Common use of Restrictions Clause in Contracts

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement any part of any Loan which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Parent or the affected Lender, as appropriate. (h) If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 9 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) No Borrower may reborrow any part of Facility A which is prepaid. (d) Unless a contrary indication appears in this Agreement (including, for the avoidance of doubt, under Clause 9.7 (Application of Net Sale Proceeds and Insurance Proceeds), and Clause 9.8 (Application of Capital Market Issue Proceeds), any part of any Loan Facility B or Facility C which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (de) The Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (ef) No Subject to Clause 2.3 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 9 it shall promptly forward a copy of that notice to either the Parent Company or the affected Lender, as appropriate. (h) If all or part of a Loan under a Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the Base Currency Amount of the amount of the Loan which is repaid or prepaid) in respect of that Facility will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateablyrateably under that Facility.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 Section 3.6 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any cancellation or prepayment under pursuant to this Agreement shall be made together with accrued interest on the amount prepaid and(in the case of a prepayment) and any outstanding fees or costs, including any Cancellation Fee or Prepayment Fee, and shall be subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement The Borrower may not reborrow any part of any Loan the Facility which is prepaid or repaid pursuant to this Agreement. No amount of the Facilities cancelled under this Agreement may be reborrowed in accordance with the terms of this Agreementsubsequently reinstated. (d) The Borrowers Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments Available Facility, except at the times and in the manner expressly provided for in this Agreement. (e) No amount Any prepayment under this Section 3.6 shall: (i) first be allocated by FMO pro rata between the A Loan and the B Loan in proportion to their respective principal amounts outstanding; and (ii) then be applied by FMO to satisfy the respective outstanding installments of principal of the Total Commitments cancelled under this Agreement may be subsequently reinstatedA Loan and the B Loan in inverse chronological order. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Parent or the affected Lender, as appropriate. (h) If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 9 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, and without premium or penalty. (c) Unless a contrary indication appears in this Agreement No Borrower may reborrow any part of any Loan the Facility which is prepaid (other than pursuant to Clause 9.5 (Voluntary prepayment)) or repaid may be reborrowed in accordance with the terms of this Agreementcancelled pursuant to Clause 9.3 (Voluntary Cancellation) or Clause 9.4 (Automatic Cancellation). (d) The Borrowers shall not repay or prepay all or any part of the Loans L/Gs or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 9 it shall promptly forward a copy of that notice to either the Parent Company or the affected Lender, as appropriate. (hg) If all or part of a Loan an L/G is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the Base Currency Amount of the amount of the Loan L/G which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph . (h) Any prepayment of an outstanding L/G shall reduce be made in the Commitments manner described in paragraph (b) of Clause 8 (Repayment) and shall be subject to the continued payment of the Lenders rateablyL/G fees and administration fees as further specified in Clause 8 (Repayment).

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with the accrued interest on the amount unpaid or prepaid and, subject to any Break CostsMake-Whole Amount, without premium or penalty. (c) Unless a contrary indication appears in this Agreement The Borrower may not reborrow any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrowers Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or reduce any part of the Commitments Commitment except at the times and in the manner expressly provided for in this Agreement. (e) No If any Commitment is reduced in accordance with this Agreement, the amount of the Total Commitments cancelled under this Agreement such reduction may not be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Parent or the affected Lender, as appropriate. (h) If all or part of a the Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))redrawing, an amount of the Commitments Commitment (equal to the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph . (hg) shall reduce the Commitments In respect of any prepayment of the Lenders rateablyLoan (in whole or in part) made by the Borrower under Clause 7.1 (Illegality) to Clause 7.8 (Right of prepayment and cancellation in relation to the Lender) before the Make-Whole End Date, the Borrower shall pay to the Lender the Make-Whole Amount in respect of such prepayment of such Loan.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 clause 9 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, if prepayment is made otherwise than on an Interest Payment Date, subject to any Break CostsCosts (and any swap break costs in relation to the Loans (or any part thereof) which are payable in accordance with the terms of the Hedging Contracts), without premium or penalty. (c) Unless a contrary indication appears in this Agreement The Borrower may not reborrow any part of any Loan either Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrowers Borrower shall not repay or prepay all or any part of the Loans either Facility or cancel reduce all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled of any Facility reduced under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Facility Agent receives a notice under this Clause 7 clause 9 it shall promptly forward a copy of that notice to either the Parent Borrower or the affected Lender, as appropriateappropriate and provide a copy of such notice to K-sure. (g) If the Total Commitments of any Facility or Tranche are partially reduced under this Agreement (other than under clause 9.1 (Illegality) and clause 9.3 (Right of cancellation and prepayment in relation to a single Lender) and clause 9.5 (Right of cancellation in relation to a Defaulting Lender)), the Commitments of the Lenders in respect of that Facility or Tranche shall be reduced rateably. (h) If all or part of a Loan is repaid or prepaid and is not available for redrawing Any prepayment under this Agreement (other than by operation of Clause 4.2 under clause 9.1 (Further conditions precedent)Illegality), an amount clause 9.2 (Voluntary prepayment and cancellation), clause 9.3 (Right of cancellation and prepayment in relation to a single Lender) and clause 9.5 (Right of cancellation in relation to a Defaulting Lender), clause 9.10(a) and clause 9.10(c)) shall be applied pro rata against each Facility and pro rata among the Lenders in proportion to their participation in the Loans and the Letter of Credit. (i) Subject to paragraph (j) below, any prepayment and/or cancellation under clause 9.2(a) (Voluntary prepayment and cancellation) shall be applied pro rata against the Term Facilities in reducing the Term Facilities Loans and pro rata among the Lenders in proportion to their participation in such Loans. (j) Any prepayment and/or cancellation stated by the Borrower to be in respect of the Commitments Mooring Tranche shall be applied against Loans under the Mooring Tranche and pro rata among the Lenders in proportion to their participation in such Loans. (equal k) Any prepayment under this Agreement shall be made together with payment to a Hedging Banks (pro rata) of any amount falling due to the amount of Hedging Banks under the Loan which is repaid or prepaid) will be deemed to be cancelled Hedging Contracts on the date of repayment that prepayment as a result of the termination or close out of the Hedging Contracts or any Hedging Transactions under them in accordance with clause 30.6 (Unwinding of Hedging Contracts) in relation to that prepayment. . (l) Any cancellation prepayment under this paragraph (h) Agreement shall reduce be applied against the Commitments outstanding repayment instalments of the Lenders rateablyLoans under the relevant Facility in inverse order of maturity.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 8 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement Agreement, any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrowers Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 8 it shall promptly forward a copy of that notice to either the Parent Borrower or the affected Lender, as appropriate. (hg) If all or part of any Lender's participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments that Lender's Xxxxxtment (equal to the amount of the Loan participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 4.2 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any cancellation of Facility under this Agreement shall be made together with any indemnification of cost and loss incurred by the Lender for preparation of the Facility. (c) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any interests, cost, expenses Break Costs, without premium or penalty. (cd) Unless a contrary indication appears Any prepayment under this Clause 4.2 will be applied in this Agreement or towards repaying the relevant remaining instalments (excluding the balloon instalment repayable on the Termination Date (the “Balloon Instalment”)) under Clause 6 (Repayment) rateably, provided that if the relevant remaining instalments (excluding the Balloon Instalment) under Clause 6 (Repayment) are prepaid in full, then any further prepayment will be applied in or towards repaying the Balloon Instalment (or vice versa as the Lender may agree). (e) The Borrower may not reborrow any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementrepaid. (df) The Borrowers Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments any Commitment except at the times and in the manner expressly provided for in this Agreement. (eg) No amount of the Total Commitments Commitment cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Parent or the affected Lender, as appropriate. (h) If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs pursuant to Clause 10.1 (Break Costs, ) without premium or penalty. (c) Unless a contrary indication appears in this Agreement The Borrower may not reborrow any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrowers Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of reduce the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No If the Commitment is reduced in accordance with this Agreement, the amount of the Total Commitments cancelled under this Agreement such reduction may not be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Parent or the affected Lender, as appropriate. (h) If all or part of a the Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 8 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement any part of any Loan which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrowers Borrower shall not repay or prepay all or any part of the Loans Utilisations or cancel all or any part of the Commitments Stated Amounts except at the times and in the manner expressly provided for in this Agreement. (ed) No Subject to Clause 2.3 (Increase), no amount of the Total Commitments Stated Amount cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (ge) If the Agent receives a notice under this Clause 7 8 it shall promptly forward a copy of that notice to either the Parent Guarantor or the affected LenderBank, as appropriate. (hf) If all or part of a Loan Utilisation under the Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))redrawing, an amount of the Commitments Stated Amounts (equal to the Base Currency Amount of the amount of the Loan Utilisation which is repaid or prepaid) in respect of the Facility will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (hf) shall reduce the Commitments Stated Amounts of the Lenders rateablyBanks rateably under the Facility.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 8 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement Agreement, any part of any Loan the Facility which is repaid or prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 8 it shall promptly forward a copy of that notice to either the Parent Company or the affected Lender, as appropriate. (hg) If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the amount Base Currency Amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (hg) shall reduce the Commitments of the Lenders rateably. (h) Subject to paragraph (j) below, if it is unlawful for a Borrower to (or procure a Group Company to) make a prepayment under Clause 8.4 (Disposal Proceeds) and for such proceeds to be so applied, the Borrower shall (and shall procure that each Group Company shall) use all reasonable endeavours to overcome the prohibition to enable the relevant prepayment to be made. If, subject always to the requirement for each Obligor using all reasonable endeavours to overcome the prohibition it continues to be unlawful to make a prepayment under Clause 8.4 (Disposal Proceeds), then such prepayment will not be required to be made until such time as the prohibition no longer applies, at which time the relevant Group Company will immediately apply such amount in prepayment of the relevant facilities in accordance with the other provisions of this Clause 8. (i) The provisions of paragraph (h) above shall be subject always to the obligation to use other Group cash which is not subject to similar restrictions to prepay an equivalent amount where the use of such cash would not be materially prejudicial to the overall Group liquidity. (j) Prior to the Disposal of any assets located in The Republic of South Africa where proceeds are required to be prepaid in accordance with Clause 8.4 (Disposal Proceeds), the Company shall be required to certify 10 Business Days prior to such disposal that the projected Disposal Proceeds arising therefrom can and shall be applied in accordance with Clause 8.4 (Disposal Proceeds) and deliver evidence to the Agent that such application shall not be unlawful. To the extent that such application of projected Disposal Proceeds is unlawful, the Company shall not be entitled to dispose of the assets referred to in this paragraph (j) without the prior written consent of the Majority Lenders. If consent of the Majority Lenders is forthcoming, the provisions of paragraphs (h) and (i) above shall apply. This paragraph (j) does not apply in the case of Disposal Proceeds applied pursuant to paragraph (c) of Clause 8.4 (Disposal Proceeds) above provided that such prepayment is in accordance with the terms of Clause 8.4 (Disposal Proceeds). SECTION 5 COSTS OF UTILISATION

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement The Borrower may not reborrow any part of any the Term Loan Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) Any prepayment of any part of the Term Loan Facility shall be applied against the remaining Repayment Instalments thereof (including the balloon payment payable on the Termination Date) in the inverse order of maturity. (e) The Borrowers Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (ef) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 7, it shall promptly forward a copy of that notice to either the Parent Borrower or the affected Lender, as appropriate. (hi) If all or part of a Loan under the Term Loan Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))redrawing, an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) in respect of that Facility will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (hi) shall reduce the Commitments of the Lenders rateablyrateably under that Facility.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 8 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement Agreement, any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Facility Agent receives a notice under this Clause 7 8 it shall promptly forward a copy of that notice to either the Parent HWDC or the affected Lender, as appropriate. (hg) If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the Base Currency Amount of the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (hg) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepaymentprepayment and, if relevant, the part of the Loan to be prepaid or cancelled. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, and without premium or penalty. (c) Unless a contrary indication appears in this Agreement No Borrower may reborrow any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrowers No Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Facility Agent receives a notice under this Clause 7 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to either the Parent Borrowers or the affected LenderLenders, as appropriate. (hg) If all or part of a any Lender’s participation in the Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of the Commitments that Xxxxxx’s Commitment (equal to the amount of the Loan participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment pre-payment given by any Party under this Clause 7 8 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment pre-payment is to be made and the amount of that cancellation or prepaymentpre-payment. (b) Any prepayment pre-payment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break CostsFunding Costs (except in the case of a pre-payment under paragraphs (b) and (d) of Clause 8.3 and paragraph (b) of Clause 10.2 in respect of which the applicable Funding Costs shall be waived), without premium or penalty., except for all amounts due under Clause 11 (Fees) hereof (c) Unless a contrary indication appears in this Agreement Agreement, any part of any Loan the Facility which is prepaid or repaid may be reborrowed re-borrowed in accordance with the terms of this Agreement. (d) The Borrowers Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments Total Maximum Credit except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments Maximum Credit cancelled under this Agreement may be subsequently reinstated. (f) At the end So long as no Default or Event of the Availability PeriodDefault has occurred and is then continuing, the Total Commitments each voluntary pre-payment shall be reduced applied to zeroreduce any Asset Specific Loan Balance as designated by the Borrower to the Agent in writing. (g) If Each voluntary pre-payment received during the Agent receives a notice under this continuation of any Default or Event of Default hereunder shall be applied in such manner as the Security Trustee shall determine in its sole and absolute discretion subject always to the provisions contained in Clause 7 it shall promptly forward a copy of that notice to either the Parent or the affected Lender, as appropriate. (h) If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount 15 of the Commitments (equal to the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateablyDebenture.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 11 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with (i) accrued interest on the amount prepaid and, subject to any and (ii) Break Costs, without premium or penalty. (c) Other than in accordance with Clause 3.2 (Debt Pushdown), no Borrower may reborrow any part of a Term Facility or a Revolving Capex Utilisation which is prepaid. (d) Unless a contrary indication appears in this Agreement Agreement, any part of any Loan the Revolving Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (de) The Borrowers shall not repay or prepay all or any part of the Loans Utilisations or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (ef) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Facility Agent receives a notice under this Clause 7 11 it shall promptly forward a copy of that notice to either the Parent Company or the affected LenderLenders, as appropriate. (h) If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 8 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, and subject to any applicable Break Costs, without premium or penaltyin connection with that prepayment and any prepayment and cancellation fees payable under this Agreement. (c) Unless a contrary indication appears in this Agreement No Borrower may reborrow any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrowers shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 8 it shall promptly forward a copy of that notice to either the Parent Borrower or the affected Lender, as appropriateLenders. (hg) If all or part of any Lender’s participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of the Commitments that Lender’s Commitment (equal to the amount of the Loan participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph . (h) Any prepayment of a Loan (other than a prepayment to a single Lender pursuant to Clause 8.1 (Illegality) or Clause 8.7 (Right of repayment and cancellation in relation to a single Lender) shall reduce the Commitments of the Lenders rateablybe applied pro rata to each Lender’s participation in that Loan.

Restrictions. (aA) Any notice of cancellation or prepayment given by any Party under this Clause 7 (Prepayment and cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (bB) Any prepayment under this Agreement in respect of amounts due under Clause 20.15 (Acceleration) shall be made together with accrued interest on the amount prepaid andbasis of the Outstanding Balance Owed or, subject where or Clause 20.16 (Acceleration upon an Insolvency Event) applies, pursuant to any Break Costs, without premium or penaltythat clause. (c) Unless a contrary indication appears in this Agreement any part of any Loan which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (dC) The Borrowers Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (eD) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (gE) If the Agent receives a notice under this Clause 7 (Prepayment and cancellation) it shall promptly forward a copy of that notice to either the Parent Borrower or the affected Lender (and in the case of the Original Lender which is an affected Lender, the Arranger), as appropriate. (hF) If all or part of any Lender’s participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments that Lender’s Commitment (equal to the amount of the Loan participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement The Borrower may not reborrow any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrowers Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Parent Obligors’ Agent or the affected Lender, as appropriate. (hg) If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) prepaid will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (hg) shall reduce the Commitments of the Lenders rateably. (h) Subject to paragraph (j) below, if it is unlawful for the Borrower to (or procure a Group Company to) make a prepayment under Clause 7.6 (Disposal Proceeds) and for such proceeds to be so applied, the Borrower shall (and shall procure that each Group Company shall) use all reasonable endeavours to overcome the prohibition to enable the relevant prepayment to be made. If, subject always to the requirement for each Obligor using all reasonable endeavours to overcome the prohibition it continues to be unlawful to make a prepayment under Clause 7.6 (Disposal Proceeds), then such prepayment will not be required to be made until such time as the prohibition no longer applies, at which time the relevant Group Company will immediately apply such amount in prepayment of the relevant facilities in accordance with the other provisions of this Clause 7. (i) The provisions of paragraph (h) above shall be subject always to the obligation to use other Group cash which is not subject to similar restrictions to prepay an equivalent amount where the use of such cash would not be materially prejudicial to the overall Group liquidity. (j) Prior to the Disposal of any assets located in The Republic of South Africa where proceeds are required to be prepaid in accordance with Clause 7.6 (Disposal Proceeds), the Company shall be required to certify 10 Business Days prior to such disposal that the projected Disposal Proceeds arising therefrom can and shall be applied in accordance with Clause 7.6 (Disposal Proceeds) and deliver evidence to the Agent that such application shall not be unlawful. To the extent that such application of projected Disposal Proceeds is unlawful, the Company shall not be entitled to dispose of the assets referred to in this paragraph (j) without the prior written consent of the Majority Lenders. If consent of the Majority Lenders is forthcoming, the provisions of paragraphs (h) and (i) above shall apply. This paragraph (j) does not apply in the case of Disposal Proceeds applied pursuant to paragraph (c) of Clause 7.6 (Disposal Proceeds), provided that such prepayment is in accordance with the terms of Clause 7.6 (Disposal Proceeds).

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 ‎7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepaymentprepayment and, if relevant, the part of the Loan to be prepaid or cancelled. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid andprepaid, subject any applicable fees payable pursuant to any Break Costs, Clause ‎10 (Fees) and without premium or penalty. (c) Unless a contrary indication appears in this Agreement No Borrower may re-borrow any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrowers No Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Facility Agent receives a notice under this Clause 7 ‎7 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to either the Parent Borrowers or the affected LenderLenders, as appropriate. (hg) If all or part of a any Lender's participation in the Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of the Commitments that Lender's Commitment (equal to the amount of the Loan participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement The Borrower may not reborrow any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrowers Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments Facility except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments Available Facility cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Parent Borrower or the affected Lender, as appropriate. (hg) If all or part of the Lender’s participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of the Commitments Available Facility (equal to the amount of the Loan participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) The Company may not reborrow any part of Facility A which is prepaid. (d) Unless a contrary indication appears in this Agreement Agreement, any part of any Loan Facility B which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (de) The Borrowers Company shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (ef) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Parent Company or the affected Lender, as appropriate. (h) If all or part of a Loan under a Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) in respect of that Facility will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateablyrateably under that Facility.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 9 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break CostsCosts (if any), without premium or penalty. (c) Unless a contrary indication appears in this Agreement (and, in particular, subject to paragraph (d) below), any part of any Loan Facility A, Facility B or Facility C which is prepaid or repaid may not be reborrowed re-borrowed in accordance with the terms of this Agreement. (d) The Prior to the Initial Facility A Termination Date only, the Borrowers may re-borrow those parts of Facility A that have been voluntarily prepaid pursuant to Clause 9.5 (Voluntary prepayment of Loans). (e) No Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (ef) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 9 it shall promptly forward a copy of that notice to either the Parent relevant Borrower or the affected LenderLenders, as appropriate. (h) If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in Any prepayment under this Agreement shall be subject to Break Costs (if any). Each Lender claiming Break Costs shall, as soon as reasonably practicable after demand by the Agent, provide a certificate confirming the amount of its Break Costs for any part Interest Period in which they accrue. The Agent agrees to provide a copy of any Loan which is prepaid or repaid may be reborrowed in accordance with such certificate to the terms of this AgreementBorrower on request by the Borrower. (d) The Borrowers Borrower may not reborrow any part of the Facility which is prepaid. (e) The Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (ef) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Parent Borrower or the affected Lender, as appropriate. (h) If all or part of a the Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 9 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest fees on the amount prepaid and, subject to any Break Costs, and without premium or penalty. (c) Unless a contrary indication appears in this Agreement No Borrower may reborrow any part of any Loan the Facility which is prepaid (other than pursuant to Clause 9.5 (Voluntary prepayment)) or repaid may be reborrowed in accordance with the terms of this Agreementcancelled pursuant to Clause 9.3 (Voluntary Cancellation) or Clause 9.4 (Automatic Cancellation). (d) The Borrowers shall not repay or prepay all or any part of the Loans L/Gs or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 9 it shall promptly forward a copy of that notice to either the Parent Company or the affected Lender, as appropriate. (hg) If all or part of a Loan an L/G is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the Base Currency Amount of the amount of the Loan L/G which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph . (h) Any prepayment of an outstanding L/G shall reduce be made in the Commitments manner described in paragraph (b) of Clause 8 (Repayment) and shall be subject to the continued payment of the Lenders rateablyL/G fees and administration fees as further specified in Clause 8 (Repayment).

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement Agreement, any part of any Loan the Facility which is repaid or prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrowers Company shall not repay or prepay all or any part of the Loans or cancel reduce all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under any Commitment that is reduced in accordance with this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Parent Company or the affected Lender, as appropriate. (hg) If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (g) (save in connection with any repayment or, as the case may be, prepayment under paragraph (c) of Clause 7.1 (Illegality) or paragraph (c), (g) or (h) of Clause 7.4 (Right of prepayment and cancellation in relation to a single Lender)) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepaymentprepayment and, if relevant, the part of the Loan to be prepaid or cancelled. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costsprepaid, without premium or penalty. (c) Unless a contrary indication appears in this Agreement No Borrower may reborrow any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrowers No Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Facility Agent receives a notice under this Clause 7 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to either the Parent Borrowers or the affected LenderLenders, as appropriate. (hg) If all or part of a any Lender’s participation in the Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of the Commitments that Xxxxxx’s Commitment (equal to the amount of the Loan participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 9 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepaymentprepayment provided that a notice of prepayment may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of certain proceeds, in which case such notice of prepayment may be revoked by or on behalf of the Company (by notice to the Lender prior to the specified prepayment date) if such condition is not satisfied, provided further that the Company shall pay to the Agent any Break Costs incurred as a result of such revocation. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement Agreement, any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrowers Company shall not repay or prepay all or any part of the Loans Utilisations or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No Subject to Clause 2.2 (Increase) and Clause 2.5 (Accordion Facility), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 9 it shall promptly forward a copy of that notice to either the Parent Company or the affected Lender, as appropriate. (hg) If all or part of a Loan Utilisation is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the Base Currency Amount of the amount of the Loan Utilisation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (hg) shall reduce the Commitments of the Lenders rateablyrateably under the Facility.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any repayment or prepayment under this Agreement the Loan(s) prior to or on the Maturity Date shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, but otherwise without premium or penalty. (c) Unless a contrary indication appears in this Agreement The Borrower may not re-borrow any part of any Loan the Facility which is prepaid repaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrowers Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except Loan(s) at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Parent or the affected Lender, as appropriate. (h) If all or part of any Lender’s participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments that Lxxxxx’s Commitment (equal to the amount of the Loan participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. For the avoidance of doubt, Break Costs shall only apply in the event of a voluntary prepayment of a Loan pursuant to this Clause 7 that is not made on a Repayment Date. (c) Unless a contrary indication appears in this Agreement The Borrower may not re-borrow any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrowers Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Parent Borrower or the affected Lender, as appropriate. (hg) If all or part of any Lender’s participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of the that Xxxxxx’s Commitments (equal to the amount of the Loan participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 8 shall be irrevocable (except as otherwise provided in this Clause 8) and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid to, but not including, the date of prepayment and, subject to any Break Costs, without premium or penalty. (c) The Borrower may not reborrow any part of Facility A or Facility C which is prepaid. (d) Unless a contrary indication appears in this Agreement Agreement, any part of any Loan Facility B which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (de) The Borrowers Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (ef) No Any prepayment of Facility A Loans under this Clause 8 shall satisfy the obligations under Clause 7.1 (Repayment of Facility A Loans) rateably. (g) Any prepayment of Facility C Loans under this Clause 8 shall satisfy the obligations under Clause 7.3 (Repayment of Facility C Loans) in such manner as the Facility C Lenders may agree. (h) Unless a contrary indication appears in this Agreement, no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (gi) If the Agent receives a notice under this Clause 7 8 it shall promptly forward a copy of that notice to either the Parent Borrower or the affected Lender, as appropriate. (hj) If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (hj) (save in connection with any repayment or, as the case may be, prepayment under paragraph (b) of Clause 8.1 (Illegality), Clause 8.11 (Right of replacement of a single Lender) or paragraph (c) of Clause 8.12 (Right of prepayment and cancellation in relation to a single Lender)) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement Agreement, any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrowers Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Facility Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Parent Borrower or the affected Lender, as appropriate. (hg) If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (hg) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement Agreement, any part of any Loan the Facility which is repaid or prepaid or repaid may not be reborrowed in accordance with the terms of this Agreementreborrowed. (d) The Borrowers Company shall not repay or prepay all or any part of the Loans or cancel reduce all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under any Commitment that is reduced in accordance with this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Parent Company or the affected Lender, as appropriate. (hg) If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))redrawing, an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (g) (save in connection with any repayment or, as the case may be, prepayment under paragraph (c) of Clause 7.1 (Illegality) or paragraph (c), (g) or (h) of Clause 7.4 (Right of prepayment and cancellation in relation to a single Lender)) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject and any amounts due by the Borrower pursuant to any Break Costs, without premium or penaltyClause 9 (Broken Funding Indemnity). (c) Unless a contrary indication appears in this Agreement The Borrower may not reborrow any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrowers Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Facility Agent receives a notice under this Clause 7 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to either the Parent or the each affected Lender, as appropriate. (hg) If all or part of a the Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))redrawing, an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (hg) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) No Borrower may reborrow any part of the Term Loan Facility which is prepaid. (d) Unless a contrary indication appears in this Agreement Agreement, any part of any Loan the Revolving Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (de) The Borrowers Any prepayment of any part of the Term Loan Facility shall not be applied against the remaining Repayment Instalments thereof (including the balloon payment payable on the Termination Date) in the inverse order of maturity. (f) No Borrower shall repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (eg) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (gh) If the Agent receives a notice under this Clause 7 7, it shall promptly forward a copy of that notice to either the Parent Borrowers or the affected Lender, as appropriate. (hi) If all or part of a Loan under a Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))redrawing, an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) in respect of that Facility will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (hi) shall reduce the Commitments of the Lenders rateablyrateably under that Facility.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, and without premium or penalty, subject only to payment of any applicable Break Costs if prepayment is not made on the last day of an Interest Period. (c) Unless a contrary indication appears in this Agreement The Borrower may not reborrow any part of any Loan the Facilities which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrowers Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Parent Borrower or the affected Lender, as appropriate. (h) If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.SECTION 5 COSTS OF UTILISATION

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 12 shall be irrevocable (except as otherwise provided in this Clause 12) and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid to, but not including, the date of prepayment and, subject to any Break CostsCosts and any prepayment fee payable under Clause 16.8 (Prepayment fee), without premium or penalty. (c) The Borrower may not reborrow any part of a Term Loan Facility or Facility C which is prepaid. (d) Unless a contrary indication appears in this Agreement Agreement, any part of any Loan Facility D which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (de) The Borrowers Borrower shall not repay or prepay all or any part of the Loans Utilisations or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (ef) No Any prepayment of Term Loans under this Clause 12 shall satisfy the obligations under Clause 11.1 (Repayment of Facility A Loans) and Clause 11.2 (Repayment of Facility B Loans) rateably. (g) Unless a contrary indication appears in this Agreement, no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (gh) If the Agent receives a notice under this Clause 7 12 it shall promptly forward a copy of that notice to either the Parent Borrower or the affected Lender, as appropriate. (h) If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepaymentprepayment and, if relevant, the part of the Loan to be prepaid or cancelled. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, and without premium or penalty. (c) Unless a contrary indication appears in this Agreement No Borrower may reborrow any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrowers No Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Facility Agent receives a notice under this Clause 7 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to either the Parent Borrowers or the affected LenderLenders, as appropriate. (hg) If all or part of a any Lender’s participation in the Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of the Commitments that Lender’s Commitment (equal to the amount of the Loan participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this these Clause 7 (Prepayment and cancellation) and Clause 8 (Mandatory prepayment) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid andtogether with, subject if applicable, the Prepayment Charge payable pursuant to any Break Costs, Clause 7.6 (Prepayment Charge) and all other sums due and payable by the Borrower to the Finance Parties as a result of the Loans (or part thereof) being prepaid without premium or penalty. (c) Unless a contrary indication appears in this Agreement Agreement, any part of any the Loan which is prepaid or repaid may not be reborrowed except for the Tranche C Loan which may be reborrowed redrawn at any time during the Availability Period (except when prepaid under Clause 8 hereunder, provided however the Tranche C Loan may be redrawn at any time during the Availability Period in accordance case of prepayment with dividends on or in respect of the terms of this AgreementBorrower’s share capital in the Company. (d) The Borrowers Borrower shall not repay or prepay all or any part of the Loans or cancel reduce all or any part of the Commitments Commitment except at the times and in the manner expressly provided for in this Agreement. (e) No If any Commitment is reduced or cancelled in accordance with this Agreement, the amount of the Total Commitments cancelled under this Agreement such reduction may not be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Facility Agent receives a prepayment notice under this Clause 7 (or Clause 8, if applicable) it shall promptly forward a copy of that notice to either the Parent Borrower or the affected Lender, as appropriate. (hg) If all or part of a Loan under a Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))redrawing, an amount of the Commitments (equal to the amount in respect of the Loan which is repaid or prepaid) that Facility will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (hg) shall reduce the Commitments Commitment of the Lenders rateablyrateably under that Facility.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall 8 shall, unless it provides that it is conditional upon the consummation of refinancing of the Facility, be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement including, for the avoidance of doubt, prepayments according to Clause 6.3 (Utilisations in Optional Currencies and currency fluctuations), shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement Agreement, any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 8 it shall promptly forward a copy of that notice to either the Parent Company or the affected Lender, as appropriate. (hg) If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the Base Currency Amount of the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (hg) shall reduce the Commitments of the Lenders rateably.. SECTION 5 COSTS OF UTILISATIONS

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid prepaid, all amounts then due to the relevant Finance Parties under the Finance Documents as a consequence of that prepayment and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement No Borrower may reborrow any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No Subject to Clause 2.9 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Parent Borrowers or the affected Lender, as appropriate. (hg) If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))Each Borrower, an amount and/or the Agent on behalf of the Commitments Borrower, shall: (equal to the amount i) notify each Hedging Bank of the Loan which is repaid any cancellation, prepayment or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph Clause 7 promptly upon becoming aware of any such event; and (hii) shall reduce the Commitments deliver to each Hedging Bank a true copy of the Lenders rateablyeach notice of cancellation or prepayment given by a Party under this Clause 7 as soon as practicable following its delivery and/or receipt of such notice.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. For the avoidance of doubt, Break Costs shall only apply in the event of a voluntary prepayment of a Loan pursuant to this Clause 7 that is not made on a Repayment Date. (c) Unless a contrary indication appears in this Agreement The Borrower may not re-borrow any part of any Loan a Tranche which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrowers Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Parent Borrower or the affected Lender, as appropriate. (hg) If all or part of any Lender’s participation in a Loan under a Tranche is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of the that Lender’s Commitments (equal to the amount of the Loan participation which is repaid or prepaid) in respect of that Tranche will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and made, the amount of that cancellation or prepaymentprepayment and, if relevant, the part of the Loan to be prepaid or cancelled. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and amounts (if any) payable under the Hedging Agreements in connection with that prepayment and, subject to the fee provided for in Clause 11.3 (Prepayment fee) and any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement No Borrower may reborrow any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrowers No Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Facility Agent receives a notice under this Clause 7 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to either the Parent Borrowers or the affected LenderLenders and/or Hedge Counterparties, as appropriate. (hg) If all or part of a any Lender's participation in the Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of the Commitments that Lxxxxx's Commitment (equal to the amount of the Loan participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (aA) Any notice of cancellation or prepayment given by any Party under this Clause 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (bB) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (cC) Unless a contrary indication appears in this Agreement The Borrower may not reborrow any part of any Loan a Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementrepaid. (dD) The Borrowers Borrower shall not repay or prepay all or any part of the Loans Utilisations or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (eE) No Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (gF) If the Agent receives a notice under this Clause 7 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to either the Parent Borrower or the affected Lender, as appropriate. (hG) If all or part of any Lender’s participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of the Commitments that Lender’s Commitment (equal to the amount of the Loan participation which is repaid or prepaid) under the Facility to which that Loan relates will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 9 shall be irrevocable andand the relevant Party shall be bound, unless to the extent this Agreement permits, to prepay or repay in accordance with that notice. Unless a contrary indication appears in this Agreement, the notice shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest to the date of actual payment on the amount prepaid and, subject and any other sums then due and payable to the Finance Parties under this Agreement (including any Break Costs, without premium or penaltyadditional amount payable under Clause 16.2 (Miscellaneous indemnities)). (c) Unless a contrary indication appears in this Agreement any part No mandatory or involuntary prepayment of any Loan which is prepaid or repaid Facility may be reborrowed in accordance with the terms of this Agreementredrawn or reborrowed. (d) The Borrowers Any mandatory or involuntary prepayment of the Facilities shall not be applied first against amounts outstanding under the Revolving Facility and thereafter against amounts outstanding under the Domestic Facility. (e) Any mandatory or involuntary cancellation of the Facilities shall be applied first against the Revolving Facility and thereafter against the Domestic Facility. (f) No Borrower shall repay or prepay all or any part of the Loans Utilisations or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (eg) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (gh) If the Agent receives a notice under this Clause 7 9, it shall promptly forward a copy of that notice to either the Parent or the affected LenderCreditor, as appropriate. (h) If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or and/or prepayment given by any Party under this Clause 7 9 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment provided that a notice of cancellation under Clause 9.6 (Voluntary cancellation) and/or a notice of prepayment under Clause 9.7 (Voluntary prepayment) may be conditional and may be revoked by the Company by giving notice to the Agent at least one Business Day prior to the specified date of prepayment and/or cancellation, provided that the Company shall within 5 Business Days’ of written notice from the Agent pay any Lender in respect, and in the amount, of such Lenders’ Break Costs as specified in such notice should such voluntary cancellation and/or prepayment not occur on the date specified in the notice of cancellation and/or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement The Borrower may not reborrow any part of any Loan the Facility which is prepaid repaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrowers Borrower shall not repay or prepay all or any part of the Loans a Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 9 it shall promptly forward a copy of that notice to either the Parent Obligors’ Agent or the affected Lender, as appropriate. (h) If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement The Borrower may not reborrow any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrowers Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 7, it shall promptly forward a copy of that notice to either the Parent Borrower or the affected Lender, as appropriate. (hg) If Clause 7.4 (Mandatory prepayment of proceeds) shall not apply to the extent that it would be unlawful to do so, provided that the Borrower has (and it shall ensure that the relevant member(s) of the Group have) used all or part of a Loan is repaid or prepaid reasonable efforts to: (i) avoid such unlawfulness and, if and to the extent it is not available for redrawing unlawful to do so, to pay such Net Proceeds into an account which is subject to security, in form and substance satisfactory to the Security Agent (other than by operation of Clause 4.2 (Further conditions precedent)acting reasonably), in favor of the Lenders to secure all of the obligations of the Obligors under the Finance Documents; and (ii) facilitate cash movement within the Group (taking into account the need for cash resources of relevant members of the Group) to enable an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) will be deemed prepayment to be cancelled on made, until the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateablyrelevant unlawfulness no longer applies.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 9 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement (including, for the avoidance of doubt, under Clause 9.7 (Application of mandatory prepayments)), any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrowers shall not repay or prepay all or any part of the Loans Utilisations or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No Subject to Clause 2.3 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 9 it shall promptly forward a copy of that notice to either the Parent Company or the affected Lender, as appropriate. (hg) If all or part of any Lender’s participation in a Loan Utilisation is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the Base Currency Amount of the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (hg) shall reduce the Commitments of the Lenders rateably. 10.1 Calculation of interest a) The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable: (i) Margin; and

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 8 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. Back to Contents (c) No Borrower may reborrow any part of any Facility B Term Loan which is prepaid. (cd) Unless a contrary indication appears in this Agreement Agreement, any part of any Loan a Facility which is prepaid or repaid (but, in the case of Facility B, only until the Term Out Date) may be reborrowed in accordance with the terms of this Agreement. (de) The Borrowers shall not repay or prepay all or any part of the Loans Utilisations or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (ef) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 8 it shall promptly forward a copy of that notice to either the Parent Company or the affected Lender, as appropriate. (h) If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal . Back to the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.Contents SECTION 5 COSTS OF UTILISATION

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest and accrued Commitment Fee, on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement The Borrower may not reborrow any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrowers Borrower shall not repay or prepay all or any part of the Loans any Loan or cancel all or reduce any part of the Commitments Commitment except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments Facility reduced or cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Parent or the affected Lender, as appropriate. (h) If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments Commitment (equal to the amount Base Currency Amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.​ ​ ​ ​

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any Subject to paragraph (e) of Clause 7.6 (Mandatory Prepayment – General), any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement No Borrower may reborrow any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Parent or the affected Lender, as appropriate. (hg) If all or part of a Loan under the Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) in respect of the Facility will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateablyrateably under the Facility.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement Agreement, any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Parent Borrower or the affected Lender, as appropriate. (hg) If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the amount of the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (hg) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement The Borrower may not reborrow any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrowers Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or reduce any part of the Commitments Commitment except at the times and in the manner expressly provided for in this Agreement. (e) No If any Commitment is reduced in accordance with this Agreement, the amount of the Total Commitments cancelled under this Agreement such reduction may not be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Parent Borrower or the affected Lender, as appropriate. (hg) If all or part of a the Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))redrawing, an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (hg) (save in connection with any repayment or, as the case may be, prepayment under paragraph (c) of Clause 7.1 (Illegality), Clause 7.2 ( Mandatory prepayment on change of control or share ownership) or paragraph (c) of Clause 7.7 (Right of prepayment and cancellation in relation to a single Lender)) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and made, the amount of that cancellation or prepaymentprepayment and, if relevant, the part of the Loan to be prepaid or cancelled. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and amounts (if any) payable under the Hedging Agreement in connection with that prepayment and, subject to the fee provided for in Clause 11.3 (Prepayment fee) and any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement No Borrower may reborrow any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrowers No Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Facility Agent receives a notice under this Clause 7 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to either the Parent Borrowers or the affected LenderLenders and/or Hedge Counterparties and/or Sinosure, as appropriate. (hg) If all or part of a any Lender’s participation in the Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of the Commitments that Xxxxxx’s Commitment (equal to the amount of the Loan participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and made, the amount of that cancellation or prepaymentprepayment and, if relevant, the part of the Loan to be prepaid or cancelled. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement No Borrower may reborrow any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrowers No Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Facility Agent receives a notice under this Clause 7 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to either the Parent Borrowers or the affected Lender, as appropriateLenders. (hg) If all or part of a any Lender's participation in the Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of the Commitments that Xxxxxx's Commitment (equal to the amount of the Loan participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepaymentprepayment and, if relevant, the part of the Loan to be prepaid or cancelled. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, and without premium or penalty. (c) Unless a contrary indication appears in this Agreement The Borrower may not re borrow any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrowers Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Facility Agent receives a notice under this Clause 7 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to either the Parent Borrower or the affected LenderLenders, as appropriate. (hg) If all or part of a any Lender’s participation in the Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of the Commitments that Lender’s Commitment (equal to the amount of the Loan participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 11 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any and Break Costs, without premium or penalty. (c) The Parent shall, on the prepayment of the whole or any part of a Term Loan or cancellation of any Revolving Commitment within 12 months of the date of this Agreement, where such prepayment or cancellation is made using the proceeds of any bank debt or such cancellation is made pursuant to a refinancing by the Parent, pay to the Facility Agent for the account of each Lender an amount equal to 1 per cent of the amount prepaid or cancelled (the “Refinancing Premium”) provided that no such Refinancing Premium shall be payable to any Lender which is participating as a Lender in such refinancing. (d) The Parent may not reborrow any part of the Term Facility which is prepaid. (e) Unless a contrary indication appears in this Agreement Agreement, any part of any Loan the Revolving Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (df) The Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (eg) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (gh) If the Facility Agent receives a notice under this Clause 7 11 it shall promptly forward a copy of that notice to either the Parent or the affected LenderLenders, as appropriate. (h) If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, and subject to any Break Costs, Costs and any prepayment and cancellation fees payable under this Agreement without premium or penalty. (c) Unless a contrary indication appears in this Agreement The Borrower may not reborrow any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrowers Borrower shall not repay or prepay all or any part of the Loans or and the Borrower shall not cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 7, it shall promptly forward a copy of that notice to either the Parent Borrower or the affected LenderLenders, as appropriate. (hg) If all or part of any Lender’s participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of the Commitments that Lender’s Commitment (equal to the amount of the Loan participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (hg) shall reduce the Commitments of the Lenders rateably. (h) Any prepayment of a Loan (other than a prepayment to a single Lender pursuant to Clause 7.1 (Illegality), Clause 7.2 (Change of control) or Clause 7.7 (Right of repayment and cancellation in relation to a single Lender)) shall be applied pro rata to each Lender’s participation in that Loan.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement Agreement, any part of any Loan the Facility which is prepaid or repaid may be reborrowed re-borrowed in accordance with the terms of this Agreement. (d) The Borrowers Company shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Parent Company or the affected Lender, as appropriate. (hg) If all or part of a Loan Utilisation is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the Base Currency Amount of the amount of the Loan Utilisation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (hg) shall reduce the Commitments of the Lenders rateablyrateably under the Facility.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement any part of any Loan which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrowers Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments Commitment except at the times and in the manner expressly provided for in this Agreement. (ed) No amount of the Total Commitments Commitment cancelled under this Agreement may be subsequently reinstated. (fe) At the end Unless a contrary indication appears in this Agreement, any part of the Availability Period, Facility which is repaid or prepaid may be reborrowed in accordance with the Total Commitments shall be reduced to zeroterms of this Agreement. (g) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Parent or the affected Lender, as appropriate. (hf) If all or part of a Loan under the Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))redrawing, an amount of the Commitments Commitment (equal to the amount of the Loan which is repaid or prepaid) in respect of the Facility will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation authorisation or prepayment other election given or notified by any Party under this Clause 7 paragraph 3(d) or paragraph 4 shall (subject to the terms of those provisions) be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepaymentirrevocable. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) The Borrower may not re-borrow any part of a Term Loan Facility which is prepaid. (d) Unless a contrary indication appears in this Agreement herein, any part of any Loan the Revolving Facility which is repaid or prepaid or repaid may be reborrowed re-borrowed in accordance with the terms of this Agreement. (de) The Borrowers Borrower shall not repay or prepay all or any part of the Loans Utilisations or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At If the end of Agent receives an election under paragraph 3(d), it shall promptly forward a copy to the Availability Period, the Total Commitments shall be reduced to zeroaffected Lenders. (g) If the Agent receives a notice under this Clause 7 9 (Illegality, Voluntary Prepayment and Cancellation) or an election under paragraph 3(d), it shall promptly forward a copy of that notice or election to either the Parent Borrower or the affected Lender, as appropriate. (h) The Agent shall notify the Lenders as soon as possible of any proposed prepayment under paragraph 2(a). (i) If all or any part of any Lender’s participation in a Loan Utilisation under a Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))redrawing, an amount of the Commitments (equal to the amount that Lender’s Commitment in respect of the Loan which is repaid or prepaid) that Facility will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph . (hj) shall reduce Where the Commitments events or circumstances giving rise to any Claim Proceeds, Eminent Domain Proceeds, Insurance Proceeds or Termination Proceeds involve any loss, liability, charge or claim relating to or made against a member of the Lenders rateablyGroup or the loss or destruction of or damage to assets of a member of the Group (in each case, in respect of the Project), such proceeds shall first be applied to satisfy fully (or reimburse a member of the Group which has discharged) any loss, liability, charge or claim relating to or made against a member of the Group or, as the case may be, in the full replacement, reinstatement and/or repair of assets of members of the Group (in each case, solely in respect of the Project) which have been lost, destroyed or damaged, in each case, as a result of the events or circumstances giving rise to those proceeds.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 8 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) No Borrower may reborrow any part of Facility C which is prepaid. (d) Unless a contrary indication appears in this Agreement Agreement, any part of any a Revolving Loan which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (de) The Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (ef) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 8 it shall promptly forward a copy of that notice to either the Parent Borrowers or the affected Lender, as appropriate. (h) If all or part of a Loan under a Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the Base Currency Amount of the amount of the Loan which is repaid or prepaid) in respect of that Facility will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateablyrateably under that Facility.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 11 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement Agreement, any part of any Loan Revolving Credit Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrowers Borrower shall not repay or prepay all or any part of the Loans Utilisations or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Revolving Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Administrative Agent receives a notice under this Clause 7 11 it shall promptly forward a copy of that notice to either the Parent Borrower or the affected Revolving Lender, as appropriate. (hg) If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) will be deemed All payments to be cancelled on the date of repayment made by any Credit Party shall be made without condition or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateablydeduction for any counterclaim, defense, recoupment or setoff.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) The Borrower may not re-borrow any part of the Tranche A Loan which is repaid or prepaid. (d) Unless a contrary indication appears in this Agreement any part and subject to Clause 6.3 (Reduction of any Loan which is prepaid or repaid Tranche B), the Borrower may be reborrowed during the Tranche B Availability Period re-borrow (in accordance with the terms of this Agreement) any Tranche B Loan (or any part thereof) which is prepaid or repaid. (de) The Borrowers Borrower shall not repay or prepay all or any part of the Loans or cancel or reduce all or any part of the Commitments or Available Commitments of the Lenders for any Tranche except at the times and in the manner expressly provided for in this Agreement. (ef) No amount If any Commitment of the Total Commitments any Lender in respect of any Tranche is cancelled or reduced under this Agreement Agreement, such Commitment so cancelled or reduced may not be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Parent Borrower or the affected Lender, as appropriate. (h) If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and amounts (if any) payable under the Hedging Agreement in connection with that prepayment and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement No Borrower may reborrow any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrowers No Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Facility Agent receives a notice under this Clause 7 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to either the Parent Borrowers or the affected LenderLenders and/or Hedge Counterparties, as appropriate. (hg) If all or part of a any Lender's participation in the Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of the Commitments that Lxxxxx's Commitment (equal to the amount of the Loan participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement Agreement, any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No Subject to Clause 2.2 (Increase) and Clause 2.3 (Increase – Accordion Option), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 7, it shall promptly forward a copy of that notice to either the Parent Company or the affected Lender, as appropriate. (hg) If all or part of a Loan under the Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) in respect of the Facility will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (hg) shall reduce the Commitments of the Lenders rateablyrateably under the Facility.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penaltyand the prepayment fee payable in accordance with paragraph (c) of Clause 7.3 (Voluntary prepayment of Facility). (c) The Borrower may not reborrow any part of the Loan which is prepaid. (d) Unless a contrary indication appears in this Agreement Agreement, any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (de) The Borrowers Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (ef) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Parent Borrower or the affected Lender, as appropriate. (h) If all or part of a any Lender’s participation in the Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments that Xxxxxx’s Commitment (equal to the amount of the Loan participation which is repaid or prepaid) in will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (aA) Any notice of cancellation cancellation, prepayment, authorisation or prepayment other election given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (bB) Any prepayment under this Agreement shall be made together with (1) accrued interest on the amount prepaid and, subject to and (2) any Break CostsCosts where the prepayment is made on a day which is not the last day of an Interest Period for the relevant Loan, but otherwise without premium or penalty. (cC) Unless a contrary indication appears Save otherwise agreed by the Parties in this Agreement writing, the Borrower may not reborrow any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (dD) No amount of any of the Commitment cancelled under this Agreement may be subsequently reinstated. (E) The Borrowers Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Parent or the affected Lender, as appropriate. (hF) If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))redrawing, an amount of the Commitments (Commitment equal to the amount of the Loan which is repaid or prepaid) prepaid will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 (Repayment and Cancellation) (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid in connection with that prepayment and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement No Borrower may reborrow any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrowers shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Facility Agent receives a notice under this Clause 7 (Repayment and Cancellation) it shall promptly forward a copy of that notice to either the Parent Borrowers or the affected LenderLenders, as appropriate. (h) If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid andand all other amounts accrued and unpaid or outstanding under the Finance Documents including any Equity Upside, subject to but without any Break Costs, without other premium or penalty. (c) Unless a contrary indication appears in this Agreement The Borrower may not reborrow any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrowers Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments Commitment except at the times and in the manner expressly provided for in this Agreement. (e) No Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Facility Agent receives a notice under this Clause 7 it shall promptly as soon as reasonably practicable forward a copy of that notice to either the Parent Borrower or the affected Lender, as appropriate. (hg) If all or part of a any Lender’s participation in the Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments that Lender’s Commitment (equal to the amount of the Loan participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepaymentprepayment and, if relevant, the part of the Loan to be prepaid or cancelled. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement No Borrower may reborrow any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrowers No Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Facility Agent receives a notice under this Clause 7 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to either the Parent Borrowers or the affected LenderLenders, as appropriate. (hg) If all or part of a any Lender’s participation in the Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of the Commitments that Lender’s Commitment (equal to the amount of the Loan participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement and, for the avoidance of doubt, any repayment under this Clause 7 (Prepayment and Cancellation), shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless Each Russian Obligor shall: (i) in the case of a contrary indication appears voluntary prepayment under Clause 7.5 (Voluntary prepayment of Loans), together with the notice of prepayment; and (ii) in this Agreement any part the case of any other prepayment under this Clause 7 (Prepayment and Cancellation), no later than at the time of prepayment, deliver to the Agent satisfactory evidence that the Russian Obligor has provided to the Account Bank all necessary documents required for registering such prepayment under the Loan which is prepaid or repaid may be reborrowed in accordance Passport, and has complied with the terms of this Agreementany Special Account Requirements relating to such prepayment. (d) No Borrower may reborrow any part of the Facility which is prepaid except as provided in Clause 2.2 (Increase of Total Facility B Commitments). (e) The Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (ef) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Parent Company or the affected Lender, as appropriate. (h) If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.SECTION 5 COSTS OF UTILISATION

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. For the avoidance of doubt, Break Costs shall only apply in the event of a voluntary prepayment of a Loan pursuant to this Clause 7 that is not made on a Repayment Date. (c) Unless a contrary indication appears in this Agreement The Borrower may not re-borrow any part of any Loan a Tranche which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrowers Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Parent Borrower or the affected Lender, as appropriate. (hg) If all or part of any Lender’s participation in a Loan under a Tranche is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of the that Xxxxxx’s Commitments (equal to the amount of the Loan participation which is repaid or prepaid) in respect of that Tranche will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 12 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) No Borrower may reborrow any part of a Term Facility which is prepaid. (d) Unless a contrary indication appears in this Agreement Agreement, any part of any Loan Revolving Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement.. Table of Contents (de) The Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (ef) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 12 it shall promptly forward a copy of that notice to either the Parent Company or the affected Lender, as appropriate. (h) If The Agent shall notify the Lenders as soon as possible of any proposed prepayment of any Loan under Clause 12.2 (Change of Control) or Clause 12.3 (Net Disposal Proceeds and Net Financing Proceeds). Each Lender who (or whose Affiliate) has subscribed for a capital increase in the Company or on whose (or on whose Affiliate's) account such capital increase has been subscribed may, if it gives the Agent no less than 3 Business Days prior notice, elect to waive all or a specified part of its share of that prepayment. In such case the remaining proceeds form such mandatory prepayments shall be applied between the other Lenders in accordance with Clause 33.5 (Partial Payments). Each Lender that elects to make use of this right (an "Electing Lender") shall be entitled to a Loan is repaid or prepaid and is not available for redrawing (preferential treatment on any such future mandatory prepayment such that prior to any payment being made to any other than by operation of Clause 4.2 (Further conditions precedent)), Lender the Agent shall first pay to each Electing Lender an amount of the Commitments (equal to the amount required to put each Electing Lender in the same position as any other Lender. If there is more than one Electing Lender any payment shall be pro rata. The rights of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation any Electing Lender under this paragraph (h) shall reduce the Commitments of the Lenders rateablyare personal rights and must not be assigned and/or transferred to any other person.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, and without premium or penalty. (c) Unless a contrary indication appears in this Agreement Agreement, any part of any Loan the Facility which is repaid or prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrowers Obligors shall not repay or prepay all or any part of the Loans or cancel reduce all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under any Commitment that is reduced in accordance with this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Parent Company or the affected Lender, as appropriate. (hg) If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (g) (save in connection with any repayment or, as the case may be, prepayment under paragraph (c) of Clause ‎7.1 (Illegality) or paragraph (c), (g) or (h) of Clause 7.4 (Right of prepayment and cancellation in relation to a single Lender)) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and made, the amount of that cancellation or prepaymentprepayment and, if relevant, the part of the Loan to be prepaid or cancelled. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any fee provided for in Clause 11.3 (Cancellation fee) or Clause 11.4 (Prepayment fee) and any Break Costs, if and as applicable under this Agreement, without premium or penalty. (c) Unless a contrary indication appears in this Agreement No Borrower may reborrow any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrowers No Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Facility Agent receives a notice under this Clause 7 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to either the Parent or Borrowers and/or the affected LenderLenders, as appropriate. (hg) If all or part of a any Lender's participation in the Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of the Commitments that Lxxxxx's Commitment (equal to the amount of the Loan participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penaltyand the prepayment fee payable in accordance with paragraph (c) of Clause 7.3 (Voluntary prepayment of Facility). (c) The Borrower may not reborrow any part of a Loan which is prepaid. (d) Unless a contrary indication appears in this Agreement Agreement, any part of any Loan a Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (de) The Borrowers Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (ef) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Parent Borrower or the affected Lender, as appropriate. (h) If all or part of any Lender’s participation in a Loan under a Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments that Xxxxxx’s Commitment (equal to the amount of the Loan participation which is repaid or prepaid) in respect of that Facility in will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 Section 3.6 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any cancellation or prepayment under (whether by way of voluntary cancellation or prepayment, by operation of Section 3.6.1 (Illegality), Section 3.6.2 (Change of Control) or Section 7.2 (Acceleration) or otherwise) pursuant to this Agreement shall be made on an Interest Payment Date (unless another date is specified by FMO) together with accrued interest on the amount prepaid and(in the case of a prepayment) and any outstanding fees or costs including Cancellation Fee or Prepayment Fee, subject to and shall be accompanied by payment of any FMO Break Costs, without premium or penaltyif applicable (and, in respect of any Fixed Rate Utilizations, any Redeployment Costs calculated as set out in Section 3.3.8(h)). (c) Unless a contrary indication appears in this Agreement The Borrower may not reborrow any part of any Loan the Facility which is prepaid or repaid pursuant to this Agreement. No amount of the Facility cancelled under this Agreement may be reborrowed in accordance with the terms of this Agreementsubsequently reinstated. (d) The Borrowers Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments Available Facility, except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Parent or the affected Lender, as appropriate. (h) If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 clause 9 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) The Company may not reborrow any part of a Term Facility which is prepaid. (d) Unless a contrary indication appears in this Agreement Agreement, any part of any Loan the Revolving Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (de) The Borrowers No Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (ef) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 clause 8 it shall promptly forward a copy of that notice to either the Parent Company or the affected Lender, as appropriate. (h) If all or part of any Lender's participation in a Loan under a Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause clause 4.2 (Further conditions precedent)), an amount of the Commitments that Xxxxxx's Commitment (equal to the Base Currency Amount of the amount of the Loan participation which is repaid or prepaid) in respect of that Facility will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to the fee provided for in Clause 11.3 (Prepayment fee), if applicable, and any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement The Borrower may not reborrow any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrowers Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Facility Agent receives a notice under this Clause 7 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to either the Parent Borrower or the affected Lender, as appropriateLenders. (hg) If all or part of a any Lender's participation in the Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of the Commitments that Lxxxxx's Commitment (equal to the amount of the Loan participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 12 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement Agreement, any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No Subject to Clause 2.3 (Increase) no amount of the Total Committed Revolving Facility Commitments, Total Uncommitted Revolving Facility Commitments or Total Swingline Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 12 it shall promptly forward a copy of that notice to either the Parent Company or the affected Lender, as appropriate. (hg) If all or part of a Loan under a Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 5.2 (Further conditions precedent)), an amount of the Commitments (equal to the Base Currency Amount of the amount of the Loan which is repaid or prepaid) in respect of that Facility will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (hg) shall reduce the Commitments of the Lenders rateablyproportionately to their participations in that Loan.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 8 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement The Borrower may not reborrow any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrowers Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments or Available Commitments of the Lenders (for any or all of the Tranches) except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments or any Commitment or Available Commitment (in respect of any Tranche) of any Lender cancelled or reduced under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Facility Agent receives a notice under this Clause 7 8 it shall promptly forward a copy of that notice to either the Parent Borrower or the affected Lender, as appropriate. (h) If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 8 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement any Any part of any Loan the Facility which is prepaid or repaid may not be reborrowed in accordance with the terms of this Agreementreborrowed. (d) The Borrowers Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 8 it shall promptly forward a copy of that notice to either the Parent Borrower or the affected Lender, as appropriate.. Table of Contents 9. INDEMNIFICATION OF OFFER GUARANTOR 9.1 Notification of claim under Offer Guarantee (ha) If all or part of a Loan is repaid or prepaid promptly notify the Agent and is not available for redrawing the Borrower of: (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to i) the amount of the Loan Offer Guarantee Claim; and (ii) the latest date by which payment is repaid or prepaid) will be deemed required to be cancelled made in respect of the relevant Offer Guarantee Claim, (attaching to such notification a copy of the relevant Offer Guarantee Claim) and the Agent shall promptly notify the Lenders; and (b) make a demand on the date of repayment or prepayment. Any cancellation Borrower under this paragraph (h) shall reduce the Commitments of Instruction Letter Indemnity for the Lenders rateablyfull amount claimed under the Offer Guarantee Claim.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 Agreement shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement Agreement, any part of any Loan a Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrowers shall not repay or prepay all or any part of the Loans Utilisations or cancel all or any part of the Commitments Participations except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments Facilities cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Facility Agent receives a notice under this Clause 7 10 it shall promptly forward a copy of that notice to either the Parent Company or the affected Lender, as appropriate. (hg) If all or part of any Outstanding under a Loan Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))redrawing, an amount of the Commitments relevant Participation (equal to the Base Currency Amount of the amount of the Loan Outstanding which is repaid or prepaid) in respect of that Facility will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (hg) shall reduce the Commitments relevant Participations of the Lenders rateablyrateably under the relevant Facility.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 9 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. 118798-4-1-v6.0 - 48 - 70-40539524 (c) The Borrower may not voluntarily cancel all or any part of the Facility or voluntarily prepay all or any part of the Facility unless the Borrower has provided evidence to the Agent and the Agent has confirmed that it is satisfied that the Borrower has sufficient funds available to pay when due any breakage costs or other termination amounts or costs payable under any Hedging Agreement in relation to the proposed cancellation or prepayment. (cd) Unless a contrary indication appears in this Agreement Agreement, any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (de) The Borrowers Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (ef) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 9 it shall promptly forward a copy of that notice to either the Parent Borrower or the affected Lender, as appropriate. (h) If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 8 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement Agreement, any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrowers Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 8 it shall promptly forward a copy of that notice to either the Parent Borrower or the affected Lender, as appropriate. (hg) If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (hg) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepaymentprepayment and, if relevant, the part of the Loan to be prepaid or cancelled. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, and amounts (if any) payable under the Hedging Agreements in connection with that prepayment and without premium or penalty. (c) Unless a contrary indication appears in this Agreement No Borrower may reborrow any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrowers No Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Facility Agent receives a notice under this Clause 7 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to either the Parent Borrowers or the affected LenderLenders and/or Hedge Counterparties, as appropriate. (hg) If all or part of a any Lender’s participation in the Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of the Commitments that Xxxxxx’s Commitment (equal to the amount of the Loan participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement Agreement, any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Parent Company or the affected Lender, as appropriate. (hg) If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the Base Currency Amount of the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (hg) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 8 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement Agreement, any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrowers Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Facility Agent receives a notice under this Clause 7 8 it shall promptly forward a copy of that notice to either the Parent Company or the affected Lender, as appropriate. (hg) If all or part of any Lender’s participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments that Xxxxxx’s Commitment (equal to the Base Currency Amount of the amount of the Loan participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid andand all other amounts accrued and unpaid or outstanding under the Finance Documents including any Make-Whole Amount and any Equity Upside, subject to but without any Break Costs, without other premium or penalty. (c) Unless a contrary indication appears in this Agreement The Borrower may not reborrow any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrowers Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments Commitment except at the times and in the manner expressly provided for in this Agreement. (e) No Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Facility Agent receives a notice under this Clause 7 it shall promptly as soon as reasonably practicable forward a copy of that notice to either the Parent Borrower or the affected Lender, as appropriate. (hg) If all or part of a any Lender’s participation in the Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments that Lender’s Commitment (equal to the amount of the Loan participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) No Borrower may reborrow any part of a Term Facility which is prepaid. (d) Unless a contrary indication appears in this Agreement Agreement, any part of any Loan the Working Capital Facility which is repaid or prepaid or repaid may be reborrowed in accordance with the terms of this Agreement and the Working Capital Facility Agreement. (de) The Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (ef) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the a Facility Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Parent Company or the affected Lender, as appropriate. (h) If all or part of any Lender’s participation in a Loan under a Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments that Lender’s Commitment (equal to the amount of the Loan participation which is repaid or prepaid) in respect of that Facility will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and made, the amount of that cancellation or prepaymentprepayment and, if relevant, the part of the Loan to be prepaid or cancelled. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to the fee provided in Clause 11.3 (Prepayment fee) and any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement No Borrower may reborrow any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrowers No Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Facility Agent receives a notice under this Clause 7 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to either the Parent Borrowers or the affected LenderLenders, as appropriate. (hg) If all or part of a any Lender’s participation in the Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of the Commitments that Xxxxxx’s Commitment (equal to the amount of the Loan participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation cancellation, prepayment or prepayment replacement given by any Party under this Clause 7 8 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement Agreement, any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Facility Agent receives a notice under this Clause 7 8 it shall promptly forward a copy of that notice to either the Parent Company or the affected Lender, as appropriate. (hg) If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the Base Currency Amount of the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (hg) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation cancellation, repayment or prepayment given by any Party under this Clause 7 (Illegality, Mandatory Repayment, Voluntary Prepayment and Cancellation) shall (subject to the terms of those Clauses) be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation cancellation, repayment or prepayment is to be made and the amount of that cancellation cancellation, repayment or prepayment. (b) Any Subject to Clause 7.7 (Prepayment Fee) and Clause 10.4 (Exit Fee), any repayment or prepayment under this Agreement Clause 7 (Illegality, Mandatory Repayment, Voluntary Prepayment and Cancellation) shall be made together with accrued interest on the amount repaid or prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement any Any part of any Loan a Facility which is prepaid or repaid may not be reborrowed in accordance with the terms of this Agreementreborrowed. (d) The Borrowers shall not repay or prepay all or any part of the Loans Utilisations or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Parent or the affected Lender, as appropriate. (h) If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 ‎7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement The Borrower may not reborrow any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrowers Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or reduce any part of the Commitments Commitment except at the times and in the manner expressly provided for in this Agreement. (e) No If any Commitment is reduced in accordance with this Agreement, the amount of the Total Commitments cancelled under this Agreement such reduction may not be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 ‎7 it shall promptly forward a copy of that notice to either the Parent Borrower or the affected Lender, as appropriate. (hg) If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 ‎4.2 (Further conditions precedent)), an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph ‎(g) (hsave in connection with any repayment or, as the case may be, prepayment under paragraph ‎(c) of Clause ‎7.1 (Illegality) or paragraph ‎(c) of Clause ‎7.5 (Right of prepayment and cancellation in relation to a single Lender)) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement Agreement, any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrowers Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Parent or the affected Lender, as appropriateall relevant Parties. (hg) If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (hg) shall reduce the Commitments of the Lenders rateably. (h) If any part of the Facility is repaid or prepaid or any part of the Total Commitments is cancelled, the Borrower shall wholly or partly unwind any continuing Permitted Hedging Transactions so that their notional amount does not, and will not in the future, exceed the amount of the Loans.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement The Borrower may not reborrow any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrowers Borrower shall not repay or prepay all or any part of the Loans any Loan or cancel all or reduce any part of the Commitments Commitment except at the times and in the manner expressly provided for in this Agreement. (e) No If any Commitment is reduced in accordance with this Agreement, the amount of the Total Commitments cancelled under this Agreement such reduction may not be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Parent Borrower or the affected Lender, as appropriate. (hg) If all or part of a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))redrawing, an amount of the Commitments (equal to the amount of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (hg) (save in connection with any repayment or, as the case may be, prepayment under paragraph (c) of Clause 7.1 (Illegality) or paragraph (c) of Clause 7.7 (Right of prepayment and cancellation in relation to a single Lender)) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 16 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement Agreement, any part of any Loan the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrowers shall not repay or prepay all or any part of the Loans Utilisations or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstatedreinstated (other than in accordance with Clause 2.2 (Increase in Total Commitments)). (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 16 it shall promptly forward a copy of that notice to either the Parent Company or the affected Lender, as appropriate. (hg) If all or part of a Loan Utilisation under the Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the Base Currency Amount of the amount of the Loan Utilisation which is repaid or prepaid) in respect of the Facility will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (hg) shall reduce the Commitments of the Lenders rateablyrateably under the Facility.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears otherwise expressly provided in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepaymentprepayment is to be made. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penaltyprepaid. (c) Unless a contrary indication appears in this Agreement any part of any Loan which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrowers Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except Available Facility at the times time and in the manner other than expressly provided for in this Agreement. (ed) No amount of Any Loans prepaid by the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice Borrower under this Clause 7 it (Prepayment and Cancellation) shall be repaid against each instalment in positive order from the first instalment of repayment in the order set out in Clause 6.1 (Repayment Date And Amount) of this Agreement. The amount prepaid will repay the Loans made by each Lender in pro rata to the Borrower at such time according to the scheduled repayment instalments. (e) On receipt of a notice referred to in this Clause 7 (Prepayment and Cancellation), the Facility Agent shall promptly forward a copy of that notice to either the Parent Borrower or the affected Lender, as appropriate. (hf) If all or part of a Loan is repaid or prepaid and is The Borrower may not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of the Commitments (equal to the amount of re-borrow the Loan which is repaid has been prepaid without the prior written consent of all Lenders. (g) The Borrower which makes a mandatory prepayment shall remit the prepayment amount required by the Facility Agent to an account designated by the Facility Agent by way of wire transfer or prepaid) will be deemed to be cancelled inter-bank transfer no later than 11:00 a.m. on the prepayment date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce determined pursuant to the Commitments of the Lenders rateablypreceding paragraph.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 8 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) The Borrower may not reborrow any part of Facility A, Facility C1 or Facility C2 which is prepaid. (d) Unless a contrary indication appears in this Agreement Agreement, any part of any Loan Facility B which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (de) The Borrowers Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (ef) No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 7 8 it shall promptly forward a copy of that notice to either the Parent Borrower or the affected Lender, as appropriate. (h) If all or part Any profit received by a Lender as a result of terminating any Hedging Agreements pursuant to a Loan is repaid or prepaid and is not available prepayment under this Agreement shall be for redrawing (other than by operation the account of Clause 4.2 (Further conditions precedent)), an the Borrower. The exact amount of such profit shall be calculated by the Commitments (equal relevant Lender and shall be justified in writing to the amount Borrower. (i) Prepayments shall be made proportionally between Facility A and the aggregate of the Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateablyFacility C1 and Facility C2.