Common use of Right of repayment and Clause in Contracts

Right of repayment and. cancellation in relation to a single Lender (a) If: (i) any sum payable to any Lender by a Borrower is required to be increased under paragraph (c) of Clause 12.2 (Tax gross-up); or (ii) any Lender claims indemnification from a Borrower under Clause 12.3 (Tax indemnity) or Clause 13 (Increased costs), the Borrowers may give the Facility Agent notice of cancellation of the Commitment of that Xxxxxx and their intention to procure the repayment of that Xxxxxx’s participation in the Loan. (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. (c) On the last day of each Interest Period which ends after the Borrowers have given notice of cancellation under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Borrowers in that notice), the Borrowers shall repay that Xxxxxx’s participation in the Loan. (d) The Borrowers may, in the circumstances set out in paragraph (a) above, on 15 Business Days’ prior notice to the Facility Agent and that Xxxxxx, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) (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 Borrowers which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 27 (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 27.8 (Pro rata interest settlement)) 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 Borrowers shall have no 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; (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 (iv) of paragraph (e) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Facility Agent and the Borrowers 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 a Borrower is required to be increased under paragraph (c) of Clause 12.2 (Tax gross-up); or (ii) any Lender claims indemnification from a Borrower under Clause 12.3 (Tax indemnity) or Clause 13 (Increased costs), the Borrowers may give the Facility Agent notice of cancellation of the Commitment of that Xxxxxx and their intention to procure the repayment of that Xxxxxx’s participation in the Loan. (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. (c) On the last day of each Interest Period which ends after the Borrowers have given notice of cancellation under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Borrowers in that notice), the Borrowers shall repay that Xxxxxx’s participation in the Loan. (d) The Borrowers may, in the circumstances set out in paragraph (a) above, on 15 Business Days’ prior notice to the Facility Agent and that Xxxxxx, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 27 26 (Changes to the Lenders) (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 Borrowers which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 27 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 27.8 26.9 (Pro rata interest settlement)) 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 Borrowers shall have no 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; (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 (iv) of paragraph (e) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Facility Agent and the Borrowers 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 a the Borrower is required to be increased under paragraph (c) of Clause 12.2 (Tax gross-up); or; (ii) any Lender claims indemnification from a the Borrower under Clause 12.3 (Tax indemnity) or Clause 13 13.1 (Increased costs), the Borrowers may Borrower may, whilst the circumstance giving rise to the requirement or indemnification continues, give the Facility Agent notice of cancellation of the Commitment of that Xxxxxx Lender and their its intention to procure the repayment of that XxxxxxLender’s participation in the LoanLoans. (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. (c) On the last day of each Interest Period which ends after the Borrowers have Borrower has given notice of cancellation under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Borrowers Borrower in that notice), the Borrowers Borrower shall repay that XxxxxxLender’s participation in the that Loan. (d) The Borrowers Borrower may, in the circumstances set out in paragraph (a) above, on 15 10 Business Days’ prior notice to the Facility Agent and that XxxxxxLender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 27 23 (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 Borrowers Borrower which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 27 23 (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 XxxxxxLender’s participation in the Loan outstanding Loans and all accrued interest (to the extent that the Facility Agent has not given a notification under Clause 27.8 (Pro rata interest settlement)) interest, Break Costs 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 Borrowers Borrower shall have no right to replace a Lender acting in its capacity as a Servicing Partythe Agent; (ii) neither the Facility Agent nor any Lender shall have any obligation to find a replacement Lender;; and (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 (iv) of paragraph (e) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Facility Agent and the Borrowers when it is satisfied that it has complied with those checks.

Right of repayment and. cancellation in relation to a single Lender (aA) If: (i) any the Original Borrower reasonably believes that the sum payable to any Lender by a Borrower an Obligor is required to be increased under paragraph (c) of Clause 12.2 clause 15.2 (Tax gross-up); (ii) the Original Borrower receives a notice from the Facility Agent under clause 15.3 (Tax Indemnity) or clause 16 (Increased Costs); (iii) any Lender is or becomes a Non-Funding Lender; or (iiiv) any Lender claims indemnification from a Borrower under Clause 12.3 is or becomes entitled to increase its rate of interest further to clause 13.2 (Tax indemnity) or Clause 13 (Increased costsMarket disruption), the Borrowers may Original Borrower may, while (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the belief or notice continues or (in the case of (iii) or (iv) above) the relevant circumstance continues: (a) give the Facility Agent notice of cancellation of the Commitment of that Xxxxxx and their its intention to procure the repayment of that Xxxxxx’s 's participation in the LoanUtilisations; (b) in the case of a Non-Funding Lender or Illegality Lender, give the Facility Agent notice of cancellation of the Available Commitment of that Lender in relation to the Facility and reinstate all or part of such Available Commitment in accordance with paragraph (B) below; (c) or replace that Lender in accordance with paragraph (B) below. (B) The Original Borrower may: (i) in the circumstances set out in paragraph (A) above or pursuant to clause 10.1 (General) or clause 10.2 (Illegality) or clause 10.6(A)(ii) (Change of Control), replace an Existing Lender (as defined in clause 30 (Changes to the Lenders)), with one or more other Lenders (which need not be Existing Lenders) (each a "Replacement Lender"), which have agreed to purchase all or part of the Commitment and participations of that Existing Lender in Utilisations made to a Borrower pursuant to an assignment or transfer in accordance with the provisions of clause 30 (Changes to the Lenders); or (ii) in the circumstances set out in paragraph (A)(iv)(b) of this clause 10.10, cancel the Available Commitments of the Non-Funding Lender or Illegality Lender in respect of the Facility and procure that one or more Replacement Lenders assume Commitments under the Facility in an aggregate amount not exceeding the Available Commitment of the relevant Non-Funding Lender or Illegality Lender in relation to the Facility, in each case on condition that: (a) each assignment or transfer under this paragraph (B) shall be arranged by the Original Borrower (with such reasonable assistance from the Existing Lender as the Original Borrower may reasonably request); and (b) no Existing Lender shall be obliged to make any assignment or transfer pursuant to this paragraph (B) unless and until: (1) it has received payment from the Replacement Lender or Replacement Lenders in an aggregate amount equal to the outstanding principal amount of the participations in the Utilisations owing to the Existing Lender, together with accrued and unpaid interest (to the extent that the Facility Agent has not given a notification under clause 30.9 (Pro rata interest settlement)), fees (including, without limitation, any Break Costs to the date of payment) and all other amounts payable to the Existing Lender under this Agreement; and (2) the requirements under clause 24.12 ("Know your customer" and "customer due diligence" requirements) have been satisfied in respect of the Replacement Lender. (C) On receipt of a notice of cancellation from the Original Borrower referred to in paragraph (aA) above, the Commitment of that Lender shall immediately be reduced to zero. (cD) On the last day of each Interest Period which ends after the Borrowers have Original Borrower has given notice of cancellation under paragraph (aA) above in relation to a Lender (or, if earlier, the date specified by the Borrowers Original Borrower in that notice), the Borrowers relevant Borrower shall repay that Xxxxxx’s 's participation in the Loanrelevant Utilisation. (dE) The Borrowers may, Paragraphs (A) and (B) do not in the circumstances set out in paragraph (a) above, on 15 Business Days’ prior notice to the Facility Agent and that Xxxxxx, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) (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 Borrowers which confirms its willingness to assume and does assume all any way limit the obligations of the transferring Lender in accordance with Clause 27 any Finance Party under clause 18.1 (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 27.8 (Pro rata interest settlementMitigation)) 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 Borrowers shall have no 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; (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 (iv) of paragraph (e) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Facility Agent and the Borrowers when it is satisfied that it has complied with those checks.

Right of repayment and. cancellation in relation to a single Lender (aA) If: (i) any the Company reasonably believes that the sum payable to any Lender by a Borrower an Obligor is required to be increased under paragraph (c) of Clause 12.2 clause 13.2 (Tax gross-up); (ii) the Company receives a notice from the Facility Agent under clause 13.3 (Tax Indemnity) or clause 14.1 (Increased costs); (iii) any Lender is or becomes a Non-Funding Lender; or (iiiv) any Lender claims indemnification from a Borrower under Clause 12.3 is or becomes entitled to increase its rate of interest further to clause 11.2 (Tax indemnity) or Clause 13 (Increased costsMarket disruption), the Borrowers may Company may, while (in the case of paragraph (i) and (ii) above) the circumstance giving rise to the belief or notice continues or (in the case of (iii) above) the relevant circumstance continues: (a) give the Facility Agent notice of cancellation of the Commitment of that Xxxxxx and their Lendxx xxx its intention to procure the repayment of that Xxxxxx’s participation Lendxx’x xarticipation in the LoanUtilisations; (b) in the case of a Non-Funding Lender or Illegality Lender, give the Facility Agent notice of cancellation of the Available Commitment of that Lender in relation to the Facility and reinstate all or part of such Available Commitment in accordance with paragraph (B) below; or (c) replace that Lender in accordance with paragraph (B) below. (B) The Company may: (i) in the circumstances set out in paragraph (A) above or pursuant to clause 8.1 (General) or clause 8.2 (Illegality) or clause 8.3(A)(ii) (Change of Control), replace an Existing Lender (as defined in clause 22 (Changes to the Lenders)), with one or more other Lenders (which need not be Existing Lenders) (each a “Replacement Lender”), which have agreed to purchase all or part of the Commitment and participations of that Existing Lender in Utilisations made to a Borrower pursuant to an assignment or transfer in accordance with the provisions of clause 22 (Changes to the Lenders); or (ii) in the circumstances set out in paragraph (A)(b) of this clause 8.13, cancel the Available Commitments of the Non-Funding Lender or Illegality Lender in respect of the Facility and procure that one or more Replacement Lenders assume Commitments under the Facility in an aggregate amount not exceeding the Available Commitment of the relevant Non-Funding Lender or Illegality Lender in relation to the Facility, in each case on condition that: (a) each assignment or transfer under this paragraph (B) shall be arranged by the Company (with such reasonable assistance from the Existing Lender as the Company may reasonably request); and (b) no Existing Lender shall be obliged to make any assignment or transfer pursuant to this paragraph (B) unless and until: (1) it has received payment from the Replacement Lender or Replacement Lenders in an aggregate amount equal to the outstanding principal amount of the participations in the Utilisations owing to the Existing Lender, together with accrued and unpaid interest (to the extent that the Facility Agent has not given a notification under clause 22.9 (Pro rata interest settlement)), fees (including, without limitation, any Break Costs to the date of payment) and all other amounts payable to the Existing Lender under this Agreement; and (2) the requirements under clause 17.8 (“Know your customer” and “customer due diligence” requirements) have been satisfied in respect of the Replacement Lender. (C) On receipt of a notice of cancellation from the Company referred to in paragraph (aA) above, the Commitment of that Lender shall immediately be reduced to zero. (cD) On the last day of each Interest Period which ends after the Borrowers have Company has given notice of cancellation under paragraph (aA) above in relation to a Lender (or, if earlier, the date specified by the Borrowers Company in that notice), the Borrowers relevant Borrower shall repay that Xxxxxx’s participation Lendxx’x xarticipation in the Loanrelevant Utilisation. (dE) The Borrowers may, Paragraphs (A) and (B) do not in the circumstances set out in paragraph (a) above, on 15 Business Days’ prior notice to the Facility Agent and that Xxxxxx, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) (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 Borrowers which confirms its willingness to assume and does assume all any way limit the obligations of the transferring Lender in accordance with Clause 27 any Finance Party under clause 16.1 (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 27.8 (Pro rata interest settlementMitigation)) 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 Borrowers shall have no 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; (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 (iv) of paragraph (e) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Facility Agent and the Borrowers 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 a Borrower an Obligor is required to be increased under paragraph (cClause 14.2(c) of Clause 12.2 (Tax gross-up); or; (ii) any Lender claims indemnification from a the Borrower under Clause 12.3 14.3 (Tax indemnity) or Clause 13 15.1 (Increased costs); (iii) equivalent or similar circumstances to those referred to in paragraphs (i) or (ii) above apply in relation to a Lender which is also an Existing Facility Lender, and the Ultimate Holding Company under (and as defined in) the Existing Facility Agreement is giving notice to cancel the commitments and prepay the participation of that Existing Facility Lender under the Existing Facility Agreement; or (iv) a Lender is a Defaulting Lender, the Borrowers may Borrower may, whilst the circumstance giving rise to the requirement or indemnification continues or whilst the Lender is a Defaulting Lender, give the Facility Agent notice of cancellation of the Commitment Commitments of that Xxxxxx Lender and their its intention to procure the repayment of that XxxxxxLender’s participation in the LoanUtilisations. (b) On receipt of a notice of cancellation referred to in paragraph (a) aboveClause 9.4(a), the Commitment Commitments of that Lender shall immediately be reduced to zero. (c) On the last day of each Interest Period which ends after the Borrowers have Borrower has given notice of cancellation under paragraph (aClause 9.4(a) above in relation to a Lender (or, if earlier, the date specified by the Borrowers Borrower in that notice), the Borrowers Borrower shall repay that XxxxxxLender’s participation in the Loanany relevant Utilisation. (d) The Borrowers may, rights of the Borrower in the circumstances set out this Clause 9.4 are in paragraph (a) above, on 15 Business Days’ prior notice addition to the Facility Agent and that Xxxxxx, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) (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 Borrowers which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 27 (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 27.8 23.8 (Pro rata interest settlementReplacement of Lender)) 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 Borrowers shall have no 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; (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 (iv) of paragraph (e) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Facility Agent and the Borrowers 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 a the Borrower is required to be increased under paragraph (ca) of Clause 12.2 14.2 (Tax gross-up); or; (ii) any Lender claims indemnification from a the Borrower under Clause 12.3 14.3 (Tax indemnity) or Clause 13 15.1 (Increased costs); or (iii) any Lender ceases to be an Eligible Lender, and the Borrower has used all commercially reasonable efforts to replace that Lender pursuant to Clause 9.8 (Right of replacement of a single Lender) for a period of 60 days beginning from the date that the circumstance giving rise to the requirement or indemnification or cessation first occurred, the Borrowers may Borrower may, whilst such circumstance, indemnification or cessation continues, give the Facility Agent notice of cancellation of the Commitment Commitments of that Xxxxxx Lender and their its intention to procure the repayment of that XxxxxxLender’s participation in the LoanLoans. (b) On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment Commitments of that Lender shall immediately be reduced to zero. (c) On the last day of each Interest Period which ends after the Borrowers have Borrower has given notice of cancellation under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Borrowers Borrower in that notice), the Borrowers Borrower shall repay that XxxxxxLender’s participation in the LoanLoans, it being understood that such repayment may not be made with the proceeds of any Loans made hereunder or the issuance of any Floating Rate Notes. (d) The Borrowers may, in the circumstances set out in paragraph (a) above, on 15 Business Days’ prior notice to the Facility Agent and that Xxxxxx, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) (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 Borrowers which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 27 (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 27.8 (Pro rata interest settlement)) 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 Borrowers shall have no 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; (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 (iv) of paragraph (e) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Facility Agent and the Borrowers 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 a Borrower is required to be increased under paragraph (c) of Clause 12.2 (Tax gross-up); or (ii) any Lender claims indemnification from a Borrower under Clause 12.3 (Tax indemnity) or Clause 13 (Increased costs), the Borrowers may give the Facility Agent notice of cancellation of the Commitment of that Xxxxxx and their intention to procure the repayment of that Xxxxxx’s participation in the Loan. (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. (c) On the last day of each Interest Period which ends after the Borrowers have given notice of cancellation under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Borrowers in that notice), the Borrowers shall repay that Xxxxxx’s participation in the Loan. (d) The Borrowers may, in the circumstances set out in paragraph (a) above, with the prior consent of Sinosure, on 15 Business Days’ prior notice to the Facility Agent and that XxxxxxLender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 27 28 (Changes to the LendersLenders and the Hedge Counterparties) (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 Borrowers which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 27 28 (Changes to the LendersLenders and the Hedge Counterparties) 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 27.8 28.9 (Pro rata interest settlement)) ), Break Costs 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 Borrowers shall have no 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; (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 (iv) of paragraph (e) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Facility Agent and the Borrowers 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 a the Borrower is required to be increased under paragraph (c) of Clause 12.2 (Tax gross-up); or (ii) any Lender claims indemnification from a the Borrower under Clause 12.3 (Tax indemnity) or Clause 13 (Increased costs), the Borrowers may Borrower may, whilst the circumstance giving rise to such requirement or indemnification continues, give the Facility Agent (A) notice of cancellation of the Commitment of that Xxxxxx and their its intention to procure the repayment of that XxxxxxLender’s participation in the LoanLoans and the cancellation of the Commitment of that Lender for each Tranche (a “Cancellation Notice”) or (B) notice of its intention to replace that Lender in accordance with paragraph (e) below (“Replacement Notice”). The Agent shall promptly notify that Lender upon receipt of any Cancellation Notice or Replacement Notice. (b) On receipt of a notice of cancellation Cancellation Notice referred to in paragraph (a) aboveabove in respect of any Lender, the Commitment of that Lender for each Tranche shall immediately be reduced to zero. (c) On the last day of each Interest Period relating to any Loan which ends after the Borrowers have Borrower has given notice of cancellation a Cancellation Notice under paragraph (a) above in relation to a respect of any Lender (or, if earlier, the date specified by the Borrowers Borrower in that notice), the Borrowers Borrower shall repay that XxxxxxLender’s participation in the that Loan. (d) Any prepayment of any Tranche A Loan made under this Clause 7.4 after the expiry of the Tranche A Availability Period shall reduce the obligations of the Borrower under Clause 6.1 (Repayment of Tranche A Loans) in respect of the remaining Tranche A Repayment Instalments rateably. Any cancellation of the Tranche B Commitment of any Lender pursuant to this Clause 7.4 shall rateably reduce the amount of the Tranche B Reduction Instalment for each Tranche B Reduction Date falling after such cancellation. (e) The Borrowers Borrower may, in the circumstances set out in paragraph (a) above, on 15 10 Business Days’ prior notice to the Facility Agent and that XxxxxxLender (in the form of a Replacement Notice), replace that Lender (a “Replaced Lender” for the purposes of this Clause 7.4) by requiring that such Replaced Lender to (and, to the extent permitted by law, that such Replaced Lender shall) transfer pursuant to Clause 27 23 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or any other bank, bank or financial institution, trust, fund or other entity institution selected by the Borrowers Borrower (a “Replacement Lender” for the purposes of this Clause 7.4) which confirms its willingness to assume and does assume all the obligations of the transferring such Replaced Lender in accordance with Clause 27 23 (Changes to the Lenders) for a purchase price in cash or other cash payment payable payable, free and clear from any and all withholdings and deductions, at the time of the such transfer equal to the sum (and in the currency) of the (i) aggregate outstanding principal amount of such XxxxxxReplaced Lender’s participation in each of the Loan and 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 extent that the Facility Agent has not given a notification under Clause 27.8 (Pro rata Loans and accrued interest settlement)) thereon and other sums payable under the Finance Documents from the Obligors party hereto on the date of such transfer and (iv) all other amounts owing or payable in relation thereto to such Replaced Lender under the Finance Documents. (ef) 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 (de) above shall be subject to the following conditions: (i) the Borrowers Borrower shall have no right to replace a Lender acting the Agent in its capacity as a Servicing Partyagent of any or all of the Finance Parties; (ii) neither none of the Facility Agent nor any Lender Finance Parties (including without limitation such Replaced Lender) shall have any obligation to find a replacement Replacement Lender; (iii) in no event shall the such Replaced Lender replaced under paragraph (d) above be required to pay pay, account for or surrender to such Replacement Lender for any of the fees amount (including without limitation any fees) received or recovered by such Replaced Lender pursuant to the Finance DocumentsDocuments 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 (e) 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 party hereto, a member of the Group or any Affiliate of any of the foregoing; (vii) such Replaced Lender shall not be required to make any such transfer to the extent that such transfer is, or would be reasonably likely to result, in breach of or non-compliance with any applicable law or regulation, or any rules or regulations of any applicable securities exchange; and (ivviii) the such Replaced Lender shall only be obliged to make such transfer its rights and obligations pursuant if at the time of such transfer the circumstance giving rise to paragraph such requirement for increased payments to such Replaced Lender under Clause 12.2 (dTax gross-up) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks such indemnification in favour of such Replaced Lender under all applicable laws and regulations Clause 12.3 (Tax indemnity) or Clause 13 (Increased costs) (in relation to that transfer. (f) A Lender shall perform the checks described in sub-paragraph (iv) of paragraph (e) above each case as soon as reasonably practicable following delivery of a notice referred to in paragraph (da) above and shall notify the Facility Agent and the Borrowers when it above) is satisfied that it has complied with those checkscontinuing.

Right of repayment and. cancellation in relation to a single Lender (a) If: (i) any sum payable to any Lender by a Borrower an Obligor is required to be increased under paragraph (c) of Clause 12.2 19.4 (Tax gross-up); or (ii) any Lender claims indemnification from a Borrower the Obligors’ Agent under Clause 12.3 19.5 (Tax indemnity) or Clause 13 20.1 (Increased costs), the Borrowers may Obligors’ Agent may, whilst the circumstance giving rise to the requirement or indemnification continues, either give the Facility Agent notice of cancellation of the Commitment of that Xxxxxx Lender and their its intention to procure the repayment of that XxxxxxLender’s participation in the LoanLoans or request that Lender to transfer its Commitment and its participation in the Loans (and in the case of Loans to the Australian Borrower, the corresponding Notes) pursuant to Clause 32.6 (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 of cancellation referred to in paragraph (a) aboveabove in respect of a cancellation, the Commitment of that Lender shall immediately be reduced to zero. (c) On the last day of each Interest Period which ends after the Borrowers have Obligors’ Agent has given notice of cancellation under paragraph (a) above in relation to respect of a Lender cancellation (or, if earlier, the date specified by the Borrowers Obligors’ Agent in that notice), the Borrowers each Borrower to which a Loan is outstanding shall repay (in whole or in part, as the case may be) that XxxxxxLender’s participation in the that Loan. (d) The Borrowers may, in the circumstances set out in paragraph (a) above, on 15 Business Days’ prior notice to the Facility Agent and that Xxxxxx, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) (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 Borrowers which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 27 (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 27.8 (Pro rata interest settlement)) 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 Borrowers shall have no 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; (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 (iv) of paragraph (e) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Facility Agent and the Borrowers 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 a Borrower an Obligor is required to be increased under paragraph (c) of Clause 12.2 11.2 (Tax gross-up); or (ii) any Lender claims indemnification from a the Borrower or an Obligor under Clause 12.3 11.3 (Tax indemnity) or Clause 13 12.1 (Increased costsCosts); or (iii) any Lender notifies the Bridge Facility Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formulae); or (iv) any Lender becomes a Non-Consenting Lender or a Non-Funding Lender, the Borrowers may Borrower may, while (in the case of paragraphs (i) or (ii) above) the circumstance giving rise to the requirement for increased payment or indemnification continues or while (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zero, either (x) require the transfer of the whole of that Lender's (the transferring Lender) Commitments and participations in Loans to another bank or institution willing to accept that transfer on the last day of the then current Interest Period or (y) subject to any limitations imposed by the Senior Facilities Agreement or the Intercreditor Agreement, give the Bridge Facility Agent notice of cancellation of the Commitment Commitments of that Xxxxxx Lender and their its intention to procure the repayment of that Xxxxxx’s 's participation in the Loanoutstanding Loans together with accrued interest and unpaid fees then due to such Lender. (b) On receipt of a notice of cancellation referred to in paragraph (aa)(y) above, the Commitment Commitments of that the relevant Lender shall immediately be reduced to zero. (c) 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 Borrower, 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 Borrowers have Borrower has given notice of cancellation under paragraph (aa)(y) above in relation to a Lender (or, if earlier, the date specified by the Borrowers Borrower in that notice), the Borrowers Borrower shall repay that Xxxxxx’s the relevant Lender's participation in the that Loan. (d) The Borrowers may, in the circumstances set out in paragraph (a) above, on 15 Business Days’ prior notice to the Facility Agent and that Xxxxxx, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) (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 Borrowers which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 27 (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 27.8 (Pro rata interest settlement)) 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 Borrowers shall have no 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; (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 (iv) of paragraph (e) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Facility Agent and the Borrowers when it is satisfied that it has complied with those checks.

Right of repayment and. cancellation in relation to a single Lender (aA) If: (i) any Kosmos reasonably believes that the sum payable to any Lender by a Borrower an Obligor is required to be increased under paragraph (c) of Clause 12.2 clause 23.2 (Tax gross-up); (ii) Kosmos receives a notice from the Facility Agent under clause 23.3 (Tax Indemnity) or clause 24 (Increased Costs); (iii) any Lender is or becomes a Non-Funding Lender; or (iiiv) any Lender claims indemnification from a Borrower under Clause 12.3 is or becomes entitled to increase its rate of interest further to clause 21.2 (Tax indemnityMarket disruption), Kosmos may, while (in the case of paragraph (i) and (ii) above) the circumstance giving rise to the belief or notice continues or (in the case of (iii) or Clause 13 (Increased costs), iv) above) the Borrowers may relevant circumstance continues: (a) give the Facility Agent notice of cancellation of the Commitment of that Xxxxxx Lender and their its intention to procure the repayment of that XxxxxxLender’s participation in the LoanUtilisations; (b) in the case of a Non-Funding Lender or Illegality Lender, give the Facility Agent notice of cancellation of the Available Commitment of that Lender in relation to the Facility and reinstate all or part of such Available Commitment in accordance with paragraph (B) below; (c) or replace that Lender in accordance with paragraph (B) below. (B) Kosmos may: (i) in the circumstances set out in paragraph (A) above or pursuant to clause 18.1 (General) or clause 18.2 (Illegality) or clause 18.6(A)(ii) (Change of Control), replace an Existing Lender (as defined in clause 38 (Changes to the Lenders)), with one or more other Lenders (which need not be Existing Lenders) (each a “Replacement Lender”), which have agreed to purchase all or part of the Commitment and participations of that Existing Lender in Utilisations made to Kosmos pursuant to an assignment or transfer in accordance with the provisions of clause 38 (Changes to the Lenders); or (ii) in the circumstances set out in paragraph (A)(iv)(a) of this clause 18.10, cancel the Available Commitments of the Non-Funding Lender or Illegality Lender in respect of the Facility and procure that one or more Replacement Lenders assume Commitments under the Facility in an aggregate amount not exceeding the Available Commitment of the relevant Non-Funding Lender or Illegality Lender in relation to the Facility, in each case on condition that: (a) each assignment or transfer under this paragraph (B) shall be arranged by Kosmos (with such reasonable assistance from the Existing Lender as Kosmos may reasonably request); and (b) no Existing Lender shall be obliged to make any assignment or transfer pursuant to this paragraph (B) unless and until it has received payment from the Replacement Lender or Replacement Lenders in an aggregate amount equal to the outstanding principal amount of the participations in the Utilisations owing to the Existing Lender, together with accrued and unpaid interest and fees (including, without limitation, any Break Costs to the date of payment) and all other amounts payable to the Existing Lender under this Agreement. (C) On receipt of a notice of cancellation from Kosmos referred to in paragraph (aA) above, the Commitment of that Lender shall immediately be reduced to zero. (cD) On the last day of each Interest Period which ends after the Borrowers have Kosmos has given notice of cancellation under paragraph (aA) above in relation to a Lender (or, if earlier, the date specified by the Borrowers Kosmos in that notice), the Borrowers Kosmos shall repay that XxxxxxLender’s participation in the Loanrelevant Utilisation. (dE) The Borrowers may, Paragraphs (A) and (B) do not in the circumstances set out in paragraph (a) above, on 15 Business Days’ prior notice to the Facility Agent and that Xxxxxx, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) (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 Borrowers which confirms its willingness to assume and does assume all any way limit the obligations of the transferring Lender in accordance with Clause 27 any Finance Party under clause 26.1 (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 27.8 (Pro rata interest settlementMitigation)) 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 Borrowers shall have no 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; (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 (iv) of paragraph (e) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Facility Agent and the Borrowers when it is satisfied that it has complied with those checks.

Right of repayment and. cancellation in relation to a single Lender (aA) If: (i) any the Company reasonably believes that the sum payable to any Lender by a Borrower an Obligor is required to be increased under paragraph (c) of Clause 12.2 clause 13.2 (Tax gross-up); (ii) the Company receives a notice from the Facility Agent under clause 13.3 (Tax Indemnity) or clause 14.1 (Increased Costs); (iii) any Lender is or becomes a Non-Funding Lender; (iv) any Lender is or becomes entitled to increase its rate of interest further to clause 11.2 (Market disruption); or (v) the rating of any Lender’s long-term unguaranteed, unsecured securities or debt is reduced to below Baa3 (Xxxxx’x) or a comparable rating from an internationally recognised credit rating agency, the Company may, while (in the case of paragraph (i) and (ii) any Lender claims indemnification from a Borrower under Clause 12.3 above) the circumstance giving rise to the belief or notice continues or (Tax indemnityin the case of (iii), (iv) or Clause 13 (Increased costs), v) above) the Borrowers may relevant circumstance continues: (a) give the Facility Agent notice of cancellation of the Commitment of that Xxxxxx Lender and their its intention to procure the repayment of that XxxxxxLender’s participation in the LoanUtilisations; (b) in the case of a Non-Funding Lender or Illegality Lender, give the Facility Agent notice of cancellation of the Available Commitment of that Lender in relation to the Facility and reinstate all or part of such Available Commitment in accordance with paragraph (B) below; or (c) replace that Lender in accordance with paragraph (B) below. (B) The Company may: (i) in the circumstances set out in paragraph (A) above or pursuant to clause 8.1 (General) or clause 8.2 (Illegality) or clause 8.3(A)(ii) (Change of Control), replace an Existing Lender (as defined in clause 22 (Changes to the Lenders)), with one or more other Lenders (which need not be Existing Lenders) (each a “Replacement Lender”), which have agreed to purchase all or part of the Commitment and participations of that Existing Lender in Utilisations made to the Borrower pursuant to an assignment or transfer in accordance with the provisions of clause 22 (Changes to the Lenders); or (ii) in the circumstances set out in paragraph (A)(iv)(a) of this clause 8.11, cancel the Available Commitments of the Non-Funding Lender or Illegality Lender in respect of the Facility and procure that one or more Replacement Lenders assume Commitments under the Facility in an aggregate amount not exceeding the Available Commitment of the relevant Non-Funding Lender or Illegality Lender in relation to the Facility, in each case on condition that: (a) each assignment or transfer under this paragraph (B) shall be arranged by the Company (with such reasonable assistance from the Existing Lender as the Company may reasonably request); and (b) no Existing Lender shall be obliged to make any assignment or transfer pursuant to this paragraph (B) unless and until it has received payment from the Replacement Lender or Replacement Lenders in an aggregate amount equal to the outstanding principal amount of the participations in the Utilisations owing to the Existing Lender, together with accrued and unpaid interest and fees (including, without limitation, any Break Costs to the date of payment) and all other amounts payable to the Existing Lender under this Agreement. (C) On receipt of a notice of cancellation from the Company referred to in paragraph (aA) above, the Commitment of that Lender shall immediately be reduced to zero. (cD) On the last day of each Interest Period which ends after the Borrowers have Company has given notice of cancellation under paragraph (aA) above in relation to a Lender (or, if earlier, the date specified by the Borrowers Company in that notice), the Borrowers Company shall repay that XxxxxxLender’s participation in the Loanrelevant Utilisation. (dE) The Borrowers may, Paragraphs (A) and (B) do not in the circumstances set out in paragraph (a) above, on 15 Business Days’ prior notice to the Facility Agent and that Xxxxxx, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) (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 Borrowers which confirms its willingness to assume and does assume all any way limit the obligations of the transferring Lender in accordance with Clause 27 any Finance Party under clause 16.1 (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 27.8 (Pro rata interest settlementMitigation)) 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 Borrowers shall have no 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; (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 (iv) of paragraph (e) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Facility Agent and the Borrowers when it is satisfied that it has complied with those checks.

Right of repayment and. cancellation in relation to a single Lender (aA) If: (i) any the Borrower reasonably believes that the sum payable to any Lender by a Borrower an Obligor is required to be increased under paragraph (c) of Clause 12.2 13.2 (Tax gross-up); (ii) the Borrower receives a notice from the Facility Agent under Clause 13.3 (Tax Indemnity) or Clause 14 (Increased Costs); (iii) any Lender is or becomes a Non-Funding Lender; or (iiiv) any Lender claims indemnification from a Borrower under is or becomes entitled to increase its rate of interest further to Clause 12.3 11.2 (Tax indemnity) or Clause 13 (Increased costsMarket disruption), the Borrowers may Borrower may, while (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the belief or notice continues or (in the case of paragraph (iii) or (iv) above) the relevant circumstance continues: (a) give the Facility Agent notice of cancellation of the Commitment of that Xxxxxx and their its intention to procure the repayment of that Xxxxxx’s participation in the Loan.Utilisations; (b) On receipt in the case of a Non-Funding Lender or Illegality Lender, give the Facility Agent notice of cancellation referred to in paragraph (a) above, of the Available Commitment of that Lender shall immediately be reduced in relation to zero.the Facility and reinstate all or part of such Available Commitment in accordance with paragraph (B) below; or (c) On the last day of each Interest Period which ends after the Borrowers have given notice of cancellation under replace that Lender in accordance with paragraph (aB) above in relation to a Lender (or, if earlier, the date specified by the Borrowers in that notice), the Borrowers shall repay that Xxxxxx’s participation in the Loanbelow. (dB) The Borrowers Borrower may, : (i) in the circumstances set out in paragraph (aA) above, on 15 Business Days’ prior notice to the Facility Agent Clause 8.1 (General) or Clause 8.2 (Illegality and that XxxxxxSanctions) or Clause 8.5(A)(ii) (Change of Control), replace that an Existing Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to as defined in Clause 27 28 (Changes to the Lenders)), with one or more other Lenders (which need not be Existing Lenders) (and not each a “Replacement Lender”), which have agreed to purchase all or 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 Borrowers which confirms its willingness to assume and does assume all the obligations of the transferring Commitment and participations of that Existing Lender in Utilisations made to the Borrower pursuant to an assignment or transfer in accordance with the provisions of Clause 27 28 (Changes to the Lenders); or (ii) for a purchase price in cash or other cash payment payable at the time circumstances set out in paragraph (A)(iv)(a) above, cancel the Available Commitments of the Non-Funding Lender or Illegality Lender in respect of the Facility and procure that one or more Replacement Lenders assume Commitments under the Facility in an aggregate amount not exceeding the Available Commitment of the relevant Non-Funding Lender or Illegality Lender in relation to the Facility, in each case on condition that: (a) each assignment or transfer under this paragraph (B) shall be arranged by the Borrower (with such reasonable assistance from the Existing Lender as the Borrower may reasonably request); and (b) no assignment or transfer made by an Existing Lender pursuant to this paragraph (B) will be effective unless and until: (1) it has received payment from the Replacement Lender or Replacement Lenders in an aggregate amount equal to the outstanding principal amount of such Xxxxxx’s participation the participations in the Loan Utilisations owing to the Existing Lender, together with accrued and all accrued unpaid interest (to the extent that the Facility Agent has not given a notification under Clause 27.8 28.10 (Pro rata interest settlement)) and fees (including, without limitation, any Break Costs to the date of payment) and all 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 Borrowers shall have no right to replace a Existing 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; (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 Documentsthis Agreement; and (iv2) 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 completed to its satisfaction, all necessary the requirements under Clause 22.12 (“know Know your customer” or other similar checks under all applicable laws and regulations “customer due diligence” requirements) in relation to that transferrespect of the Replacement Lender. (fC) A Lender shall perform the checks described in sub-paragraph (iv) of paragraph (e) above as soon as reasonably practicable following delivery On receipt of a notice from the Borrower referred to in paragraph (dA) above, the Commitment of the relevant Existing Lender shall immediately be reduced to zero. (D) On the last day of each Interest Period which ends after the Borrower has given notice under paragraph (A) above (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay the relevant Existing Xxxxxx’s participation in the relevant Utilisation. (E) Paragraphs (A) and shall notify (B) do not in any way limit the Facility Agent and the Borrowers when it is satisfied that it has complied with those checksobligations of any Finance Party under Clause 16.1 (Mitigation).

Right of repayment and. cancellation in relation to a single Lender (a) If: (i) any sum payable to any Lender by a Borrower an Obligor is required to be increased under paragraph (c) of Clause 12.2 pursuant to clause 9 (Tax grossGross-upup and Indemnities); or (ii) any Lender claims indemnification from a the Borrower under Clause 12.3 clause 9.3 (Tax indemnityIndemnity) or Clause 13 clause 10.1 (Increased costsCosts), the Borrowers may Borrower may, whilst (in the case of clauses 4.7(a)(i) and 4.7(a)(ii) above) the circumstance giving rise to the requirement or indemnification continues, give the Facility Agent notice (a) of cancellation of the Commitment of that Xxxxxx and their its intention to procure that the repayment liabilities of that XxxxxxLender under each Letter of Credit are reduced to zero and/or provide Cash Collateral in an amount equal to such Lender’s participation in the Loaneach Letter of Credit. (b) On receipt of a notice of cancellation referred to in paragraph (a) aboveabove in relation to a Lender, the Commitment Commitment(s) of that Lender shall immediately be reduced to zero. (c) On the last day of each Interest Period Term which ends after the Borrowers have Borrower has given notice of cancellation under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Borrowers Borrower in that notice), the Borrowers Borrower shall repay procure either that that Xxxxxx’s participation in each Letter of Credit be reduced to zero (by a reduction of the Loanamount of that Letter of Credit in an amount equal to that Xxxxxx’s participation in that Letter of Credit) or that it is otherwise secured by providing Cash Collateral to the Agent in an amount equal to that Xxxxxx’s Outstandings. (d) The Borrowers If any Lender becomes a Defaulting Lender, the Borrower may, in at any time whilst the circumstances set out in paragraph (a) aboveLender continues to be a Defaulting Lender, on 15 give the Agent 10 Business Days’ prior notice to the Facility Agent and of cancellation of each Available Commitment of that Xxxxxx, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) (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 Borrowers which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 27 (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 27.8 (Pro rata interest settlement)) and other amounts payable in relation thereto under the Finance DocumentsLender. (e) The replacement of a Lender pursuant On the notice referred to in paragraph (d) above shall be subject to becoming effective, each Available Commitment of the following conditions: (i) the Borrowers shall have no right to replace a Lender acting in its capacity as a Servicing Party; (ii) neither the Facility Agent nor any Defaulting Lender shall have any obligation immediately be reduced 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 transferzero. (f) A Lender The Agent shall perform the checks described in sub-paragraph (iv) of paragraph (e) above as soon as reasonably practicable following delivery after receipt of a notice referred to in paragraph (d) above and shall above, notify all the Facility Agent and the Borrowers when it is satisfied that it has complied with those checksLenders.

Right of repayment and. cancellation in relation to a single Lender (aA) If: (i) any Kosmos reasonably believes that the sum payable to any Lender by a Borrower an Obligor is required to be increased under paragraph (c) of Clause 12.2 clause 15.2 (Tax gross-up); (ii) Kosmos receives a notice from the relevant Facility Agent under clause 15.3 (Tax Indemnity) or clause 16 (Increased Costs); (iii) any Lender is or becomes a Non-Funding Lender; or (iiiv) any Lender claims indemnification from a Borrower under Clause 12.3 is or becomes entitled to increase its rate of interest further to clause 13.2 (Tax indemnityMarket disruption), Kosmos may, while (in the case of paragraph (i) and (ii) above) the circumstance giving rise to the belief or notice continues or (in the case of (iii) or Clause 13 (Increased costs), iv) above) the Borrowers may relevant circumstance continues: (a) give the such Facility Agent notice of cancellation of the Commitment of that Xxxxxx Lender and their its intention to procure the repayment of that XxxxxxLender’s participation in the LoanUtilisations; (b) in the case of a Non-Funding Lender or Illegality Lender, give such Facility Agent notice of cancellation of the Available Commitment of that Lender in relation to any Facility and reinstate all or part of such Available Commitment in accordance with paragraph (B) below; (c) or replace that Lender in accordance with paragraph (B) below. (B) Kosmos may: (i) in the circumstances set out in paragraph (A) above or pursuant to clause 10.1 (General) or clause 10.2 (Illegality) or clause 10.5(A)(ii) (Change of Control), replace an Existing Lender (as defined in clause 30 (Changes to the Lenders)), with one or more other Lenders (which need not be Existing Lenders) (each a “Replacement Lender”), which have agreed to purchase all or part of the Commitment and participations of that Existing Lender in Utilisations made to Kosmos pursuant to an assignment or transfer in accordance with the provisions of clause 30 (Changes to the Lenders); or (ii) in the circumstances set out in paragraph (A)(iv)(a) of this clause 10.10, cancel the Available Commitments of the Non-Funding Lender or Illegality Lender in respect of the relevant Facility and procure that one or more Replacement Lenders assume Commitments under the relevant Facility in an aggregate amount not exceeding the Available Commitment of the relevant Non-Funding Lender or Illegality Lender in relation to the relevant Facility in each case on condition that: (a) each assignment or transfer under this paragraph (B) shall be arranged by Kosmos (with such reasonable assistance from the Existing Lender as Kosmos may reasonably request); and (b) no Existing Lender shall be obliged to make any assignment or transfer pursuant to this paragraph (B) unless and until it has received payment from the Replacement Lender or Replacement Lenders in an aggregate amount equal to the outstanding principal amount of the participations in the Utilisations owing to the Existing Lender, together with accrued and unpaid interest and fees (including, without limitation, any Break Costs to the date of payment) and all other amounts payable to the Existing Lender under this Agreement. (C) On receipt of a notice of cancellation from Kosmos referred to in paragraph (aA) above, the Commitment of that Lender shall immediately be reduced to zero. (cD) On the last day of each Interest Period which ends after the Borrowers have Kosmos has given notice of cancellation under paragraph (aA) above in relation to a Lender (or, if earlier, the date specified by the Borrowers Kosmos in that notice), the Borrowers Kosmos shall repay that XxxxxxLender’s participation in the Loanrelevant Utilisation. (dE) The Borrowers may, Paragraphs (A) and (B) do not in the circumstances set out in paragraph (a) above, on 15 Business Days’ prior notice to the Facility Agent and that Xxxxxx, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 27 (Changes to the Lenders) (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 Borrowers which confirms its willingness to assume and does assume all any way limit the obligations of the transferring Lender in accordance with Clause 27 any Finance Party under clause 18.1 (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 27.8 (Pro rata interest settlementMitigation)) 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 Borrowers shall have no 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; (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 (iv) of paragraph (e) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Facility Agent and the Borrowers 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 a the Borrower is required to be increased under paragraph (c) of Clause 12.2 14.2 (Tax gross-up); or (ii) any Lender claims indemnification from a the Borrower under Clause 12.3 14.3 (Tax indemnity) or Clause 13 15 (Increased costs), the Borrowers Borrower may give the Facility Agent notice of cancellation of the relevant Commitment of that Xxxxxx Lender and their its intention to procure the repayment of that Xxxxxx’s 's participation in the LoanUtilisations or give the Agent notice of its intention to replace that Lender in accordance with paragraph (d) below. (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. (c) On the last day of each Interest Period which ends after the Borrowers have Borrower has given notice of cancellation under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Borrowers Borrower in that notice), the Borrowers Borrower shall repay that Xxxxxx’s 's participation in the Loanthat Utilisation. (d) The Borrowers Borrower may, in the circumstances set out in paragraph (a) above, on 15 10 Business Days’ ' prior notice to the Facility Agent and that XxxxxxLender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 27 28 (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 Borrowers Borrower which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 27 28 (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 's participation in the Loan outstanding Utilisation and all accrued interest (to the extent that the Facility Agent has not given a notification under Clause 27.8 28.14 (Pro rata interest settlement)) ), Break Costs 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 Borrowers Borrower shall have no right to replace a Lender acting in its capacity as a Servicing Partythe Agent; (ii) neither the Facility Agent nor any Lender shall have any obligation to find a replacement Lender;; and (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 (iv) of paragraph (e) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Facility Agent and the Borrowers when it is satisfied that it has complied with those checks.