Common use of Prepayment and Cancellation Clause in Contracts

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. 11.1 8.1 Mandatory prepayment - illegality (a) A Lender must promptly notify KDG (with a copy to the Company promptly Facility Agent) if it becomes aware that it is or has become 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 CreditLoan. (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):above: (i) each Borrower must repay or prepay the share of that Lender in each Credit Loan 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 Loan will be: (i) the last day of the current Term for of that Credit following receipt by the Company of notice from the Lender under paragraph (a) aboveLoan; or (ii) if laterearlier, the latest 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 the relevant law. 11.2 8.2 Mandatory prepayment - change of control/ownership, flotation or sale of business (a) For the purposes of this Clause: a change of control occurs if: (i) during the period prior to a Permitted Exit, the Investor does not or ceases to hold legally and beneficially, directly or indirectly, and have the right to vote as they see fit at least fifty point one per cent. (50.1%) in aggregate of the issued voting share capital (or equivalent) of KDG; or (ii) after a Permitted Exit, any person or a group of persons acting in concert (other than any Original Investor or combination of them) gains control of more than 30 per cent. of the issued voting share capital (or equivalent) of KDG; acting in concert means acting together pursuant to an agreement or understanding (whether formal or informal). (b) If: (i) there is a Change sale 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 CommitmentsGroup; and/oror (ii) declare a change of control occurs, then: (A) the Total Commitments shall be immediately cancelled; and (B) all outstanding CreditsLoans, together with accrued and unpaid interest and all other amounts accrued and outstanding under the Senior Finance Documents, to be shall become immediately due and payable. Any such notice will take effect in accordance with its terms. (c) In paragraph 8.3 Mandatory prepayment - third party receipts (a) above In this Clause: (i) Net Proceeds in relation to any disposal of an asset or any claim under any contract of insurance, by a member of the Group, means the amount received in Cash or Cash Equivalents (or other instruments which upon receipt are readily convertible into Cash on reasonable commercial terms) by a member of the Group in respect of such disposal or claim: (A) including the amount of any intercompany loan repaid to continuing members of the Group; (B) treating any amount owing to and Clause 11.3 below:set off by any purchaser of assets as consideration received in Cash; (C) treating consideration initially received in a form other than Cash, Cash Equivalents or such other instruments as being received when and if that consideration is converted into Cash or Cash Equivalents or becomes readily so convertible on reasonable commercial terms; (D) after deducting Taxes (and amounts reasonably reserved in respect of Taxes) payable by members of the Group in respect of that disposal; and (E) after deducting proper costs and reasonable expenses (including any redundancy costs) incurred by members of the Group directly in connection with that disposal.

Prepayment and Cancellation. 11.1 7.1 Mandatory prepayment - — illegality (a) A Lender must notify the Facility Agent and 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 CreditLoan. (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):Facility Agent must notify the Company and: (i) each Borrower if that Lender requests, the Company must repay or prepay the share of that Lender Lender’s participation in each Credit utilised by it any Loan on the date specified in paragraph (c) below; and (ii) the Commitments Commitment of that Lender will be immediately cancelled. (c) The date for repayment or prepayment of a Lender’s share in a Credit any Loan will be: (i) the last day of the current Term Interest Period for that Credit following receipt by the Company of notice from the Lender under paragraph (a) aboveeach Loan; or (ii) if laterearlier, the latest date specified by the Lender in the notification delivered to the Facility Agent under paragraph (a) above and which must not be earlier than the last day of any applicable grace period allowed by the relevant law. 11.2 7.2 Mandatory prepayment - change — Change of control/ownershipControl or Ratings Downgrade (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 soldSubject to any confidentiality restrictions, the Parent Company must promptly notify the Facility AgentAgent if it becomes aware of any Change of Control or Ratings Downgrade or any event which would be reasonably likely to result in a Change of Control or Ratings Downgrade. (b) After notification under paragraph 11.2(a)(i) a Change of Control or (ii) above a Ratings Downgrade, the Facility Agent must, unless the Majority Lenders otherwise require, by notice to the Company: (i) cancel the Total Commitments; and/orand (ii) declare all outstanding CreditsLoans, 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. 11.1 14.1 Mandatory prepayment and cancellation - 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 CreditLoan. (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):above: (i) each Borrower the Company must repay or prepay the share of that Lender in each Credit utilised by Loan made to 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 Loan will be: (i) the last day of the current Term for that Credit 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. 11.2 14.2 Mandatory prepayment - change of control/ownershipdisposals (a) IfIf 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)) (Disposal Proceeds) shall, if in excess of €250,000,000 (or its equivalent in other currencies) in aggregate during the life of the Facility and in excess of €100,000,000 individually be applied in prepayment of the Facility in accordance with Clause 7.9 (Prepayments and reduction of Commitments). Any such prepayment will be made at the end of the then current Term next to expire. (b) Notwithstanding paragraph (a), if any Disposal Proceeds are received by a member of the Group prior to the end of the Availability Period, only to the extent that the Disposal Proceeds exceed the maximum amount available under the Facility at such time that is or will be cancelled in accordance with Clause 7.6(c) (Mandatory cancellation) shall such Disposal Proceeds be applied in accordance with paragraph (a) above. 14.3 Mandatory prepayment - receipts (a) If any member of 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 Facility. Such prepayment shall be made at the end of the then current Term next to expire. Excluded Proceeds are Net Proceeds: (i) there is resulting from an asset-backed securitisation only to the extent that the outstandings thereunder at such time when aggregated with those from any other such asset-backed securitisation do not exceed €500,000,000 (or its equivalent in other currencies); (ii) resulting from a Change commercial paper programme; (iii) received by a member of Control (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 defined below)the case may be, such obligations or expenses of other members of the Group incorporated in or otherwise organised in such country; or (iiiv) all resulting from the Company´s Medium Term Notes programme in existence as at the date of this Agreement or substantially all any replacement thereof provided that (A) the maturity of each note (each a Short Term Note) the assets 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 business its equivalent in other currencies) above the aggregate amount of Short Term Notes (if any) in existence as at the Group are sold, the Parent must promptly notify the Facility Agentdate of this Agreement. (b) After notification Notwithstanding paragraph (a), in the case of any Net Proceeds being received by any member of the Group prior to the end of the Availability Period, only to the extent that the Net Proceeds exceed the maximum amount available 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 at such time that is or will be immediately due and payable. Any such notice will take effect cancelled in accordance with its terms. Clause 7.6(c) (cMandatory cancellation) In shall such Net Proceeds be applied in accordance with paragraph (a) above and Clause 11.3 below:above.

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):above: (i) each Borrower the Company 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 's share in a Credit will be: (i) the last day of the current Term for that Credit within three Business Days following receipt by the Company of notice from the Lender under paragraph (a) aboveFacility Agent; or (ii) if later, the latest date allowed by the relevant law, the last day of the current Term of that Credit. 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 The Company must promptly notify the Facility AgentAgent if it becomes aware of any person or group of persons acting in concert which acquires control of the Company. (b) After notification under paragraph 11.2(a)(i(a) or (ii) above the Facility Agent mustabove, unless the Majority Lenders otherwise require, each Lender may by notice to the Company: (i) cancel the Total its Commitments; and/orand (ii) declare demand that its participation in all outstanding Credits, together with accrued interest and all other amounts accrued under the Senior Finance Documents, to Documents 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 belowabove:

Prepayment and Cancellation. 11.1 7.1 Mandatory prepayment - illegality (a) A Lender must notify the Company promptly if it becomes aware that it is unlawful in any applicable relevant jurisdiction for that Lender to perform any of its obligations under a Senior Finance Document or to fund or maintain its share in any CreditLoan. (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):above: (i) each Borrower the Company must repay or prepay the share of that Lender in each Credit utilised by Loan made to 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 's share in a Credit Loan will be: (i) the last day of the current Term for that Credit 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. 11.2 7.2 Mandatory prepayment - change of control/ownership (a) IfThe Parent must promptly notify the Facility Agent if: (i) there is a Change it becomes aware of Control any person or group of persons (as defined below)other than the Shareholders) acting in concert gaining control of the Parent; or (ii) all or substantially all the percentage of the assets or business issued ordinary shares of the Group are sold, Parent held by a Shareholder changes; or (iii) the Parent must promptly notify Special Shareholder becomes entitled to acquire all the Facility Agentissued ordinary shares in the Company. (b) After notification under paragraph 11.2(a)(i(a) or (ii) above above, if the Majority Lenders so require, the Facility Agent must, unless the Majority Lenders otherwise require, by notice to the Company: (i) cancel the Total Commitments; and/orand (ii) declare all outstanding CreditsLoans, 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 above: control has the meaning given to it in section 416 of the Income and Clause 11.3 below:Corporation Taxes Act 1988; and acting in conxxxx xxans acting together pursuant to an agreement or understanding (whether formal or informal).

Prepayment and Cancellation. 11.1 Mandatory prepayment - illegality (a) A Lender must notify the Company Parent 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):above: (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 's share in a Credit will be: (i) the last day of the current Term for that Credit within three Business Days following receipt by the Company of notice from the Lender under paragraph (a) aboveFacility Agent; or (ii) if later, the latest date allowed by the relevant law, the last day of the current Term of that Credit. 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 The Parent must promptly notify the Facility AgentAgent if it becomes aware of any person or group of persons acting in concert which acquires control of the Parent (other than pursuant to the Scheme). (b) After The Facility Agent must promptly notify each Lender of any notification under paragraph 11.2(a)(i(a) or above. Each Lender may, within 10 Business Days, by notice to the Parent: (i) cancel its Commitments; and (ii) above demand that its participation in all outstanding Credits, together with accrued interest and all other amounts accrued under the Finance Documents be due and payable within 30 days. Any such notice will, subject to paragraph (c) below, take effect in accordance with its terms. (c) If Lenders, whose shares in the outstanding Credits and whose undrawn Commitments aggregate 66 2/3 per cent. or more of the aggregate of all the Credits and the undrawn Commitments of all the Lenders, give notice to the Parent under paragraph (b) above, the Facility Agent must, unless the Majority Lenders otherwise require, by notice to the CompanyParent: (i) cancel the Total Commitments; and/orCommitments within 30 days; (ii) declare all outstanding Credits, together with accrued interest and all other amounts accrued under the Senior Finance Documents, Documents to be immediately due and payablepayable within 30 days. Any such notice will supersede any notice under paragraph (b) above and take effect in accordance with its terms. (d) After any notice under paragraph (b) above: (i) only Rollover Loans may be made; and (ii) the Terms of those Loans must not overrun the day on which the Loans are due to be paid under paragraph (c) above. (e) In paragraph (a) above above: control has the meaning given to it in section 416 of the Income and Clause Corporation Taxes Xxx 0000; and acting in concert has the meaning given to it in the City Code on Takeovers and Mergers. 11.3 belowMandatory prepayment - disposals (a) In this Subclause: