Common use of Right of repayment and Clause in Contracts

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

Right of repayment and. cancellation in relation to a single Lender (a) If: (i) by reason of the introduction after the date of this Agreement of or any change after the date of this Agreement in (or in the interpretation, administration or application of) any law or regulation, any sum payable to any Lender by an Obligor is required to be increased under paragraph (ac) of Clause 12.2 13.2 (Tax gross-up) to a greater extent than would have been required had that payment been made on the date of this Agreement; or); (ii) any Lender claims indemnification from the Company under Clause 12.3 13.3 (Tax indemnity) or Clause 13 14.1 (Increased Costscosts); or (iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost formulae), the Company may, subject to paragraph whilst (cin the case of paragraphs (i) below, whilst and (ii) above) the circumstance giving rise to the requirement or indemnification continues, or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zero, give the Agent notice of cancellation of the Commitment of that Lender and and/or its intention to procure the repayment of that Lender’s participation in the UtilisationsLoans. (b) On receipt of a notice referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero. (c) Any notice of prepayment given by the Company under paragraph (a) above shall only be valid if accompanied by evidence satisfactory to the Agent that all Authorisations necessary or desirable in connection with the proposed prepayment have been obtained and are in full force and effect. (d) On the last day of each Interest Period which ends after the Company has given notice under paragraph (a) above (or, if earlier, the date specified by the Company in that notice), each Borrower (or, as the Company case may be, the specified Borrower) to which a Loan is outstanding shall repay that Lender’s participation in that UtilisationLoan.

Right of repayment and. cancellation in relation to a single Lender (aA) If: (i) by reason of the introduction after Company reasonably believes that the date of this Agreement of or any change after the date of this Agreement in (or in the interpretation, administration or application of) any law or regulation, any sum payable to any Lender by an Obligor is required to be increased under paragraph (a) 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 a greater extent than would have been required had that payment been made on the date increase its rate of this Agreementinterest further to clause 11.2 (Market disruption); or (iiv) the rating of any Lender claims indemnification from the Company under Clause 12.3 Lender’s long-term unguaranteed, unsecured securities or debt is reduced to below Baa3 (Tax indemnity▇▇▇▇▇’▇) or Clause 13 (Increased Costs)a comparable rating from an internationally recognised credit rating agency, the Company may, subject to while (in the case of paragraph (ci) below, whilst and (ii) above) the circumstance giving rise to the requirement belief or indemnification notice continues or (in the case of (iii), (iv) or (v) above) the relevant circumstance continues, : (a) give the Facility Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Utilisations.; (b) On receipt in the case of a Non-Funding Lender or Illegality Lender, give the Facility Agent notice referred to in paragraph (a) above, of cancellation 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) Any notice of prepayment given by the Company under replace that Lender in accordance with paragraph (aB) above shall only be valid if accompanied by evidence satisfactory to the Agent that all Authorisations necessary or desirable in connection with the proposed prepayment have been obtained and are in full force and effectbelow. (d) On the last day of each Interest Period which ends after the Company has given notice under paragraph (a) above (or, if earlier, the date specified by the Company in that notice), the Company shall repay that Lender’s participation in that Utilisation.

Right of repayment and. cancellation in relation to a single Lender (a) If: (i) by reason of the introduction after the date of this Agreement of or any change after the date of this Agreement in (or in the interpretation, administration or application of) any law or regulation, any sum payable to any Lender by an Obligor is required to be increased under paragraph (ac) of Clause 12.2 10.2 (Tax gross-up) to a greater extent than would have been required had that payment been made on the date of this Agreement; or); (ii) any Lender claims indemnification from the Company an Obligor under Clause 12.3 10.3 (Tax indemnity) or Clause 13 11.2 (Increased Costscosts); or (iii) any Lender notifies the Facility Agent of its Additional Cost Rate under paragraph 3 of Schedule 5 (Mandatory Cost Formula), the Company Luxco Borrower (on behalf of itself and the German Borrower) may, subject to paragraph whilst (cin the case of paragraphs (i) below, whilst and (ii) above) the circumstance giving rise to the requirement or indemnification continuescontinues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zero, give the Facility Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the UtilisationsAdvances. (b) On receipt of a notice referred to in paragraph (a) above), the Commitment of that Lender shall immediately be reduced to zero. (c) Any notice of prepayment given by the Company under paragraph (a) above shall only be valid if accompanied by evidence satisfactory to the Agent that all Authorisations necessary or desirable in connection with the proposed prepayment have been obtained and are in full force and effect. (d) On the last day of each Interest Period which ends after the Company Luxco Borrower has given notice under paragraph (a) above (or, if earlier, the date specified by the Company Luxco Borrower in that notice), the Company each Borrower shall repay that Lender’s participation in that Utilisationthe Advances made to it.

Right of repayment and. cancellation in relation to a single Lender (a) If: (i) by reason of the introduction after the date of this Agreement of or any change after the date of this Agreement in (or in the interpretation, administration or application of) any law or regulation, any sum payable to any Lender by an Obligor is required to be increased under paragraph (ac) of Clause 12.2 13.2 (Tax gross-up) to a greater extent than would have been required had that payment been made on the date of this Agreement); or (ii) any Lender claims indemnification from the Company either Borrower under Clause 12.3 13.3 (Tax indemnity) or Clause 13 14.1 (Increased Costscosts); or (iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost formulae), the Company Italian Borrower may, subject to paragraph whilst (cin the case of paragraphs (i) below, whilst and (ii) above) the circumstance giving rise to the requirement or indemnification continuescontinues or (in the case of paragraph (iii) above) the Additional Cost Rate is greater than zero, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the UtilisationsLoans. (b) On receipt of a notice referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero. (c) Any notice of prepayment given by the Company under paragraph (a) above shall only be valid if accompanied by evidence satisfactory to the Agent that all Authorisations necessary or desirable in connection with the proposed prepayment have been obtained and are in full force and effect. (d) On the last day of each Interest Period which ends after the Company Italian Borrower has given notice under paragraph (a) above (or, if earlier, the date specified by the Company Italian Borrower in that notice), the Company each Borrower in relation to which a Loan is outstanding shall repay that Lender’s participation in that UtilisationLoan.

Right of repayment and. cancellation in relation to a single Lender (a) If: (i) by reason of the introduction after the date of this Agreement of or any change after the date of this Agreement in (or in the interpretation, administration or application of) any law or regulation, any sum payable to any Lender by an Obligor the Borrower is required to be increased under paragraph (ac) of Clause 12.2 15.2 (Tax gross-up) to a greater extent than would have been required had that payment been made on the date of this Agreement; or); (ii) any Lender claims indemnification from the Company Borrower under Clause 12.3 15.3 (Tax indemnity) or Clause 13 16.1 (Increased Costscosts); or (iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost formulae), the Company Borrower may, subject to paragraph whilst (cin the case of paragraphs (i) below, whilst and (ii) above) the circumstance giving rise to the requirement or indemnification continuescontinues or, (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zero, give the Agent notice of cancellation of the Commitment a Loan of that Lender and its intention to procure the repayment of that Lender’s participation in the UtilisationsLoans. (b) On receipt of a notice referred to in paragraph (a) above, the Commitment Loan of that Lender shall immediately be reduced to zero. (c) Any notice of prepayment given by the Company under paragraph (a) above shall only be valid if accompanied by evidence satisfactory to the Agent that all Authorisations necessary or desirable in connection with the proposed prepayment have been obtained and are in full force and effect. (d) On the last day of each Interest Period which ends Promptly after the Company Borrower has given notice under paragraph (a) above (or, if earlier, the date specified by the Company in that notice), the Company Borrower shall repay that Lender’s participation in that UtilisationLoan.

Right of repayment and. cancellation in relation to a single Lender (a) If: (i) by reason of the introduction after the date of this Agreement of or any change after the date of this Agreement in (or in the interpretation, administration or application of) any law or regulation, any sum payable to any Lender by an Obligor the Borrower is required to be increased under paragraph (ac) of Clause 12.2 (Tax gross-up) to a greater extent than would have been required had that payment been made on the date of this Agreement); or (ii) any Lender claims indemnification from the Company Borrower under Clause 12.3 (Tax indemnity) or Clause 13 13.1 (Increased Costscosts), the Company Borrower may, subject to paragraph (c) below, whilst the circumstance giving rise to the requirement or indemnification continues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Utilisations. (b) On receipt of a notice referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero. (c) Any notice of prepayment given by the Company under paragraph (a) above shall only be valid if accompanied by evidence satisfactory to the Agent that all Authorisations necessary or desirable in connection with the proposed prepayment have been obtained and are in full force and effect. (d) On the last day of each Interest Period which ends after the Company Borrower has given notice under paragraph (a) above (or, if earlier, the date specified by the Company Borrower in that notice), the Company Borrower shall repay that Lender’s participation in the Utilisations together with interest accrued but unpaid up to and including the date of repayment of that UtilisationLender’s participation in the Utilisations.

Right of repayment and. cancellation in relation to a single Lender (a) 8.4.1 If: (iA) by reason of the introduction after the date of this Agreement of or any change after the date of this Agreement in (or in the interpretation, administration or application of) any law or regulation, any sum payable to any Lender by an Obligor is required to be increased under paragraph (a) of Clause 12.2 13.2.3 (Tax gross-up) to a greater extent than would have been required had that payment been made on the date of this Agreement; or); (iiB) any Lender claims indemnification from the Company or an Obligor under Clause 12.3 13.3 (Tax indemnity) or Clause 13 14.1 (Increased Costscosts); or (C) any Lender notifies the Administrative Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formulae), the Company may, subject to paragraph whilst (cin the case of paragraphs (A) below, whilst and (B) above) the circumstance giving rise to the requirement or indemnification continuescontinues or whilst (in the case of paragraph (C) above) that Additional Cost Rate is greater than zero, give the Administrative Agent notice of cancellation of the Commitment Commitments of that Lender and its intention to procure the repayment of that Lender’s participation in the UtilisationsLoans. (b) 8.4.2 On receipt of a notice referred to in paragraph (a) aboveClause 8.4.1, the Commitment Commitments of that Lender shall immediately be reduced to zero. (c) Any notice of prepayment given by the Company under paragraph (a) above shall only be valid if accompanied by evidence satisfactory to the Agent that all Authorisations necessary or desirable in connection with the proposed prepayment have been obtained and are in full force and effect. (d) 8.4.3 On the last day of each Interest Period which ends after the Company has given notice under paragraph (a) above Clause 8.4.1 (or, if earlier, the date specified by the Company in that notice), the Company each Borrower to which a Loan is outstanding shall repay that Lender’s participation in that UtilisationLoan.

Right of repayment and. cancellation in relation to a single Lender (a) If: (i) by reason of the introduction after the date of this Agreement of or any change after the date of this Agreement in (or in the interpretation, administration or application of) any law or regulation, any sum payable to any Lender by an Obligor is required to be increased under paragraph (ac) of Clause 12.2 13.2 (Tax gross-up) to a greater extent than would have been required had that payment been made on the date of this Agreement; or); (ii) any Lender claims indemnification from the Company under Clause 12.3 13.3 (Tax indemnity) or Clause 13 14.1 (Increased Costscosts); or (iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost formulae), the Company may, subject to paragraph whilst (cin the case of paragraphs (i) below, whilst and (ii) above) the circumstance giving rise to the requirement or indemnification continuescontinues or (in the case of paragraph (iii) above) that Additional Cost Rate is greater than zero, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Utilisations. (b) On receipt of a notice referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero. (c) Any notice of prepayment given by the Company under paragraph (a) above shall only be valid if accompanied by evidence satisfactory to the Agent that all Authorisations necessary or desirable in connection with the proposed prepayment have been obtained and are in full force and effect. (d) On the last day of each Interest Period which ends after the Company has given notice under paragraph (a) above (or, if earlier, the date specified by the Company in that notice), the Company each Borrower to which a Utilisation is outstanding shall repay that Lender’s participation in that Utilisation.