Common use of Mandatory repayment and cancellation of FATCA Protected Lenders Clause in Contracts

Mandatory repayment and cancellation of FATCA Protected Lenders. If, on the date falling 3 months before the earliest FATCA Application Date for any payment by a party to a Finance Document to a FATCA Protected Lender (or to the Agent for the account of that Lender), that Lender is not a FATCA Exempt Party and, in the opinion of that Lender (acting reasonably), that party will, as a consequence, be required to make a FATCA Deduction from a payment to that Lender (or to the Agent for the account of that Lender) on or after that FATCA Application Date (a “FATCA Event”): (a) that Lender shall, reasonably promptly after that date, notify the Agent of that FATCA Event and the relevant FATCA Application Date; (b) if, on the date falling 1 month before such FATCA Application Date, that FATCA Event is continuing and that Lender has not been repaid or replaced pursuant to Clause 8.10 (other than by reason of that Lender’s failure to comply with its obligations pursuant to Clause 8.10(d)): (i) that Lender may, at any time between 1 month and 2 weeks before such FATCA Application Date, notify the Agent; (ii) upon the Agent notifying the Borrower, the Commitment of that Lender will be immediately cancelled; and (iii) the Borrower shall repay that Lender’s participation in the Loan in accordance with this Clause 8 on the last day of the Interest Period for the Loan occurring after the Agent has notified the Borrower or, if earlier, the last Business Day before the relevant FATCA Application Date.

Mandatory repayment and cancellation of FATCA Protected Lenders. If, (a) If on the date falling 3 six months before the earliest FATCA Application Date for any payment by a party to a Finance Document Party to a FATCA Protected Lender (or to the Facility Agent for the account of that Lender), that Lender is not a FATCA Exempt Party and, in the opinion of that Lender (acting reasonably), that party Party will, as a consequence, be required to make a FATCA Deduction from a payment to that Lender (or to the Facility Agent for the account of that Lender) on or after that FATCA Application Date (a “FATCA Event”): (ai) that Lender shall, reasonably promptly after that date, notify the Facility Agent of that FATCA Event and the relevant FATCA Application Date; (bii) if, on the date falling 1 one month before such FATCA Application Date, that FATCA Event is continuing and that Lender has not been repaid or replaced pursuant to Clause 8.10 7.6 (other than by reason Right of that replacement or repayment and cancellation in relation to a single Lender’s failure to comply with its obligations pursuant to Clause 8.10(d)): (iA) that Lender may, at any time between 1 one month and 2 two weeks before such FATCA Application Date, notify the Facility Agent; (iiB) upon the Facility Agent notifying the Borrower, the Commitment of that Lender will be immediately cancelled; and (iiiC) the Borrower shall repay that Lender’s participation in the Loan in accordance with this Clause 8 Advances on the last day of the Interest Period for the Loan each Advance occurring after the Facility Agent has notified the Borrower or, if earlier, the last Business Day before the relevant FATCA Application Date.”; (h) a new paragraph (b)(ii)(C) shall be inserted after paragraph (b)(ii)(B) of Clause 12.3 (Tax Indemnity) as follows:

Mandatory repayment and cancellation of FATCA Protected Lenders. If, If on the date falling 3 six months before the earliest FATCA Application Date for any payment by a party to a Finance Document Party to a FATCA Protected Lender (or to the Agent for the account of that Lender), that Lender is not a FATCA Exempt Party and, in the opinion of that Lender (acting reasonably), that party Party will, as a consequence, be required to make a FATCA Deduction from a payment to that Lender (or to the Agent for the account of that Lender) on or after that FATCA Application Date (a “FATCA Event”): (a) 8.4.1 that Lender shall, reasonably promptly after that date, notify the Agent of that FATCA Event and the relevant FATCA Application Date; (b) 8.4.2 if, on the date falling 1 one month before such FATCA Application Date, that FATCA Event is continuing and that Lender has not been repaid or replaced pursuant to Clause 8.10 8.3 (other than by reason Right of that repayment in relation to a single Lender’s failure to comply with its obligations pursuant to Clause 8.10(d)): (ia) that Lender may, at any time between 1 one month and 2 two weeks before such FATCA Application Date, notify the Agent; (iib) upon the Agent notifying the Borrower, the Commitment of that Lender will be immediately cancelled; and (iiic) the Borrower shall repay that Lender’s participation in the Loan in accordance with this Clause 8 Loans made to that Borrower on the last day of the Interest Period for the each Loan occurring after the Agent has notified the Borrower or, if earlier, the last Business Day before the relevant FATCA Application Date.

Mandatory repayment and cancellation of FATCA Protected Lenders. If, (a) If on the date falling 3 six months before the earliest FATCA Application Date for any payment by a any party to a Finance Document this Agreement to a FATCA Protected Lender (or to the Agent for the account of that Lender), that Lender is not a FATCA Exempt Party and, in the opinion of that Lender (acting reasonably), that party will, as a consequence, be required to make a FATCA Deduction from a payment to that Lender (or to the Agent for the account of that Lender) on or after that FATCA Application Date (a “"FATCA Event”"): (ai) that Lender shall, reasonably promptly after that date, notify the Agent of that FATCA Event and the relevant FATCA Application Date;; and (bii) if, on the date falling 1 one month before such FATCA Application Date, that FATCA Event is continuing and that Lender has not been repaid or replaced pursuant to Clause 8.10 (other than by reason of that Lender’s failure to comply with its obligations pursuant to Clause 8.10(d)):continuing: (iA) that Lender may, at any time between 1 one month and 2 two weeks before such FATCA Application Date, notify the Agent; (iiB) upon the Agent notifying the BorrowerBorrowers, the Commitment of that Lender will be immediately cancelled; and (iiiC) the Borrower Borrowers shall repay that Lender’s participation in the Loan in accordance with this Clause 8 's Contribution on the last day of the Interest Period for applicable to the Loan relevant Tranche or Tranches to be repaid occurring after the Agent has notified the Borrower Borrowers or, if earlier, the last Business Day before the relevant FATCA Application Date.

Mandatory repayment and cancellation of FATCA Protected Lenders. If, (a) If on the date falling 3 six months before the earliest FATCA Application Date for any payment by a party to a Finance Document Party to a FATCA Protected Lender (or to the Agent for the account of that Lender), that Lender is not a FATCA Exempt Party and, in the opinion of that Lender (acting reasonably), that party Party will, as a consequence, be required to make a FATCA Deduction from a payment to that Lender (or to the Agent for the account of that Lender) on or after that FATCA Application Date (a “FATCA Event”): (ai) that Lender shall, reasonably promptly after that date, notify the Agent of that FATCA Event and the relevant FATCA Application Date; (bii) if, on the date falling 1 one month before such FATCA Application Date, that FATCA Event is continuing and that Lender has not been repaid or replaced pursuant to Clause 8.10 7.4 (other than by reason Right of that cancellation and repayment in relation to a single Lender’s failure to comply with its obligations pursuant to Clause 8.10(d)): (iA) that Lender may, at any time between 1 one month and 2 two weeks before such FATCA Application Date, notify the Agent; (iiB) upon the Agent notifying the Borrower, the Commitment of that Lender will be immediately cancelled; and (iiiC) the Borrower shall repay that Lender’s participation in the Loan in accordance with this Clause 8 Loans made to the Borrower on the last day of the Interest Period for the each Loan occurring after the Agent has notified the Borrower or, if earlier, the last Business Day before the relevant FATCA Application Date.

Mandatory repayment and cancellation of FATCA Protected Lenders. If, (a) If on the date falling 3 six months before the earliest FATCA Application Date for any payment by a party to a Finance Document Party to a FATCA Protected Lender (or to the Agent for the account of that Lender), that Lender is not a FATCA Exempt Party and, in the opinion of that Lender (acting reasonably), that party Party will, as a consequence, be required to make a FATCA Deduction from a payment to that Lender (or to the Agent for the account of that Lender) on or after that FATCA Application Date (a “FATCA Event”): (ai) that Lender shall, reasonably promptly after that date, notify the Agent of that FATCA Event and the relevant FATCA Application Date; (bii) if, on the date falling 1 one month before such FATCA Application Date, that FATCA Event is continuing and that Lender has not been repaid or replaced pursuant to Clause 8.10 7.4 (other than by reason Right of that cancellation and repayment in relation to a single Lender’s failure to comply with its obligations pursuant to Clause 8.10(d)): (iA) that Lender may, at any time between 1 one month and 2 two weeks before such FATCA Application Date, notify the Agent; (iiB) upon the Agent notifying the Borrower, the Commitment of that Lender will be immediately cancelled; and (iiiC) the Borrower shall repay that Lender’s participation in the Loan in accordance with this Clause 8 on the last day of the Interest Period for the Loan occurring after the Agent has notified the Borrower or, if earlier, the last Business Day before the relevant FATCA Application Date.

Mandatory repayment and cancellation of FATCA Protected Lenders. If, If on the date falling 3 six months before the earliest FATCA Application Date for any payment by a party to a Finance Document Party to a FATCA Protected Lender (or to the Facility Agent for the account of that Lender), that Lender is not a FATCA Exempt Party and, in the opinion of that Lender (acting reasonably), that party Party will, as a consequence, be required to make a FATCA Deduction from a payment to that Lender (or to the Facility Agent for the account of that Lender) on or after that FATCA Application Date (a “FATCA Event”): (a) that Lender shallmust, reasonably promptly after that date, notify the Facility Agent of that FATCA Event and the relevant FATCA Application Date;; and (b) if, on the date falling 1 one month before such FATCA Application Date, that FATCA Event is continuing and that Lender has not been repaid or replaced pursuant to Clause 8.10 7.11 (other than by reason Right of that Lender’s failure to comply with its obligations pursuant to Clause 8.10(d)repayment and cancellation): (i) that Lender may, at any time between 1 one month and 2 two weeks before such FATCA Application Date, notify the Facility Agent; (ii) upon the Facility Agent notifying the BorrowerCompany, the Commitment of that Lender will be immediately cancelled; and (iii) the Borrower shall Company must repay that Lender’s participation in the Loan in accordance with this Clause 8 Loans made to the Company on the last day of the Interest Period Term for the each Loan occurring after the Facility Agent has notified the Borrower Company or, if earlier, the last Business Day before the relevant FATCA Application Date.

Mandatory repayment and cancellation of FATCA Protected Lenders. If, If on the date falling 3 six months before the earliest FATCA Application Date for any payment by a party to a Finance Document Party to a FATCA Protected Lender (or to the Agent for the account of that Lender), that Lender is not a FATCA Exempt Party and, in the opinion of that Lender (acting reasonably), that party Party will, as a consequence, be required to make a FATCA Deduction from a payment to that Lender (or to the Agent for the account of that Lender) on or after that FATCA Application Date (a “FATCA Event”): (a) that Lender shall, reasonably promptly after that date, notify the Agent of that FATCA Event and the relevant FATCA Application Date;; and (b) if, on the date falling 1 one month before such FATCA Application Date, that FATCA Event is continuing and that Lender has not been repaid or replaced pursuant to Clause 8.10 7.4 (other than by reason Right of that replacement or repayment and cancellation in relation to a single Lender’s failure to comply with its obligations pursuant to Clause 8.10(d)): (i) that Lender may, at any time between 1 one month and 2 two weeks before such FATCA Application Date, notify the Agent; (ii) upon the Agent notifying the Borrower, the Commitment of that Lender will be immediately cancelled; and (iii) the Borrower shall repay that Lender’s participation in the Loan in accordance with this Clause 8 on the last day of the Interest Period for the Loan occurring after the Agent has notified the Borrower or, if earlier, the last Business Day before the relevant FATCA Application Date.

Mandatory repayment and cancellation of FATCA Protected Lenders. If, If on the date falling 3 six months before the earliest FATCA Application Date for any payment by a party to a Finance Document Party to a FATCA Protected Lender (or to the Agent for the account of that Lender), that Lender is not a FATCA Exempt Party and, in the opinion of that Lender (acting reasonably), that party Party will, as a consequence, be required to make a FATCA Deduction from a payment to that Lender (or to the Agent for the account of that Lender) on or after that FATCA Application Date (a “FATCA Event”): (ai) that Lender shall, reasonably promptly after that date, notify the Agent of that FATCA Event and the relevant FATCA Application Date; (bii) if, on the date falling 1 one month before such FATCA Application Date, that FATCA Event is continuing and that Lender has not been repaid or replaced pursuant to Clause 8.10 (other than by reason of that Lender’s failure to comply with its obligations pursuant to Clause 8.10(d)):: (iA) that Lender may, at any time between 1 one month and 2 two weeks before such FATCA Application Date, notify the Agent; (iiB) upon the Agent notifying the BorrowerBorrowers, the Commitment of that Lender will be immediately cancelled; and (iiiC) the Borrower Borrowers shall repay that Lender’s participation in the Loan in accordance with this Clause 8 Contribution on the last day of the Interest Period for the Loan occurring after the Agent has notified the Borrower Borrowers or, if earlier, the last Business Banking Day before the relevant FATCA Application Date.

Mandatory repayment and cancellation of FATCA Protected Lenders. If, If on the date falling 3 months two weeks before the earliest FATCA Application Date for any payment by a party to a Finance Document Party to a FATCA Protected Lender (or to the Agent for the account of that Lender), that Lender is not a FATCA Exempt Party and, in the opinion of that Lender (acting reasonably), that party Party will, as a consequence, be required to make a FATCA Deduction from a payment payme nt to that Lender (or to the Agent for the account of that Lender) on or after that FATCA Application Date (a “FATCA Event”): (ai) that Lender shall, reasonably promptly after that date, notify the Agent of that FATCA Event and the relevant FATCA Application Date; (bii) if, on the date falling 1 month one week before such FATCA Application Date, that FATCA Event is continuing and that Lender has not been repaid pursuant to Clause 8.4 (Right of cancellation and repayment in relation to a single Lender or Issuing Bank) or replaced pursuant to Clause 8.10 39.5 (Replacement of Lender) (other than by reason of that Lender’s failure to comply with its obligations pursuant to paragraph (a) of Clause 8.10(d39.5 (Replacement of Lender)): (iA) that Lender may, at any time between 1 month one week and 2 weeks before such FATCA Application Date, notify the Agent; (iiB) upon the Agent notifying the BorrowerCompany, the Commitment of that Lender will be immediately cancelled; and (iiiC) the Borrower Company shall repay ensure that Lender’s participation the amount payable by that Lender under the Bank Guarantee is reduced to zero, pay all outstanding fees and interest to that Lender and ensure that the Lender is satisfied that it has no further liability under or in respect of the Loan Bank Guarantee, in accordance with this Clause 8 each case on the last day of the Interest Quarter Period for the Loan occurring after the Agent has notified the Borrower Company or, if earlier, the last Business Day before the relevant FATCA Application Date.

Mandatory repayment and cancellation of FATCA Protected Lenders. If, If on the date falling 3 six months before the earliest FATCA Application Date for any payment by a party to a Finance Document Party to a FATCA Protected Lender (or to the Facility Agent for the account of that Lender), that Lender is not a FATCA Exempt Party and, in the opinion of that Lender (acting reasonably), that party Party will, as a consequence, be required to make a FATCA Deduction from a payment to that Lender (or to the Facility Agent for the account of that Lender) on or after that FATCA Application Date (a “FATCA Event”): (a) that Lender shall, reasonably promptly after that date, notify the Facility Agent of that FATCA Event and the relevant FATCA Application Date; (b) if, on the date falling 1 one month before such FATCA Application Date, that FATCA Event is continuing and that Lender has not been repaid or replaced pursuant to Clause 8.10 8.6 (other than by reason Right of that repayment and cancellation of a single Lender’s failure to comply with its obligations pursuant to Clause 8.10(d)): (i) that Lender may, at any time between 1 one month and 2 two weeks before such FATCA Application Date, notify the Facility Agent;; 0040772-0000066 BT:1030359.12 27 (ii) upon the Facility Agent notifying the BorrowerCompany, the Commitment of that Lender will be immediately cancelled; and (iii) the Borrower Company shall repay that Lender’s 's participation in the Loan in accordance with this Clause 8 Loans on the last day of the Interest Period Term for the each Loan occurring after the Facility Agent has notified the Borrower Company or, if earlier, the last Business Day before the relevant FATCA Application Date.

Mandatory repayment and cancellation of FATCA Protected Lenders. If, (a) If on the date falling 3 six months before the earliest FATCA Application Date for any payment by a any party to a Finance Document this Agreement to a FATCA Protected Lender (or to the Agent for the account of that Lender), that Lender is not a FATCA Exempt Party and, in the opinion of that Lender (acting reasonably), that party will, as a consequence, be required to make a FATCA Deduction from a payment to that Lender (or to the Agent for the account of that Lender) on or after that FATCA Application Date (a “FATCA Event”): (ai) that Lender shall, reasonably promptly after that date, notify the Agent of that FATCA Event and the relevant FATCA Application Date;; and (bii) if, on the date falling 1 one month before such FATCA Application Date, that FATCA Event is continuing and that Lender has not been repaid or replaced pursuant to Clause 8.10 (other than by reason of that Lender’s failure to comply with its obligations pursuant to Clause 8.10(d)):continuing: (iA) that Lender may, at any time between 1 one month and 2 two weeks before such FATCA Application Date, notify the Agent; (iiB) upon the Agent notifying the Borrower, the Commitment of that Lender will be immediately cancelled; and (iiiC) the Borrower shall repay that Lender’s participation in the Loan in accordance with this Clause 8 Contribution on the last day of the Interest Period for applicable to the Loan relevant Tranche or Tranches to be repaid occurring after the Agent has notified the Borrower or, if earlier, the last Business Day before the relevant FATCA Application Date.

Mandatory repayment and cancellation of FATCA Protected Lenders. If, If on the date falling 3 six months before the earliest FATCA Application Date for any payment by a party to a Finance Document Party to a FATCA Protected Lender (or to the Agent for the account of that Lender), that Lender is not a FATCA Exempt Party and, in the opinion of that Lender (acting reasonably), that party Party will, as a consequence, be required to make a FATCA Deduction from a payment to that Lender (or to the Agent for the account of that Lender) on or after that FATCA Application Date (a “FATCA Event”):); (a) that Lender shall, reasonably promptly after that date, notify the Agent of that FATCA Event and the relevant FATCA Application Date; (b) if, on the date falling 1 one month before such FATCA Application Date, that FATCA Event is continuing and that Lender has not been repaid or replaced pursuant to Clause 8.10 (other than by reason of that Lender’s failure to comply with its obligations pursuant to Clause 8.10(d)):continuing: (i) that Lender may, at any time between 1 month and 2 weeks no less than twenty (20) Business Days’ before such FATCA Application Date, notify the Agent; (ii) upon the Agent notifying shall, by no less than seventeen (17) Business Days’ notice, notify the BorrowerBorrower and, the Commitment of that Lender will be immediately cancelledcancelled upon the expiry of that seventeen (17) Business Days’ notice period; and (iii) the Borrower shall repay that Lender’s participation in the Loan in accordance with this Clause 8 made to the Borrower on the last day of the Interest Period for the Loan occurring after the Agent has notified the Borrower or, if earlier, the last Business Day before the relevant FATCA Application Date.

Mandatory repayment and cancellation of FATCA Protected Lenders. If, 7.9.1 If on the date falling 3 three months before the earliest FATCA Application Date for any payment by a party to a Finance Document Party to a FATCA Protected Lender (or to the Agent for the account of that Lender), that Lender is not a FATCA Exempt Party and, in the opinion of that Lender Xxxxxx (acting reasonably), that party Party will, as a consequence, be required to make a FATCA Deduction from a payment to that Lender (or to the Agent for the account of that Lender) on or after that FATCA Application Date (a “FATCA Event”):as (a) that Lender shall, reasonably promptly after that date, notify the Agent of that FATCA Event and the relevant FATCA Application Date; (b) if, on the date falling 1 one month before such FATCA Application Date, that FATCA Event is continuing and that Lender has not been repaid or replaced pursuant to Clause 8.10 clause 7.5 (Right of replacement or cancellation and prepayment in relation to a single Lender / Right of cancellation in relation to a Defaulting Lender) (other than by reason of that LenderXxxxxx’s failure to comply with its obligations pursuant to Clause 8.10(d)clause 7.5.4): (i) that Lender Xxxxxx may, at any time between 1 one month and 2 two weeks before such FATCA Application Date, notify the Agent; (ii) upon the Agent notifying the BorrowerBorrowers, the Commitment of that Lender will be immediately cancelled; and (iii) the Borrower Borrowers shall repay that LenderXxxxxx’s participation in the Loan in accordance with this Clause 8 Advances made to the Borrowers on the last day of the Interest Period for the Loan Advances occurring after the Agent has notified the Borrower Borrowers or, if earlier, the last Business Day before the relevant FATCA Application Date.

Mandatory repayment and cancellation of FATCA Protected Lenders. If, If on the date falling 3 six (6) months before the earliest FATCA Application Date for any payment by a party to a Finance Document Party to a FATCA Protected Lender (or to the Agent for the account of that Lender), that Lender is not a FATCA Exempt Party and, in the opinion of that Lender (acting reasonably), that party Party will, as a consequence, be required to make a FATCA Deduction from a payment to that the Lender (or to the Agent for the account of that Lender) on or after that FATCA Application Date (a “FATCA Event”): (a) that the Lender shall, reasonably promptly after that date, notify the Agent Lender of that FATCA Event and the relevant FATCA Application Date; (b) if, on the date falling 1 one (1) month before such FATCA Application Date, that FATCA Event is continuing and that Lender has not been repaid or replaced pursuant to Clause 8.10 (other than by reason of that Lender’s failure to comply with its obligations pursuant to Clause 8.10(d)):repaid: (i) that Lender may, at any time between 1 one (1) month and 2 two (2) weeks before such FATCA Application Date, notify the AgentBorrower; (ii) upon the Agent Lender notifying the Borrower, the Total Commitment of that the Lender will be immediately cancelled; and (iii) the Borrower shall repay that Lender’s participation in the Loan in accordance with this Clause 8 Advances made to it on the last day of the Interest Period for the Loan each Advance occurring after the Agent Lender has notified the Borrower or, if earlier, the last Business Day before the relevant FATCA Application Date.

Mandatory repayment and cancellation of FATCA Protected Lenders. If, 15.8.1 If on the date falling 3 six (6) months before the earliest FATCA Application Date for any payment by a party to a Finance Document Security Party to a FATCA Protected Lender (or to the Agent for the account of that Lender), that Lender is not a FATCA Exempt Party and, in the opinion of that Lender (acting reasonably), that party Security Party will, as a consequence, be required to make a FATCA Deduction from a payment to that Lender (or to the Agent for the account of that Lender) on or after that FATCA Application Date (a “FATCA Event”): (a) that Lender shall, reasonably promptly after that date, notify the Agent of that FATCA Event and the relevant FATCA Application Date; (b) if, on the date falling 1 one month before such FATCA Application Date, that FATCA Event is continuing and that Lender has not been repaid or replaced pursuant to Clause 8.10 15.7 (Replacement of a Lender) (other than by reason of that Lender’s failure to comply with its obligations pursuant to Clause 8.10(d15.7 (Replacement of a Lender)): (iA) that Lender may, at any time between 1 one month and 2 two weeks before such FATCA Application Date, notify the Agent; (iiB) upon the Agent notifying the Borrower, the Commitment of that Lender will be immediately cancelled; and (iiiC) the Borrower shall repay that Lender’s participation in the Loan in accordance with this Clause 8 on the last day of the Interest Period for the Loan occurring after the Agent has notified the Borrower or, if earlier, the last Business Day before the relevant FATCA Application Date. 15.9 Disenfranchisement of Defaulting Lenders 15.9.1 For so long as a Defaulting Lender has any Commitment under the relevant Tranche, in ascertaining: (a) the Majority Lenders; or (b) whether: (i) any given percentage (including, for the avoidance of doubt, unanimity) of the aggregate of the Commitments under that Tranche; or (ii) the agreement of any specified group of Lenders, has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents, that Defaulting Lender’s Commitment under the relevant Tranche will be reduced by the amount of its participation in that Tranche it has failed to make available and, to the extent that that reduction results in that Defaulting Lender’s Commitment in the relevant Tranche being zero, that Defaulting Lender shall be deemed not to be a Lender for the purposes of (i) and (ii). 15.9.2 For the purposes of this Clause 15.9, the Agent may assume that the following Lenders are Defaulting Lenders: (a) any Lender which has notified the Agent that it has become a Defaulting Lender; (b) any Lender in relation to which it is aware that any of the events or circumstances referred to in (a), (b) or (c) of the definition of “Defaulting Lender” has occurred, unless it has received notice to the contrary from the Lender concerned (together with any supporting evidence reasonably requested by the Agent) or the Agent is otherwise aware that the Lender has ceased to be a Defaulting Lender.

Mandatory repayment and cancellation of FATCA Protected Lenders. If, (a) If on the date falling 3 six months before the earliest FATCA Application Date for any payment by a party to a Finance Document Party to a FATCA Protected Lender (or to the Agent for the account of that Lender), that Lender is not a FATCA Exempt Party and, in the opinion of that Lender (acting reasonably), that party Party will, as a consequence, be required to make a FATCA Deduction from a payment to that Lender (or to the Agent for the account of that Lender) on or after that FATCA Application Date (a “"FATCA Event”"): (ai) that Lender shall, reasonably promptly after that date, notify the Agent of that FATCA Event and the relevant FATCA Application Date; (bii) if, on the date falling 1 one month before such FATCA Application Date, that FATCA Event is continuing and that Lender has not been repaid or replaced pursuant to Clause 8.10 26.19 (other than replacement of Lender by reason of that Lender’s failure to comply with its obligations pursuant to Clause 8.10(d)Borrower): (iA) that Lender may, at any time between 1 one month and 2 two weeks before such FATCA Application Date, notify the Agent; (iiB) upon the Agent notifying the Borrower, the Commitment of that Lender will be immediately cancelled; and (iiiC) the Borrower shall repay that Lender’s 's participation in the Loan in accordance with this Clause 8 made to the Borrower on the last day of the Interest Period for the Loan occurring after the Agent has notified the Borrower Company or, if earlier, the last Business Day before the relevant FATCA Application Date.

Mandatory repayment and cancellation of FATCA Protected Lenders. If, (a) If on the date falling 3 six months before the earliest FATCA Application Date for any payment by a party to a Finance Document Party to a FATCA Protected Lender (or to the Agent for the account of that Lender), that Lender is not a FATCA Exempt Party and, in the opinion of that Lender (acting reasonably), that party Party will, as a consequence, be required to make a FATCA Deduction from a payment to that Lender (or to the Agent for the account of that Lender) on or after that FATCA Application Date (a “FATCA Event”): (ai) that Lender shall, reasonably promptly after that date, notify the Agent of that FATCA Event and the relevant FATCA Application Date; (bii) if, on the date falling 1 one month before such FATCA Application Date, that FATCA Event is continuing and that Lender has not been repaid or replaced pursuant to Clause 8.10 16.5 (Right of replacement or repayment and cancellation in relation to a single Lender) (other than by reason of that Lender’s failure to comply with its obligations pursuant to paragraph (d) of Clause 8.10(d)16.5 (Right of replacement or repayment and cancellation in relation to a single Lender): (iA) that Lender may, at any time between 1 one month and 2 two weeks before such FATCA Application Date, notify the Agent; (iiB) upon the Agent notifying the BorrowerCompany, the Commitment of that Lender will be immediately cancelled; and (iiiC) the each Borrower shall repay that Lender’s participation in the Loan in accordance with this Clause 8 Loans made to that Borrower on the last day of the Interest Period for the each Loan occurring after the Agent has notified the Borrower Company or, if earlier, the last Business Day before the relevant FATCA Application Date.” 13. sub-paragraphs (i) and (ii) of Clause 20.2(a) (Utilisation Fees) shall be renumbered (ii) and (iii) respectively and a new sub-paragraph (i) shall be inserted before sub-paragraph (ii) thereof as follows: “(i) 0.075 per cent. per annum on the aggregate Base Currency Amount of the Utilisations hereunder for each day on which such amount is greater than 0 per cent. but less than or equal to 33.33 per cent. of the Total Commitments;” 14. the definition of “Tax Deduction” at Clause 21.1 (Definitions) shall be amended by inserting: “, other than a FATCA Deduction” after “Finance Document” in the last line of that paragraph; 15. the following shall be inserted as a new paragraph (b)(ii)(D) after paragraph (b)(ii)(C) of Clause 21.3 (Tax indemnity):