Common use of Mandatory Prepayment and Cancellation Clause in Contracts

Mandatory Prepayment and Cancellation. 7.8.1 In the event that either or both of the conditions set out in clause 3.6 are not satisfied in accordance with such clause (i) the Borrowers shall within a period of 3 months (the "GRACE PERIOD") from the expiry of the six month or nine month period (as applicable) either ensure that the relevant outstanding conditions are satisfied or prepay or repay all outstanding Advances and procure the irrevocable discharge and return to the Working Capital Bank of any Bank Guarantees and (ii) on the expiry of the Grace Period, unless the relevant outstanding conditions have been satisfied, the Total Commitments shall be reduced to zero and pending such satisfaction (a) no further Bank Guarantees may be issued hereunder and (b) no Advances may be drawn hereunder under the Revolving Credit Facility or the Working Capital Facility (as the case may be) if following the making of any such Advance under such Facility the aggregate Dollar Amount of Advances would exceed the aggregate Dollar Amount of Advances outstanding under such Facility prior to the making of such Advance (after taking account of any Advance due under the relevant Facility to be made or repaid on the Utilisation Date of such Advance). 7.8.2 In the event that any person acquires or persons acting in concert acquire control of the Ultimate Shareholder, unless such person is a recognised and experienced international telecommunications operator the credit rating of whose long term debt is rated at least "A3" by Moodx'x and "A-" by Standard and Poor's, the Borrowers shall immediately prepay or repay all outstanding Advances and procure the irrevocable discharge and return to the Working Capital Bank of any Bank Guarantee and the Total Commitments shall be reduced to zero. For the purposes of this clause 7.8.2 "acting in concert" shall have the meaning given to such expression in the City Code on Takeovers and Mergers and "control" means (i) the beneficial ownership, directly or indirectly, of shares of corporate stock or other equity participations with

Mandatory Prepayment and Cancellation. 7.8.1 In (a) The Company shall ensure that the event that either or both Borrowers prepay Loans equal to the Disposal Proceeds unless the Company makes an election under paragraph (c) below, promptly upon receipt of those proceeds. (b) A prepayment made under this Clause 9.3 shall be applied in the following order: (i) first, in prepayment and cancellation pro rata of Loans under Facility A and Facility B, applied against instalments referred to in paragraph (a) of Clause 8.1 (Repayment of the conditions set out Term Facility Loans) pro rata; (ii) second, in clause 3.6 cancellation of pro rata Available Commitments under the Revolving Facilities (and the Available Commitment of the Lenders under each Revolving Facility will be cancelled rateably), provided that prior to the Xxxxxxxxx Upstream Guarantee Date (until such time that the Available Commitments for the Revolving Facilities are not satisfied cancelled in full) no cancellation shall be permitted under this paragraph (b)(ii) in respect of Facility D if it would cause the Available Commitment for Facility D to be less than €250,000,000 and any cancellation that would otherwise be applied against Facility D pursuant to this paragraph (b)(ii) shall instead be applied pro rata against Facility C and Facility E pursuant to this paragraph (b)(ii) and thereafter in accordance with such clause paragraph (ib)(iii) below; (iii) third, in prepayment of Revolving Facility Loans pro rata between the Borrowers Revolving Facilities; and (iv) then, in repayment and cancellation of the Ancillary Outstandings and Ancillary Commitments, provided that prior to the Xxxxxxxxx Upstream Guarantee Date any required prepayments by members of the Xxxxxxxxx Group (A) shall within a period of 3 months (the "GRACE PERIOD") only be required to be applied in prepayment on and from the expiry Xxxxxxxxx Accession Date; (B) shall only be applied towards prepayment and cancellation of Revolving Facility Loans and Term Loans borrowed by members of the six month Xxxxxxxxx Group; and (C) may be applied pro rata between prepayment and cancellation of Revolving Facility Loans and Term Loans borrowed by members of the Xxxxxxxxx Group and prepayment or nine month purchase and cancellation of Xxxxxxxxx Notes. (c) Subject to paragraph (d) below the Company may, by giving the Agent not less than three Business Days (or such shorter period (as applicablethe Agent may agree) either ensure prior written notice, elect that any prepayment under this Clause 9.3 be applied in prepayment of one or more Loans on the last day of the Interest Periods relating to the relevant outstanding conditions are satisfied Loans that fall within 30 days of the relevant Disposal (or prepay or repay all outstanding Advances such later date as the Majority Lenders may agree with the Company). (d) If the Company has made an election under paragraph (c) above but an Event of Default has occurred and procure is continuing and the irrevocable discharge Agent (acting on the instructions of the Majority Lenders) so specifies, that election shall no longer apply and return a proportion of the Loan in respect of which the election was made equal to the Working Capital Bank amount of the relevant prepayment shall be immediately due and payable. (e) If the Company makes the election under paragraph (c) above then the relevant specified proportion of the relevant Loans will be due and payable on the last day of the relevant Interest Periods. (f) No amount of any Bank Guarantees and Revolving Facility prepaid under this Clause 9.3 may be reborrowed. (iig) on the expiry Prepayments will not be required under this Clause 9.3 if it is (but only for so long as it remains) illegal for a member of the Grace Period, unless Xxxxxxxxx Group who received the relevant outstanding conditions have been satisfied, the Total Commitments shall be reduced to zero and pending such satisfaction (a) no further Bank Guarantees may be issued hereunder and (b) no Advances may be drawn hereunder under the Revolving Credit Facility or the Working Capital Facility (as the case may be) if following the making proceeds of any such Advance under Disposal to make any such Facility prepayment or to distribute, dividend or lend the aggregate Dollar Amount proceeds to another member of Advances would exceed the aggregate Dollar Amount of Advances outstanding under such Facility prior to Group for the making purpose of such Advance (after taking account of any Advance due under the relevant Facility to be made or repaid on the Utilisation Date of such Advance). 7.8.2 In the event prepayment. The Company shall procure that any person acquires or persons acting in concert acquire control members of the Ultimate Shareholder, unless Xxxxxxxxx Group use all reasonable endeavours to avoid any such person is a recognised and experienced international telecommunications operator the credit rating of whose long term debt is rated at least "A3" by Moodx'x and "A-" by Standard and Poor's, the Borrowers shall immediately prepay or repay all outstanding Advances and procure the irrevocable discharge and return to the Working Capital Bank of any Bank Guarantee and the Total Commitments shall be reduced to zero. For the purposes of this clause 7.8.2 "acting in concert" shall have the meaning given to such expression in the City Code on Takeovers and Mergers and "control" means (i) the beneficial ownership, directly or indirectly, of shares of corporate stock or other equity participations withillegality.

Mandatory Prepayment and Cancellation. 7.8.1 In (a) The Borrower shall notify the event that either Lender in writing promptly upon receipt by the Borrower of any Equity or both Debt Proceeds or any Disposal Proceeds, giving details of the conditions set out recipient and the amount of the relevant Equity or Debt Proceeds or Disposal Proceeds. (b) If the Borrower receives any Equity or Debt Proceeds in clause 3.6 are not satisfied excess of EUR 10,000,000 in accordance with aggregate (the amount by which such clause Equity or Debt Proceeds exceeds EUR 10,000,000, the "Relevant Equity or Debt Proceeds") then (i) on the Borrowers date on which such Equity or Debt Proceeds are received the Facility shall within a period of 3 months (the "GRACE PERIOD") from the expiry of the six month or nine month period (as applicable) either ensure that the relevant outstanding conditions are satisfied or prepay or repay all outstanding Advances be reduced and procure the irrevocable discharge and return cancelled by an amount equal to the Working Capital Bank of any Bank Guarantees Relevant Equity or Debt Proceeds and (ii) (subject to the following provisions of this Clause 7.3) within 10 Business Days of receipt the Borrower shall, to the extent necessary, prepay Loans such that (after such prepayment) the aggregate amount of all outstanding Loans does not exceed the Facility (after its reduction pursuant to (i) above). (c) If the Borrower receives any Disposal Proceeds in respect of any Disposal in excess of EUR 10,000,000 in aggregate (the amount by which such Disposal Proceeds exceed EUR 10,000,000, the "Relevant Disposal Proceeds") then (i) on the expiry of date on which such Disposal Proceeds are received the Grace Period, unless the relevant outstanding conditions have been satisfied, the Total Commitments Facility shall be reduced and cancelled by an amount equal to zero the Relevant Disposal Proceeds and pending (ii) (subject to the following provisions of this Clause 7.3) within 10 Business Days of receipt the Borrower shall, to the extent necessary, prepay Loans such satisfaction that (aafter such prepayment) no further Bank Guarantees the aggregate amount of all outstanding Loans does not exceed the Facility (after its reduction pursuant to (i) above). (d) For the purposes of this Clause 7.3, to the extent that any Equity or Debt Proceeds or Disposal Proceeds are denominated in a currency other than euro such Equity or Debt Proceeds or Disposal Proceeds shall be converted into euro by the Borrower on or as soon as practicable after the date on which they were received by the Borrower at prevailing market rates reasonably available to the Borrower and the amount of such Equity or Debt Proceeds or Disposal Proceeds shall be such euro amount net of any reasonable costs and expenses of such conversion. (e) If a prepayment is to be made under this Clause 7.3, the Borrower may be issued hereunder and give the Lender notice in writing not less than 5 Business Days before the date on which, pursuant to paragraphs (b) no Advances may be drawn hereunder under the Revolving Credit Facility or the Working Capital Facility (c) (as the case may be) if following of this Clause 7.3, the making prepayment would be required to be made, specifying that prepayment of any each of the outstanding Loans will be made on the last day of the then current Interest Period for such Advance under Loan. If no such Facility notice is given in accordance with this paragraph (e), prepayment shall be made at the aggregate Dollar Amount time and in the manner set out in the foregoing provisions of Advances would exceed this Clause 7.3. (f) If pursuant to paragraph (e), the aggregate Dollar Amount Borrower requests that prepayment of Advances each outstanding under such Facility prior to the making of such Advance (after taking account of any Advance due under the relevant Facility Loan is to be made or repaid on the Utilisation Date last day of the then current Interest Period relating thereto and ensures that the amount required to be prepaid is credited to the Mandatory Prepayment Account on the date on which the prepayment would otherwise be required to be made, the relevant prepayment date in relation to each outstanding Loan shall be delayed in accordance with such Advancerequest until the last day of the then current Interest Period for such Loan. (g) The Borrower irrevocably authorises the Lender to withdraw monies from the Mandatory Prepayment Account and to apply such monies against prepayments which are due to be made hereunder (and the Lender shall make such withdrawal and application on the last day of the relevant Interest Period for each Loan in respect of which a prepayment is to be made) or, upon the occurrence of an Event of Default which is continuing, against any amounts due and payable under the Finance Documents. (h) The Lender acknowledges and agrees that interest shall accrue at normal commercial rates on amounts standing to the credit of the Mandatory Prepayment Account and that the Borrower shall be entitled to receive such interest (which shall be paid in accordance with the mandate relating to the Mandatory Prepayment Account). 7.8.2 In the event that any person acquires or persons acting in concert acquire control of the Ultimate Shareholder, unless such person is a recognised and experienced international telecommunications operator the credit rating of whose long term debt is rated at least "A3" by Moodx'x and "A-" by Standard and Poor's, the Borrowers shall immediately prepay or repay all outstanding Advances and procure the irrevocable discharge and return to the Working Capital Bank of any Bank Guarantee and the Total Commitments shall be reduced to zero. For the purposes of this clause 7.8.2 "acting in concert" shall have the meaning given to such expression in the City Code on Takeovers and Mergers and "control" means (i) the beneficial ownership, directly or indirectly, of shares of corporate stock or other equity participations with