of the excluded Lender’s participation) that the cost to them of obtaining matching deposits in the European interbank market for the relevant Interest Period would be in excess of EURIBOR, then in any such case the Facility Agent shall promptly give notice thereof to the Borrower and each of the Lenders together with copies of each of the notices and evidence provided to the Facility Agent pursuant to clause (i) and/or (ii) above (hereinafter called a “Market Disruption Notice”). (c) Upon the issuance of a Market Disruption Notice pursuant to paragraph (b)(i) above, the rate of interest on any affected Lender’s participation in the Unfunded Loan Portion for the relevant Interest Period shall (after consultation with the Facility Agent and the other Lenders) be the percentage rate per annum which is the sum of the Floating Rate Margin, the Mandatory Cost applicable to that Lender’s participation in the Unfunded Loan Portion (if any) and the rate notified to the Facility Agent and the Borrower by such Lender as soon as practicable and in any event before the close of business in France on the second (2nd) Business Day after the Quotation Date, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in the Unfunded Loan Portion for the relevant Interest Period from whatever source it may reasonably select, the details of which shall be stated in that Lender’s notice; and (d) Upon the issuance of a Market Disruption Notice pursuant to paragraph (b)(ii) above, the rate of interest on each affected Lender’s participation in the Unfunded Loan Portion for the relevant Interest Period shall (after consultation with the Facility Agent and the other Lenders) be the percentage rate per annum which is the sum of the Floating Rate Margin, the Mandatory Cost applicable to that Lender’s participation in the Unfunded Loan Portion (if any) and a rate that is the weighted average (in proportion to each affected Lender’s participation in the Unfunded Loan Portion) of the rates notified to the Facility Agent and the Borrower by each of the affected Lenders as soon as practicable and in any event before the close of business in France on the second (2nd) Business Day after the Quotation Date to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in the Unfunded Loan Portion for the relevant Interest Period from whatever source it may reasonably select, the details of which shall be stated in that Lender’s notice. (e) If a Market Disruption Notice has been issued and the Borrower so requires, the Facility Agent, the Lenders and the Borrower shall negotiate in good faith for a period of not more than fifteen (15) Business Days with a view to agreeing upon a mutually satisfactory interest rate and interest period (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. Any such agreed and approved interest rate and interest period (or interest periods) shall, with the prior consent of the Lenders and the Borrower, be binding on all parties hereto. For the avoidance of doubt, in the event that no substitute basis is agreed upon pursuant to this paragraph (e) by the end of the fifteen (15) Business Day period, then the rate of interest for the Unfunded Loan Portion shall continue to be the rate otherwise determined in accordance with the terms of this Agreement. (f) In the event that the circumstances described in paragraph (a) above shall extend beyond the end of the relevant Interest Period or any other interest period agreed pursuant to paragraph (d) above or shall occur in respect of any other Interest Period or other interest period, as the case may be, the procedures described in paragraphs (b), (c) and/or (e) above, as applicable, shall apply and shall be repeated as often as may be necessary and in respect of each Interest Period or other interest period affected by such circumstances.

Market Disruption in respect of an Unfunded Loan Portion. (a) In the event that the Borrower has elected to pay interest on the Loan at the Floating Rate then the The provisions of paragraph (b) below shall apply in respect of any Unfunded Loan PortionPortion (including in respect of any drawn portion of the Deferred Tranche) to which the Floating Rate applies. (b) If: (i) at or about noon (Paris time) on the Quotation Date for the relevant Interest Period, the Screen Rate is not available and none or only one of the Reference Banks supplies a rate to the Facility Agent to determine EURIBOR (for the purposes of paragraph (b) of such definition) for Euros for the relevant Interest Period; or (ii) before close of business in Paris, France on the Quotation Date for the relevant Interest Period, the Facility Agent receives a duly evidenced notification from one or more Lenders whose aggregate participations in the Unfunded Loan Portion exceed forty two point five per cent. (42.5%) of the Loan (excluding the participation of any Lender who is participating in the Unfunded Loan Portion by reason of its funding under the Funding Agreement having been suspended, repudiated, terminated or cancelled, in whole or in part, due to its gross negligence or wilful misconduct (an “excluded Lender”) and subject to the respective participations of the other Lenders participating in the Unfunded Loan Portion being notionally and proportionally increased to account for such disqualification of the excluded Lender’s participation) that the cost to them of obtaining matching deposits in the European interbank market for the relevant Interest Period would be in excess of EURIBOR, then in any such case the Facility Agent shall promptly give notice thereof to the Borrower and each of the Lenders together with copies of each of the notices and evidence provided to the Facility Agent pursuant to clause (i6.4(b)(i) and/or (ii6.4(b)(ii) above (hereinafter called a “Market Disruption Notice”). (c) Upon the issuance of a Market Disruption Notice pursuant to paragraph (b)(i) above, the rate of interest on any affected Lender’s participation in the Unfunded Loan Portion for the relevant Interest Period shall (after consultation with the Facility Agent and the other Lenders) be the percentage rate per annum which is the sum of the Floating Rate Margin, the Mandatory Cost applicable to that Lender’s participation in the Unfunded Loan Portion (if any) Margin and the rate notified to the Facility Agent and the Borrower by such Lender as soon as practicable and in any event before the close of business in France on the second (2nd) Business Day after the Quotation Date, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in the Unfunded Loan Portion for the relevant Interest Period from whatever source it may reasonably select, the details of which shall be stated in that Lender’s notice; and (d) Upon the issuance of a Market Disruption Notice pursuant to paragraph (b)(ii) above, the rate of interest on each affected Lender’s participation in the Unfunded Loan Portion for the relevant Interest Period shall (after consultation with the Facility Agent and the other Lenders) be the percentage rate per annum which is the sum of the Floating Rate Margin, the Mandatory Cost applicable to that Lender’s participation in the Unfunded Loan Portion (if any) Margin and a rate that is the weighted average (in proportion to each affected Lender’s participation in the Unfunded Loan Portion) of the rates notified to the Facility Agent and the Borrower by each of the affected Lenders as soon as practicable and in any event before the close of business in France on the second (2nd) Business Day after the Quotation Date to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in the Unfunded Loan Portion for the relevant Interest Period from whatever source it may reasonably select, the details of which shall be stated in that Lender’s notice. (e) If a Market Disruption Notice has been issued and the Borrower so requires, the Facility Agent, the Lenders and the Borrower shall negotiate in good faith for a period of not more than fifteen (15) Business Days with a view to agreeing upon a mutually satisfactory interest rate and interest period (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. Any such agreed and approved interest rate and interest period (or interest periods) shall, with the prior consent of the Lenders and the Borrower, be binding on all parties hereto. For the avoidance of doubt, in the event that no substitute basis is agreed upon pursuant to this paragraph (e) by the end of the fifteen (15) Business Day period, then the rate of interest for the Unfunded Loan Portion shall continue to be the rate otherwise determined in accordance with the terms of this Agreement. (f) In the event that the circumstances described in paragraph (a) above shall extend beyond the end of the relevant Interest Period or any other interest period agreed pursuant to paragraph (d) above or shall occur in respect of any other Interest Period or other interest period, as the case may be, the procedures described in paragraphs (b), (c) and/or (e) above, as applicable, shall apply and shall be repeated as often as may be necessary and in respect of each Interest Period or other interest period affected by such circumstances.

Market Disruption in respect of an Unfunded Loan Portion. (a) In the event that the Borrower has elected to pay interest on the Loan at the Floating Rate then the provisions of paragraph (b) below shall apply in respect of any Unfunded Loan Portion. (b) If: (i) at or about noon (Paris time) on the Quotation Date for the relevant Interest Period, the Screen Rate is not available and none or only one of the Reference Banks supplies a rate to the Facility Agent to determine EURIBOR (for the purposes of paragraph (b) of such definition) for Euros for the relevant Interest Period; or (ii) before close of business in Paris, France on the Quotation Date for the relevant Interest Period, the Facility Agent receives a duly evidenced notification from one or more Lenders whose aggregate participations in the Unfunded Loan Portion exceed forty two point five per cent. (42.5%) of the Loan (excluding the participation of any Lender who is participating in the Unfunded Loan Portion by reason of its funding under the Funding Agreement having been suspended, repudiated, terminated or cancelled, in whole or in part, due to its gross negligence or wilful misconduct (an “excluded Lender”) and subject to the respective participations of the other Lenders participating in the Unfunded Loan Portion being notionally and proportionally increased to account for such disqualification of the excluded Lender’s participation) that the cost to them of obtaining matching deposits in the European interbank market for the relevant Interest Period would be in excess of EURIBOR, then in any such case the Facility Agent shall promptly give notice thereof to the Borrower and each of the Lenders together with copies of each of the notices and evidence provided to the Facility Agent pursuant to clause (i6.4(b)(i) and/or (ii6.4(b)(ii) above (hereinafter called a “Market Disruption Notice”). (c) Upon the issuance of a Market Disruption Notice pursuant to paragraph (b)(i) above, the rate of interest on any affected Lender’s participation in the Unfunded Loan Portion for the relevant Interest Period shall (after consultation with the Facility Agent and the other Lenders) be the percentage rate per annum which is the sum of the Floating Rate Margin, the Mandatory Cost applicable to that Lender’s participation in the Unfunded Loan Portion (if any) and the rate notified to the Facility Agent and the Borrower by such Lender as soon as practicable and in any event before the close of business in France on the second (2nd) Business Day after the Quotation Date, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in the Unfunded Loan Portion for the relevant Interest Period from whatever source it may reasonably select, the details of which shall be stated in that Lender’s notice; and (d) Upon the issuance of a Market Disruption Notice pursuant to paragraph (b)(ii) above, the rate of interest on each affected Lender’s participation in the Unfunded Loan Portion for the relevant Interest Period shall (after consultation with the Facility Agent and the other Lenders) be the percentage rate per annum which is the sum of the Floating Rate Margin, the Mandatory Cost applicable to that Lender’s participation in the Unfunded Loan Portion (if any) and a rate that is the weighted average (in proportion to each affected Lender’s participation in the Unfunded Loan Portion) of the rates notified to the Facility Agent and the Borrower by each of the affected Lenders as soon as practicable and in any event before the close of business in France on the second (2nd) Business Day after the Quotation Date to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in the Unfunded Loan Portion for the relevant Interest Period from whatever source it may reasonably select, the details of which shall be stated in that Lender’s notice. (e) If a Market Disruption Notice has been issued and the Borrower so requires, the Facility Agent, the Lenders and the Borrower shall negotiate in good faith for a period of not more than fifteen (15) Business Days with a view to agreeing upon a mutually satisfactory interest rate and interest period (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. Any such agreed and approved interest rate and interest period (or interest periods) shall, with the prior consent of the Lenders and the Borrower, be binding on all parties hereto. For the avoidance of doubt, in the event that no substitute basis is agreed upon pursuant to this paragraph (e) by the end of the fifteen (15) Business Day period, then the rate of interest for the Unfunded Loan Portion shall continue to be the rate otherwise determined in accordance with the terms of this Agreement. (f) In the event that the circumstances described in paragraph (a) above shall extend beyond the end of the relevant Interest Period or any other interest period agreed pursuant to paragraph (d) above or shall occur in respect of any other Interest Period or other interest period, as the case may be, the procedures described in paragraphs (b), (c) and/or (e) above, as applicable, shall apply and shall be repeated as often as may be necessary and in respect of each Interest Period or other interest period affected by such circumstances.

Market Disruption in respect of an Unfunded Loan Portion. (a) In the event that the Borrower has elected to pay interest on the Loan at the Floating Rate then the The provisions of paragraph (b) below shall apply in respect of any Unfunded Loan PortionPortion (including in respect of any drawn portion of the Deferred Tranches) to which the Floating Rate applies. (b) If: (i) at or about noon (Paris time) on the Quotation Date for the relevant Interest Period, the Screen Rate is not available and none or only one of the Reference Banks supplies a rate to the Facility Agent to determine EURIBOR (for the purposes of paragraph (b) of such definition) for Euros for the relevant Interest Period; or (ii) before close of business in Paris, France on the Quotation Date for the relevant Interest Period, the Facility Agent receives a duly evidenced notification from one or more Lenders whose aggregate participations in the Unfunded Loan Portion exceed forty two point five per cent. (42.5%) of the Loan (excluding the participation of any Lender who is participating in the Unfunded Loan Portion by reason of its funding under the Funding Agreement having been suspended, repudiated, terminated or cancelled, in whole or in part, due to its gross negligence or wilful misconduct (an “excluded Lender”) and subject to the respective participations of the other Lenders participating in the Unfunded Loan Portion being notionally and proportionally increased to account for such disqualification of the excluded Lender’s participation) that the cost to them of obtaining matching deposits in the European interbank market for the relevant Interest Period would be in excess of EURIBOR, then in any such case the Facility Agent shall promptly give notice thereof to the Borrower and each of the Lenders together with copies of each of the notices and evidence provided to the Facility Agent pursuant to clause (i6.4(b)(i) and/or (ii6.4(b)(ii) above (hereinafter called a “Market Disruption Notice”). (c) Upon the issuance of a Market Disruption Notice pursuant to paragraph (b)(i) above, the rate of interest on any affected Lender’s participation in the Unfunded Loan Portion for the relevant Interest Period shall (after consultation with the Facility Agent and the other Lenders) be the percentage rate per annum which is the sum of the applicable Floating Rate Margin, the Mandatory Cost applicable to that Lender’s participation in the Unfunded Loan Portion (if any) Margin and the rate notified to the Facility Agent and the Borrower by such Lender as soon as practicable and in any event before the close of business in France on the second (2nd) Business Day after the Quotation Date, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in the Unfunded Loan Portion for the relevant Interest Period from whatever source it may reasonably select, the details of which shall be stated in that Lender’s notice; and (d) Upon the issuance of a Market Disruption Notice pursuant to paragraph (b)(ii) above, the rate of interest on each affected Lender’s participation in the Unfunded Loan Portion for the relevant Interest Period shall (after consultation with the Facility Agent and the other Lenders) be the percentage rate per annum which is the sum of the applicable Floating Rate Margin, the Mandatory Cost applicable to that Lender’s participation in the Unfunded Loan Portion (if any) Margin and a rate that is the weighted average (in proportion to each affected Lender’s participation in the Unfunded Loan Portion) of the rates notified to the Facility Agent and the Borrower by each of the affected Lenders as soon as practicable and in any event before the close of business in France on the second (2nd) Business Day after the Quotation Date to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in the Unfunded Loan Portion for the relevant Interest Period from whatever source it may reasonably select, the details of which shall be stated in that Lender’s notice. (e) If a Market Disruption Notice has been issued and the Borrower so requires, the Facility Agent, the Lenders and the Borrower shall negotiate in good faith for a period of not more than fifteen (15) Business Days with a view to agreeing upon a mutually satisfactory interest rate and interest period (or interest periods) to be substituted for those which would otherwise have applied under this Agreement. Any such agreed and approved interest rate and interest period (or interest periods) shall, with the prior consent of the Lenders and the Borrower, be binding on all parties hereto. For the avoidance of doubt, in the event that no substitute basis is agreed upon pursuant to this paragraph (e) by the end of the fifteen (15) Business Day period, then the rate of interest for the Unfunded Loan Portion shall continue to be the rate otherwise determined in accordance with the terms of this Agreement. (f) In the event that the circumstances described in paragraph (a) above shall extend beyond the end of the relevant Interest Period or any other interest period agreed pursuant to paragraph (d) above or shall occur in respect of any other Interest Period or other interest period, as the case may be, the procedures described in paragraphs (b), (c) and/or (e) above, as applicable, shall apply and shall be repeated as often as may be necessary and in respect of each Interest Period or other interest period affected by such circumstances.