Common use of Right of repayment and cancellation in relation to a single Lender Clause in Contracts

Right of repayment and cancellation in relation to a single Lender. (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 12.1 (Tax gross-up); or (ii) any Lender claims indemnification from the Parent under Clause 12.2 (Tax indemnity) or Clause 13.1 (Increased costs); or (iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formulae), the Parent may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zero, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans. (b) On receipt of a notice referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amount. (c) On the last day of each Interest Period which ends after the Parent has given notice under paragraph (a) above (or, if earlier, the date specified by the Parent in that notice), each Borrower to which a Loan is outstanding shall repay that Lender’s participation in that Loan.

Right of repayment and cancellation in relation to a single Lender. (a) If: (i) any sum payable to any Lender by an Obligor the Borrower or a Security Party is required to be increased under paragraph (cb) of Clause 12.1 (Tax gross-up)22.2 or under that clause as incorporated by reference or in full in any other Finance Document; or (ii) any Lender claims indemnification from the Parent Borrower under Clause 12.2 (Tax indemnity) or Clause 13.1 (Increased costs)24.1; or (iii) any Lender notifies the Agent of its Additional Cost Rate receives notification from a Relevant Lender under paragraph 3 of Schedule 4 (Mandatory Cost Formulae)Clause 5.7, the Parent Borrower may, : (A) whilst (in the case of sub-paragraphs (i) and (ii) above) above the circumstance giving rise to the requirement for that increase or indemnification continues or continues; or (B) whilst in the case of sub-paragraph (iii) above) that Additional Cost Rate is greater than zeroabove the situation in relation to the Relevant Lender continues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the LoansLoan. (b) On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amountzero. (c) On the last day of each Interest Period which ends after the Parent has Borrower have given notice of cancellation under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Parent Borrower in that notice), each the Borrower to which a Loan is outstanding shall repay that Lender’s participation in that the Loan.

Right of repayment and cancellation in relation to a single Lender. (a) If: (i) any sum payable to any Lender by an Obligor the Borrower is required to be increased under paragraph (c) of Clause 12.1 12.2 (Tax gross-up); or; (ii) any Lender claims indemnification from the Parent Borrower under Clause 12.2 12.3 (Tax indemnity) or Clause 13.1 (Increased costsCosts); or (iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formulae)becomes a Non-Consenting Lender, the Parent may, whilst Borrower may (in the case of paragraphs (i) and (ii) above) , whilst the circumstance giving rise to the requirement for that increase or indemnification continues or (or, in the case of paragraph (iii) above, no later than 30 days after the earlier of (A) the date the Non-Consenting Lender notified the Facility Agent of its refusal to agree to the relevant consent, waiver or amendment and (B) the deadline (being not less than 21 Business Days after the Lender received the request for the relevant consent, waiver or amendment) by which the Non-Consenting Lender failed to reply to that Additional Cost Rate is greater than zero, request) give the Facility Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the LoansAdvances. (b) On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amountzero. (c) On the last day of each Interest Period Payment Date immediately following the date on which ends after the Parent Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Parent Borrower in that notice), each the Borrower to which a Loan is outstanding shall repay that Lender’s participation in that Loanthe Advances.

Right of repayment and cancellation in relation to a single Lender. (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 12.1 12.2 (Tax gross-up); or (ii) any Lender claims indemnification from the Parent Borrower under Clause 12.2 12.3 (Tax indemnity) or Clause 13.1 (Increased costs); or (iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formulae), ; the Parent may, Borrower may whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zero, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s 's participation in the Loans. (b) On receipt of a notice referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amountzero. (c) On the last day of each Interest Period which ends after the Parent Borrower has given notice under paragraph (a) above (or, if earlier, the date specified by the Parent Borrower in that notice), each the Borrower to which a Loan is outstanding shall repay that Lender’s 's participation in that Loan.

Right of repayment and cancellation in relation to a single Lender. (a) If: (i) any sum payable to any Lender by an Obligor the Borrower or a Security Party or any Approved Manager is required to be increased under paragraph (cb) of Clause 12.1 (Tax gross-up)22.2 or under that Clause as incorporated by reference or in full in any other Finance Document; or (ii) any Lender claims indemnification from the Parent Borrower under Clause 12.2 (Tax indemnity) or Clause 13.1 (Increased costs)24.1; or (iii) any Lender notifies the Agent of its Additional Cost Rate receives notification from a Relevant Lender under paragraph 3 of Schedule 4 (Mandatory Cost Formulae)Clause 5.6, the Parent Borrower may, : (A) whilst (in the case of sub-paragraphs (i) and (ii) above) above the circumstance giving rise to the requirement for that increase or indemnification continues or continues; or (B) whilst in the case of sub-paragraph (iii) above) that Additional Cost Rate is greater than zeroabove the situation in relation to the Relevant Lxxxxx continues, give the Agent notice of cancellation of the Commitment of that Lender Lxxxxx and its intention to procure the repayment of that Lender’s Lxxxxx's participation in the LoansLoan. (b) On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amountzero. (c) On the last day of each Interest Period which ends after the Parent has Borrower have given notice of cancellation under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Parent Borrower in that notice), each the Borrower to which a Loan is outstanding shall repay that Lender’s Lxxxxx's participation in that the Loan.

Right of repayment and cancellation in relation to a single Lender. (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 12.1 15.2 (Tax gross-up); or (ii) any Lender claims indemnification from the Parent Company under Clause 12.2 15.3 (Tax indemnity) or Clause 13.1 16.1 (Increased costs); or (iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formulaeformulae), the Parent Company may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zero, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s 's participation in the LoansUtilisations. (b) On receipt of a notice referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amountzero. (c) On the last day of each Interest Period which ends after the Parent Company has given notice under paragraph (a) above (or, if earlier, the date specified by the Parent Company in that notice), each Borrower to which a Loan Utilisation is outstanding shall repay that Lender’s 's participation in that LoanUtilisation.

Right of repayment and cancellation in relation to a single Lender. (a) If: (i) any sum payable to any Lender by an Obligor under the Finance Documents to which it is a party in accordance with their respective terms, is required to be increased under paragraph (c) of Clause 12.1 12.2 (Tax gross-up)) or under that clause as incorporated by reference or in full in any other Finance Document; or (ii) any Lender claims indemnification from the Parent Borrower under Clause 12.2 12.3 (Tax indemnity) or Clause 13.1 (Increased costs); or (iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formulae), the Parent may, Borrower may whilst (in the case of sub-paragraphs (i) and (ii) above) above the circumstance giving rise to the requirement for that increase or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zerocontinues, give the Facility Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s Lxxxxx's participation in the LoansLoan. (b) On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amountzero. (c) On the last day of each Interest Period which ends after the Parent Borrower has given notice of cancellation under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Parent Borrower in that notice), each the Borrower to which a Loan is outstanding shall repay that Lender’s Lxxxxx's participation in that the Loan.

Right of repayment and cancellation in relation to a single Lender. (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 12.1 13.2 (Tax gross-up); or; (ii) any Lender claims indemnification from the Parent Obligors’ Agent under Clause 12.2 13.3 (Tax indemnity) or Clause 13.1 14.1 (Increased costs); or (iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formulae), the Parent may, whilst (in the case of paragraphs subparagraphs (i) and (ii) above) the circumstance giving rise to the requirement or indemnification continues or (in the case of paragraph subparagraph (iii) above) that the Additional Cost Rate is greater than zero, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans. (b) On receipt of a notice referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amountzero. (c) On the last day of each Interest Period which ends after the Parent has given notice under paragraph (a) above (or, if earlier, the date specified by the Parent in that notice), each Borrower to which a Loan is outstanding shall repay that Lender’s participation in that Loan.

Right of repayment and cancellation in relation to a single Lender. (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 12.1 19.5 (Tax gross-up); or; (ii) any Lender claims indemnification from the Parent Obligors’ Agent under Clause 12.2 19.6 (Tax indemnity) or Clause 13.1 20.1 (Increased costsCosts); or (iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formulae), the Parent Obligors’ Agent may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase or indemnification continues or (in the case of paragraph (iii) above) claim for that Additional Cost Rate is greater than zerocontinues, either give the Facility Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the LoansLoans or request that Lender to transfer its Commitment and its participation in the Loans (and, in the case of Loans to an Australian Borrower, the corresponding Notes) pursuant to Clause 31.6 (Procedure for transfer) to a replacement bank or financial institution as the Obligors’ Agent shall specify (and such transfer shall be made against payment at par of an amount equal to the outstanding principal of such Loans together with all interest, any Break Costs (determined as if the relevant Lender had been prepaid on the date of the transfer) and other amounts accrued under the Finance Documents). (b) On receipt of a notice referred to in paragraph (a) aboveabove in respect of a cancellation, the Commitment of that Lender shall immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amountzero. (c) On the last day of each Interest Period which ends after the Parent Obligors’ Agent has given notice under paragraph (a) above in respect of a cancellation (or, if earlier, the date specified by the Parent Obligors’ Agent in that notice), each Borrower to which a Loan is outstanding shall repay (in whole or in part, as the case may be) that Lender’s participation in that Loan.

Right of repayment and cancellation in relation to a single Lender. (a) If: (i) by reason of the introduction after the date of this Agreement of or any change after the date of this Agreement in (or in the interpretation, administration or application of) any law or regulation, any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 12.1 12.2 (Tax gross-up)) to a greater extent than would have been required had that payment been made on the date of this Agreement; or (ii) any Lender claims indemnification from the Parent Borrower under Clause 12.2 12.3 (Tax indemnity) or Clause 13.1 (Increased costs); or (iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formulae), the Parent Borrower may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zerocontinues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s 's participation in the Loans. (b) On receipt of a notice referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amountzero. (c) On the last day of each Interest Period which ends after the Parent Borrower has given notice under paragraph (a) above (or, if earlier, the date specified by the Parent Borrower in that notice), each the Borrower to which a Loan is outstanding shall repay that Lender’s 's participation in that each Loan.

Right of repayment and cancellation in relation to a single Lender. (a) If: (i) any sum payable to any Lender by an Obligor the Borrower is required to be increased under paragraph (c) of Clause 12.1 13.2 (Tax gross-up); or; (ii) any Lender claims indemnification from the Parent Borrower under Clause 12.2 13.3 (Tax indemnity) or Clause 13.1 14.1 (Increased costs); or (iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formulaeformulae), the Parent Borrower may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement or indemnification continues or or, (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zero, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans. (b) On receipt of a notice referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amountzero. (c) On the last day of each Interest Period which ends after the Parent Borrower has given notice under paragraph (a) above (or, if earlier, the date specified by the Parent Borrower in that notice), each the Borrower to which a Loan is outstanding shall repay that Lender’s participation in that Loan.

Right of repayment and cancellation in relation to a single Lender. (a) If: (i) by reason of the introduction after the date of this Agreement of or any change after the date of this Agreement in (or in the interpretation, administration or application of) any law or regulation, any sum payable to any Lender by an Obligor is required to be increased under paragraph (ca) of Clause 12.1 12.2 (Tax gross-up)) to a greater extent than would have been required had that payment been made on the date of this Agreement; or (ii) any Lender claims indemnification from the Parent Borrower under Clause 12.2 12.3 (Tax indemnity) or Clause 13.1 13 (Increased costs); or (iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost FormulaeCosts), the Parent Borrower may, subject to paragraph (c) below, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zerocontinues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the LoansLoan. (b) On receipt of a notice referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amountzero. (c) Any notice of prepayment given by the Borrower under paragraph (a) above shall only be valid if accompanied by evidence satisfactory to the Agent that all Authorisations necessary or desirable in connection with the proposed prepayment have been obtained and are in full force and effect. (d) On the last day of each Interest Period which ends after the Parent Borrower has given notice under paragraph (a) above (or, if earlier, the date specified by the Parent Borrower in that notice), each the Borrower to which a Loan is outstanding shall repay that Lender’s participation in that the Loan.

Right of repayment and cancellation in relation to a single Lender. (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 12.1 13.2 (Tax gross-up); or; (ii) any Lender claims indemnification from the Parent Company under Clause 12.2 13.3 (Tax indemnity) or Clause 13.1 14.1 (Increased costs); or (iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formulaeformulae), the Parent Company may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zero, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s 's participation in the Loans. (b) On receipt of a notice referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amountzero. (c) On the last day of each Interest Period which ends after the Parent Company has given notice under paragraph (a) above (or, if earlier, the date specified by the Parent Company in that notice), each Borrower to which a Loan is outstanding shall repay that Lender’s 's participation in that Loan.

Right of repayment and cancellation in relation to a single Lender. (a) If: (i) any sum payable to any Lender or by an Obligor is required to be increased under paragraph (c) of Clause 12.1 15.2 (Tax grossGross-up); or; (ii) any Lender claims indemnification from the Parent a Borrower under Clause 12.2 15.3 (Tax indemnityIndemnity) or Clause 13.1 16 (Increased costsCosts); or (iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 Lender, invokes Clause 13.2 (Mandatory Cost FormulaeMarket Disruption), then, subject to paragraph (c) below a Borrower may: (A) arrange for the Parent may, whilst transfer or assignment in accordance with this Agreement of the whole (but at par only) of that Lender’s Commitment and participation in the case of paragraphs Utilisations to a new or existing Lender willing to accept that transfer or assignment; or (iB) and (ii) above) the circumstance giving rise to the requirement or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zero, give the Facility Agent notice of cancellation of the that Lender’s Commitment of and that Lender and its Borrower’s intention to procure the repayment of that Lender’s participation in the Loans. (b) On receipt of a notice referred to in paragraph (a) aboveUtilisation, whereupon the Commitment of that Lender shall immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amount.zero; (cb) On the last day of each Interest Period or Term which ends after the Parent a Borrower has given notice under paragraph (aa)(iii)(B) above (or, if earlier, the date specified by the Parent a Borrower in that notice), each the Borrower to which a Loan Utilisation is outstanding shall repay that Lender’s participation in that LoanUtilisation (together with all interest and other amounts accrued under the Finance Documents). (c) A Borrower 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 (a)

Right of repayment and cancellation in relation to a single Lender. (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 12.1 12.2 (Tax gross-up); or (ii) any Lender claims indemnification from the Parent Company under Clause 12.2 12.3 (Tax indemnity) or Clause 13.1 (Increased costs); or (iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formulaeformulae), the Parent Company may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zero, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans. (b) On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amountzero. (c) On the last day of each Interest Period which ends after the Parent Company has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Parent Company in that notice), each Borrower to which a Loan is outstanding shall repay that Lender’s participation in that Loan.

Right of repayment and cancellation in relation to a single Lender. (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 12.1 13.2 (Tax gross-up); or (ii) any Lender claims indemnification from the Parent Principal Guarantor under Clause 12.2 13.3 (Tax indemnity) or Clause 13.1 14.1 (Increased costs); or (iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formulaeformulae), the Parent Borrowers may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zero, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans. (b) On receipt of a notice referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amountzero. (c) On the last day of each Interest Period which ends after the Parent has Borrowers have given notice under paragraph (a) above (or, if earlier, the date specified by the Parent Borrowers in that notice), each Borrower to which a Loan is outstanding shall repay that Lender’s participation in that Loan.

Right of repayment and cancellation in relation to a single Lender. (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 12.1 13.1 (Tax gross-up); or (ii) any Lender claims indemnification from the Parent under Clause 12.2 13.2 (Tax indemnity) or Clause 13.1 14.1 (Increased costs); or (iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formulae), the Parent may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zero, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans. (b) On receipt of a notice referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amount. (c) On the last day of each Interest Period which ends after the Parent has given notice under paragraph (a) above (or, if earlier, the date specified by the Parent in that notice), each Borrower to which a Loan is outstanding shall repay that Lender’s participation in that Loan.

Right of repayment and cancellation in relation to a single Lender. (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 12.1 13.2 (Tax gross-up); or (ii) any Lender claims indemnification from the Parent Company under Clause 12.2 13.3 (Tax indemnity) or Clause 13.1 14.1 (Increased costs); or (iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formulaeformulae), the Parent Company may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zero, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans. (b) On receipt of a notice referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amountzero. (c) On the last day of each Interest Period which ends after the Parent Company has given notice under paragraph (a) above (or, if earlier, the date specified by the Parent Company in that notice), each Borrower to which a Loan is outstanding shall repay that Lender’s participation in that Loan.

Right of repayment and cancellation in relation to a single Lender. (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 12.1 12.2 (Tax gross-up); or (ii) any Lender claims indemnification from the Parent Borrower under Clause 12.2 12.3 (Tax indemnity) or Clause 13.1 13 (Increased costs); or (iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formulaeformulae), the Parent Borrower may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zero, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s 's participation in the Loans. (b) On receipt of a notice referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amountzero. (c) On the last day of each Interest Period which ends after the Parent Borrower has given notice under paragraph (a) above (or, if earlier, the date specified by the Parent Borrower in that notice), each the Borrower to which a Loan is outstanding shall repay that Lender’s 's participation in that Loan.

Right of repayment and cancellation in relation to a single Lender. (a) If: (i) any sum payable to any Lender or the Fronting Bank by an Obligor is required to be increased under paragraph (c) of Clause 12.1 16.2 (Tax gross-up); or (ii) any Lender or the Fronting Bank claims indemnification from the Parent Borrowers under Clause 12.2 16.3 (Tax indemnity) or Clause 13.1 17.1 (Increased costs); or (iii) any Lender or Fronting Bank notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formulaeformulae), the Parent German Borrower may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement or indemnification continues or (in the case of paragraph (iii) above) that the Additional Cost Rate is greater than zero, give the Agent notice notice: (1) of cancellation of the Commitment of that Lender Xxxxxx and its intention to procure the repayment of that Lender’s Xxxxxx's participation in the Loans; or (2) (if such circumstance relates to the Fronting Bank) of cancellation of the Letters of Credit or of the Borrower's intention to provide Cash Collateral in respect of the Fronting Bank's liability under such Letters of Credit. (b) On receipt of a notice from the German Borrower referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amountzero. (c) On the last day of each Interest Period or Term, as the case may be, which ends after the Parent German Borrower has given notice under paragraph (a) above (or, if earlier, the date specified by the Parent German Borrower in that notice), each Borrower to which a Loan or Letter of Credit is outstanding shall repay that Lender’s Xxxxxx's participation in that LoanLoan and shall procure either that such Lender's L/C Proportion of each relevant Letter of Credit be reduced to zero (by reduction of the amount of that Letter of Credit in an amount equal to that Lender's L/C Proportion) or that Cash Collateral be provided to the Agent in an amount equal to such Lender's L/C Proportion of that Letter of Credit); and (if the circumstance relates to the Fronting Bank) the Borrower shall procure that the Fronting Bank's liability under any Letters of Credit issued by it shall either be reduced to zero or otherwise secured by the Borrower providing Cash Collateral in an amount equal to the Fronting Bank's maximum actual and contingent liabilities under those Letters of Credit.

Right of repayment and cancellation in relation to a single Lender. (a) IfIF: (i) any sum payable to any Lender by an Obligor the Borrower is required to be increased under paragraph (c) of Clause 12.1 12.2 (Tax gross-up); or; (ii) any Lender claims indemnification from the Parent Borrower under Clause 12.2 12.3 (Tax indemnity) or Clause 13.1 (Increased costs); or (iii) the rate notified by a Lender in relation to a particular Interest Period under Clause 10.2(a)(ii) is higher than the lowest rate notified by any other Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formulae)that Clause, the Parent Borrower may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zerocontinues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s 's participation in the Loans. (b) On receipt of a notice referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amountzero. (c) On the last day of each Interest Period which ends after the Parent Borrower has given notice under paragraph (a) above (or, if earlier, the date specified by the Parent Borrower in that notice), each the Borrower to which a Loan is outstanding shall repay that Lender’s 's participation in that Loan.

Right of repayment and cancellation in relation to a single Lender. (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 12.1 13.2 (Tax gross-up); or; (ii) any Lender claims indemnification from the Parent Company under Clause 12.2 13.3 (Tax indemnity) or Clause 13.1 14.1 (Increased costs); or (iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formulaeformulae), the Parent Company may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement or indemnification continues continues, or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zero, give the Agent notice of cancellation of the Commitment of that Lender and and/or its intention to procure the repayment of that Lender’s 's participation in the Loans. (b) On receipt of a notice referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amountzero. (c) On the last day of each Interest Period which ends after the Parent Company has given notice under paragraph (a) above (or, if earlier, the date specified by the Parent Company in that notice), each Borrower (or, as the case may be, the specified Borrower) to which a Loan is outstanding shall repay that Lender’s 's participation in that Loan.

Right of repayment and cancellation in relation to a single Lender. (a) If: (i) any sum payable to any Lender by an Obligor the Borrower is required to be increased under paragraph (c) of Clause 12.1 14.2 (Tax gross-up); or; (ii) any Lender claims indemnification from the Parent Borrower under Clause 12.2 14.3 (Tax indemnity) or Clause 13.1 15.1 (Increased costs); or (iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formulae), the Parent Borrower may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zerocontinues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s Xxxxxx's participation in the Loans. (b) On receipt of a notice referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amountzero. (c) On the last day of each Interest Period which ends after the Parent Borrower has given notice under paragraph (a) above (or, if earlier, the date specified by the Parent Borrower in that notice), each the Borrower to which a Loan is outstanding shall repay that Lender’s Xxxxxx's participation in that Loan. (d) If (i) any of the circumstances set out in paragraph (a) above apply to a Lender; or (ii) the Borrower becomes obliged to pay any amount in accordance with Clause 8.1 (Illegality) to any Lender, the Borrower may, on 10 Business Days' prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 26 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity selected by the Borrower which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 26 (Changes to the Lenders) for a purchase price in cash or other cash payment payable at the time of the transfer equal to the outstanding principal amount of such Xxxxxx's participation in the outstanding Loans and all accrued interest, Break Costs (if any) and other amounts payable in relation thereto under the Finance Documents. (e) The replacement of a Lender pursuant to paragraph (d) above shall be subject to the following conditions: (i) the Borrower shall have no right to replace the Agent; (ii) neither the Agent nor any Lender shall have any obligation to find a replacement Lender; (iii) in no event shall the Lender replaced under paragraph (d) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents; and (iv) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (d) above once it is satisfied that it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to that transfer. (f) A Lender shall perform the checks described in sub-paragraph (e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks.

Right of repayment and cancellation in relation to a single Lender. (a) If: (i) any sum payable to any Lender by an Obligor the Borrower or the Guarantor is required to be increased under paragraph (ca) of Clause 12.1 13.2 (Tax gross-up); or (ii) any Lender claims indemnification from the Parent Borrower under Clause 12.2 13.3 (Tax indemnity) or Clause 13.1 14.1 (Increased costs); or (iii) any Lender notifies the Agent does not waive an Early Amortisation Event or an Event of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formulae)Default, the Parent Borrower may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement or indemnification continues or (in the case whilst that Early Amortisation Event or Event of paragraph (iii) above) that Additional Cost Rate is greater than zeroDefault continues, give the Facility Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s 's participation in the Loans. (b) On receipt of a notice referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amountzero. (c) On the last day of each Interest Period which ends after the Parent Borrower has given notice under paragraph (a) above (or, if earlier, the date specified by the Parent Borrower in that notice), each the Borrower to which a Loan is outstanding shall repay that Lender’s 's participation in that Loanthe Loans.

Right of repayment and cancellation in relation to a single Lender. (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 12.1 13.2 (Tax gross-up); or (ii) any Lender claims indemnification from the Parent Borrower under Clause 12.2 13.3 (Tax indemnity) or Clause 13.1 14.1 (Increased costs); or (iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formulae), the Parent may, Borrower may whilst (in the case of paragraphs (ia) and (iib) above) the circumstance giving rise to the requirement or indemnification continues or (in the case of paragraph (iiic) above) that Additional Cost Rate is greater than zero, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s 's participation in the Loans. (b) On receipt of a notice referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amountzero. (c) On the last day of each Interest Period which ends after the Parent Borrower has given notice under paragraph (a) above (or, if earlier, the date specified by the Parent Borrower in that notice), each the Borrower to which a Loan is outstanding shall repay that Lender’s 's participation in that Loan.

Right of repayment and cancellation in relation to a single Lender. (a) If: (i) any sum payable to any Lender by an Obligor the Borrower is required to be increased under paragraph (c) of Clause 12.1 12.2 (Tax gross-up); or; (ii) any Lender claims indemnification from the Parent Borrower under Clause 12.2 12.3 (Tax indemnity) or Clause 13.1 (Increased costs); or (iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formulaeformulae) or the Agent makes a determination of the Additional Cost Rate of any Lender under paragraph 3 of Schedule 4 (Mandatory Cost formulae), the Parent Borrower may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement or for indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zero, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans. (b) On receipt of a notice referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amountzero. (c) On the last day of each Interest Period which ends after the Parent Borrower has given notice under paragraph (a) above (or, if earlier, the date specified by the Parent Borrower in that notice), each the Borrower to which a Loan is outstanding shall repay that Lender’s participation in that Loan.

Right of repayment and cancellation in relation to a single Lender. (a) If: (i) any sum payable to any Lender by an Obligor the Borrower is required to be increased under paragraph (c) of Clause 12.1 13.2 (Tax grossGross-up); or; (ii) any Lender claims indemnification from the Parent Borrower under Clause 12.2 13.3 (Tax indemnityIndemnity) or Clause 13.1 14 (Increased costsCosts); or (iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 Lender, invokes Clause 11.2 (Mandatory Cost FormulaeMarket Disruption), then, subject to paragraph (c) below the Parent Borrower may, whilst : (A) arrange for the transfer or assignment in accordance with this Agreement of the whole (but at par only) of that Lender’s Commitment and participation in the case of paragraphs Utilisations to a new or existing Lender willing to accept that transfer or assignment; or (iB) and (ii) above) the circumstance giving rise to the requirement or indemnification continues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zero, give the Facility Agent notice of cancellation of that Lender’s Commitment and the Commitment of that Lender and its Borrower’s intention to procure the repayment of that Lender’s participation in the Loans. (b) On receipt of a notice referred to in paragraph (a) aboveUtilisation, whereupon the Commitment of that Lender shall immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amount.zero; (cb) On the last day of each Interest Period which ends after the Parent Borrower has given notice under paragraph (aa)(iii)(B) above (or, if earlier, the date specified by the Parent Borrower in that notice), each the Borrower to which a Loan Utilisation is outstanding shall repay that Lender’s participation in that LoanUtilisation (together with all interest and other amounts accrued under the Finance Documents). (c) The Borrower 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 (a)(iii) no more than 90 days have elapsed since the relevant invoking of Clause 11.2 (Market Disruption); and (ii) it gives the Facility Agent and the relevant Lender not less than 5 Business Days prior notice. (d) The replacement of a Lender pursuant to paragraph (a)(iii)(A) above shall be subject to the following conditions: 40810573_6 (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.

Right of repayment and cancellation in relation to a single Lender. (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 12.1 (Tax gross-up); or (ii) any Lender claims indemnification from the Parent Borrower under Clause 12.2 12.3 (Tax indemnity) or Clause 13.1 13 (Increased costs)) of this Agreement; or (iiiii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formulaeformulae), the Parent Borrower may, whilst (in the case of paragraphs paragraph (i) and (ii) above) the circumstance giving rise to the requirement or indemnification continues or (in the case of paragraph (iiiii) above) that Additional Cost Rate is greater than zero, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s 's participation in the LoansLoan. (b) On receipt of a notice referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero whereupon the Total Commitments shall be reduced by the same amountzero. (c) On the last day of each Interest Period which ends after the Parent Borrower has given notice under paragraph (a) above (or, if earlier, the date specified by the Parent Borrower in that notice), each the Borrower to which a Loan is outstanding shall repay that Lender’s 's participation in that the Loan.