Common use of Right of Cancellation Clause in Contracts

Right of Cancellation. and repayment in relation to a single Lender or Issuing Bank (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (a) of Clause 14.2 (Tax gross-up); (ii) any Lender or the Issuing Bank claims indemnification from the Company or an Obligor under Clause 14.3 (Tax indemnity) or Clause 15.1 (Increased costs); or (iii) any FATCA Protected Lender notifies the Agent of a FATCA Event pursuant to Clause 8.5 (Mandatory repayment and cancellation of FATCA Protected Lenders), the Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification or FATCA Event continues, give the Agent notice: (i) (if such circumstances relate to a Lender) of cancellation of the Commitment(s) of that Lender and its intention to procure the repayment in respect of that Lender’s participation in the Bank Guarantee and its share of all accrued fees and interest or to replace that Lender in accordance with Clause 39.5 (Replacement of Lender); or (ii) (if such circumstances relate to the Issuing Bank) of cancellation of the outstanding Bank Guarantee and the cancellation of the Commitment(s) of each Lender and its intention to procure the repayment of the Issuing Bank and the repayment of each Lender’s participation in the Bank Guarantee and all accrued fees and interest or its intention to replace the Issuing Bank in accordance with Clause 39.6 (Replacement of Issuing Bank). (b) On receipt of a notice referred to in paragraph (a) above in relation to a Lender, the Commitment of that Lender shall immediately be reduced to zero.

Right of Cancellation. and repayment in relation to a single Lender or Issuing BankLender (a) If: (i) any sum payable to any Lender or Ancillary Facility Lender or L/C Bank by an Obligor is required to be increased under paragraph (ac) of Clause 14.2 16.2 (Tax gross-up);; or (ii) any Lender or the Issuing Ancillary Facility Lender or L/C Bank claims indemnification from the Company or an Obligor under Clause 14.3 16.3 (Tax indemnity) or Clause 15.1 17.1 (Increased costs); or; (iii) any FATCA Protected Lender notifies or Ancillary Facility Lender or L/C Bank invokes Clause 14.3 (Market disruption), then, subject to paragraph (c) below: (iv) if the Agent of circumstance relates to a FATCA Event pursuant to Clause 8.5 (Mandatory repayment and cancellation of FATCA Protected Lenders)Lender, the Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification or FATCA Event continues, give the Agent notice: (iA) arrange for the transfer or assignment in accordance with this Agreement of the whole (if such circumstances relate but at par only) of that Lender’s Commitment and participation in the Loans to a Lendernew or existing Lender willing to accept that transfer or assignment; or (B) give the Facility Agent notice of cancellation of the Commitment(s) Commitment of that Lender and its intention to procure the repayment in respect of that Lender’s participation in the Bank Guarantee and its share of all accrued fees and interest or to replace that Lender in accordance with Clause 39.5 (Replacement of Lender); or (ii) (if such circumstances relate to the Issuing Bank) of cancellation of the outstanding Bank Guarantee and the cancellation of the Commitment(s) of each Lender and its intention to procure the repayment of the Issuing Bank and the repayment of each Lender’s participation in the Bank Guarantee and all accrued fees and interest or its intention to replace the Issuing Bank in accordance with Clause 39.6 (Replacement of Issuing Bank). (b) On receipt of a notice referred to in paragraph (a) above in relation to a LenderLoans, whereupon the Commitment of that Lender shall immediately be reduced to zero; (v) if the circumstance relates to an L/C Bank, the Company may give the Facility Agent notice of repayment of any outstanding Documentary Credit issued by such L/C Bank and cancellation of the appointment of such L/C Bank as an L/C Bank under this Agreement in relation to any Documentary Credit to be issued in the future or the provision of full cash cover in respect of such L/C Bank’s maximum contingent liability under each outstanding Documentary Credit; and (vi) if the circumstance relates to an Ancillary Facility Lender, the Company may give the Facility Agent notice of cancellation of that Ancillary Facility Lender’s Commitment and the Company’s intention to procure the repayment of the utilisations of any Ancillary Facility granted by that Ancillary Facility Lender, whereupon the Commitment of that Ancillary Facility Lender shall immediately be reduced to zero. (b) On the last day of each Interest Period which ends after the Company has given notice under paragraph (a)(iv)(B), (a)(v) or (a)(vi) above (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Loan or utilisation of an Ancillary Facility is outstanding shall repay that Lender’s participation in that Loan or the utilisation of the Ancillary Facility granted by that Ancillary Facility Lender together with all interest and other amounts accrued under the Finance Documents, or, as the case may be, provide full cash cover in respect of (or otherwise repay) any Documentary Credit issued by that L/C Bank or any contingent liability under an Ancillary Facility. (c) The Company may only exercise its rights under paragraphs (a)(i) and (a)(ii) above if the circumstance giving rise to the requirement or indemnifications continues. (d) The replacement of a Lender pursuant to paragraph (a)(iv)(A) above shall be subject to the following conditions: (i) no Finance Party shall have any obligation to find a replacement Lender; (ii) any replaced Lender shall not be required to refund, or to pay or surrender to any other Lender, any of the fees or other amounts received by that replaced Lender under any Finance Document; and (iii) any replacement of a Lender which is the Facility Agent shall not affect its role as the Facility Agent. (e) Prepayments made pursuant to this Clause 9.4 shall be applied against the outstanding Loans pro rata.

Right of Cancellation. and repayment in relation to a single Lender or Issuing BankLender (a) If: (i) any sum payable to any Lender or Ancillary Facility Lender or L/C Bank by an Obligor is required to be increased under paragraph (ac) of Clause 14.2 16.2 (Tax gross-up);; or (ii) any Lender or the Issuing Ancillary Facility Lender or L/C Bank claims indemnification from the Company or an Obligor under Clause 14.3 16.3 (Tax indemnity) or Clause 15.1 17.1 (Increased costs); or; (iii) any FATCA Protected Lender notifies or Ancillary Facility Lender or L/C Bank invokes Clause 14.3 (Market Disruption), then, subject to paragraph (c) below: (iv) if the Agent of circumstance relates to a FATCA Event pursuant to Clause 8.5 (Mandatory repayment and cancellation of FATCA Protected Lenders)Lender, the Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification or FATCA Event continues, give the Agent notice: (iA) arrange for the transfer or assignment in accordance with this Agreement of the whole (if such circumstances relate but at par only) of that Lender’s Commitment and participation in the Loans to a Lendernew or existing Lender willing to accept that transfer or assignment; or (B) give the Facility Agent notice of cancellation of the Commitment(s) Commitment of that Lender and its intention to procure the repayment in respect of that Lender’s participation in the Bank Guarantee and its share of all accrued fees and interest or to replace that Lender in accordance with Clause 39.5 (Replacement of Lender); or (ii) (if such circumstances relate to the Issuing Bank) of cancellation of the outstanding Bank Guarantee and the cancellation of the Commitment(s) of each Lender and its intention to procure the repayment of the Issuing Bank and the repayment of each Lender’s participation in the Bank Guarantee and all accrued fees and interest or its intention to replace the Issuing Bank in accordance with Clause 39.6 (Replacement of Issuing Bank). (b) On receipt of a notice referred to in paragraph (a) above in relation to a LenderLoans, whereupon the Commitment of that Lender shall immediately be reduced to zero; (v) if the circumstance relates to an L/C Bank, the Company may give the Facility Agent notice of repayment of any outstanding Documentary Credit issued by such L/C Bank and cancellation of the appointment of such L/C Bank as an L/C Bank under this Agreement in relation to any Documentary Credit to be issued in the future or the provision of full cash cover in respect of such L/C Bank’s maximum contingent liability under each outstanding Documentary Credit; and (vi) if the circumstance relates to an Ancillary Facility Lender, the Company may give the Facility Agent notice of cancellation of that Ancillary Facility Lender’s Commitment and the Company’s intention to procure the repayment of the utilisations of any Ancillary Facility granted by that Ancillary Facility Lender, whereupon the Commitment of that Ancillary Facility Lender shall immediately be reduced to zero. (b) On the last day of each Interest Period which ends after the Company has given notice under paragraph (a)(iv)(B), (a)(v) or (a)(vi) above (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Loan or utilisation of an Ancillary Facility is outstanding shall repay that Lender’s participation in that Loan or the utilisation of the Ancillary Facility granted by that Ancillary Facility Lender together with all interest and other amounts accrued under the Finance Documents, or, as the case may be, provide full cash cover in respect of (or otherwise repay) any Documentary Credit issued by that L/C Bank or any contingent liability under an Ancillary Facility. (c) The Company may only exercise its rights under paragraphs (a)(i) and (a)(ii) above if the circumstance giving rise to the requirement or indemnifications continues. (d) The replacement of a Lender pursuant to paragraph (a)(iv)(A) above shall be subject to the following conditions: (i) no Finance Party shall have any obligation to find a replacement Lender; (ii) any replaced Lender shall not be required to refund, or to pay or surrender to any other Lender, any of the fees or other amounts received by that replaced Lender under any Finance Document; and (iii) any replacement of a Lender which is the Facility Agent shall not affect its role as the Facility Agent. (e) Prepayments made pursuant to this Clause 9.4 shall be applied against the outstanding Loans pro rata.

Right of Cancellation. and repayment in relation to a single Lender or Issuing Bank (a) If: (i) any sum payable to any Lender or Issuing Bank by an Obligor is required to be increased under paragraph (a) of Clause 14.2 18.2 (Tax gross-gross up) or required to be repaid in accordance with Clause 11.1 (Illegality) or Clause 11.2 (Illegality in relation to Issuing Bank); (ii) any Lender or the Issuing Bank claims indemnification from the Company Obligors’ Agent or an Obligor under Clause 14.3 18.3 (Tax indemnity) or Clause 15.1 19.1 (Increased costs); or (iii) any FATCA Protected amount payable to any Lender notifies by any Obligor under a Finance Document is not, or will not be, (when the Agent relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Obligor by reason of that amount being (i) paid or accrued to a FATCA Event pursuant Lender incorporated, domiciled, established or acting through a Facility Office situated in a Non-Cooperative Jurisdiction, or (ii) paid to Clause 8.5 (Mandatory repayment and cancellation an account opened in the name of FATCA Protected Lenders)or for the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction, the Company Obligors’ Agent may, whilst the circumstance giving rise to the requirement for that increase or indemnification or FATCA Event non-deductibility continues, give the Agent notice: (iA) (if such circumstances relate to a Lender) of cancellation of the Commitment(s) of that Lender and its intention to procure the repayment in respect of that Lender’s 's participation in the Bank Guarantee and its share of all accrued fees and interest or to replace that Lender in accordance with Clause 39.5 (Replacement of Lender)Utilisations; or (iiB) (if such circumstances relate to the Issuing Bank) of repayment of any outstanding Letter of Credit issued by it and cancellation of the outstanding Bank Guarantee and the cancellation of the Commitment(s) of each Lender and its intention to procure the repayment of the appointment as an Issuing Bank and the repayment under this Agreement in relation to any Letter of each Lender’s participation Credit to be issued in the Bank Guarantee and all accrued fees and interest or its intention to replace the Issuing Bank in accordance with Clause 39.6 (Replacement of Issuing Bank)future. (b) On receipt of a notice referred to in paragraph (a) above in relation to a Lender, the Commitment Commitment(s) of that Lender shall immediately be reduced to zero. (c) On the last day of each Interest Period which ends after the Obligors’ Agent has given notice under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Obligors’ Agent in that notice), each Borrower to which a Utilisation is outstanding may either: (i) repay that Lender's participation in that Utilisation together with all interest and other amounts accrued under the Finance Documents; or (ii) require that Lender to transfer (in accordance with Clause 29 (Changes to the Lenders) and Clause 41.10 (Replacement or Prepayment of Lender)) its participations in the Facilities (in respect of any Loan, for cash at its nominal amount) to any person which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 29 (Changes to the Lenders) that is or, in accordance with Clause 29.12 (Acceding Lender) will become, a Lender willing to assume such participation as the Obligors’ Agent directs.

Right of Cancellation. and repayment in relation to a single Lender or Issuing Bank (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (ac) of Clause 14.2 20.2 (Tax gross-up); (ii) any Lender or the Issuing Bank claims indemnification from the Company or an Obligor under Clause 14.3 20.3 (Tax indemnity) or Clause 15.1 21.1 (Increased costs); or (iii) any FATCA Protected Lender notifies the Agent of a FATCA Market Disruption Event occurs pursuant to Clause 8.5 18 (Mandatory repayment and cancellation Changes to Calculation of FATCA Protected Interest) in relation to certain but not all the Lenders); or (iv) at any time a Lender becomes a Non-Consenting Lender, the Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification or FATCA Event continues, give the Facility Agent notice: (i) (if such circumstances relate to a Lender) of cancellation of the Commitment(s) Commitment of that Lender and its intention to procure the repayment in respect of that Lender’s 's participation in the Bank Guarantee and its share of all accrued fees and interest Utilisations or to replace require the transfer of that Lender in accordance with Lender's rights and obligations pursuant to Clause 39.5 31.11 (Replacement of LenderLenders); or (ii) (if such circumstances relate to the Issuing Bank) of repayment of any outstanding Letter of Credit issued by it and cancellation of the outstanding Bank Guarantee and the cancellation of the Commitment(s) of each Lender and its intention to procure the repayment of the appointment as an Issuing Bank and the repayment under this Agreement in relation to any Letters of each Lender’s participation Credit to be issued in the Bank Guarantee and all accrued fees and interest future or its intention request to replace the transfer that Issuing Bank in accordance with Bank's rights and obligations pursuant to Clause 39.6 31.11 (Replacement of Issuing BankLenders). (b) On receipt of a notice referred to in paragraph (a) above in relation to a Lender, the Commitment of that Lender shall immediately be reduced to zerozero or transferred to another person pursuant to Clause 31.11 (Replacement of Lenders). (c) On the last day of each Interest Period which ends after the Company has given notice under paragraph (a) (i), (ii) or (iii) above in relation to a Lender (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Utilisation is outstanding shall repay that Lender's participation in that Utilisation together with all interest and other amounts accrued under the Finance Documents or the relevant Lender shall transfer its rights and obligations pursuant to Clause 31.11 (Replacement of Lenders). (d) On the last day of each Interest Period which ends after the Company has given notice under paragraph (a)(iv) above in relation to a Lender (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Utilisation is outstanding shall, with the consent of each of the Lenders forming the Majority Lenders (unless the prepayment is funded by Company New Equity, Company Subordinated Debt or Retained Cash that can be used to pay dividends in accordance with the terms of this Agreement) repay that Lender's participation in that Utilisation together with all interest and other amounts accrued under the Finance Documents and/or the relevant Lender shall transfer its rights and obligations pursuant to Clause 31.11 (Replacement of Lenders).

Right of Cancellation. and repayment in relation to a single Lender or Issuing Bank (a) If: (i) any sum payable to any Lender Finance Party by an Obligor is required to be increased under paragraph (ad) of Clause 14.2 18.2 (Tax gross-up); (ii) any Lender or the Issuing Bank claims indemnification from the Company or an Obligor under Clause 14.3 (Tax indemnity) or Clause 15.1 (Increased costs); or (iii) any FATCA Protected Lender notifies the Agent paragraph 3 of a FATCA Event pursuant to Clause 8.5 Schedule 4 (Mandatory repayment and cancellation of FATCA Protected Lenders), the Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification or FATCA Event continues, give the Agent notice: (i) (if such circumstances relate to a Lender) of cancellation of the Commitment(s) of that Lender and its intention to procure the repayment in respect of that Lender’s participation in the Bank Guarantee and its share of all accrued fees and interest or to replace that Lender in accordance with Clause 39.5 (Replacement of LenderCost Formula); or (ii) any Finance Party claims indemnification from the Parent or an Obligor under Clause 18.3 (Tax indemnity) or Clause 19.1 (Increased costs), (iii) any Lender invokes Clause 16.2 (Market disruption), then, subject to paragraph (c) below: (A) if such circumstances relate the circumstance relates to a Lender, the Issuing BankParent may: 1. require the transfer or assignment in accordance with this Agreement of all or any part (but at par only) of that Lender’s Commitments and participations in the Utilisations to a person nominated by the Parent willing to accept that transfer or assignment; or 2. give the Agent notice of cancellation of the outstanding Bank Guarantee all or any part of that Lender’s Commitments and the cancellation of the Commitment(s) of each Lender and its Parent’s intention to procure the repayment of the Issuing Bank and the repayment all or any part of each that Lender’s participation participations in the Bank Guarantee and all accrued fees and interest or its intention to replace Utilisations, whereupon the Issuing Bank in accordance with Clause 39.6 (Replacement relevant part of Issuing Bank). (b) On receipt of a notice referred to in paragraph (a) above in relation to a Lender, the Commitment Commitments of that Lender shall immediately be reduced to zero; (B) if the circumstance relates to an Ancillary Lender, the Parent may give the Agent notice of cancellation of all or any part of that person’s Ancillary Commitment and the Parent’s intention to procure the repayment of all or any part of the utilisations of any Ancillary Facility granted by that person, whereupon the relevant part of that Ancillary Commitment of that person shall immediately be reduced to zero; and (C) if the circumstance relates to an Issuing Bank: 1. the Parent may give the Agent notice of cancellation of the appointment as Issuing Bank under this Agreement in relation to any Letters of Credit to be issued in the future and the Parent’s intention to procure either the reduction to zero of that Issuing Bank’s contingent liability under any Letter of Credit or the provision of full cash cover in respect of the Issuing Bank’s maximum contingent liability under each outstanding Letter of Credit or to otherwise repay in full each Letter of Credit issued by that Issuing Bank; and 2. if the Parent gives notice under paragraph (C)1 above, the Revolving Facility shall cease to be available for the issue of Letters of Credit by the relevant Issuing Bank. (b) On the last day of each Interest Period which ends after the Parent has given notice under paragraph (a)(A)2, (a)(B) or (a)(C)1 above (or, if earlier, the date specified by the Parent in that notice), each Borrower to which a Utilisation or utilisation of an Ancillary Facility is outstanding shall repay that Lender’s participation in that Utilisation or the utilisation of the Ancillary Facility granted by that Ancillary Lender (or, if applicable, the relevant part thereof) together with, in each case, all interest and other amounts accrued under the Finance Documents or, as the case may be, provide full cash cover in respect of any Letter of Credit issued by that Issuing Bank (or, if applicable, otherwise repay the relevant Letter of Credit). (c) The Parent may only exercise its rights under paragraph (a) above if: (i) in the case of paragraphs (a)(i) and (a)(ii) above, the circumstance giving rise to the requirement or indemnification continues or, in the case of paragraphs (a)(iii) above, no more than ten (10) days have elapsed since the relevant invoking of Clause 16.2 (Market disruption); and (ii) it gives the Agent and the relevant Lender not less than five (5) Business Days’ prior notice.