Common use of MFL Clause in Contracts

MFL. If, for as long as any amount of the Loan remains outstanding, the Borrower or any other member of the Group enters into any loan, bond or other form of financial indebtedness, or any obligation for the payment or repayment of money, in a principal amount exceeding EUR 100,000,000 (one hundred million euros), or the equivalent thereof in any other currency, which contains (i) rating clauses (including, but not limited to, a loss-of-rating clause), (ii) financial covenants clauses pursuant to which compliance with certain financial figures or ratios is required, (iii) material adverse change/effect (or equivalent) is included as an event of default, (iv) limitation on Subsidiary indebtedness clauses, (v) negative pledge clauses, (vi) asset disposal clauses, (vii) cross default clauses or (viii) provision of co-borrowership/upstream guarantees by any operating Subsidiary of the Guarantor for any indebtedness of the Guarantor (each such clause or undertaking, as the case may be, hereinafter referred to as a “More Favourable Clause”) which is either: (a) not included in this Contract, (b) is stricter than the relevant provisions of this Contract, or (c) is otherwise more favourable for third party creditors than the relevant provisions of this Contract, the Borrower shall inform the Bank without delay and in any case within 10 (ten) Business Days following the conclusion or amendment of such contractual arrangement in writing and provide the text of such More Favourable Clause to the Bank. Such More Favourable Clause will be deemed to be incorporated into this Contract by reference, with effect as of the day when such More Favourable Clause became effective under the relevant contract (any such More Favourable Clause so adopted by reference into this Contract, an “Adopted Clause”). Such Adopted Clause shall not be amended, cancelled, or withdrawn without the prior written consent of the Bank, and the Borrower shall upon the request of the Bank conclude an amendment to this Contract which incorporates the relevant Adopted Clause. In the event a More Favourable Clause becomes an Adopted Clause under this Contract and, thereafter, such More Favourable Clause is either removed or amended to be less restrictive on the Borrower or the Guarantor or is otherwise less favorable to the third party creditors than such More Favorable Clause had previously been (a “Relaxed More Favourable Clause”), then, upon notice thereof by the Borrower to the Bank together with the delivery of the text of such Relaxed More Favourable Clause to the Bank, (x) in the case of a More Favourable Clause originally subject to clause (a) above, such Adopted Clause shall automatically cease to be effective under this Contract, (y) in the case of a More Favourable Clause originally subject to clauses (b) or (c) above, such Adopted Clause shall automatically be deemed amended to conform to such Relaxed More Favorable Clause; provided, however, that the relevant provisions of this Contract shall not be deemed to be amended pursuant to this clause (y) to the extent that any such amendment would render such provision less restrictive on the Borrower or the Guarantor than such provision would have been had such original Adopted Clause never been adopted (by reference or otherwise) into this Contract. The Bank shall, upon the request of the Borrower, conclude an amendment to this Contract which deletes or amends, as the case may be, the relevant Adopted Clause.

MFL. If, for as long as any amount of the Loan remains outstanding, the Borrower Guarantor or any other member of the Group enters into any loan, bond or other form of financial indebtedness, or any obligation for the payment or repayment of money, in a principal amount exceeding EUR 100,000,000 (one hundred million euros), or the equivalent thereof in any other currency, which contains (i) rating clauses (including, but not limited to, a loss-of-rating clause), (ii) financial covenants clauses pursuant to which compliance with certain financial figures or ratios is required, (iii) material adverse change/effect (or equivalent) is included as an event of default, (iv) limitation on Subsidiary indebtedness clauses, (v) negative pledge clauses, (vi) asset disposal clauses, (vii) cross default clauses or (viii) provision of co-borrowership/upstream guarantees by any operating Subsidiary of the Guarantor for any indebtedness of the Guarantor (each such clause or undertaking, as the case may be, hereinafter referred to as a “More Favourable Clause”) Clause which is either: (a) not included in the Finance Contract or this ContractDeed of Guarantee and Indemnity, (b) is stricter than the relevant provisions of the Finance Contract or this ContractDeed of Guarantee and Indemnity, or (c) is otherwise more favourable for third party creditors than the relevant provisions of the Finance Contract or this ContractDeed of Guarantee and Indemnity, the Borrower Guarantor shall inform the Bank without delay and in any case within 10 (ten) Business Days following the conclusion or amendment of such contractual arrangement in writing and provide the text of such More Favourable Clause to the Bank. Such More Favourable Clause will be deemed to be incorporated into this Contract Deed of Guarantee and Indemnity by reference, with effect as of the day when such More Favourable Clause became effective under the relevant contract (any such More Favourable Clause so adopted by reference into this ContractDeed of Guarantee and Indemnity, an “Adopted Deed Clause”). Such Adopted Deed Clause shall not be amended, cancelled, or withdrawn without the prior written consent of the Bank, and the Borrower Guarantor shall upon the request of the Bank conclude an amendment to this Contract Deed of Guarantee and Indemnity which incorporates the relevant Adopted Deed Clause. In the event a More Favourable Clause becomes an Adopted Deed Clause under this Contract Deed of Guarantee and Indemnity and, thereafter, such More Favourable Clause is either removed or amended to be less restrictive on the Borrower or the Guarantor or is otherwise less favorable to the third party creditors than such More Favorable Clause had previously been (a “Relaxed More Favourable Clause”), then, upon notice thereof by the Borrower Guarantor to the Bank together with the delivery of the text of such Relaxed More Favourable Clause to the Bank, (x) in the case of a More Favourable Clause originally subject to clause (a) above, such Adopted Deed Clause shall automatically cease to be effective under this ContractDeed of Guarantee and Indemnity, (y) in the case of a More Favourable Clause originally subject to clauses (b) or (c) above, such Adopted Deed Clause shall automatically be deemed amended to conform to such Relaxed More Favorable Clause; provided, however, that the relevant provisions of this Contract Deed of Guarantee and Indemnity shall not be deemed to be amended pursuant to this clause (y) to the extent that any such amendment would render such provision less restrictive on the Borrower or the Guarantor than such provision would have been had such original Adopted Deed Clause never been adopted (by reference or otherwise) into this ContractDeed of Guarantee and Indemnity. The Bank shall, upon the request of the BorrowerGuarantor, conclude an amendment to this Contract Deed of Guarantee and Indemnity which deletes or amends, as the case may be, the relevant Adopted Deed Clause.