Common use of Prepayment and Cancellation Clause in Contracts

Prepayment and Cancellation. 11.1 Mandatory prepayment - illegality (a) A Lender must notify the Parent promptly if it becomes aware that it is unlawful in any jurisdiction for that Lender to perform any of its obligations under a Finance Document or to fund or maintain its share in any Credit. (b) After notification under paragraph (a) 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 share in a Credit will be: (i) within three Business Days following receipt by the Company of notice from the Facility Agent; or (ii) if allowed by the relevant law, the last day of the current Term of that Credit. 11.2 Mandatory prepayment - change of control (a) The Parent must promptly notify the Facility Agent 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) The Facility Agent must promptly notify each Lender of any notification under paragraph (a) above. Each Lender may, within 10 Business Days, by notice to the Parent: (i) cancel its Commitments; and (ii) 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, by notice to the Parent: (i) cancel the Total Commitments within 30 days; (ii) declare all outstanding Credits, together with accrued interest and all other amounts accrued under the Finance Documents to be due and payable 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: control has the meaning given to it in section 416 of the Income and Corporation Taxes Xxx 0000; and acting in concert has the meaning given to it in the City Code on Takeovers and Mergers. 11.3 Mandatory prepayment - disposals (a) In this Subclause:

Prepayment and Cancellation. 11.1 14.1 Mandatory prepayment and cancellation - illegality (a) A Lender must notify the Parent Company promptly if it becomes aware that it is unlawful in any jurisdiction for that Lender to perform any of its obligations under a Finance Document or to fund or maintain its share in any CreditLoan. (b) After notification under paragraph (a) 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) within three the Business Days Day following receipt by the Company of notice from the Facility AgentLender 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 CreditLoan. 11.2 Mandatory prepayment - change of control (a) The Parent must promptly notify the Facility Agent 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) The Facility Agent must promptly notify each Lender of any notification under paragraph (a) above. Each Lender may, within 10 Business Days, by notice to the Parent: (i) cancel its Commitments; and (ii) 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, by notice to the Parent: (i) cancel the Total Commitments within 30 days; (ii) declare all outstanding Credits, together with accrued interest and all other amounts accrued under the Finance Documents to be due and payable 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: control has the meaning given to it in section 416 of the Income and Corporation Taxes Xxx 0000; and acting in concert has the meaning given to it in the City Code on Takeovers and Mergers. 11.3 14.2 Mandatory prepayment - disposals (a) In 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)) (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) 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 commercial paper programme; (iii) received by a 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 Subclause: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) 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 the Facility at such time that is or will be cancelled in accordance with Clause 7.6(c) (Mandatory cancellation) shall such Net Proceeds be applied in accordance with paragraph (a) above.

Prepayment and Cancellation. 11.1 Mandatory prepayment - illegality (a) A Lender must notify the Parent promptly if 7.1 Illegality If, it becomes aware that it is unlawful unlawful, in any applicable jurisdiction for that a Lender to perform any of its obligations under a Finance Document as contemplated by this Agreement or to fund or maintain its share participation in any Credit.Loan: (a) that Lender shall promptly notify the Agent upon becoming aware of that event; (b) After notification under paragraph (a) above: (i) each Borrower must repay or prepay upon the share of that Lender in each Credit utilised by it on Agent notifying the date specified in paragraph (c) below; and (ii) Borrower, the Commitments Commitment of that Lender will be immediately cancelled.; and (c) The date for repayment or prepayment of a the Borrower shall repay that Lender's share participation in a Credit will be: (i) within three Business Days following receipt by the Company of notice from Loans made to the Facility Agent; or (ii) if allowed by the relevant law, Borrower on the last day of the current Term of that Credit. 11.2 Mandatory prepayment - change of control Interest Period for each Loan occurring after the Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (a) The Parent must promptly notify being no earlier than the Facility Agent if it becomes aware last day of any person or group of persons acting in concert which acquires control of the Parent (other than pursuant to the Schemeapplicable grace period permitted by law). 7.2 Change of control If after the date of this Agreement (bi) The Facility Agent must promptly notify each Lender any Change of any notification under paragraph Control shall occur with respect to the Parent, or (aii) above. Each Lender maythe Borrower shall not be directly, within 10 Business Days, or indirectly wholly-owned by notice to the Parent: (ia) cancel its Commitmentsthe Borrower shall promptly notify the Agent upon becoming aware of that event; and (iib) demand that its participation in the Agent, acting on the instructions of the Majority Lenders, shall by not less than 5 days' notice to the Borrower, cancel the Facility and declare all outstanding CreditsLoans, together with accrued interest interest, and all other amounts accrued under the Finance Documents be immediately due and payable within 30 dayspayable, whereupon the Facility will be cancelled and all such outstanding amounts will become immediately due and payable. 7.3 Voluntary cancellation The Borrower may, if it gives the Agent not less than 5 Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of $5,000,000) of the Available Facility. Any such notice will, subject to paragraph (c) below, take effect in accordance with its terms. (c) If Lenders, whose shares in cancellation under this Clause 7.3 shall reduce 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, by notice to the Parent: (i) cancel the Total Commitments within 30 days; (ii) declare all outstanding Credits, together with accrued interest and all other amounts accrued under the Finance Documents to be due and payable within 30 daysLenders rateably. Any such notice will supersede any notice amounts cancelled under paragraph (b) above and take effect in accordance with its termsthis Clause 7.3 may not be reinstated. (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: control has the meaning given to it in section 416 of the Income and Corporation Taxes Xxx 0000; and acting in concert has the meaning given to it in the City Code on Takeovers and Mergers. 11.3 Mandatory prepayment - disposals (a) In this Subclause:

Prepayment and Cancellation. 11.1 14.1 Mandatory prepayment and cancellation - illegality (a) A Lender must notify the Parent Company promptly if it becomes aware that it is unlawful in any jurisdiction for that Lender to perform any of its obligations under a Finance Document or to fund or maintain its share in any CreditLoan. (b) After notification under paragraph (a) 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) within three the Business Days Day following receipt by the Company of notice from the Facility AgentLender 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 CreditLoan. 11.2 Mandatory prepayment - change of control (a) The Parent must promptly notify the Facility Agent 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) The Facility Agent must promptly notify each Lender of any notification under paragraph (a) above. Each Lender may, within 10 Business Days, by notice to the Parent: (i) cancel its Commitments; and (ii) 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, by notice to the Parent: (i) cancel the Total Commitments within 30 days; (ii) declare all outstanding Credits, together with accrued interest and all other amounts accrued under the Finance Documents to be due and payable 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: control has the meaning given to it in section 416 of the Income and Corporation Taxes Xxx 0000; and acting in concert has the meaning given to it in the City Code on Takeovers and Mergers. 11.3 14.2 Mandatory prepayment - disposals (a) In 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 SubclauseClause: (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. 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 Facilities. Such prepayment shall be made 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 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 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 a 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. 11.1 8.1 Mandatory prepayment - illegality (a) A Lender must notify the Parent Company promptly if it becomes aware that it is unlawful in any jurisdiction for that Lender to perform any of its obligations under a Finance Document or to fund or maintain its share in any CreditLoan. (b) After notification under paragraph (a) above: (i) each Borrower 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) within three two Business Days following receipt by the Company of notice from the Facility AgentLender under paragraph (a) above; or (ii) if later, the latest date allowed by the relevant law, the last day of the current Term of that Credit. 11.2 8.2 Mandatory prepayment - change of control (a) The Parent must promptly notify the Facility Agent if at any time it becomes aware of any person or group of persons (excluding: (i) Tetra Laval B.V. and any of its affiliates; (ii) Industri Kapital 2000 Limited and any subsidiary of Industri Kapital 2000 Limited (including IK 2000 Capital Limited); and (iii) any partnership for whom Industri Kapital 2000 Limited or any subsidiary of Industri Kapital 2000 Limited (including IK 2000 Capital Limited) acts as a general partner (the Partnerships)), acting in concert which through a single transaction or a series of transactions directly or indirectly acquires control shares in the Parent representing more than 50 per cent. of the share capital of the Parent (other or more than pursuant 50 per cent. of the voting power in relation to the Scheme)shares in the Parent. (b) The Facility Agent must promptly notify each Lender After the date of any notification under the acquisition of the shares in the Parent referred to in paragraph (a) above. Each Lender may, within 10 Business Daysthe Parent and all the Lenders shall, in good faith, enter into negotiations for a period of 30 days concerning the continuance of the Facility. (c) If at the end of such period, mutual agreement between the Parent and all the Lenders has not been reached the Facility Agent must by notice to the Parent: (i) cancel its the Total Commitments; and (ii) demand that its participation in declare all outstanding CreditsLoans, together with accrued interest and all other amounts accrued under the Finance Documents Documents, to be immediately 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, by notice to the Parent: (i) cancel the Total Commitments within 30 days; (ii) declare all outstanding Credits, together with accrued interest and all other amounts accrued under the Finance Documents to be due and payable within 30 dayspayable. 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: control has the meaning given to it in section 416 of the Income and Corporation Taxes Xxx 0000; and above acting in concert has the meaning given means acting together pursuant to it in the City Code on Takeovers and Mergersan agreement or understanding (whether formal or informal). 11.3 Mandatory prepayment - disposals (a) In this Subclause:

Prepayment and Cancellation. 11.1 7.1 Mandatory prepayment - illegality (a) A Lender must notify the Parent 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 CreditLoan. (b) After notification under paragraph (a) above: (i) each Borrower 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 Commitment 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) within three Business Days following receipt by the Company of notice from the Facility Agent; or (ii) if allowed by the relevant law, the last day of the current Term of that CreditLoan; 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. 11.2 7.2 Mandatory prepayment - change of control (a) For the purposes of this Clause a change of control occurs if Xx Xxxxxxxx Xx-Amoudi ceases to be the legal and beneficial owner, directly or indirectly, of more than 90 per cent. of the issued share capital of the Company; (b) The Parent Company must promptly notify the Facility Agent if it becomes aware of any person or group change of persons acting in concert which acquires control of the Parent (other than pursuant to the Scheme)control. (bc) The After a change of control, the Company and the Lenders shall (if any of them so requires) in good faith enter into negotiations for a period of up to 60 days concerning the continuance of the Facility. (d) If by the end of such period mutual agreement between the Company and the Lenders concerning the continuance of the Facility has not been reached, the Facility Agent must promptly notify each Lender of any notification under paragraph (a) above. Each Lender may, within 10 Business Days, by notice to the Parentmust: (i) cancel its the Total Commitments; and (ii) demand that its participation in declare all outstanding CreditsLoans, together with accrued interest and all other amounts accrued under the Finance Documents Documents, to be immediately due and payable within 30 days. payable. (e) Any such notice will, subject to paragraph (c) below, will take effect in accordance with its terms. 7.3 Mandatory Prepayment - sale of assets/debt transactions (a) On receipt after the date of this Agreement by any member of the Company Group of Net Disposal Proceeds from the disposal of assets (other than proceeds in respect of Permitted Disposals), the Company shall procure, if the amount received is more than SEK50,000,000 in aggregate in respect of any financial year of the Parent Group, that an amount equal to the amount by which that aggregate amount exceeds SEK50,000,000 is promptly used to prepay any Loans then outstanding. (b) On receipt by any member of the Company Group of Net Capital Proceeds, the Company shall procure, if the amount received is more than SEK50,000,000 in aggregate in respect of any financial year of the Parent Group, that an amount equal to the Net Capital Proceeds is promptly used to prepay any Loans then outstanding. Notwithstanding the foregoing, the Net Capital Proceeds received by the Company by way of drawings under the Take Out Facility must be used in their entirety to prepay any Loans then outstanding. (c) If LendersIn the event that any Net Disposal Proceeds or Net Capital Proceeds which would otherwise be required to be applied in prepayment of Loans under this Clause 7.3, 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 are received prior to the Parent under paragraph (b) abovedate on which the Facility is first utilised, the Facility Agent must, shall be cancelled upon that receipt by notice to that amount. Such cancellation shall reduce the Parent: (i) cancel Commitment of the Total Commitments within 30 days; (ii) declare all outstanding Credits, together with accrued interest and all other amounts accrued under the Finance Documents to be due and payable within 30 days. Any such notice will supersede any notice under paragraph (b) above and take effect in accordance with its termsLenders rateably. (d) After any notice under paragraph (b) above: (i) only Rollover Loans may be made; and (ii) For the Terms purposes 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: control has the meaning given to it in section 416 of the Income and Corporation Taxes Xxx 0000; and acting in concert has the meaning given to it in the City Code on Takeovers and Mergers. 11.3 Mandatory prepayment - disposals (a) In this Subclause:Clause 7.2(e):

Prepayment and Cancellation. 11.1 6.1 Mandatory prepayment - illegality (a) A illegality If it becomes, or to the knowledge of the Lender must notify the Parent promptly if it becomes aware that it is to become, unlawful in any jurisdiction for that the Lender to perform any of its obligations under as contemplated by this Agreement or a Finance Document or to fund or maintain its share one or more of the Loans (the Event of Illegality), the Lender shall notify the Borrowers. The Borrowers and the Lender shall thereafter consult with each other in good faith for a period of thirty (30) days or in the event that the Event of Illegality takes effect before the expiration of 30 days, for the maximum number of days available before the Event of Illegality takes effect with a view to restructuring the Facility in such a way as to avoid the effect of the Event of Illegality. If agreement cannot be reached between the parties within this period, the Borrowers shall repay the relevant Loan or Loans to the Lender on the last day of the Term for each relevant Loan which is current at the time the Lender notifies the Borrowers or, if earlier, the date specified by the Lender in the notice delivered to the Owners (being no earlier than the last day of any Creditapplicable grace period permitted by Applicable Law). 6.2 Mandatory prepayment – change of control of Danaos (a) The Borrowers must promptly notify the Lender if any of them becomes aware of any person or group of persons acting in concert gaining control of Danaos from Xx Xxxx Xxxxxxx and his immediate family, be it direct or indirect. (b) After notification under paragraph (a) aboveabove or if the Lender otherwise becomes aware of the same, the Lender may, by notice to the Borrowers delivered to the Borrowers within 30 days of such notification: (i) each Borrower must repay or prepay cancel the share of that Lender in each Credit utilised by it on the date specified in paragraph (c) belowFacility; 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) within three Business Days following receipt by the Company of notice from the Facility Agent; or (ii) if allowed by the relevant law, the last day of the current Term of that Credit. 11.2 Mandatory prepayment - change of control (a) The Parent must promptly notify the Facility Agent 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) The Facility Agent must promptly notify each Lender of any notification under paragraph (a) above. Each Lender may, within 10 Business Days, by notice to the Parent: (i) cancel its Commitments; and (ii) demand that its participation in declare all outstanding CreditsLoans to be promptly, together with accrued interest and all other amounts accrued under the Finance Documents be in any event within 60 days of such declaration due and payable within 30 dayspayable. Any such notice will, subject to paragraph (c) below, will 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, by notice to the Parent: (i) cancel the Total Commitments within 30 days; (ii) declare all outstanding Credits, together with accrued interest and all other amounts accrued under the Finance Documents to be due and payable 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: control has the meaning given to it in section 416 of the Income and Corporation Taxes Xxx 0000; and acting in concert has the meaning given to it in the City Code on Takeovers and Mergers. 11.3 6.3 Mandatory prepayment - disposalsprepayment- Change of control of the Charterer (a) The Borrowers must promptly notify the Lender if any of them becomes aware of any person or group of persons acting in concert gaining control of the Charterer, be it direct or indirect. (b) After notification under paragraph (a) above or if the Lender otherwise becomes aware of the same in respect of the Charterer, the Lender may undertake a credit review, in good faith, of the terms of this Agreement. The Lender’s determination pursuant to the credit review shall be made in the Lender’s absolute discretion and the Lender shall inform the Borrowers upon having reached such determination. In the event that the Lender does not find the results of the credit review satisfactory, the Lender shall be entitled to require any amendments to this Subclause:Agreement which, in its absolute discretion, it may consider appropriate.

Prepayment and Cancellation. 11.1 6.1 Mandatory prepayment - illegality (a) A If it becomes, or to the knowledge of any Lender must notify the Parent promptly if it becomes aware that it is to become, unlawful or otherwise prohibited (whether temporarily or permanently) in any jurisdiction for that a Lender to perform any of its obligations under as contemplated by a Finance Document or to fund or maintain its share in one or more of the Loans, or to exercise any Creditof its material rights under the Finance Documents, that Lender shall notify the Facility Agent and the Owner (any such event being a Lender Event). (b) After notification under paragraph (a) above:above (and subject always to satisfactory alternate arrangements being put into place in accordance with paragraph (d) below): (i) each Borrower the Owner must repay or prepay the share of that Lender in each Credit utilised by it the relevant Loan or Loans 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) within three Business Days following receipt by the Company of notice from the Facility Agent; or (ii) if allowed by the relevant law, the last day of the current Term of that Credit. 11.2 Mandatory prepayment - change of controlLoan; or (aii) The Parent must promptly notify if earlier, the Facility Agent if it becomes aware of any person or group of persons acting date specified by that Lender in concert which acquires control of the Parent (other than pursuant notice delivered to the Scheme). (b) The Facility Agent must promptly notify each Lender of any notification Owner under paragraph (a) above. Each Lender may, within 10 Business Days, above (being no earlier than the last day of any applicable grace period permitted by notice to the Parent: (i) cancel its Commitments; and (ii) 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, by notice to the Parent: (i) cancel the Total Commitments within 30 days; (ii) declare all outstanding Credits, together with accrued interest and all other amounts accrued under the Finance Documents to be due and payable within 30 days. Any such notice will supersede any notice under paragraph (b) above and take effect in accordance with its termsApplicable Law). (d) After any If, prior to the occurrence of a Lender Event, a Lender receives notice under paragraph 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 (b20) above: days (i) only Rollover Loans or such shorter period, if any, as may be made; and available prior to the Lender Event taking effect) (iithe Lender Consultation Period) with a view to agreeing how the Terms effects of those Loans must 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 overrun agree and complete such arrangements prior to the day end of the Lender Consultation Period, the Owner shall be obliged to immediately prepay the share of that Lender in the Loan on which the Loans are due to be paid under date specified in paragraph (c) above. (e) In paragraph (a) above: control has the meaning given to it in section 416 of the Income and Corporation Taxes Xxx 0000; and acting in concert has the meaning given to it in the City Code on Takeovers and Mergers. 11.3 Mandatory prepayment - disposals (a) In this Subclause: