Common use of Repayment and Cancellation Clause in Contracts

Repayment and Cancellation. (a) The Company shall repay all outstanding Interim Term Loans and other amounts owing by it under the Interim Documents and the Interim Facility shall be cancelled in full and the Interim Commitments reduced to zero, in each case on the date (the Termination Date) which is the earlier of: (i) the date falling 90 days after the First Utilisation Date; (ii) the date of receipt by the Company of a written demand from the Interim Facility Agent (acting on the instructions of the Interim Lenders) following the occurrence of a Major Default in respect of Holdco or the Company which is continuing (excluding any provision that requires Holdco or the Company to procure compliance by another person (including any other member of the Group or any member of the Target Group)) requiring prepayment and cancellation in full of the Interim Term Facility; and (iii) the date of receipt by the Company of the proceeds of the first utilisation made under the Debt Facilities (if applicable, free of any escrow or similar arrangements). (b) The Company may, if it gives the Interim Facility Agent not less than 5 Business Days’ prior notice, cancel or prepay the whole or any part of the Interim Term Loan. (c) All Interim Utilisations shall be repaid together with accrued but unpaid interest. (d) No part of an Interim Facility which is repaid may be re-borrowed. (e) The Interim Commitments of each Interim Lender under each Interim Facility will be automatically cancelled at the close of business in London on the last day of the Availability Period for that Interim Facility to the extent undrawn at that date. (f) To the extent undrawn at that date, the Interim Facility shall be cancelled in full and the Interim Commitments reduced to zero at 11:59 p.m. London time on the last day of the Certain Funds Period.

Repayment and Cancellation. (a) The Company Bidco shall repay all outstanding Interim Term Loans Utilisations and other amounts owing by it due under the Interim Documents Documents, and the Interim Facility Facilities shall be cancelled in full and the Interim Commitments reduced to zero, in each case on the date (the Termination Date) which is the earlier of: (i) the date falling 90 30 days after the First Utilisation Datelast day of the Certain Funds Period; (ii) the date of receipt by the Company Xxxxx of a written demand from the Interim Facility Agent (acting on the instructions of the Majority Interim Lenders) following the occurrence of a Major Default in respect of Holdco or the Company which is continuing (excluding any provision that requires Holdco or the Company to procure compliance by another person (including any other member of the Group or any member of the Target Group)) requiring prepayment and cancellation in full of the Interim Term FacilityFacilities; and (iii) the date of receipt by the Company Xxxxx of the proceeds of the first utilisation made under the Debt Facilities (if applicable, free of any escrow or similar arrangements). (b) The Company Bidco may, if it gives the Interim Facility Agent not less than 5 Business Days’ prior notice, cancel or prepay the whole or any part of the any Interim Term LoanFacility or Interim Utilisation. (c) All Interim Utilisations shall be repaid together with accrued but unpaid interest. (d) No part of an the Interim Term Facility which is repaid may be re-borrowed. (e) [Reserved] (f) The Interim Commitments of each Interim Lender under each Interim Facility will be automatically cancelled at the close of business in London on the last day of the Availability Period for that Interim Facility to the extent undrawn at that date. (fg) To the extent undrawn at that date, the The Interim Facility Facilities shall be cancelled in full and the Interim Commitments reduced to zero at 11:59 p.m. London time on the last day of the Certain Funds Period.

Repayment and Cancellation. (a) The Company Borrower shall repay each Loan in full together with all outstanding Interim Term Loans accrued but unpaid interest, fees and any other amounts owing by it sum then due under the Interim Finance Documents in instalments by repaying on each Repayment Date the lower of the outstanding amount of each Loan and the Interim Facility shall amount set out opposite each Repayment Date below: Repayment Date (Months after the date of this Agreement) Repayment Instalment (% of Loans as at the end of the Availability Period) 30 5 36 5 42 5 48 5 54 5 60 5 66 5 72 5 78 30 84 30 (b) If, at any time, the Lender notifies the Borrower that it is or will become unlawful for the Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain any Loan, the Commitments will be immediately cancelled in full and the Interim Commitments reduced to zeroBorrower shall repay each Loan on the last day of the Interest Period for the relevant Loan or, if earlier, the date specified by the Lender in such notice (being no earlier than the last day of any applicable grace period permitted by law). (c) Unless the Lender otherwise agrees, if (A) at any time after the First Utilisation Date, any person or persons acting in concert owns a greater percentage of the issued share capital or voting shares of the Target than Bidco or (B) a Change of Control occurs, then, in each case on the date (the Termination Date) which is the earlier ofcase: (i) the date falling 90 days after Borrower shall promptly notify the First Utilisation DateLender upon becoming aware of that event; (ii) the date of receipt by the Company of a written demand from the Interim Facility Agent (acting on the instructions of the Interim Lenders) following the occurrence of a Major Default in respect of Holdco or the Company which is continuing (excluding Lender shall not be obliged to fund any provision that requires Holdco or the Company to procure compliance by another person (including any other member of the Group or any member of the Target Group)) requiring prepayment and cancellation in full of the Interim Term FacilityLoan; and (iii) the date Lender may, by not less than 10 days notice to the Borrower, require the Borrower to prepay the Loans, at which time the Facility will be cancelled and the Loans and any other amounts accrued under the Finance Documents will become immediately due and payable. (d) In the event that: (i) any member of receipt by the Company Group issues any shares or other equity securities to a person which is not a member of the Group as part of a listing (or disposes all or substantially all of its assets to another entity as part of a listing); (ii) the Borrower issues any debt securities; (iii) Bidco disposes of any Target Shares in circumstances where paragraph (c) above does not apply, (each, a Relevant Action) then, in any such case, the Borrower shall make a prepayment of the Facility in the same amount as the proceeds of the first utilisation made under Relevant Action (the Debt Facilities Relevant Proceeds), except to the extent that: (if applicable, free A) the Relevant Action is the incurrence of Financial Indebtedness pursuant to the Finance Documents; or (B) the Relevant Proceeds are required to be applied in prepayment of Financial Indebtedness of any escrow or similar arrangements)member of the Group pursuant to contractual arrangements binding on the relevant member of the Group which are: (1) in existence as at the date of this Agreement; or (2) entered into in connection with the Acquisition. (be) The Company Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Facility except at the times and in the manner expressly provided for in this Agreement and any notice of prepayment or cancellation shall be irrevocable. (f) The Borrower shall, within three Business Days of demand by the Lender, pay to the Lender its Break Costs attributable to all or any part of a Loan or Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for that Loan or Unpaid Sum. (g) The Borrower may, if it gives the Interim Facility Agent Lender not less than 5 Business Days’ prior notice, cancel or prepay the whole or any part of the Interim Term Facility or any Loan. (ch) All Interim Utilisations Loans shall be repaid or prepaid together with accrued but unpaid interestinterest and Break Costs on the amount repaid or prepaid. (di) No part of an Interim the Facility which is repaid or prepaid may be re-borrowedborrowed and a part of the Facility corresponding to the amount of any repayment or prepayment will be cancelled immediately on such repayment or prepayment. (ej) The Interim Commitments of each Interim the Lender under each Interim the Facility will be automatically cancelled at the close of business in London Beijing on the last day of the Availability Period for that Interim Facility to the extent undrawn at that date. (fk) To the extent undrawn at that date, the Interim Facility shall be cancelled in full and the Interim Commitments reduced to zero at 11:59 p.m. London time on the last day Any mandatory prepayment of the Certain Funds PeriodFacility pursuant to paragraph (d) above will be applied in pro rata reduction of each remaining Repayment Instalment at such time.