Common use of Prepayment and Cancellation Clause in Contracts

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. 8.1 9.1 Mandatory prepayment Prepayment - illegality (a) If at any time: (i) A Lender must notify the Company through the Facility Agent promptly if it becomes aware that 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 that Lender to give effect to perform any of its obligations as contemplated by this Agreement under a Finance Document or to fund or maintain its participation share in any Loan, and the occurrence of any of the foregoing causes a Lender . (acting reasonablyb) to believe it is materially prejudiced thereby thenAfter notification under paragraph (a) above: (Ii) each Borrower must prepay the relevant share of that Lender must notify the Company (through the Facility Agent) accordingly; and (II) the Company shall prepay that Lender's participation in all the Loans each Loan made to it on the date specified in paragraph (bc) of this Clause 8.1, together with all other amounts payable by it to that Lender under below; and (ii) the Finance Documents and the Commitment Commitments of that Lender shall forthwith will 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 Republicimmediately cancelled. (bc) The date for repayment or prepayment of a Lender's share in a Loan will be: (i) no later than the last day fifth Business Day following receipt by the Company of notice from the current Term of that LoanLender under paragraph (a) above; or (ii) if earlierlater, the latest date specified allowed by the Lender in relevant law. 9.2 Mandatory prepayment - capital market issues (a) Each Obligor must apply the notification net proceeds of any capital market issue of securities made by it or on its behalf after the date of this Agreement towards prepayment of the Loans. (b) Any prepayment under paragraph (a)(iv)(Ia) will be made on the last day(s) of this the then current Terms of the Loans. (c) The amount of the Total Commitments will be reduced by an amount equal to the prepayment. 9.3 Mandatory prepayment and cancellation in relation to a single borrower. If it becomes unlawful for a Borrower to perform its obligations under Clause 8.1 13.2 (Tax gross-up) or under an equivalent provision of any Finance Document (the "Relevant Obligations"): (a) the Company must notify the Facility Agent promptly upon becoming aware of that event; (b) the Facility Agent must promptly notify the Lenders; (c) the relevant Borrower must repay the Loans made to it, together with all accrued interest on those Loans and which must not be all other amounts payable by that Borrower under the Finance Documents on the earlier than of: (i) the last day of the then current Term of each Loan made to that Borrower; and (ii) the last day of any applicable grace period allowed permitted by law; and (d) for so long as it remains unlawful for that Borrower to perform the Relevant Obligations, the relevant Borrower will not be entitled to borrow any further Loans.

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) 18.1 Illegality in order relation 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) Issuing Bank If it is or becomes unlawful in any applicable jurisdiction for a Lender or the Issuing Bank to give effect to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan, and the occurrence Utilisation or to issue or leave outstanding any Letter of any of the foregoing causes a Lender (acting reasonably) to believe it is materially prejudiced thereby thenCredit or Bank Guarantee: (Ia) that Lender or the relevant Lender must Issuing Bank shall promptly notify the Company (through the Facility Agent) accordingly; andAgent upon becoming aware of that event; (II) the Company shall prepay that Lender's participation in all the Loans on the date specified in paragraph (b) of this Clause 8.1upon the Agent notifying the Company, together with all other amounts payable by it to that Lender under the Finance Documents and the Commitment of that Lender will be immediately cancelled and the Issuing Bank shall forthwith not be reduced obliged to zero, except issue any Letter of Credit or Bank Guarantee; (c) each Borrower shall repay 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 Lender’s participation in the Republic. (b) The date for repayment or prepayment of a Lender's share in a Loan will be: (i) Utilisations made to that Borrower on the last day of the current Term of that Loan; Interest Period for each Utilisation occurring after the Agent has notified the Company or (ii) , if earlier, the date specified by the Lender in the notification under paragraph notice delivered to the Agent (a)(iv)(I) of this Clause 8.1 and which must not be being no earlier than the last day of any applicable grace period allowed permitted by law); and (d) if the unlawfulness relates to the Issuing Bank and no other Lender has agreed to be an Issuing Bank pursuant to the terms of this Agreement, upon the Agent notifying the Company, Facility B shall cease to be available for the issue of Letters of Credit or Bank Guarantees and the Company shall procure that each of the relevant Borrowers shall use its best endeavours to procure the release of each Letter of Credit or Bank Guarantee issued by that Issuing Bank and outstanding at such time. 18.2 Illegality in relation to an Ancillary Lender If it becomes unlawful in any applicable jurisdiction for an Ancillary Lender to perform any of its obligations as contemplated by this Agreement or any Ancillary Facility Document or to fund or maintain its participation in any utilisation under any Ancillary Facility: (a) that Ancillary Lender shall promptly notify the Agent upon becoming aware of that event; (b) upon the Agent notifying the Company: (i) the Ancillary Commitment of that Ancillary Lender will be immediately cancelled; and (ii) each Borrower shall use its best endeavours to procure the release of any outstanding letter of credit, guarantee or other instrument issued by that Ancillary Lender in respect of that Borrower under each Ancillary Facility made available by that Ancillary Lender and repay all amounts, if any, payable under each such Ancillary Facility on the earlier of the next date on which any payment or repayment is due under that facility occurring after the Agent has notified the Company or the date specified by the Ancillary Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law).

Prepayment and Cancellation. 8.1 Mandatory prepayment - illegality Illegality If (a) If at in any time: (i) applicable jurisdiction, it is necessary under the laws and constitution of the Republic: (A) in order to enable becomes unlawful for 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 perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan, and the occurrence Loan or it becomes unlawful for any Affiliate of any of the foregoing causes a Lender (acting reasonably) for that Lender 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 do so, or (b) if a member of this Clause 8.1, together with all other amounts payable by it to the Group becomes a Sanctioned Person: (i) that Lender under shall (or in the Finance Documents and case of (b) above, that Lender may) promptly notify the Agent upon becoming aware of that event; (ii) upon the Agent notifying the Company, each Available Commitment of that Lender shall forthwith be reduced to zero, except that paragraphs will (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. case of (b) The date for repayment or prepayment of above, only if the relevant Lender so specifies in a notice to the Agent) be immediately cancelled; and (iii) to the extent that the Lender's share participation has not been transferred pursuant to paragraph (d) of Clause 8.7 (Right of replacement or repayment and cancellation in relation to a single Lender), each Borrower shall (in the case of (b) above, only if the relevant Lender so specifies in a Loan will be: (inotice to the Agent) repay that Xxxxxx's participation in the Loans made to that Borrower on the last day of the current Term of that Loan; Interest Period for each Loan occurring after the Agent has notified the Company or (ii) , if earlier, the date specified by the Lender in the notification under paragraph notice delivered to the Agent (a)(iv)(I) of this Clause 8.1 and which must not be being no earlier than the last day of any applicable grace period allowed permitted by law) and that Xxxxxx's corresponding Commitment(s) shall be cancelled in the amount of the participations repaid. 8.2 Change of control (a) If any person or group of persons acting in concert gains control of the Company: (i) the Company shall promptly notify the Agent upon becoming aware of that event and the Agent shall then promptly notify the Lenders, with a copy to the Company, of that event; (ii) a Lender shall not be obliged to fund a Utilisation (except for a Rollover Loan); and (iii) if a Lender so requires and notifies the Agent within 15 Business Days of the Agent notifying that Lender of the event, the Agent shall, by not less than 30 Business Days' notice to the Company, cancel the Commitment of that Xxxxxx and declare the participation of that Lender in all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Commitment of that Lender will be cancelled and all such outstanding Loans and amounts will become immediately due and payable.

Prepayment and Cancellation. 8.1 11.1 Mandatory prepayment - illegality (a) If at any time: (i) A Lender must notify the Company promptly if it becomes aware that 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 that Lender to give effect to perform any of its obligations as contemplated by this Agreement under a Senior Finance Document or to fund or maintain its participation share in any Loan, and the occurrence of any of the foregoing causes a Lender (acting reasonably) to believe it is materially prejudiced thereby then:Credit. (Ib) After notification under paragraph (a) above and subject to the relevant Borrower’s right to replace such Lender must notify the Company pursuant to Clause 17.2(a)(iii) (through the Facility Agent) accordingly; andReplacement of Lender): (IIi) each Borrower must repay or prepay the Company shall prepay share of that Lender's participation Lender in all the Loans each Credit utilised by it on the date specified in paragraph (bc) of this Clause 8.1, together with all other amounts payable by it to that Lender under below; and (ii) the Finance Documents and the Commitment Commitments of that Lender shall forthwith will 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 Republicimmediately cancelled. (bc) The date for repayment or prepayment of a Lender's ’s share in a Loan Credit will be: (i) the last day of the current Term for that Credit following receipt by the Company of that Loannotice from the Lender under paragraph (a) above; or (ii) if earlierlater, the latest date specified allowed by the Lender in relevant law. 11.2 Mandatory prepayment - change of control/ownership (a) If: (i) there is a Change of Control (as defined below) at any time prior to an IPO; 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 (a)(iv)(Iii) 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) If there is a Change of this Control at any time after an IPO the Parent must notify the Facility Agent promptly upon becoming aware of such Change of Control and the Facility Agent may, if so instructed by the Majority Lenders, give the Company no less than 120 days’ written notice to: (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. (d) In paragraph (a) and (c) above and Clause 8.1 and which must not be earlier than the last day of any applicable grace period allowed by law.11.3 below:

Prepayment and Cancellation. 8.1 6.1 Mandatory prepayment - illegality (a) If at any time: (i) it is necessary under becomes, or to the laws and constitution knowledge of the Republic: (A) in order to enable any Lender is to enforce its rights under the Finance Documents; or (B) by reason only of the executionbecome, delivery and performance of this Agreement by any Lender, that any Lender should be licensed, qualified unlawful or otherwise entitled to carry on business in the Republic; prohibited (ii) a Lender is whether temporarily 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; (iiipermanently) 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 perform any of its obligations as contemplated by this Agreement a Finance Document or to fund or maintain its participation share in one or more of the Loans, or to exercise any Loanof its material rights under the Finance Documents, that Lender shall notify the Facility Agent and the occurrence of Owner (any of the foregoing causes such event being a Lender (acting reasonably) to believe it is materially prejudiced thereby then:Event). (Ib) After notification under paragraph (a) above (and subject always to satisfactory alternate arrangements being put into place in accordance with paragraph (d) below): (i) the Owner must repay or prepay the share of that Lender in 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 Loan or Loans on the date specified in paragraph (bc) of this Clause 8.1, together with all other amounts payable by it to that Lender under below; and (ii) the Finance Documents and the Commitment Commitments of that Lender shall forthwith will 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 Republicimmediately cancelled. (bc) 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 that Lender in the notification notice delivered to the Owner under paragraph (a)(iv)(Ia) of this Clause 8.1 and which must not be above (being no earlier than the last day of any applicable grace period allowed permitted by lawApplicable Law). (d) If, prior to the occurrence of a Lender Event, a Lender receives notice or becomes aware that a Lender Event will occur, that Lender and the Owner shall enter into discussions in good faith for a period of twenty (20) days (or such shorter period, if any, as may be available prior to the Lender Event taking effect) (the Lender Consultation Period) with a view to agreeing how the effects of the Lender Event can be avoided or mitigated so that alternative legal, valid and binding obligations, in form and substance satisfactory to that Lender and the Owner, are put in place. If that Lender and the Owner cannot agree and complete such arrangements prior to the end of the Lender Consultation Period, the Owner shall be obliged to immediately prepay the share of that Lender in the Loan on the date specified in paragraph (c) above.

Prepayment and Cancellation. 8.1 9.1 Mandatory prepayment - prepayment—illegality (a) If at any time: (i) A Lender must notify the Company promptly if it becomes aware that 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 that Lender to give effect to perform any of its obligations as contemplated by this Agreement under a Finance Document or to fund or maintain its participation share in any Loan, and the occurrence of any of the foregoing causes a Lender Utilisation. (acting reasonablyb) to believe it is materially prejudiced thereby thenAfter notification under paragraph (a) above: (Ii) each Borrower must repay or prepay the relevant share of that Lender must notify the Company (through the Facility Agent) accordingly; and (II) the Company shall prepay that Lender's participation in all the Loans each Loan made to it on the date specified in paragraph (bc) below; (ii) the obligation of this Clause 8.1, together with all other amounts payable by it to that Lender under to fund or maintain its share in any Guarantee will be cancelled provided that the Finance Documents and relevant Issuing Bank receives cash cover from the relevant Borrower for the same amount; (iii) the Commitment of that Lender shall forthwith will 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 Republicimmediately cancelled. (bc) The date for repayment or prepayment of a Lender's ’s share in a Loan Utilisation will be: (i) the last day of the current Term of that LoanUtilisation; or (ii) if earlier, the date specified by the Lender in the notification under paragraph (a)(iv)(Ia) of this Clause 8.1 above and which must not be earlier than the last day of any applicable grace period allowed by law. 9.2 Mandatory prepayment—Prepayment Event (a) The Company will notify the Facility Agent promptly upon the occurrence of a Prepayment Event. Upon being notified by the Company of a Prepayment Event, the Facility Agent shall promptly inform each Lender. (b) Upon and at any time after having received notice of a Prepayment Event from the Facility Agent, each Lender, acting through the Facility Agent, may serve a notice of mandatory prepayment and cancellation on the Company and: (i) on the date of the notice the Commitment of such Lender shall be cancelled; and (ii) on the date falling 30 Business Days after the date of service of such notice the relevant Borrower shall prepay all participations of that Lender in the Utilisations or in the case of a Utilisation by way of a Guarantee, provide cash cover in an amount equal to that Lender’s participation in that Guarantee, in each case, issued for the account of or made to it in full together with any other amounts then due in connection with such participations. (c) If the Company seeks the consent of the Lenders to a proposed Permitted Reorganisation, no Lender will unreasonably delay in informing the Facility Agent whether it consents to such proposed Permitted Reorganisation. 9.3 Mandatory Prepayment—disposals, equity and capital market issues (a) (i) Prior to the Term Date, the provisions of clause 7.2 (Disposals, equity and capital market issues) of the Secured Co-ordination Agreement shall apply equally in prepayment and/or cancellation of the principal amount of the Facilities under this Agreement as such provisions apply to a prepayment of a Refinanced Facility (as defined in the Secured Co-ordination Agreement) as if set out herein in full mutatis mutandis;

Prepayment and Cancellation. 8.1 10.1 Mandatory prepayment - illegality (a) If at any time: A Lender (ior the Fronting Bank, as the case may be) must notify the Company promptly if it becomes aware that 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 that Lender (or the Fronting Bank, as the case may be) to give effect to perform any of its obligations as contemplated by this Agreement under a Finance Document or to fund or maintain its participation share in any Loan(or, and in the occurrence of any case of the foregoing causes a Lender Fronting Bank, to issue or leave outstanding) any Credit. (acting reasonablyb) to believe it is materially prejudiced thereby thenAfter notification under paragraph (a) above: (Ii) each Borrower must repay or prepay the relevant share of that Lender must notify in (or, in the Company (through case of the Facility AgentFronting Bank, the whole of) accordingly; and (II) the Company shall prepay that Lender's participation in all the Loans each Credit utilised by it on the date specified in paragraph (bc) of this Clause 8.1, together with all other amounts payable by it to that Lender under below; and (ii) the Finance Documents and the Commitment Commitments of that Lender will be immediately cancelled (or, as the case may be, the Fronting Bank shall forthwith not be reduced obliged to zero, except issue any Documentary Credit and each Borrower must use its best endeavours to procure the release of each of the Documentary Credits issued at its request and outstanding at 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 Republictime). (bc) The date for repayment or prepayment of a Lender's ’s share in (or, in the case of the Fronting Bank, the whole of) a Loan Credit will be: (i) the last day Business Day following receipt by the Company of notice from the current Term of that LoanLender under paragraph (a) above; or (ii) if earlierlater, the latest date specified allowed by the Lender relevant law. 10.2 Mandatory prepayment - change of control (a) If at any time, any person or group of persons acting in concert (and/or their Affiliates, limited partnerships or vehicles or funds which are under their control) acquires control of the notification Company (other than any person who had control as at the Refinancing Date), then, if the Majority Lenders so require, the Facility Agent must, by notice to the Company: (i) cancel the Total Commitments; and (ii) declare all outstanding Credits, together with accrued interest and all other amounts accrued under the Finance Documents, to be immediately due and payable. Any such notice will take effect in accordance with its terms. (b) In paragraph (a)(iv)(Ia) of this Clause 8.1 and which must not be earlier than the last day of any applicable grace period allowed by law.above:

Prepayment and Cancellation. 8.1 Mandatory prepayment - illegality (a) Illegality 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 perform 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: (Ia) that Lender shall promptly notify the Facility Agent upon becoming aware of that event; (b) upon the Facility Agent notifying the relevant Obligor, the Commitment of that Lender must notify the Company (through the Facility Agent) accordinglywill be immediately cancelled; and (IIc) the Company each Borrower shall prepay repay 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 made 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) Borrower on the last day of the current Term of that Loan; Interest Period for each Loan occurring after the Facility Agent has notified the relevant Obligor or (ii) , if earlier, the date specified by the Lender in the notification under paragraph notice delivered to the Facility Agent (a)(iv)(I) of this Clause 8.1 and which must not be being no earlier than the last day of any applicable grace period allowed permitted by lawApplicable Law). 8.2 Mandatory prepayment During the period commencing on the date of this Agreement and ending at such time as at which an aggregate amount (aggregating amounts or their equivalents which are, in relation to each respective prepayment made pursuant to this Clause 8.2, determined by reference to the date on which such prepayment is actually received by the Lenders) equivalent to twenty five million dollars (USD 25,000,000) of the aggregate amount of the Facility A Loans (outstanding following the making of the Facility A Loans pursuant to this Agreement) has been pre-paid, the Obligors shall procure and ensure that, within fifteen (15) days of the publication of each 10K Document (commencing with the 10K Document in respect of the financial year ending 31 December 2000), at least fifty per cent. (50%) of the Group's Excess Cashflow in each such financial year to which each such 10K Document relates, is applied towards prepayment of the Facility A Loans. Provided that for the avoidance of doubt, such amount(s) so repaid will be applied proportionately between the Facility A Loans denominated in euro and any Facility A Loans denominated in HUF, in each case by reference to the amounts of such Facility A Loans, converted into the Base Currency at the Security Agent's Spot Rate of Exchange on the date of such mandatory prepayment. Repayments made pursuant to this Clause 8.2 shall be made in inverse order of maturity.

Prepayment and Cancellation. 8.1 14.1 Mandatory prepayment and cancellation - illegality (a) If at any time: (i) A Lender must notify the Company promptly if it becomes aware that 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 that Lender to give effect to perform any of its obligations as contemplated by this Agreement under a Finance Document or to fund or maintain its participation share in any Loan, and the occurrence of any of the foregoing causes a Lender . (acting reasonablyb) to believe it is materially prejudiced thereby thenAfter notification under paragraph (a) above: (I) the relevant Lender must notify the Company (through the Facility Agent) accordingly; and (IIi) the Company shall must repay or prepay the share of that Lender's participation Lender in all the Loans each Loan made to it on the date specified in paragraph (bc) of this Clause 8.1, together with all other amounts payable by it to that Lender under below; and (ii) the Finance Documents and the Commitment Commitments of that Lender shall forthwith will 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 Republicimmediately cancelled. (bc) The date for repayment or prepayment of a Lender's ’s share in a Loan will be: (i) the Business Day 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, but in any event no later than the last day of the current Term of that Loan. 14.2 Mandatory prepayment - disposals (a) If any member of the Group disposes of any assets (including shares) to an entity that is not a member of the Group the net proceeds of any such disposal (not being a disposal permitted by paragraphs (b)(i) and (ii) of Clause 17.6 (Disposals)) shall, if in excess of €250,000,000 (or its equivalent in other currencies) in aggregate during the life of the Facilities and in excess of €100,000,000 individually be applied in prepayment of the Facilities in accordance with Clause 7.9 (Application of prepayments). Any such prepayment shall be on the earlier of the last day of the then current Term that is next to expire and the day falling 30 days after the said proceeds were received. (b) No prepayment will be made pursuant to paragraph (a) of this Clause: (i) unless the Bridge Discharge Date has occurred; or (ii) if earlierusing those proceeds which have been used to prepay or, the date specified by the Lender where relevant, have triggered a corresponding cancellation in the notification under paragraph Bridge Facility following which the Bridge Discharge Date occurred. 14.3 Mandatory prepayment - receipts (a)(iv)(Ia) If any member of this Clause 8.1 and which must the Group receives net proceeds from any public or private bond or any issue, sale or public offering of any debt or equity security (including any preference share), any convertible instrument, hybrid instrument issued by any member of the Group (Net Proceeds) that are not Excluded Proceeds (as defined below) , then it shall procure that any such Net Proceeds are applied in repayment of the Facilities. Such prepayment shall be made on the earlier than of the last day of the then current Term that is next to expire and the day falling 30 days after the Net Proceeds were received. Excluded Proceeds are Net Proceeds: (i) resulting from an asset-backed securitisation only to the extent that the outstandings thereunder at such time when aggregated with those from any applicable grace period allowed other such asset-backed securitisation do not exceed €500,000,000 (or its equivalent in other currencies); (ii) resulting from a commercial paper programme; (iii) received by lawa member of the Group not incorporated in or otherwise organised in any country in western Europe or the United States of America and which are applied by such entity towards meeting its domestic payment obligations or expenses or, as the case may be, such obligations or expenses of other members of the Group incorporated in or otherwise organised in such country; or (iv) resulting from the Company´s Medium Term Notes programme in existence as at the date of this Agreement or any replacement thereof provided that (A) the maturity of each note (each a Short Term Note) the proceeds of which are taken into account for the purpose of this paragraph was not greater than one year from its date of issue; and (B) only to the extent that the aggregate outstandings thereunder at such time do not exceed €250,000,000 (or its equivalent in other currencies)above the aggregate amount of Short Term Notes (if any) in existence as at the date of this Agreement. (b) No prepayment maybe made pursuant to paragraph (a) of this Clause: (i) unless the Bridge Discharge Date has occurred; or (ii) using those proceeds which have been used to prepay or, where relevant, have triggered a corresponding cancellation in the Bridge Facility following which the Bridge Discharge Date occurred.

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 ’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 ’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. 8.1 Mandatory prepayment - illegality (a) Illegality 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 (other than by reason of Sanctions) for a the Lender to give effect to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in the Loan or it becomes unlawful for any LoanAffiliate of the Lender for the Lender to do so: the Lender shall promptly notify the Borrower upon becoming aware of that event; upon the Lender notifying the Borrower, the availability of the Loan will be immediately cancelled; and the occurrence of any of Borrower shall repay 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 Loan 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; Interest Period or (ii) , if earlier, the date specified by the Lender in the notification under paragraph notice delivered to the Borrower (a)(iv)(I) of this Clause 8.1 and which must not be being no earlier than the last day of any applicable grace period allowed permitted by law.). Voluntary cancellation The Borrower may, if it gives the Lender not less than 14 Business Days' (or such shorter period as the Lender may agree) prior notice, cancel the whole or any part (being a minimum amount of $200,000) of the undrawn amount of the Loan. Voluntary prepayment of Loan The Borrower may prepay the whole or any part of the Loan freely and without penalty on the final day of an Interest Period (but, if in part, being an amount that reduces the Loan by an amount which is an integral multiple of $200,000 subject as follows: it gives the Lender not less than five Business Days' (or such shorter period as the Lender may agree) prior notice; the Loan may only be prepaid after the last day of the Availability Period; and any prepayment under this Clause 7.3 shall satisfy the obligations under Clause 6.1 (Repayment of Loan) by reducing the amount of the repayment instalments on a pro rata basis including the Balloon. Right of cancellation and prepayment If: any sum payable to the Lender by the Borrower is required to be increased under Clause 12.2.2 (Tax gross-up); or the Lender claims indemnification from the Borrower under Clause 12.3 (Tax indemnity) or Clause 13.1 (Increased costs), the Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Lender notice of cancellation of the Loan and its intention to procure the repayment of the Loan. On the last day of the Interest Period which ends after the Borrower has given notice under Clause 7.4.1 (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay the Loan together with all interest and other amounts accrued under the Finance Documents. Mandatory prepayment on sale or Total Loss If the Vessel is sold by the Borrower or becomes a Total Loss, the Borrower shall, simultaneously with any such sale or on the earlier of the date falling one hundred and twenty (120) days after any such Total Loss and the date on which the proceeds of any such Total Loss are realised, prepay the whole of the Loan. Mandatory prepayment on change of ownership of Guarantor

Prepayment and Cancellation. 8.1 Mandatory prepayment - illegality (a) If at any time: (i) A Lender must notify the Company promptly if it becomes aware that 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 that Lender to give effect to perform any of its obligations as contemplated by this Agreement under a Finance Document or to fund or maintain its participation share in any Loan, and the occurrence of any of the foregoing causes a Lender . (acting reasonablyb) to believe it is materially prejudiced thereby thenAfter notification under paragraph (a) above: (I) the relevant Lender must notify the Company (through the Facility Agent) accordingly; and (IIi) the Company shall must repay or prepay the share of that Lender's participation Lender in all the Loans each Loan made to it on the date specified in paragraph (bc) of this Clause 8.1, together with all other amounts payable by it to that Lender under the Finance Documents and below; and (ii) the Commitment of that Lender shall forthwith will 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 Republicimmediately cancelled. (bc) 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)(Ia) of this Clause 8.1 above and which must not be earlier than the last day of any applicable grace period allowed by law. (d) In the event that repayment or prepayment of a Lender's share in a Loan is made in accordance with paragraph (b) above, any applicable Break Costs shall be apportioned as follows: (i) one-half to be paid by the Company; and (ii) one-half to be borne by the Lender requiring repayment or prepayment in accordance with this Subclause. 8.2 Mandatory prepayment - tax gross up illegal (a) The Company must promptly notify the Facility Agent if it becomes unlawful for any Obligor to perform any of its obligations under Clause 12.2(c) (Tax gross-up). (b) After notification under paragraph (a) above: (i) the Commitments of that Lender will be immediately cancelled; and (ii) the Company must repay or prepay that Lender's share in each Loan made to it on the date specified in paragraph (c) below. (c) The date for repayment of a Lender's share in a Loan will be the last day of the Term applicable to that Loan which ends after the Company has given notice under paragraph (a). (d) Notwithstanding any other term of this Agreement, the circumstances giving rise to notification by the Company under paragraph (a) above will not constitute an Event of Default.

Prepayment and Cancellation. 8.1 Mandatory prepayment - illegality (a) If 9.1 ILLEGALITY 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 or Fronting Bank to give effect to perform any of its obligations as contemplated by this Agreement or to fund fund, issue or maintain its participation participate in any Loan, and the occurrence Letter of any of the foregoing causes a Lender (acting reasonably) to believe it is materially prejudiced thereby thenCredit or Bank Guarantee: (Ia) the relevant that Lender must shall promptly notify the Company (through the Facility Agent) accordingly; andAgent upon becoming aware of that event; (II) the Company shall prepay that Lender's participation in all the Loans on the date specified in paragraph (b) of this Clause 8.1upon the Agent notifying the Obligor's Agent, together with all other amounts payable by it to that Lender under the Finance Documents and the Commitment of that Lender shall forthwith will 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.immediately cancelled; (bc) The date for repayment or prepayment of a Lender's share in a Loan will be: (i) each Borrower shall, on the last day of the current Interest Period for each Loan or Term for each Letter of that Loan; Credit or Bank Guarantee occurring after the Agent has notified the Obligor's Agent or (ii) , if earlier, the date specified by the Lender or Fronting Bank in the notification under paragraph notice delivered to the Agent (a)(iv)(I) of this Clause 8.1 and which must not be being no earlier than the last day of any applicable grace period allowed permitted by law): (i) repay that Lender's participation in the Loans made to it; and (ii) ensure that the liabilities of that Lender or Fronting Bank under or in respect of each Letter of Credit and Bank Guarantee issued at the request of such Borrower are reduced to zero or otherwise secured by providing Cash Collateral in an amount equal to such Lender's L/C Proportion of those Letters of Credit, Guarantee Proportion of those Bank Guarantees or, as the case may be, that Fronting Bank's maximum actual and contingent liabilities under those Letter of Credit and Bank Guarantees in the currency or currencies of those Letters of Credit and Bank Guarantees. 9.2 CHANGE OF CONTROL If after the Closing Date there is a Change of Control: (a) the Obligor's Agent shall promptly notify the Agent upon becoming aware of that event; and (b) the Obligor's Agent shall procure that the Outstandings are immediately and permanently prepaid in full and the Facilities immediately cancelled, PROVIDED THAT: (1) if the Company ceases to own 100% of the issued share capital of Newco 2 as a result of, and on the terms of, the transactions expressly contemplated by the Business Combination Agreement relating to the transfer of 66?% of the shares in Newco 2 to Xxxxxxx Xxxxx 0, for a period no longer than 90 days (the "POSTPONED CONTROL PERIOD") then during the Postponed Control Period only the Company shall not be regarded for the purposes of the definition of Change of Control in Clause 1.1 (DEFINITIONS) to have ceased to own (directly or -74- indirectly) 100% of the issued share capital in Newco 2 or MGG or (if it is during the Debtco Structure Period) Debtco; and (2) no Change of Control under paragraph (e) of the definition of Change of Control in Clause 1.1 (DEFINITIONS) shall arise as a result of Newco 2 not owning 100% of the issued share capital of MGG if at such time Newco 2 owns 66 2/3% of the issued share capital of MGG and MIG has contributed the Family MGG Shares to Newco 2 in accordance with the Contribution Agreement set out in Annex 1.1(b) to the Shareholders' Agreement but such contribution is not yet effective pending the registration of the relevant increase of share capital of Newco 2 by the relevant German court.

Prepayment and Cancellation. 8.1 Mandatory prepayment - illegality10.1 Subject to Clause 8 above, the Company may elect to prepay any part or whole of the Loan without penalty or premium, at any time before the Final Repayment Date by giving the Board at least twenty (20) days' prior written notice of its intention to make any such prepayment(s) for any amount of the outstanding Term Loan Facility that had been drawn down by the Company. 10.2 If any Vaccine Sale occurs (or is scheduled to occur): (a) If at any time: (i) it is necessary under in the laws and constitution case 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 (IIfirst Vaccine Sale) the Company shall prepay that Lender's participation shall, promptly and in all any event within ten (10) days of the Loans on delivery of the relevant Vaccines, notify the Board of such Vaccine Sale, 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 receipt and the Commitment amount of that Lender shall forthwith the Net Sales Proceeds expected to 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.received for such Vaccine Sale; (b) The date for repayment or prepayment (in any other case) the Company shall, within thirty (30) days of a Lender's share in a Loan will bethe end of each calendar quarter, provide quarterly reports containing the following information: (i) the last day of aggregate Vaccine Sales during the current Term of that Loancalendar quarter immediately preceding the report; orArcturus Manufacturing Support Agreement (exe) (ii) if earlierthe aggregate amount of Net Sales Proceeds as calculated by the Company in accordance with GAAP for the calendar quarter immediately preceding the report; and (iii) the aggregate amount of Net Sales Proceeds to be paid by the Company to the Board pursuant to Clause 10.2(c) below; and (c) the Company shall ensure that [***]% of the Net Sales Proceeds accrued during each calendar quarter (commencing from and including the calendar quarter in which the Company first receives any Net Sales Proceeds) shall be promptly applied towards mandatory prepayment of the Loan and payment of interest thereon within [***] days of the end of the applicable calendar quarter. 10.3 For the avoidance of doubt, (a) [***]; and (b) [***]. 10.4 [***]. 10.5 On or before the first Reconciliation Date, the date specified Company shall notify the Board of: (a) its total expenditure from the proceeds of the Loan as at that Reconciliation Date; and (b) the amount of the proceeds of the Loan which remains unused as at that Reconciliation Date (the "Unused Loan Proceeds"). 10.6 Subject to Clause 10.7 below, the Company shall promptly and in any event within thirty (30) days of such Reconciliation Date apply the Unused Loan Proceeds towards mandatory prepayment of the Loan. 10.7 If the Company and the Board agrees to a subsequent Reconciliation Date, the Company shall prepay the Loan to the extent of the Unused Loan Proceeds determined as at the subsequent Reconciliation Date. 10.8 For the avoidance of doubt, in the event that no subsequent Reconciliation Date is agreed by the Lender date falling immediately before the first Reconciliation Date, the Company shall promptly and in any event within thirty (30) days of the first Reconciliation Date apply all the Unused Loan Proceeds towards mandatory prepayment of the Loan. 10.9 Any prepayment under Clause 10.6 shall be applied in the notification following order: (a) [***]; (b) [***]; and (c) [***]. 10.10 Any other prepayment under paragraph (a)(iv)(I) of this Clause 8.1 and which must not shall be earlier than applied in the last day following order: (a) firstly, in or towards payment of any applicable grace period allowed by lawinterest accrued and outstanding; Arcturus Manufacturing Support Agreement (exe) (b) secondly, in or towards payment of all other amounts due and payable under the Finance Documents; and (c) thirdly, in or towards payment of any outstanding principal.

Prepayment and Cancellation. 8.1 Mandatory prepayment - illegality11.1 Illegality in relation to a Lender or the Issuing Bank (a) If at If, in any time: (i) applicable jurisdiction, it is necessary under the laws and constitution of the Republic: (A) in order to enable becomes unlawful for 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 perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan, and the occurrence Loan or Utilisation or it becomes unlawful for any Affiliate of any of the foregoing causes a Lender (acting reasonably) for that Lender to believe it is materially prejudiced thereby thendo so: (Ii) the relevant that Lender must shall promptly notify the Company (through the Facility Agent) accordingly; andAgent upon becoming aware of that event; (IIii) upon the Company shall prepay that Lender's participation in all Agent notifying the Loans on the date specified in paragraph (b) of this Clause 8.1Parent, together with all other amounts payable by it to that Lender under the Finance Documents and the Commitment of that Lender will be immediately cancelled; and (iii) each Borrower shall forthwith be reduced to zero, except repay 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 Lender’s participation in the Republic. (b) The date for repayment or prepayment of a Lender's share in a Loan will be: (i) Utilisations made to that Borrower on the last day of the current Term of that Loan; Interest Period for each Utilisation occurring after the Agent has notified the Parent or (ii) , if earlier, the date specified by the Lender in the notification under paragraph notice delivered to the Agent (a)(iv)(I) of this Clause 8.1 and which must not be being no earlier than the last day of any applicable grace period allowed permitted by law). (b) If it becomes unlawful for an Issuing Bank to issue or leave outstanding any Letter of Credit or Bank Guarantee, that Issuing Bank shall promptly notify the Agent upon becoming aware of that event, and upon the Agent notifying the Company: (i) that Issuing Bank shall not be obliged to issue further Letters of Credit or Bank Guarantees; (ii) unless any other Lender has become an Issuing Bank pursuant to the terms of this Agreement, the Revolving Credit Facility shall cease to be available for the issue of Letters of Credit; and (iii) if the unlawfulness relates to the Issuing Bank and no other Lender has agreed to be an Issuing Bank pursuant to the terms of this Agreement, upon the Agent notifying the Parent, the Revolving Credit Facility shall cease to be available for the issue of Letters of Credit or Bank Guarantees and the Parent shall procure that each of the relevant Borrowers shall use its best endeavours to procure the release of each Letter of Credit or Bank Guarantee issued by the Issuing Bank and outstanding at such time.