Common use of Cancellation and Prepayment Clause in Contracts

Cancellation and Prepayment. 11.1 The Borrower may, by giving to the Agent not less than thirty days' prior notice to that effect, cancel whole or any part (being an anount or integral multiple of $1,000,000) of the Available Facility. Any such cancallation shall reduce the Available Commitments of the Banks rateably. 11.2 The Borrower may, if it has given to the Agent not less than thirty days' prior notice to that effect, prepay the whole of any Advance or any part of any Advance (being an amount or integral multiple of $1,000,000) on the last day of any Interest Period relationg to that Advance which ends after the Termination Date. 11.3 Any notice of cancellation or prepayment given by the Borrower pursuant to Clause 11.1 or 11.2 shall be irrevocable, shall specify the date upon which such cancellation or prepayment is to be made and the amount of such cancellation or prepayment and, in the case of a notice of prepayment, shall oblige the Borrower to make such prepayment on such date. 11.4 If any Bank claim indemnification from the Borrower under Clause 12.2 or Clause 14.1 and within thirty days thereafter the Agent receives from the Borrower at least fifteen days' prior notice (which shall be irrevocable) of the Borrower's intention to repay such Bank's share of the Loan, the Borrower shall on the last day of each of the then current Interest Periods repay such Bank's portion of the Advance to which such Interest Period relates. 11.5 A Bank for whole account a repayment is to be made under Clause 11.4 shall not be obliged to make any advances on or after the date which the Agent receives the Borrower's notice of its intention to repay such Bank's share of the Loans, on which date such Bank's Available Commitment shall be reduced to zero. 11.6 The Borrower shall not repay all or any of the Loan except at the times and in the manner expressly provided for in this Agreement and shall not be entitled to reborrow any amount repaid. 11.1조는 대출 약정 금액의 감액에 관한 조항이다. 예시에서는 약정 금액의 전부 또는 일부를 감액할 수 있도록 하였는데, 그 경우 차주는 사전에 그 내용을 대리 은행에 통지하도록 하였다. 이와 같이 약정 금액이 감액되는 경우 각 대출 은행별 약정액은 애초 약정 금액의 비율에 따라 감액되며(11.4에 의한 감액은 예외임.) 약정 수수료(commitment fee)도 또한 이와 같이 줄어들게 된다.

Cancellation and Prepayment. 11.1 The Borrower may, by giving to the Agent not less than thirty days' ’ prior notice to that effect, cancel the whole or any part (being a minimum amount of £10,000,000 and an anount or integral multiple of $1,000,000£10,000,000) of the Available Facility. Any such cancallation cancellation shall reduce the Available Commitments Commitment of the Banks rateablyeach Bank rateably and any amount so cancelled may not be reinstated. 11.2 The Borrower may, if it has given to the Agent not less than thirty days' prior notice to that effect, prepay the whole of any Advance or any part of any Advance (being an amount or integral multiple of $1,000,000) on the last day of any Interest Period relationg to that Advance which ends after the Termination Date. 11.3 Any notice of cancellation or prepayment given by the Borrower pursuant to Clause 11.1 or 11.2 shall be irrevocable, irrevocable and shall specify the date upon which such cancellation or prepayment is to be made and the amount of such cancellation or prepayment and, in the case of a notice of prepayment, shall oblige cancellation. 11.3 If the Borrower becomes obliged to make such prepayment on such date. 11.4 If pay any tax or other amount for the account of any Bank claim under Clause 12.1 or if any Bank claims indemnification from the Borrower under Clause 12.2 or Clause 14.1 and 14.1, the Borrower may, within thirty days thereafter and by not less than five days’ prior notice to the Agent receives from the Borrower at least fifteen days' prior notice (which notice shall be irrevocable) of the Borrower's intention to repay ), either: 11.3.1 cancel such Bank's share of the Loan, the Borrower ’s Commitment whereupon such Bank shall on the last day of each of the then current Interest Periods repay such Bank's portion of the Advance to which such Interest Period relates. 11.5 A Bank for whole account a repayment is cease to be made under Clause 11.4 shall not be obliged or entitled to make any advances on or after the date which the Agent receives the Borrower's notice of participate in further Utilisations and its intention to repay such Bank's share of the Loans, on which date such Bank's Available Commitment shall be reduced to zero; or 11.3.2 in consideration for payment of the amount of its participation in the Loan and any accrued interest thereon, require such Bank (at the Borrower’s expense) to transfer forthwith its rights, benefits and/or obligations hereunder in accordance with Clause 33.3 to such one or more other banks or financial institutions as the Borrower, with the prior approval of the Agent (such approval not to be unreasonably withheld), may have nominated as a Transferee. 11.6 11.4 The Borrower shall may, by giving to the Agent not repay all less than five business days’ prior notice to that effect, prepay in the currency of such Advance the whole or any part (the Sterling Amount of which being a minimum amount of £5,000,000 and an integral multiple of £1,000,000 or in the case of an Advance denominated in another Committed Currency or an Optional Currency, such comparable amount thereof as may be agreed between the Agent and the Borrower) of any Advance on any business day. Any such repayment must be accompanied by accrued interest and any amount payable as a result of the Loan except at provisions of Clause 23.4. 11.5 If pursuant to Clause 15.1 the times and Borrower complies prematurely with its obligations under Clause 7.5 in respect of any Xxxx, the Bank that accepted that Xxxx shall pay to the Borrower on the Maturity Date for that Xxxx an amount equal to interest on the face amount of that Xxxx which amount shall be equal to the amount which that Bank would be able to obtain by placing an amount equal to the amount received by it on deposit with a leading bank in the manner expressly provided London interbank market for in this Agreement a period starting on the business day following the receipt and shall not be entitled to reborrow any amount repaid. 11.1조는 대출 약정 금액의 감액에 관한 조항이다. 예시에서는 약정 금액의 전부 또는 일부를 감액할 수 있도록 하였는데, 그 경우 차주는 사전에 그 내용을 대리 은행에 통지하도록 하였다. 이와 같이 약정 금액이 감액되는 경우 각 대출 은행별 약정액은 애초 약정 금액의 비율에 따라 감액되며(11.4에 의한 감액은 예외임ending on the Maturity Date.) 약정 수수료(commitment fee)도 또한 이와 같이 줄어들게 된다.

Cancellation and Prepayment. 11.1 The Borrower may, by giving to the Agent not less than thirty days' prior notice to that effect, cancel the whole or any part (being an anount amount or integral multiple of $1,000,000USD 5,000,000) of the Available Facility. Any ; any such cancallation cancellation shall reduce the Available Commitments of the Banks rateably. 11.2 . The Borrower maymay prepay the whole or any part (being an amount or integral multiple of USD 5,000,000) of any Advance on any Interest Payment Date relating to such Advance, if provided that it has given to the Agent not less than thirty days' prior notice to that effect, prepay the whole of any Advance or any part of any Advance (being an amount or integral multiple of $1,000,000) on the last day of any Interest Period relationg to that Advance which ends after the Termination Date. 11.3 . Any notice of cancellation or prepayment given by the Borrower pursuant to this Clause 11.1 or 11.2 9 shall be irrevocable, shall specify the date upon which such cancellation or prepayment is to be made and the amount of such cancellation or prepayment and(failing such specification, in it shall be deemed to relate to the case entire amount of a notice of prepayment, all Advances) and shall oblige the Borrower to make such prepayment on such date. 11.4 . If the Borrower is to make an additional payment to any Bank claim under Clause 10.2, or if any Bank claims indemnification from the Borrower under Clause 12.2 10.3 or Clause 14.1 and 11.1, the Borrower may within thirty days thereafter of being informed of such claim, and subject to the condition set out in Clause 18.3, give notice to the Agent receives from that it elects to prepay, on a date which is not less than 10 days and not more than 90 days after the giving of such notice, such Bank's entire share of the Advances. Any notice of prepayment given by the Borrower at least fifteen days' prior notice (which pursuant to this Clause 9.3 shall be irrevocable) of , shall oblige the Borrower's intention Borrower to repay prepay on such date the relevant Bank's share of the LoanAdvances together with accrued interest thereon and all other amounts owing to such Bank hereunder, and shall result in the Borrower shall on the last day of each immediate cancellation of the then current Interest Periods repay Available Commitment of such Bank's portion of the Advance to which such Interest Period relates. 11.5 A Bank for whole account a repayment is to be made under Clause 11.4 shall not be obliged to make any advances on or after the date which the Agent receives the Borrower's notice of its intention to repay such Bank's share of the Loans, on which date such Bank's Available Commitment shall be reduced to zero. 11.6 . The Borrower shall not repay all or any part of the Loan Advances except at the times and in the manner expressly provided for in this Agreement and shall not be entitled to reborrow any amount repaid. 11.1조는 대출 약정 금액의 감액에 관한 조항이다. 예시에서는 약정 금액의 전부 또는 일부를 감액할 수 있도록 하였는데, 그 경우 차주는 사전에 그 내용을 대리 은행에 통지하도록 하였다. 이와 같이 약정 금액이 감액되는 경우 각 대출 은행별 약정액은 애초 약정 금액의 비율에 따라 감액되며(11.4에 의한 감액은 예외임.) 약정 수수료(commitment fee)도 또한 이와 같이 줄어들게 된다.Definitions In this Clause 10:

Cancellation and Prepayment. 11.1 11.01 The amount of the Available Tranche B Commitments shall be reduced to the amount outstanding under Tranche B as at close of business on the date of expiry of the Availability Period on such date. 11.02 The Borrower may, by giving to the Agent not less than thirty business days' prior notice to that effect, cancel the whole or any part (being an anount amount or integral multiple of $1,000,000Two Hundred and Fifty Thousand Pounds (£250,000) of any of the Available Tranche B Facility. Any such cancallation cancellation shall reduce the Available Commitments of the Banks rateablyTranche B Commitment. 11.2 11.03 The Borrower may, if it has given to the Agent not less than thirty days' prior written notice to that effect, prepay the whole of any Advance or any part of any Advance of Tranche A or Tranche B (as applicable) made to it (being in the case of an Advance under Tranche A an amount or integral multiple of $1,000,000Two Million Pounds (£2,000,000) on or in the last day case of any Interest Period relationg to that an Advance which ends after under Tranche B an amount or integral multiple or Two Hundred and Fifty Thousand Pounds (£250,000) or the Termination Datebalance of the amount of Tranche A or Tranche B (as applicable) outstanding under this Agreement). 11.3 11.04 Any notice of cancellation or prepayment given by the Borrower pursuant to Clause 11.1 Clauses 11.02 or 11.2 11.03 shall be irrevocable, shall specify the date upon which such cancellation or prepayment is to be made and the amount of such cancellation or prepayment and, in the case of a notice of prepayment, prepayment shall oblige the Borrower to make such prepayment on such date. 11.4 If 11.05 On receipt by any Bank claim indemnification from the Borrower under Clause 12.2 or Clause 14.1 and within thirty days thereafter the Agent receives from the Borrower at least fifteen days' prior notice (which shall be irrevocable) member of the Borrower's intention to repay such Bank's share Group of the Loan, any Net Proceeds the Borrower shall on procure that an amount equal to such Net Proceeds shall forthwith be applied in prepaying Advances under the last day of each of the then current Interest Periods repay such Bank's portion of the Advance to which such Interest Period relatesFacility. 11.5 A Bank for whole account a repayment is to be made under Clause 11.4 shall not be obliged to make any advances on or after the date which the Agent receives the Borrower's notice of its intention to repay such Bank's share of the Loans, on which date such Bank's Available Commitment shall be reduced to zero. 11.6 11.06 The Borrower shall not repay or prepay all or any part of the Loan any Advance except at the times and in the manner expressly provided for in this Agreement and, except at the times and in the manner provided for in this Agreement, shall not be entitled to reborrow re-borrow any amount repaidrepaid or prepaid. 11.1조는 대출 약정 금액의 감액에 관한 조항이다Any prepayments shall be made together with accrued interest thereon and all other amounts payable under this Agreement in relation to the amount prepaid calculated up to the date of prepayment. 11.07 The Borrower shall prepay all amounts outstanding under this Agreement (and the amount of the Commitments will be reduced to nil) on the occurrence of a Change of Control. 11.08 Any prepayment or cancellation in accordance with the terms of this Clause 11 shall be without any premium or fee except for any breakage costs payable to the Lenders pursuant to Clause 22.04 except that (subject to Clause 32.04) where any prepayment or cancellation is made pursuant to, in contemplation of or otherwise in connection with a refinancing of the Facility by any person other than the Lenders, the Borrower shall on the date of prepayment pay the Agent for account of the Lenders a prepayment fee equal to zero point five per cent. 예시에서는 약정 금액의 전부 또는 일부를 감액할 수 있도록 하였는데(0.5%) of the amount prepaid and/or cancelled on the business day immediately prior to such prepayment or cancellation. 11.09 Where any amount to be prepaid under Clause 11.05 is received by the Agent during an Interest Period, 그 경우 차주는 사전에 그 내용을 대리 은행에 통지하도록 하였다the Agent will (subject to the terms of Clause 11.11) retain such amount in a Security Account until the end of such Interest Period and will apply such amount against the relevant Advance on the expiry of such Interest Period. 11.10 Sums held by the Agent under Clause 11.09 will be placed in a Security Account pending application against the relevant Advance and the interest earned on such account will be applied by the Agent towards the interest due in respect of the relevant Advance at the time the amount is applied in prepayment of such Advance. 이와 같이 약정 금액이 감액되는 경우 각 대출 은행별 약정액은 애초 약정 금액의 비율에 따라 감액되며(11.4에 의한 감액은 예외임The rate of interest payable on such account will be the best commercial deposit rate payable by the Agent for sums equivalent to the amount credited to the Security Account for the anticipated duration of the deposit.) 약정 수수료(commitment fee)도 또한 이와 같이 줄어들게 된다 11.11 The Borrower may by written notice to the Agent require that any Interest Period be broken and that the proceeds arising under Clause 11.05 be applied immediately towards prepayment of the relevant Advance subject to payment of any breakage costs thereby incurred by the Lenders.

Cancellation and Prepayment. 11.1 10.1 The Borrower may, by giving to the Agent not less than thirty five business days' prior notice to that effect, cancel the whole or any part (being a minimum amount of £10,000,000 and an anount or integral multiple of $1,000,000£5,000,000) of the Available Facility. Any such cancallation cancellation shall reduce the Available Commitments Commitment of each Bank rateably and any amount so cancelled may not be reinstated. 10.2 Any notice of cancellation given by the Borrower pursuant to Clause 10.1 shall be irrevocable and shall specify the date upon which such cancellation is to be made and the amount of such cancellation. 10.3 If the Borrower becomes obliged to pay any tax or other amount for the account of any Bank under Clause 11.1 or if any Bank claims indemnification from the Borrower under Clause 11.2 or Clause 13.1, the Borrower may, within thirty days thereafter and by not less than five days' prior notice to the Agent (which notice shall be irrevocable), either: 10.3.1 cancel such Bank's Commitment whereupon such Bank shall cease to be obliged or entitled to participate in further Utilisations and its Commitment shall be reduced to zero; or 10.3.2 in consideration for payment of the Banks rateablyamount of its participation in the Loan and any accrued interest thereon, require such Bank (at the Borrower's expense) to transfer forthwith its rights, benefits and/or obligations hereunder in accordance with Clause 32.3 to such one or more other banks or financial institutions as the Borrower, with the prior approval of the Agent (such approval not to be unreasonably withheld), may have nominated as a Transferee. 11.2 10.4 The Borrower may, if it has given by giving to the Agent not less than thirty five business days' prior notice to that effect, prepay in the currency of such Advance the whole of any Advance or any part (the Sterling Amount of any Advance (which being a minimum amount of £10,000,000 and an amount or integral multiple of $1,000,000) on the last day of any Interest Period relationg to that Advance which ends after the Termination Date. 11.3 Any notice of cancellation £5,000,000 or prepayment given by the Borrower pursuant to Clause 11.1 or 11.2 shall be irrevocable, shall specify the date upon which such cancellation or prepayment is to be made and the amount of such cancellation or prepayment and, in the case of a notice of prepaymentan Advance denominated in another Committed Currency or an Optional Currency, shall oblige the Borrower to make such prepayment on such date. 11.4 If any Bank claim indemnification from the Borrower under Clause 12.2 or Clause 14.1 and within thirty days thereafter comparable amount thereof as may be agreed between the Agent receives from and the Borrower at least fifteen days' prior notice (which shall be irrevocableBorrower) of the Borrower's intention to repay any Advance on any business day. Any such Bank's share repayment must be accompanied by accrued interest and any amount payable as a result of the Loan, the Borrower shall on the last day provisions of each of the then current Interest Periods repay such Bank's portion of the Advance to which such Interest Period relatesClause 22.4. 11.5 A Bank for whole account a repayment is to be made under Clause 11.4 shall not be obliged to make any advances on or after the date which the Agent receives the Borrower's notice of its intention to repay such Bank's share of the Loans, on which date such Bank's Available Commitment shall be reduced to zero. 11.6 The Borrower shall not repay all or any of the Loan except at the times and in the manner expressly provided for in this Agreement and shall not be entitled to reborrow any amount repaid. 11.1조는 대출 약정 금액의 감액에 관한 조항이다. 예시에서는 약정 금액의 전부 또는 일부를 감액할 수 있도록 하였는데, 그 경우 차주는 사전에 그 내용을 대리 은행에 통지하도록 하였다. 이와 같이 약정 금액이 감액되는 경우 각 대출 은행별 약정액은 애초 약정 금액의 비율에 따라 감액되며(11.4에 의한 감액은 예외임.) 약정 수수료(commitment fee)도 또한 이와 같이 줄어들게 된다.

Cancellation and Prepayment. 11.1 12.1 The Borrower mayCompany may without penalty and at any time between (and including) the date of this Agreement and the Repayment Date, by giving not less than ten business days’ irrevocable written notice to the Agent not less than thirty days' prior notice (with a copy to that effectthe Swingline Agent), cancel whole all or any part (being an anount or integral multiple a minimum of $1,000,00010,000,000) of the Available Facilityundrawn Total Commitments which will not, on the date the notice of cancellation takes effect, be outstanding or requested in a current Advance Request. Any such cancallation Such notice shall reduce specify whether Tranche A, Tranche B or Tranche C is to be cancelled. 12.2 Upon any cancellation pursuant to Clause 12.1 above becoming effective, the Available Total Commitments shall be appropriately reduced. The Commitments will be reduced by an aggregate amount equal to the reduction of the Banks rateablyTotal Commitments and each Bank’s Commitment and its (or its affiliate’s) Swingline Commitment will be reduced in the same proportion except that (unless notice to the contrary is given by the Company) a Bank’s (or its affiliate’s) Swingline Commitment will not be reduced until such time as such Bank’s Tranche A Commitment is equal to its (or its affiliate’s) Swingline Commitment. 11.2 12.3 The Borrower mayCompany may without penalty and at any time between (and including) the date of this Agreement and the date on which it would otherwise be repayable under Clause 9.1, if it has given by giving not less than ten business days’ irrevocable written notice to the Agent not less than thirty days' prior notice (with a copy to that effectthe Swingline Agent), prepay any Advance in whole or in part (but if in part, being a minimum of $10,000,000 or the whole Equivalent Amount in the Optional Currency in which it is denominated) together with accrued interest thereon in the currency in which the Advance is denominated and any amounts payable pursuant to Clause 13.1, Clause 15.1 or Clause 27.4 relating to the amount prepaid. 12.4 If the Company receives funds from a debt capital markets issue with a maturity of greater than two years and the net proceeds of such issue (after expenses and commission) are US$100,000,000 or more then the Company shall use such funds (rounded down to the nearest multiple of US$10,000,000) to prepay and cancel any Tranche C Advance on the earlier of: 12.4.1 the latest day of the current Interest Period for that Tranche C Advance; and 12.4.2 the date three months after the receipt of such funds. To the extent that the proceeds from such debt capital markets issue shall be more than any outstanding Tranche C Advance, or if no Tranche C Advance is outstanding, the Company shall cancel undrawn Tranche C Commitments of each Bank to the extent the proceeds exceed the amount of the Tranche C Advance prepaid (if any). The Commitment of each Bank will be cancelled rateably on the date specified for cancellation in this Clause 12.4. Back to Contents 12.5 If: 12.5.1 any sum payable to any Bank by the Company or the Guarantor is required to be increased pursuant to Clause 13.1; or 12.5.2 any Bank claims indemnification from the Company under Clause 15.1, the Company may, whilst the circumstance giving rise to the requirement or indemnification continues, give the Agent notice of cancellation of the Commitment of that Bank and its intention to procure the repayment of that Bank’s participation in the Loan. On receipt of any Advance or any part such notice, the Commitment of any Advance (being an amount or integral multiple of $1,000,000) on that Bank shall immediately be reduced to zero and the last day of any Interest Period relationg to Company shall repay that Advance which ends after Bank’s participation in the Termination DateLoan. 11.3 Any 12.6 Each notice of cancellation or prepayment given by the Borrower pursuant to this Clause 11.1 or 11.2 12 shall be irrevocable, irrevocable and shall specify the date upon which such cancellation or prepayment is to be made and the amount of such cancellation or prepayment and, in the case of a notice of prepayment, shall oblige the Borrower to make such prepayment on such datetake effect. 11.4 12.7 If any Bank claim indemnification from the Borrower under Clause 12.2 or Clause 14.1 and within thirty days thereafter the Agent receives from the Borrower at least fifteen days' prior notice (which shall be irrevocable) of the Borrower's intention to repay such Bank's share of the LoanTerm Out Option is not exercised, the Borrower shall then on the last day of each of the then current Interest Periods repay such Bank's portion of the Advance to which such Interest Period relates. 11.5 A Bank for whole account a repayment is to be made under Clause 11.4 shall not be obliged to make any advances on or falling 364 days after the date which of this Agreement, the Agent receives Tranche C Commitment of each Bank shall be cancelled and on the Borrower's notice of its intention to repay such Repayment Date each Bank's share of the Loans, on which date such Bank's Available ’s Commitment shall be reduced to zerocancelled. 11.6 The Borrower 12.8 If the Term Out Option is exercised, then on the day falling 364 days after the date of this Agreement, the undrawn Tranche C Commitment of each Bank shall not repay all or any be cancelled and on the Repayment Date each Bank’s Commitment shall be cancelled (but without prejudice to the operation of the Loan except at the times and in the manner expressly provided for in this Agreement and shall not be entitled Clause 10.6). Back to reborrow any amount repaid. 11.1조는 대출 약정 금액의 감액에 관한 조항이다. 예시에서는 약정 금액의 전부 또는 일부를 감액할 수 있도록 하였는데, 그 경우 차주는 사전에 그 내용을 대리 은행에 통지하도록 하였다. 이와 같이 약정 금액이 감액되는 경우 각 대출 은행별 약정액은 애초 약정 금액의 비율에 따라 감액되며(11.4에 의한 감액은 예외임.) 약정 수수료(commitment fee)도 또한 이와 같이 줄어들게 된다.Contents Part 7