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, Ancillary Facility Lender or L/C Bank by an Obligor is required to be increased under Clause 17.1 (Tax Gross-up); (ii) any Lender, Ancillary Facility Lender or L/C Bank claims indemnification from the Company under Clause 17.3 (Tax Indemnity) or Clause 18 (Increased Costs); or (iii) any Lender, Ancillary Facility Lender or L/C Bank invokes Clause 15.2 (Market Disruption), then, subject to paragraph (c) below: (A) if the circumstance relates to a Lender, the Company may: (1) 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 Utilisations to a new or existing Lender willing to accept that transfer or assignment; or (2) give the Facility Agent notice of cancellation of that Lender’s Commitment and the Company’s intention to procure the repayment of that Lender’s participation in the Utilisation, whereupon the Commitment of that Lender shall immediately be reduced to zero; (B) 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 Ancillary 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 Ancillary Commitment of that Ancillary Facility Lender shall immediately be reduced to zero; and (C) 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. (b) On the last day of each Interest Period which ends after the Company has given notice under paragraph (a)(A)(2), (a)(B) or (a)(C) above (or, if earlier, the date specified by the Company 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 Facility Lender (together with all interest and other amounts accrued under the Relevant Finance Documents) or, as the case may be, provide full cash cover in respect of 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 paragraph (b) 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 15.2 (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)(A)(1) above shall be subject to the following conditions: (i) no Relevant 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, Ancillary Facility Lender or L/C the Fronting Bank by an Obligor is required to be increased under Clause 17.1 16.2 (Tax Grossgross-up);; or (ii) any Lender, Ancillary Facility Lender or L/C the Fronting Bank claims indemnification from the Company Borrowers under Clause 17.3 16.3 (Tax Indemnityindemnity) or Clause 18 17.1 (Increased Costscosts); or (iii) any Lender, Ancillary Facility Lender or L/C Fronting Bank invokes Clause 15.2 notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Market DisruptionMandatory Cost formulae), thenthe German Borrower may, subject 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 (ciii) below: (Aabove) if that the circumstance relates to a LenderAdditional Cost Rate is greater than zero, give the Company mayAgent notice: (1) 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 Utilisations to a new or existing Lender willing to accept that transfer or assignment; or (2) give the Facility Agent notice of cancellation of the Commitment of that Lender’s Commitment Lender and the Company’s its intention to procure the repayment of that Lender’s 's participation in the UtilisationLoans; 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, whereupon the Commitment of that Lender shall immediately be reduced to zero; (B) 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 Ancillary 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 Ancillary Commitment of that Ancillary Facility Lender shall immediately be reduced to zero; and (C) 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. (bc) On the last day of each Interest Period or Term, as the case may be, which ends after the Company German Borrower has given notice under paragraph (a)(A)(2), (a)(B) or (a)(Ca) above (or, if earlier, the date specified by the Company German Borrower in that notice), each Borrower to which a Utilisation Loan or utilisation Letter of an Ancillary Facility Credit is outstanding shall repay that Lender’s 's participation in that Utilisation or the utilisation Loan 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 Ancillary Facility granted by amount of that Ancillary Facility Lender 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 (together with all interest and other amounts accrued if the circumstance relates to the Fronting Bank) the Borrower shall procure that the Fronting Bank's liability under the Relevant Finance Documents) or, as the case may be, provide full cash cover in respect any Letters of any Documentary Credit issued by that L/C Bank it shall either be reduced to zero or any contingent liability under otherwise secured by the Borrower providing Cash Collateral in an Ancillary Facility. (c) The Company may only exercise its rights under paragraph (b) above if: (i) in the case of paragraphs (a)(i) and (a)(ii) above, the circumstance giving rise amount equal to the requirement or indemnification continues or, in the case Fronting Bank's maximum actual and contingent liabilities under those Letters of (a)(iii) no more than 90 days have elapsed since the relevant invoking of Clause 15.2 (Market Disruption); and (ii) it gives the Facility Agent and the relevant Lender not less than 5 Business Days prior noticeCredit. (d) The replacement of a Lender pursuant to paragraph (a)(A)(1) above shall be subject to the following conditions: (i) no Relevant 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, Ancillary Facility Lender or L/C Bank by an Obligor is required to be increased under paragraph (c) of Clause 17.1 11.2 (Tax Grossgross-up);; or (ii) any Lender, Ancillary Facility Lender or L/C Bank claims indemnification from the Company or an Obligor under Clause 17.3 11.3 (Tax Indemnity) or Clause 18 (Increased Costsindemnity); or (iii) [reserved]; or (iv) any Lender, Ancillary Facility Lender becomes a Non-Consenting Lender or L/C Bank invokes Clause 15.2 (Market Disruption), then, subject to paragraph (c) below: (A) if the circumstance relates to a Non-Funding Lender, the Company may: , while (1in the case of paragraphs (i) arrange or (ii) above) the circumstance giving rise to the requirement for increased payment or indemnification continues either (x) require the transfer or assignment in accordance with this Agreement of the whole (but at par only) of that Lender’s Commitment (the transferring Lender) Commitments and participation participations in the Utilisations Loans to a new another bank or existing Lender institution willing to accept that transfer on the last day of the then current Interest Period or assignment; or (2y) subject to any limitations imposed by the Senior Facilities Agreement, the Bridge Facility Agreement or the Intercreditor Agreement, give the PIK Facility Agent notice of cancellation of the Commitments of that Lender’s Commitment Lender and the Company’s its intention to procure the repayment of that Lender’s participation in the Utilisationoutstanding Loans together with accrued interest and unpaid fees then due to such Lender. (b) On receipt of a notice referred to in paragraph (a)(y) above, whereupon the Commitment Commitments of that Lender shall immediately be reduced to zero; (B) 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 Ancillary 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 Ancillary Commitment of that Ancillary Facility Lender shall immediately be reduced to zero; and (C) 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. (bc) Any notice delivered under paragraph (a)(x) above shall be accompanied by a Transfer Certificate complying with Clause 22.5 (Procedure for transfer), duly executed by the New Lender proposed by the Company, which Transfer Certificate shall be immediately accepted by the transferring Lender. (d) On the last day of each the Interest Period in which ends after the Company has given notice under paragraph (a)(A)(2), (a)(B) or (a)(Ca)(y) above (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Utilisation or utilisation of an Ancillary Facility is outstanding the Company shall repay that the relevant Lender’s participation in that Utilisation or the utilisation of the Ancillary Facility granted by that Ancillary Facility Lender (together with all interest and other amounts accrued under the Relevant Finance Documents) or, as the case may be, provide full cash cover in respect of any Documentary Credit issued by that L/C Bank or any contingent liability under an Ancillary FacilityLoan. (c) The Company may only exercise its rights under paragraph (b) 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 15.2 (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)(A)(1) above shall be subject to the following conditions: (i) no Relevant 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, Ancillary Facility Lender or L/C Bank by an Obligor a Borrower is required to be increased under paragraph (c) of Clause 17.1 12.2 (Tax Grossgross-up);) or under that clause as incorporated by reference or in full in any other Finance Document; or (ii) any Lender, Ancillary Facility Lender or L/C Bank claims indemnification from the Company a Borrower under Clause 17.3 12.3 (Tax Indemnityindemnity) or Clause 18 13 (Increased Costs); or (iii) any Lender, Ancillary Facility Lender or L/C Bank invokes Clause 15.2 (Market Disruption), then, subject to paragraph (c) below: (A) if the Borrowers may whilst the circumstance relates in sub-paragraphs (i) or (ii) above giving rise to a Lender, the Company may: (1) arrange requirement for the transfer that increase or assignment in accordance with this Agreement of the whole (but at par only) of that Lender’s Commitment and participation in the Utilisations to a new or existing Lender willing to accept that transfer or assignment; or (2) indemnification continues give the Facility Agent notice of cancellation of the Commitment of that Lender’s Commitment Lender and the Company’s its intention to procure the repayment of that LenderXxxxxx’s participation in the UtilisationLoan. (b) On receipt of a notice of cancellation referred to in paragraph (a) above, whereupon the Commitment of that Lender shall immediately be reduced to zero; (B) 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 Ancillary 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 Ancillary Commitment of that Ancillary Facility Lender shall immediately be reduced to zero; and (C) 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. (bc) On the last day of each Interest Period which ends after the Company has Borrowers have given notice of cancellation under paragraph (a)(A)(2), (a)(B) or (a)(Ca) above in relation to a Lender (or, if earlier, the date specified by the Company Borrowers in that notice), each Borrower to which a Utilisation or utilisation of an Ancillary Facility is outstanding the Borrowers shall repay that LenderXxxxxx’s participation in that Utilisation or the utilisation of the Ancillary Facility granted by that Ancillary Facility Lender (together with all interest and other amounts accrued under the Relevant Finance Documents) or, as the case may be, provide full cash cover in respect of any Documentary Credit issued by that L/C Bank or any contingent liability under an Ancillary FacilityLoan. (cd) The Company may only exercise its rights under Borrowers may, in the circumstances set out in paragraph (b) above if: (i) in the case of paragraphs (a)(i) and (a)(iia) above, the circumstance giving rise on 15 Business Days’ prior notice 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 15.2 (Market Disruption); and (ii) it gives the Facility Agent and that Lender, replace that Lender by requiring that Xxxxxx to (and, to the relevant extent permitted by law, that Lender shall) transfer pursuant to Clause 26 (Changes to the Lenders) all (and not less than 5 Business Days prior noticepart 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 Borrowers 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 Loan and all accrued interest (to the extent that the Facility Agent has not given a notification under Clause 26.9 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents. (de) The replacement of a Lender pursuant to paragraph (a)(A)(1d) above shall be subject to the following conditions: (i) the Borrowers shall have no Relevant Finance Party right to replace a Lender acting in its capacity as a Servicing Party; (ii) neither the Facility Agent nor any Lender shall have any obligation to find a replacement Lender; (iiiii) any in no event shall the Lender replaced Lender shall not under paragraph (d) above be required to refund, or to pay or surrender to any other Lender, any of the fees or other amounts received by that replaced such Lender under any pursuant to the Finance DocumentDocuments; and (iiiiv) any replacement 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 (iv) of paragraph (e) above as soon as reasonably practicable following delivery of a Lender which is notice referred to in paragraph (d) above and shall notify the Facility Agent shall not affect its role as and the Facility AgentBorrowers 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, Ancillary Facility Lender or L/C Bank by an Obligor is required to be increased under paragraph (c) of Clause 17.1 18.3 (Tax Grossgross-up); (ii) any Lender, Ancillary Facility Lender or L/C Bank claims indemnification from the Company Obligors’ Agent under Clause 17.3 18.4 (Tax Indemnityindemnity) or Clause 18 19.1 (Increased Costs); or (iii) any Lender, Ancillary Facility Lender or L/C Bank invokes Clause 15.2 notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Market DisruptionMandatory Cost Formulae), thenthe Obligors’ Agent may, subject to paragraph (c) below: (A) if whilst the circumstance relates giving rise to a Lenderthe requirement for that increase or indemnification or the claim for that Additional Cost Rate continues, the Company may: (1) 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 Utilisations to a new or existing Lender willing to accept that transfer or assignment; or (2) either give the Facility Agent notice of cancellation of the Commitment of that Lender’s Commitment Lender and the Company’s its intention to procure the repayment of that Lender’s participation in the UtilisationLoans or request that Lender to transfer its Commitment and its participation in the Loans (and, whereupon in the case of Loans to an Australian Borrower, the corresponding Notes) in accordance with paragraph (b) below. (b) The Obligors’ Agent may, in the circumstances set out in paragraph (a) above or in the circumstances set out in Clause 13.1 (Illegality), request that the affected Lender 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 30.6 (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). (c) If any Lender is involved in a merger, amalgamation, consolidation or reorganisation involving another Lender or, as a result of an acquisition, two Lenders become Affiliates: (i) the Obligors’ Agent may (after prior consultation with the relevant Lenders), request that one of the relevant Lenders (the Merging Lenders) transfer their participations in the Facilities to a replacement lender acceptable to the Obligors’ Agent; (ii) the Merging Lenders shall use all reasonable endeavours to comply with any request referred to in paragraph (c)(i) above; and (iii) if the Commitments of the Merging Lenders are not transferred in accordance with paragraph (c)(i) above, the Obligors’ Agent may give the Facility Agent notice in writing of cancellation of such part of the Commitment of the Merging Lenders and its intention to procure the repayment of each Merging Lender’s participation in the Loans as will result in the aggregate Commitments of the Merging Lenders immediately after such cancellation not exceeding the higher of the respective Commitments of each Merging Lender immediately prior to such cancellation. (d) On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero; . If the Obligors’ Agent serves a notice pursuant to paragraph (Bc)(iii) if the circumstance relates to an Ancillary Facility Lenderabove, the Company may give the Facility Agent notice of cancellation of that Ancillary Facility Lender’s Ancillary 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 Ancillary Commitment of that Ancillary Facility Lender relevant Lenders shall immediately be reduced to zero; and the level specified in paragraph (Cc)(iii) if above on such date as is specified by the circumstance relates Obligors’ Agent, being a date no earlier than the date on which the merger, amalgamation, consolidation, acquisition or reorganisation referred 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 Creditparagraph (c) above takes effect. (be) On the last day of each Interest Period which ends after the Company Obligors’ Agent has given notice of cancellation under paragraph (a)(A)(2), (a)(Ba) or (a)(Cc) above (or, if earlier, the date specified by the Company Obligors’ Agent in that notice), each Borrower to which a Utilisation or utilisation of an Ancillary Facility Loan is outstanding shall repay (in whole or in part, as the case may be) that Lender’s participation in that Utilisation or the utilisation of the Ancillary Facility granted by that Ancillary Facility Lender (together with all interest and other amounts accrued under the Relevant Finance Documents) or, as the case may be, provide full cash cover in respect of any Documentary Credit issued by that L/C Bank or any contingent liability under an Ancillary FacilityLoan. (c) The Company may only exercise its rights under paragraph (b) 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 15.2 (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)(A)(1) above shall be subject to the following conditions: (i) no Relevant 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, Ancillary Facility Lender or L/C Bank by an Obligor the Borrower is required to be increased under paragraph (a) of Clause 17.1 17.2 (Tax Grossgross-up); (ii) any Lender, Ancillary Facility Lender or L/C Bank claims indemnification from the Company Borrower under Clause 17.3 (Tax Indemnityindemnity) or Clause 18 18.1 (Increased Costscosts); (iii) any Lender ceases to be an Eligible Lender; (iv) any Lender becomes a Non-Funding Lender; (v) it becomes illegal for any Lender to participate in the Facilities due to the operation of Clause 12.1 (Illegality); or (iiivi) any Lender becomes a Non-Consenting Lender, Ancillary Facility and the Borrower has used all commercially reasonable efforts to replace that Lender or L/C Bank invokes pursuant to Clause 15.2 12.13 (Market Disruption), then, subject to paragraph (cRight of replacement of a single Lender) below: (A) if for a period of 60 days beginning from the date that the circumstance relates giving rise to a Lenderthe requirement or indemnification or cessation first occurred, the Company Borrower may: (1) arrange for the transfer , whilst such circumstance, indemnification or assignment in accordance with this Agreement of the whole (but at par only) of that Lender’s Commitment and participation in the Utilisations to a new or existing Lender willing to accept that transfer or assignment; or (2) cessation continues, give the Facility Agent notice of cancellation of the Commitments of that Lender’s Commitment Lender and the Company’s its intention to procure the repayment of that Lender’s participation in the Utilisation, whereupon the Commitment of that Lender shall immediately be reduced to zero; (B) 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 Ancillary Commitment Utilisations and the Company’s intention to procure the repayment of the utilisations of any Ancillary Facility granted by that Ancillary Facility Lender, whereupon the Ancillary Commitment of that Ancillary Facility Lender shall immediately be reduced to zero; and or (C) 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 Credita Non-Funding Lender) its Non-Funding Lender Amount. (b) On receipt of a notice referred to in paragraph (a) above, the Commitments and the Ancillary Commitments (if any) of that Lender shall be reduced to zero concurrently with the prepayment under paragraph (c) below. (c) In relation to a Utilisation, on the last day of each Interest Period which ends after the Company Borrower has given notice under paragraph (a)(A)(2), (a)(B) or (a)(Ca) above and, in relation to a utilisation under an Ancillary Facility, on the next due date occurring after such notice (or, in each case, if earlier, the date specified by the Company Borrower in that notice), each the Borrower to which a Utilisation or utilisation of an Ancillary Facility is outstanding shall repay that Lender’s participation in that Utilisation the Utilisations or the utilisation of the an Ancillary Facility granted by that Ancillary Facility Lender (together with all interest and other amounts accrued under the Relevant Finance Documents) or, as the case may be, provide full cash cover in respect of any Documentary Credit issued by that L/C Bank or any contingent liability under an Ancillary FacilityLender. (c) The Company may only exercise its rights under paragraph (b) 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 15.2 (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)(A)(1) above shall be subject to the following conditions: (i) no Relevant 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, Ancillary Facility Lender or L/C Bank by an Obligor the Borrower is required to be increased under paragraph (c) of Clause 17.1 15.2 (Tax Grossgross-up); (ii) any Lender, Ancillary Facility Lender or L/C Bank claims indemnification from the Company Borrower under Clause 17.3 15.3 (Tax Indemnityindemnity) or Clause 18 16.1 (Increased Costscosts); or (iii) any Lender, Ancillary Facility Lender or L/C Bank invokes Clause 15.2 notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Market DisruptionMandatory Cost formulae), thenthe Borrower may, subject 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 (ciii) below: (Aabove) if the circumstance relates to a Lenderthat Additional Cost Rate is greater than zero, the Company may: (1) 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 Utilisations to a new or existing Lender willing to accept that transfer or assignment; or (2) give the Facility Agent notice of cancellation of the Commitment of that Lender’s Commitment Lender and the Company’s its intention to procure the repayment of that Lender’s participation in the Utilisation, whereupon Loans. (b) On receipt of a notice referred to in paragraph (a) above: (i) the Commitment of that Lender shall immediately be reduced to zero; (B) 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 Ancillary 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 Ancillary Commitment of that Ancillary Facility Lender shall immediately be reduced to zero; and (Cii) if the circumstance relates Borrower shall fully Cash Collateralise, and the Offer Guarantor shall accept such Cash Collateralisation of, any (actual or contingent) liability of the Borrower under the Instruction Letter Indemnity then outstanding in an amount equal to an L/C Bank, the Company may give the Facility Agent notice of repayment that Lender’s Relevant Proportion (disregarding any cancellation pursuant to sub-paragraph (i)) of any Offer Guarantee Liability then outstanding Documentary Credit issued by such L/C Bank (in which case Clauses 9.7 (Cash- collateralisation of Instruction Letter Indemnity) (other than Clause 9.7(b)) and cancellation of 9.8 (Withdrawals from 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 CreditCash Collateral Account) shall apply mutatis mutandis). (bc) On the last day of each Interest Period which ends after the Company Borrower has given notice under paragraph (a)(A)(2), (a)(B) or (a)(Ca) above (or, if earlier, the date specified by the Company Borrower in that notice), each the 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 Facility Lender (together with all interest and other amounts accrued under the Relevant Finance Documents) or, as the case may be, provide full cash cover in respect of any Documentary Credit issued by that L/C Bank or any contingent liability under an Ancillary FacilityLoan. (c) The Company may only exercise its rights under paragraph (b) 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 15.2 (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)(A)(1) above shall be subject to the following conditions: (i) no Relevant 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, Ancillary Facility Lender or L/C Bank by an Obligor is required to be increased under paragraph (c) of Clause 17.1 11.2 (Tax Grossgross-up);; or (ii) any Lender, Ancillary Facility Lender or L/C Bank claims indemnification from the Company or an Obligor under Clause 17.3 11.3 (Tax Indemnity) or Clause 18 (Increased Costsindemnity); or (iii) [reserved]; or (iv) any Lender, Ancillary Facility Lender becomes a Non-Consenting Lender or L/C Bank invokes Clause 15.2 (Market Disruption), then, subject to paragraph (c) below: (A) if the circumstance relates to a Non-Funding Lender, the Company may: , while (1in the case of paragraphs (i) arrange or (ii) above) the circumstance giving rise to the requirement for increased payment or indemnification continues either (x) require the transfer or assignment in accordance with this Agreement of the whole (but at par only) of that Lender’s Commitment 's (the transferring Lender) Commitments and participation participations in the Utilisations Loans to a new another bank or existing Lender institution willing to accept that transfer on the last day of the then current Interest Period or assignment; or (2y) subject to any limitations imposed by the Senior Facilities Agreement, the Bridge Facility Agreement or the Intercreditor Agreement, give the PIK Facility Agent notice of cancellation of the Commitments of that Lender’s Commitment Lender and the Company’s its intention to procure the repayment of that Lender’s Xxxxxx's participation in the Utilisationoutstanding Loans together with accrued interest and unpaid fees then due to such Lender. (b) On receipt of a notice referred to in paragraph (a)(y) above, whereupon the Commitment Commitments of that Lender shall immediately be reduced to zero; (B) 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 Ancillary 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 Ancillary Commitment of that Ancillary Facility Lender shall immediately be reduced to zero; and (C) 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. (bc) Any notice delivered under paragraph (a)(x) above shall be accompanied by a Transfer Certificate complying with Clause 22.5 (Procedure for transfer), duly executed by the New Lender proposed by the Company, which Transfer Certificate shall be immediately accepted by the transferring Lender. (d) On the last day of each the Interest Period in which ends after the Company has given notice under paragraph (a)(A)(2), (a)(B) or (a)(Ca)(y) above (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Utilisation or utilisation of an Ancillary Facility is outstanding the Company shall repay that the relevant Lender’s 's participation in that Utilisation or the utilisation of the Ancillary Facility granted by that Ancillary Facility Lender (together with all interest and other amounts accrued under the Relevant Finance Documents) or, as the case may be, provide full cash cover in respect of any Documentary Credit issued by that L/C Bank or any contingent liability under an Ancillary FacilityLoan. (c) The Company may only exercise its rights under paragraph (b) 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 15.2 (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)(A)(1) above shall be subject to the following conditions: (i) no Relevant 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, Ancillary Facility Lender or L/C Bank by an Obligor the Borrower is required to be increased under Clause 17.1 13.2 (Tax Grossgross-up);; or (ii) any Lender, Ancillary Facility Lender or L/C Bank claims indemnification from the Company Borrower under Clause 17.3 13.3 (Tax Indemnityindemnity) or Clause 18 14 (Increased Costs); or (iii) any Lender, Ancillary Facility Lender or L/C Bank invokes Clause 15.2 (Market Disruption)the Borrower may, then, subject to paragraph (c) below: (A) if whilst the circumstance relates giving rise to a Lendersuch requirement or indemnification continues, the Company may: (1) 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 Utilisations to a new or existing Lender willing to accept that transfer or assignment; or (2) give the Facility Agent and that Lender (A) notice of cancellation of that Lender’s Commitment and the Company’s its intention to procure the repayment of that Lender’s participation in the UtilisationLoans and the cancellation of the Commitment of that Lender (a “Cancellation Notice”) or (B) notice of its intention to replace that Lender in accordance with paragraph (d) below (“Replacement Notice”). (b) On receipt of a Cancellation Notice referred to in paragraph (a) above in respect of any Lender, whereupon the Commitment of that Lender shall immediately be reduced to zero; (B) 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 Ancillary 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 Ancillary Commitment of that Ancillary Facility Lender shall immediately be reduced to zero; and (C) 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. (bc) On the last day of each Interest Period relating to any Loan which ends after the Company Borrower has given notice a Cancellation Notice under paragraph (a)(A)(2), (a)(B) or (a)(Ca) above in respect of any Lender (or, if earlier, the date specified by the Company Borrower in that notice), each the 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 Facility Lender (together with all interest and other amounts accrued under the Relevant Finance Documents) or, as the case may be, provide full cash cover in respect of 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 paragraph (b) 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 15.2 (Market Disruption); and (ii) it gives the Facility Agent and the relevant Lender not less than 5 Business Days prior noticeLoan. (d) The Borrower may, in the circumstances set out in paragraph (a) above, on 10 Business Days’ prior notice to the Facility Agent and that Lender (in the form of a Replacement Notice), replace that Lender (a “Replaced Lender”) by requiring such Replaced Lender to (and, to the extent permitted by law, such Replaced Lender shall) transfer pursuant to Clause 24 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or any other bank or financial institution selected by the Borrower (a “Replacement Lender”) which confirms its willingness to assume and does assume all the obligations of such Replaced Lender in accordance with Clause 24 (Changes to the Lenders) for a purchase price in cash payable, free and clear from any and all withholdings and deductions, at the time of such transfer equal to the sum of (and in the currency of) the (i) aggregate outstanding principal amount of such Replaced Lender’s participation in each of the outstanding Loans, (ii) all accrued interest (whether or not due) thereon, (iii) any Break Costs that would have been payable to such Replaced Lender had such Replaced Lender received payment of its participation in each of the Loans and accrued interest thereon and other sums payable under the Finance Documents from the Obligors on the date of such transfer (as if a claim for such Break Costs had been made) and (iv) all other amounts owing or payable to such Replaced Lender under the Finance Documents. (e) The replacement of a Replaced Lender and the transfer of rights and obligations of such Replaced Lender to the applicable Replacement Lender pursuant to paragraph (a)(A)(1a) above shall be subject to the following conditions: (i) the Borrower shall have no Relevant right to replace the Account Bank or the Facility Agent or the Security Agent; (ii) none of the Finance Party Parties (including without limitation such Replaced Lender) shall have any obligation to find a replacement Replacement Lender; (iiiii) in no event shall such Replaced Lender be required to pay, account for or surrender to such Replacement Lender for any replaced amount (including without limitation any fees) received or recovered by such Replaced Lender pursuant to the Finance Documents prior to or in respect of any time prior to such transfer; (iv) such Replaced Lender shall not be obliged to make such transfer or execute any Transfer Certificate in respect of such transfer unless it is satisfied (acting reasonably) that it has completed all “know your customer” and other similar procedures that it is required to conduct in relation to such transfer to such Replacement Lender; (v) such Replaced Lender shall be paid the purchase price in respect of such transfer as set out in paragraph (a) by no later than the time of such transfer, and any and all costs and expenses incurred or to be incurred in connection with such transfer by such Replaced Lender shall be paid by the Borrower to such Replaced Lender no later than the time of such transfer; (vi) such Replacement Lender is not an Obligor, a Group Member, any Relevant Person or any Affiliate of any of the foregoing; (vii) such Replaced Lender shall not be required to refundmake any such transfer to the extent that such transfer is, or would be reasonably likely to pay result, in breach of or surrender to non-compliance with any other Lenderapplicable law or regulation, or any rules or regulations of the fees or other amounts received by that replaced Lender under any Finance Documentapplicable securities exchange; and (iiiviii) any replacement such Replaced Lender shall only be obliged to make such transfer if at the time of a such transfer the circumstance giving rise to such requirement for increased payments to such Replaced Lender which under Clause 13.2 (Tax gross-up) or such indemnification in favour of such Replaced Lender under Clause 13.3 (Tax indemnity) or Clause 14 (Increased Costs) (in each case as referred to in paragraph (a) above) is the Facility Agent shall not affect its role as the Facility Agentcontinuing.

Right of repayment and cancellation in relation to a single Lender. (a) If: (i) any sum payable to any Lender, Ancillary Facility Lender or L/C Bank by an Obligor the Borrower is required to be increased under paragraph (c) of Clause 17.1 15.2 (Tax Grossgross-up); (ii) any Lender, Ancillary Facility Lender or L/C Bank claims indemnification from the Company Borrower under Clause 17.3 15.3 (Tax Indemnityindemnity) or Clause 18 16.1 (Increased Costscosts); or (iii) any Lender, Ancillary Facility Lender or L/C Bank invokes Clause 15.2 notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Market DisruptionMandatory Cost formulae), thenthe Borrower may, subject 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 (ciii) below: (Aabove) if the circumstance relates to a Lenderthat Additional Cost Rate is greater than zero, the Company may: (1) 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 Utilisations to a new or existing Lender willing to accept that transfer or assignment; or (2) give the Facility Agent notice of cancellation of the Commitment of that Lender’s Commitment Lender and the Company’s its intention to procure the repayment of that Lender’s participation in the Utilisation, whereupon Loans. (b) On receipt of a notice referred to in paragraph (a) above: (i) the Commitment of that Lender shall immediately be reduced to zero; (B) 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 Ancillary 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 Ancillary Commitment of that Ancillary Facility Lender shall immediately be reduced to zero; and (Cii) if the circumstance relates Borrower shall fully Cash Collateralise, and the Offer Guarantor shall accept such Cash Collateralisation of, any (actual or contingent) liability of the Borrower under the Instruction Letter Indemnity then outstanding in an amount equal to an L/C Bank, the Company may give the Facility Agent notice of repayment that Lender’s Relevant Proportion (disregarding any cancellation pursuant to sub-paragraph (i)) of any Offer Guarantee Liability then outstanding Documentary Credit issued by such L/C Bank (in which case Clauses 9.7 (Cash- Table of Contents collateralisation of Instruction Letter Indemnity) (other than Clause 9.7(b)) and cancellation of 9.8 (Withdrawals from 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 CreditCash Collateral Account) shall apply mutatis mutandis). (bc) On the last day of each Interest Period which ends after the Company Borrower has given notice under paragraph (a)(A)(2), (a)(B) or (a)(Ca) above (or, if earlier, the date specified by the Company Borrower in that notice), each the 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 Facility Lender (together with all interest and other amounts accrued under the Relevant Finance Documents) or, as the case may be, provide full cash cover in respect of any Documentary Credit issued by that L/C Bank or any contingent liability under an Ancillary FacilityLoan. (c) The Company may only exercise its rights under paragraph (b) 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 15.2 (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)(A)(1) above shall be subject to the following conditions: (i) no Relevant 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, Ancillary Facility Lender or L/C Bank by an Obligor is required to be increased under Clause 17.1 19.2 (Tax Gross-up); (ii) any Lender, Ancillary Facility Lender or L/C Bank claims indemnification from the Company a Borrower under Clause 17.3 19.3 (Tax Indemnity) or the Parent under Clause 18 20 (Increased Costs); or (iii) any Lender, Ancillary Facility Lender or L/C Bank invokes Clause 15.2 17.2 (Market Disruption), then, subject to paragraph (c) below: (A) if the circumstance relates to a Lender, the Company Parent may: (1) 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 Utilisations to a new or existing Lender willing to accept that transfer or assignment; or (2) give the Facility Agent notice of cancellation of that Lender’s Commitment and the CompanyParent’s intention to procure the repayment of that Lender’s participation in the Utilisation, whereupon the Commitment of that Lender shall immediately be reduced to zero; (B) if the circumstance relates to an Ancillary Facility Lender, the Company Parent may give the Facility Agent notice of cancellation of that Ancillary Facility Lender’s Ancillary Commitment and the CompanyParent’s intention to procure the repayment of the utilisations of any Ancillary Facility granted by that Ancillary Facility Lender, whereupon the Ancillary Commitment of that Ancillary Facility Lender shall immediately be reduced to zero; and (C) if the circumstance relates to an L/C Bank, the Company Parent 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. (b) On the last day of each Interest Period or Term which ends after the Company Parent has given notice under paragraph (a)(A)(2a)(iii)(A)(2), (a)(Ba)(iii)(B) or (a)(Ca)(iii)(C) above (or, if earlier, the date specified by the Company 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 Facility Lender (together with all interest and other amounts accrued under the Relevant Finance Documents) or, as the case may be, provide full cash cover in respect of any Documentary Credit issued by that L/C Bank or any contingent liability under an Ancillary Facility. (c) The Company Parent may only exercise its rights under paragraph (ba) 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 15.2 17.2 (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)(A)(1a)(iii)(A)(1) above shall be subject to the following conditions: (i) no Relevant 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 12.4 (

Right of repayment and cancellation in relation to a single Lender. (a) If: (i) any sum payable to any Lender, Ancillary Facility Lender or L/C Bank by an Obligor is required to be increased under paragraph (c) of Clause 17.1 13.2 (Tax Grossgross-up); (ii) any Lender, Ancillary Facility Lender or L/C Bank claims indemnification from the Company under Clause 17.3 13.3 (Tax Indemnityindemnity) or Clause 18 14 (Increased Costscosts); or (iii) any Lender, Ancillary Facility Lender or L/C Bank invokes Clause 15.2 (Market Disruption), then, subject is not within the charge to paragraph (c) below: (A) if the circumstance relates to a LenderUK corporation tax, the Company may: (1) 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 Utilisations to a new or existing Lender willing to accept that transfer or assignment; or (2) give the Facility Agent notice of cancellation of that Lender’s Commitment and the Company’s intention to procure the repayment of that Lender’s participation in the Utilisation, whereupon the Commitment of that Lender shall immediately be reduced to zero; (B) 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 Ancillary 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 Ancillary Commitment of that Ancillary Facility Lender shall immediately be reduced to zero; and (C) 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. (b) On the last day of each Interest Period which ends after the Company has given notice under paragraph (a)(A)(2), (a)(B) or (a)(C) above (or, if earlier, the date specified by the Company 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 Facility Lender (together with all interest and other amounts accrued under the Relevant Finance Documents) or, as the case may be, provide full cash cover in respect of 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 paragraph (b) above if: (i) in the case of paragraphs (a)(i) and (a)(ii) above, whilst the circumstance giving rise to the requirement or indemnification continues or the circumstance referred to in paragraph (iii) continues, give the Agent at least 10 Business Day’s prior written notice (which notice shall be irrevocable) of its intention to repay or procure the repayment of such Lender’s share of the Loans or (subject to paragraph (b) below) the transfer of such Lender’s rights and obligations under the Finance Documents to a bank or financial institution nominated by the Company and willing to participate in the Facility in place of such Lender (a “Substitute Lender”) in accordance with Clause 24 (Changes to the Lenders). On the last day of each current Interest Period, the Company shall repay such Lender’s portion of the Loan to which such Interest Period relates or, if the Company has notified such Lender of a proposed transfer of its rights and obligations under the Finance Documents to a Substitute Lender, the Company shall procure that: (i) a transfer of such Lender’s rights and obligations in respect of each outstanding Loan takes effect, and that all payments due to such Lender as a result of such transfer are made, on the case last day of (a)(iii) no more than 90 days have elapsed since the relevant invoking of Clause 15.2 (Market Disruption)each current Interest Period; and and (ii) it gives such Lender’s Available Commitment is transferred to the Facility Agent and Substitute Lender together with the relevant Lender not less than 5 Business Days prior noticefirst transfer in respect of an outstanding Loan. (db) The replacement of No Lender shall be required to transfer its rights and obligations under the Finance Documents to a Substitute Lender pursuant if it is unlawful or contrary to any applicable regulation for that Lender to make the transfer or transact in any way with the Substitute Lender. (c) A Lender for whose account a repayment is to be made under paragraph (a)(A)(1a) above shall be subject to the following conditions: (i) no Relevant Finance Party shall have any obligation to find a replacement Lender; (ii) any replaced Lender shall not be required obliged to refund, participate in the making of any Loan on or after the date upon which the Agent receives the Company’s notice of its intention to pay or surrender to any other procure the repayment of such Lender, any ’s share 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 Loan, and such Lender’s Available Commitment shall not affect its role as the Facility Agentbe reduced to zero.