Prepayment and Cancellation. 29 10. Interest........................................................ 31 11. Terms........................................................... 33 12.
Prepayment and Cancellation. 8.1 Mandatory prepayment - illegality
(a) If at any time:
(i) it is necessary under the laws and constitution of the Republic:
(A) in order to enable any Lender to enforce its rights under the Finance Documents; or
(B) by reason only of the execution, delivery and performance of this Agreement by any Lender, that any Lender should be licensed, qualified or otherwise entitled to carry on business in the Republic;
(ii) a Lender is or will be deemed to be resident, domiciled or carrying on business in or subject to the laws of the Republic by reason only of the execution, delivery, performance and/or enforcement of any Finance Document;
(iii) in any proceedings taken in the Republic in respect of any Finance Document or for the enforcement of any Finance Document, the choice of English law as the governing law of the Finance Document will not be recognised; or
(iv) it is or becomes unlawful in any applicable jurisdiction for a Lender to give effect to any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan, and the occurrence of any of the foregoing causes a Lender (acting reasonably) to believe it is materially prejudiced thereby then:
(I) the relevant Lender must notify the Company (through the Facility Agent) accordingly; and
(II) the Company shall prepay that Lender's participation in all the Loans on the date specified in paragraph (b) of this Clause 8.1, together with all other amounts payable by it to that Lender under the Finance Documents and the Commitment of that Lender shall forthwith be reduced to zero, except that paragraphs (i) and (ii) of this Clause 8.1 do not apply to any Lender acting through its Facility Office or having a permanently established office or branch in the Republic.
(b) The date for repayment or prepayment of a Lender's share in a Loan will be:
(i) the last day of the current Term of that Loan; or
(ii) if earlier, the date specified by the Lender in the notification under paragraph (a)(iv)(I) of this Clause 8.1 and which must not be earlier than the last day of any applicable grace period allowed by law.
Prepayment and Cancellation. 32 8. INTEREST................................................................................................................................................................. 36 9.
Prepayment and Cancellation. 10.1 Mandatory prepayment — illegality
(a) A Lender must notify the Facility Agent promptly if it becomes aware that it is unlawful in any applicable jurisdiction for that Lender to perform any of its obligations under a Finance Document or to fund or maintain its share in any Loan.
(b) After notification under paragraph (a) above the Facility Agent must notify the Company promptly that:
(i) each Borrower must repay or prepay the share of that Lender in each Loan made to it on the date specified in paragraph (c) below; and
(ii) the Commitment of that Lender will be immediately cancelled.
(c) The date for repayment or prepayment of a Lender’s share in a Loan will be:
(i) the last day of the current Term of that Loan; or
(ii) if earlier, the date specified by the Lender in the notification under paragraph (a) above and which must not be earlier than the last day of any applicable grace period allowed by law.
Prepayment and Cancellation. 26 10. Interest.............................................................29 11. Payments.............................................................30 12. Taxes................................................................33 13.
Prepayment and Cancellation. 12 8. INTEREST....................................... 14 9.
Prepayment and Cancellation. 11.1 Mandatory prepayment - illegality
(a) A Lender must notify the Company promptly if it becomes aware that it is unlawful in any applicable jurisdiction for that Lender to perform any of its obligations under a Senior Finance Document or to fund or maintain its share in any Credit.
(b) After notification under paragraph (a) above and subject to the Borrower’s right to replace such Lender pursuant to Clause 17.2(a)(iii) (Replacement of Lender):
(i) each Borrower must repay or prepay the share of that Lender in each Credit utilised by it on the date specified in paragraph (c) below; and
(ii) the Commitments of that Lender will be immediately cancelled.
(c) The date for repayment or prepayment of a Lender’s share in a Credit will be:
(i) the last day of the current Term for that Credit following receipt by the Company of notice from the Lender under paragraph (a) above; or
(ii) if later, the latest date allowed by the relevant law.
11.2 Mandatory prepayment - change of control/ownership
(a) If:
(i) there is a Change of Control (as defined below); or
(ii) all or substantially all of the assets or business of the Group are sold, the Parent must promptly notify the Facility Agent.
(b) After notification under paragraph 11.2(a)(i) or (ii) above the Facility Agent must, unless the Majority Lenders otherwise require, by notice to the Company:
(i) cancel the Total Commitments; and/or
(ii) declare all outstanding Credits, together with accrued interest and all other amounts accrued under the Senior Finance Documents, to be immediately due and payable. Any such notice will take effect in accordance with its terms.
(c) In paragraph (a) above and Clause 11.3 below:
Prepayment and Cancellation. (a) The Borrowers may at any time prepay, in whole or in part, Borrowings outstanding under the Facilities and thereby reduce or cancel, as the case may be, corresponding Commitments by the amount of such prepayment upon giving the Canadian Agent and/or the U.S. Agent, as the case may be, at least 3 Business Days’ prior written notice, in the case of the Canadian Facilities, in minimum amounts of Cdn.$10,000,000 and multiples of Cdn. $1,000,000 thereafter (or the Equivalent Amount thereof in U.S.$) and in the case of the U.S. Facilities, in minimum amounts of U.S. $10,000,000 and multiples of U.S. $1,000,000 thereafter. Any such prepayment of Borrowings outstanding under the Facilities shall be applied against reductions of Commitments and related repayment instalments required to be made under Section 3.11 in inverse order of maturity For greater certainty repayments made under a Revolving Facility or a Swingline Facility pursuant to Section 2.2 do not constitute prepayments under this Section 6.1.
(b) The Borrowers may, at any time, reduce or cancel any unused portion of the Commitments, provided that to the extent any such reduction shall cause any Borrowings outstanding to exceed the Commitments so reduced or cancelled such Borrowers shall prepay any such excess in accordance with paragraph (a) above.
(c) Any prepayment and reduction or cancellation relating to Bankers’ Acceptances, or Libor Loans shall be made subject to the Borrowers’ obligations under Section 7.4.
(d) Any such prepayment and reduction shall reduce the Commitments of the Lenders pro rata according to their respective Participations.
Prepayment and Cancellation. 8.1 Mandatory prepayment—illegality
(a) A Lender must notify the Company promptly if it becomes aware that it is unlawful under any applicable law in any relevant jurisdiction for that Lender to perform any of its obligations under a Finance Document or to fund or maintain its share in any Loan.
(b) After notification under paragraph (a) above:
(i) the Company must repay or prepay the share of that Lender in each Loan made to it on the date specified in paragraph (c) below; and
(ii) the Commitment of that Lender will be immediately cancelled.
(c) The date for repayment or prepayment of a Lender's share in a Loan will be:
(i) the last day of the current Term of that Loan; or
(ii) if earlier, the date specified by the Lender in the notification under paragraph (a) above and which must not be earlier than the last day of any applicable grace period allowed by law.
Prepayment and Cancellation. 32 12. PAYMENTS .................................................................. 38 13. TAXES ..................................................................... 40 14.
