Common use of Right of replacement Clause in Contracts

Right of replacement. or repayment and cancellation in relation to a single Lender (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 14.2 (Tax gross-up); or (ii) any Lender claims indemnification from the Company under Clause 14 (Tax gross-up and indemnities) or Clause 15 (Increased Costs), the Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment and Ancillary Commitment, if any, of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans 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 and Ancillary Commitment, if any, of that Lender shall immediately be reduced to zero. (c) On the last day of each Interest Period which ends after the Company has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Loan on utilisation of any Ancillary Facility is outstanding shall repay that Lender’s participation in that Loan or utilisation of Ancillary Facility granted by that Lender or, as the case may be, provide full cash cover in respect of a contingent liability under an Ancillary Facility. (d) The Company may, in the circumstances set out in paragraph (a) above, on five Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 25 (Changes to the Finance Parties) 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 Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 (Changes to the Finance Parties) 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 Lender’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.8 (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 Company shall have no right to replace the Agent; (ii) neither the 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.

Right of replacement. or repayment and cancellation in relation to a single Lender (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 14.2 13.2 (Tax gross-gross up); or (ii) any Lender claims indemnification from the Company under Clause 14 13.3 (Tax gross-up and indemnitiesindemnity) or Clause 15 14 (Increased Costscosts), the Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment and Ancillary Commitment, if any, of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans 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 and Ancillary Commitment, if any, of that Lender shall immediately be reduced to zero. (c) On the last day of each Interest Period which ends after the Company has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Loan on utilisation of any Ancillary Facility is outstanding shall repay that Lender’s participation in that Loan or utilisation of Ancillary Facility granted by that Lender or, as the case may be, provide full cash cover in respect of a contingent liability under an Ancillary FacilityLoan. (d) The Company may, in the circumstances set out in paragraph (a) above, on five 10 Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 25 24 (Changes to the Finance PartiesLenders) 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 Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 24 (Changes to the Finance PartiesLenders) 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 Lender’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.8 24.9 (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 Company shall have no right to replace the Agent; (ii) neither the 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.

Right of replacement. or repayment and cancellation in relation to a single Lender (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 14.2 15.2 (Tax gross-up); or (ii) any Lender claims indemnification any sum from the Company Borrower under Clause 14 15.3 (Tax gross-up and indemnitiesindemnity) or Clause 15 16.1 (Increased Costs), the Company Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification claim continues, give the Agent notice of cancellation of the Commitment and Ancillary Commitment, if any, of that Lender and its intention to procure the repayment of that Lender’s Lxxxxx's participation in the Loans Utilisations 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) aboveabove in relation to a Lender, the Commitment and Ancillary Commitment, if any, Available Commitment(s) of that Lender shall be immediately be reduced to zero. (c) On the last day of each Interest Period which ends after the Company Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company Borrower in that notice), each the Borrower to which a Loan on utilisation of any Ancillary Facility is outstanding shall repay that Lender’s Lxxxxx's participation in that Loan or utilisation Utilisation and that Lxxxxx's corresponding Commitment(s) shall be immediately cancelled in the amount of Ancillary Facility granted by that Lender or, as the case may be, provide full cash cover in respect of a contingent liability under an Ancillary Facilityparticipations repaid. (d) The Company may, in If: (i) any of the circumstances set out in paragraph (a) aboveabove apply to a Lender; or (ii) an Obligor becomes obliged to pay any amount in accordance with Clause 9.1 (Illegality) or 9.2 (Illegality in relation to Letter of Credit) to any Lender, the Borrower may, on five 21 Business Days’ ' prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to under Clause 25 29 (Changes to the Finance PartiesLenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other another bank, or financial institution, or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (including credit derivatives) in any such case selected by the Company Borrower which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 29 (Changes to the Finance PartiesLenders) for a purchase price in cash or other cash payment payable at the time of the transfer in an amount equal to the outstanding principal amount of such Lender’s Lxxxxx's participation in the outstanding Loans Utilisations and all accrued interest and/or issuance fees (to the extent that the Agent has not given a notification under Clause 25.8 29.9 (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 under paragraph (d) above shall be subject to the following conditions: (i) the Company Borrower shall have no right to replace the AgentAgent or the Security Trustee; (ii) neither the 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 under the Finance Documents; and (iv) the Lender shall only be obliged to transfer its rights and obligations under 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 paragraph (e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks.

Right of replacement. or repayment and cancellation in relation to a single Lender (a) If: (i) any sum payable to any Lender by an Obligor the Borrower is required to be increased under paragraph (c) of Clause 14.2 (Tax gross-up); or (ii) any Lender claims indemnification from the Company Borrower under Clause 14 14.3 (Tax gross-up and indemnitiesindemnity) or Clause 15 15.1 (Increased Costscosts), the Company Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment and Ancillary Commitment, if any, of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans 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 and Ancillary Commitment, if any, of that Lender shall immediately be reduced to zero. (c) On the last day of each Interest Period which ends after the Company Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company Borrower in that notice), each the Borrower to which a Loan on utilisation of any Ancillary Facility is outstanding shall repay that Lender’s participation in that Loan or utilisation of Ancillary Facility granted by that Lender or, as the case may be, provide full cash cover in respect of a contingent liability under an Ancillary FacilityLoan. (d) The Company Borrower may, in the circumstances set out in paragraph (a) above, on five 15 (fifteen) Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 25 27 (Changes to the Finance Parties) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bankbank or, financial institution, trust, fund or other entity institution selected by the Company Borrower which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 27 (Changes to the Finance Parties) 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 Lender’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.8 (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 Company Borrower shall have no right to replace the Agent; (ii) neither the Agent nor any Lender shall have any obligation to find a replacement Lender; 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 paragraph e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph d) above and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks.

Right of replacement. or repayment and cancellation in relation to a single Lender (a) If: (i) any sum payable to any Lender by an Obligor the Borrower and/or the Guarantor is required to be increased under paragraph (c) of Clause 14.2 12.2 (Tax gross-up); or (ii) any Lender claims indemnification from the Company Borrower under Clause 14 12.3 (Tax gross-up and indemnitiesindemnity) or Clause 15 13.1 (Increased Costscosts), the Company Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment and Ancillary Commitment, if any, of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans Loan 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 and Ancillary Commitment, if any, of that Lender shall immediately be reduced to zero. (c) On the last day of each Interest Period which ends after the Company has Borrower have given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company Borrower in that notice), each the Borrower to which a Loan on utilisation of any Ancillary Facility is outstanding shall repay that Lender’s participation in that Loan or utilisation of Ancillary Facility granted by that Lender or, as the case may be, provide full cash cover in respect of a contingent liability under an Ancillary FacilityLoan. (d) The Company may, in the circumstances set out in paragraph (a) above, on five Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 25 (Changes to the Finance Parties) 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 Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 (Changes to the Finance Parties) 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 Lender’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.8 (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 (da) above shall be subject to the following conditions: (i) the Company Borrower shall have no right to replace the Agent; (ii) neither the Agent nor any Lender shall have any obligation to find a replacement Lender; and (iii) in no event shall the Lender replaced under paragraph (da) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents.

Right of replacement. or repayment and cancellation in relation to a single Lender (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 14.2 13.2 (Tax gross-up); or (ii) any Lender claims indemnification from the Company Borrower under Clause 14 13.3 (Tax gross-up and indemnitiesindemnity) or Clause 15 14.1 (Increased Costs), the Company Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment and Ancillary Commitment, if any, of that Lender and its intention to procure the repayment of that APJ/076001.00588/98366820.7Page 40 Lender’s 's participation in the Loans 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 Available Commitment and Ancillary Commitment, if any, of that Lender shall be immediately be reduced to zero. (c) On the last day of each Interest Period which ends after the Company Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company Borrower in that notice), each the Borrower to which a Loan on utilisation of any Ancillary Facility is outstanding shall repay that Lender’s participation 's xxxxxcipation in that Loan or utilisation and that Lender's xxxxxsponding Commitment shall be immediately cancelled in the amount of Ancillary Facility granted by that Lender or, as the case may be, provide full cash cover in respect of a contingent liability under an Ancillary Facilityparticipations repaid. (d) The Company may, in If: (i) any of the circumstances set out in paragraph (a) aboveabove apply to a Lender; or (ii) an Obligor becomes obliged to pay any amount in accordance with Clause 8.1 (Illegality) to any Lender, the Borrower may, on five Business Days’ ' prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 25 24 (Changes to the Finance PartiesLenders) 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 Company an Eligible Institution which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 24 (Changes to the Finance PartiesLenders) for a purchase price in cash or other cash payment payable at the time of the transfer in an amount equal to the outstanding principal amount of such Lender’s participation 's xxxxxcipation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.8 24.10 (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 Company Borrower shall have no right to replace the Agent; (ii) neither the Agent nor any Lender shall have any obligation to find a replacement Lender; 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 paragraph (e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks.

Right of replacement. or repayment and cancellation in relation to a single Lender (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 14.2 12.2 (Tax gross-up); or (ii) any Lender claims indemnification from the Company under Clause 14 12.3 (Tax gross-up and indemnitiesindemnity) or Clause 15 13.1 (Increased Costs), the Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment and Ancillary Commitment, if any, of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans 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 and Ancillary Commitment, if any, of that Lender shall immediately be reduced to zero. (c) On the last day of each Interest Period which ends after the Company has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Loan on utilisation of any Ancillary Facility is outstanding shall repay that Lender’s participation in that Loan or utilisation of Ancillary Facility granted by that Lender or, as the case may be, provide full cash cover in respect of a contingent liability under an Ancillary FacilityLoan. (d) The If: (i) any of the circumstances set out in paragraph (a) above apply to a Lender; or (ii) an Obligor becomes obliged to pay any amount in accordance with Clause 7.1 (Illegality) to any Lender, the Company may, in the circumstances set out in paragraph (a) above, on five Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 25 23 (Changes to the Finance PartiesLenders) 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 Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 23 (Changes to the Finance PartiesLenders) for a purchase price in cash or other cash payment payable at the time of the transfer in an amount equal to the outstanding principal amount of such Lender’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.8 23.10 (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 Company shall have no right to replace the Agent; (ii) neither the 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 paragraph (e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Agent and the Company when it is satisfied that it has complied with those checks. (i) If any Lender becomes a Defaulting Lender, the Company may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent three Business Days’ notice of cancellation of the Available Commitment of that Lender. (ii) On the notice referred to in paragraph (i) above becoming effective, the Available Commitment of the Defaulting Lender shall immediately be reduced to zero. (iii) The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (i) above, notify all the Lenders.

Right of replacement. or repayment and cancellation in relation to a single Lender (a) If: (i) any sum payable to any Lender by an Obligor the Borrower is required to be increased under paragraph (c) of Clause 14.2 13.2 (Tax gross-up); or (ii) any Lender claims indemnification from the Company Borrower under Clause 14 13.3 (Tax gross-up and indemnitiesindemnity) or Clause 15 14.1 (Increased Costscosts), the Company Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment and Ancillary Commitment, if any, Commitment(s) of that Lender and its intention to procure the repayment of that LenderXxxxxx’s participation in the Loans 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 and Ancillary Commitment, if any, Available Commitment(s) of that Lender shall be immediately be reduced to zero. (c) On the last day of each Interest Period which ends after the Company Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company Borrower in that notice), each the Borrower to which a Loan on utilisation of any Ancillary Facility is outstanding shall repay that LenderXxxxxx’s participation in that Loan or utilisation and that Xxxxxx’s corresponding Commitment(s) shall be immediately cancelled in the amount of Ancillary Facility granted by that Lender or, as the case may be, provide full cash cover in respect of a contingent liability under an Ancillary Facilityparticipations repaid. (d) The Company may, in If: (i) any of the circumstances set out in paragraph (a) aboveabove apply to a Lender; or (ii) the Borrower becomes obliged to pay any amount in accordance with Clause 8.1 (Illegality) to any Lender, the Borrower may, on five Business Days15 days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 25 22 (Changes to the Finance PartiesLenders) 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 Company an Eligible Institution which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 22 (Changes to the Finance PartiesLenders) 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 LenderXxxxxx’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.8 22.9 (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 Company Borrower shall have no right to replace the Agent; (ii) neither the Agent nor any Lender shall have any obligation to find a replacement Lender; 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 paragraph (e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks. (g) If any Lender becomes a Defaulting Lender, the Borrower may, at any time whilst the Lender continues to be a Defaulting lender, give the Agent ten (10) Business Days’ notice of cancellation of each Available Commitment of that Lender. (i) On the notice referred to in paragraph (i) above becoming effective, each Available Commitment of the Defaulting Lender shall immediately by reduced to zero. (ii) The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (g) above, notify all the Lenders.

Right of replacement. or repayment and cancellation in relation to a single Lender (aA) If: (i1) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 14.2 (Tax gross-up11.2(C); or (ii2) any Lender claims indemnification from the Company Borrower under Clause 14 11.3 (Tax gross-up and indemnities) or Clause 15 (Increased Costsindemnity), the Company Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment and Ancillary Commitment, if any, Commitment(s) of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans or give the Agent notice of its intention to replace that Lender in accordance with paragraph (d) belowClause 7.3(D). (bB) On receipt of a notice of cancellation referred to in paragraph (a) aboveClause 7.3(A), the Commitment and Ancillary Commitment, if any, of that Lender shall immediately be reduced to zero. (cC) On the last day of each Interest Period which ends after the Company Borrower has given notice of cancellation under paragraph (aClause 7.3(A) above (or, if earlier, the date specified by the Company Borrower in that notice), each the Borrower to which a Loan on utilisation of any Ancillary Facility is outstanding shall repay that an amount equal to the Outstanding Balance Owed of such Lender’s participation in that Loan or utilisation of Ancillary Facility granted by that Lender or, as the case may be, provide full cash cover in respect of a contingent liability under an Ancillary Facilityoutstanding Loans. (dD) The Company may, in If: (1) any of the circumstances set out in paragraph Clause 7.3(A) apply to a Lender; or (a2) abovean Obligor becomes obliged to pay any amount in accordance with Clause 7.1 (Illegality) to any Lender, the Borrower may, on five 5 Business Days’ prior notice to the Agent and that Lender (or in relation to the Original Lender, the Arranger), replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 25 21 (Changes to the Finance PartiesLenders) 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 Company an Eligible Institution which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 21 (Changes to the Finance PartiesLenders) for a purchase price in cash or other cash payment payable at the time of the transfer in an amount equal to the outstanding principal amount Outstanding Balance Owed of such Lender’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.8 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance DocumentsLoans. (eE) The replacement of a Lender pursuant to paragraph (dClause 7.3(D) above shall be subject to the following conditions: (i1) the Company Borrower shall have no right to replace the Agent; (ii2) neither the Agent nor any Lender (or the Arranger, on behalf of the Original Lender) shall have any obligation to find a replacement Lender; and; (iii3) in no event shall the Lender replaced under paragraph (dClause 7.3(D) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents; and (4) the Lender shall only be obliged to transfer its rights and obligations pursuant to Clause 7.3(D) 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 (or in the case of the Original Lender, the Arranger) shall perform the checks described in Clause 7.3(E)

Right of replacement. or repayment and cancellation in relation to a single Lender (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 14.2 12.2 (Tax gross-up); or; (ii) any Lender claims indemnification from the Company under Clause 14 12.3 (Tax gross-up and indemnitiesindemnity) or Clause 15 13.1 (Increased Costs), or (iii) any amount payable to any Lender by a German Guarantor under a Finance Document is not, or will not be (when the relevant corporate income tax is calculated), treated as a deductible charge or expense for German (corporate) income tax purposes for that German Guarantor by reason of that amount being paid or accrued to a Lender established in or acting through a Facility Office situated in a German Non-Cooperative Tax Jurisdiction or otherwise acting in connection to a German Non-Cooperative Tax Jurisdiction in relation to that Xxxxxx's participation in any Loan, the Company may, whilst the circumstance giving rise to the requirement for that increase increase, indemnification or indemnification non-deductibility, as applicable, continues, give the Agent notice of cancellation of the Commitment and Ancillary Commitment, if any, Commitment(s) of that Lender and its intention to procure the repayment of that Lender’s Xxxxxx's participation in the Loans 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 and Ancillary Commitment, if any, Available Commitment(s) of that Lender shall be immediately be reduced to zero. (c) On the last day of each Interest Period which ends after the Company has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company in that notice), each the Borrower to which a Loan on utilisation of any Ancillary Facility is outstanding shall repay that Lender’s Xxxxxx's participation in each Loan and that Loan or utilisation Xxxxxx's corresponding Commitment(s) shall be immediately cancelled in the amount of Ancillary Facility granted by that Lender or, as the case may be, provide full cash cover in respect of a contingent liability under an Ancillary Facilityparticipations repaid. (d) The Company may, in If: (i) any of the circumstances set out in paragraph (a) aboveabove apply to a Lender; or (ii) an Obligor becomes obliged to pay any amount in accordance with Clause 7.1 (Illegality) to any Lender, the Company may, on five 10 Business Days’ ' prior notice to the Agent and that LenderXxxxxx, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 25 23 (Changes to the Finance PartiesLenders) 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 Company an Eligible Institution which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 23 (Changes to the Finance PartiesLenders) for a purchase price in cash or other cash payment payable at the time of the transfer in an amount equal to the outstanding principal amount of such Lender’s Xxxxxx's participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.8 23.10 (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 Company shall have no right to replace the Agent; (ii) neither the 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

Right of replacement. or repayment and cancellation in relation to a single Lender (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 14.2 13.2 (Tax gross-up); or (ii) any Lender claims indemnification from the Company an Obligor under Clause 14 13.3 (Tax gross-up and indemnitiesindemnity) or Clause 15 14.1 (Increased Costscosts); or (iii) at any time on or after the date which is six months before the earliest FATCA Application Date for any payment by a Party to a Lender, that Lender is not, or has ceased to be, a FATCA Exempt Party, the Company relevant Obligor may, whilst the circumstance giving rise to the requirement for that increase or indemnification continuescontinues or that Lender continues not to be a FATCA Exempt Party, give the Agent notice of cancellation of the Commitment and Ancillary Commitment, if any, of that Lender and its intention to procure the repayment of that Lender’s 's participation in the Loans or give the Agent notice of its intention to replace that Lender in accordance with paragraph (d) belowLoans. (b) On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment and Ancillary Commitment, if any, of that Lender shall immediately be reduced to zero. (c) On the last day of each Interest Period which ends after the Company relevant Obligor has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company Obligor in that notice), each Borrower to which a Loan on utilisation of any Ancillary Facility is outstanding shall repay that Lender’s 's participation in that Loan or utilisation of Ancillary Facility granted by that Lender or, as the case may be, provide full cash cover in respect of a contingent liability under an Ancillary FacilityLoan. (d) The Company relevant Obligor may, in the circumstances set out in paragraph (a) above, on five 10 Business Days’ ' prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, and to the extent permitted by law, that Lender shall) transfer pursuant to Clause 25 24 (Changes to the Finance PartiesLenders) 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 Company relevant Obligor which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 24 (Changes to the Finance PartiesLenders) 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 Lender’s 's participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.8 24.9 (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 Company relevant Obligor shall have no right to replace the Agent; (ii) neither the Agent nor any Lender shall have any obligation to find a replacement Lender; and93954-4-1-v3.0 -30- 70-40529536 (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 paragraph (e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Agent and the Company when it is satisfied that it has complied with those checks. (i) If any Lender becomes a Defaulting Lender, the relevant Obligor may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent 5 Business Days' notice of cancellation of the Available Tranche A Commitment, the Available Tranche B Commitment and the Available Tranche C Commitment of that Lender. (ii) On the notice referred to in paragraph (g)(i) above becoming effective, the Available Tranche A Commitment, the Available Tranche B Commitment and/or the Available Tranche C Commitment, as applicable, of the Defaulting Lender shall immediately be reduced to zero. (iii) The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (f)(i) above, notify all the Lenders.

Right of replacement. or repayment and cancellation in relation to a single Lender, Ancillary Lender or Issuing Bank (a) If: (i) any sum payable to any Lender or Ancillary Lender or the Issuing Bank by an Obligor is required to be increased under paragraph (c) of Clause 14.2 16.2 (Tax gross-up); or (ii) any Lender or Ancillary Lender or the Issuing Bank claims indemnification from the Company Parent under Clause 14 16.3 (Tax gross-up and indemnitiesindemnity) or Clause 15 17 (Increased Costscosts), the Company Parent may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice notice: (i) (if such circumstances relate to a Lender) of cancellation of the Commitment and Ancillary Commitment, if any, of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans Utilisations; (ii) (if such circumstances relate to the Issuing Bank) of repayment of any outstanding Letter of Credit or give Bank Guarantee issued by it and cancellation of its appointment as an Issuing Bank under this Agreement in relation to any Letters of Credit or Bank Guarantees to be issued in the Agent notice future; (iii) (if such circumstances relate to an Ancillary Lender) of cancellation of that Ancillary Lender’s Ancillary Commitment and its intention to procure the repayment of the utilisations of any Ancillary Facility granted by that Ancillary Lender; or (iv) of its intention to replace that Lender or Ancillary Lender or Issuing Bank in accordance with paragraph (d) below. (b) On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment and of that Lender or, as the case may be, that Ancillary Lender’s Ancillary Commitment, if any, of that Lender shall immediately be reduced to zero. (c) On the last day of each Interest Period which ends after the Company Parent has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company Parent in that notice), each Borrower to which a Loan on Utilisation or utilisation of any an Ancillary Facility is outstanding shall repay that Lender’s participation in that Loan Utilisation or utilisation of an Ancillary Facility granted by that Ancillary Lender or, as together with accrued interest and all other amounts accrued under the case may be, provide full cash cover in respect of a contingent liability under an Ancillary FacilityFinance Documents. (d) The Company Parent may, in the circumstances set out in paragraph (a) above, on five Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 25 27 (Changes to the Finance PartiesLenders) 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 Company Parent (each of which shall not be a member of the Group) which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 27 (Changes to the Finance PartiesLenders) 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 Lender’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.8 27.11 (Pro rata interest settlement)), Break Costs and other amounts payable (to the extent that the Agent has not given a notification under Clause 27.11 (Pro rata interest settlement)) 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 Company Parent shall have no right to replace the Agent; (ii) neither the 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 paragraph (e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Agent and the Parent when it is satisfied that it has complied with those checks. (i) If any Lender becomes a Defaulting Lender, the Parent may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent five Business Days’ notice of cancellation of each Available Commitment of that Lender. (ii) On the notice referred to in paragraph (i) above becoming effective, each Available Commitment of the Defaulting Lender shall immediately be reduced to zero. (iii) The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (i) above, notify all the Lenders.

Right of replacement. or repayment and cancellation in relation to a single Lender (a) If: (i) any sum payable to any Lender by an Obligor the Borrower is required to be increased under paragraph (c) of Clause 14.2 (Tax gross-up); or (ii) any Lender claims indemnification from the Company Borrower under Clause 14 14.3 (Tax gross-up and indemnitiesindemnity) or Clause 15 15.1 (Increased Costscosts), the Company Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment and Ancillary Commitment, if any, Commitment(s) of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans 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 and Ancillary Commitment, if any, Available Commitment(s) of that Lender shall be immediately be reduced to zero. (c) On the last day of each Interest Period which ends after the Company Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company Borrower in that notice), each the Borrower to which a Loan on utilisation of any Ancillary Facility is outstanding shall repay that Lender’s participation in that Loan or utilisation and that Lender’s corresponding Commitment(s) shall be immediately cancelled in the amount of Ancillary Facility granted by that Lender or, as the case may be, provide full cash cover in respect of a contingent liability under an Ancillary Facilityparticipations repaid. (d) The Company may, in If: (i) any of the circumstances set out in paragraph (a) aboveabove apply to a Lender; or (ii) the Borrower becomes obliged to pay any amount in accordance with Clause 9.1 (Illegality) to any Lender, the Borrower may, on five Business Days15 days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 25 23 (Changes to the Finance PartiesLenders) 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 Company an Eligible Institution which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 23 (Changes to the Finance PartiesLenders) 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 Lender’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.8 23.9 (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 Company Borrower shall have no right to replace the Agent; (ii) neither the Agent nor any Lender shall have any obligation to find a replacement Lender; 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 paragraph (e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks. (g) If any Lender becomes a Defaulting Lender, the Borrower may, at any time whilst the Lender continues to be a Defaulting lender, give the Agent ten (10) Business Days’ notice of cancellation of each Available Commitment of that Lender. (i) On the notice referred to in paragraph (i) above becoming effective, each Available Commitment of the Defaulting Lender shall immediately by reduced to zero. (ii) The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (i) above, notify all the Lenders.

Right of replacement. or repayment cancellation and cancellation prepayment in relation to a single Lender/Right of cancellation in relation to a Defaulting Lender (a) 7.5.1 If: (ia) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 14.2 clause 12.2 (Tax gross-up); or (iib) any Lender claims indemnification from the Company Borrowers under Clause 14 clause 12.3 (Tax gross-up and indemnitiesindemnity) or Clause 15 clause 13.1 (Increased Costs); or (c) any Lender becomes a Non-Consenting Lender, the Company Borrowers may, whilst the circumstance giving rise to the requirement for that increase or indemnification continuesor the relevant Lender becoming a Non-Consenting Lender continues for a maximum period of 30 days, give the Agent notice of cancellation of the Commitment and Ancillary Commitment, if any, of that Lender and its their intention to procure the repayment of that Lender’s 's participation in the Loans Loan or give the Agent notice of its their intention to replace that Lender in accordance with paragraph (d) belowclause 7.5.4. (b) 7.5.2 On receipt of a notice of cancellation referred to in paragraph (a) clause 7.5.1 above, the Commitment and Ancillary Commitment, if any, of that Lender shall immediately be reduced to zerozero and (unless the Commitment of the relevant Lender is replaced in accordance with clause 7.5.4) the remaining Total Commitments shall each be reduced rateably. (c) 7.5.3 On the last day of each Interest Period which ends after the Company has Borrowers have given notice of cancellation under paragraph (a) clause 7.5.1 above in relation to a Lender (or, if earlier, the date specified by the Company Borrowers in that notice), each Borrower to which a Loan on utilisation of any Ancillary Facility is outstanding the Borrowers shall repay that Lender’s 's participation in that Loan or utilisation of Ancillary Facility granted by that Lender or, as the case may be, provide full cash cover in respect of a contingent liability under an Ancillary FacilityLoan. (d) 7.5.4 The Company Borrowers may, in the circumstances set out in paragraph (a) aboveclause 7.5.1, on five 10 Business Days’ ' prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to transfer (and, to the extent permitted by law, that Lender shallshall transfer) transfer pursuant to Clause 25 clause 32 (Changes to the Finance PartiesLenders) and subject always to clause 33.2 (Prohibition on Debt Purchase Transactions by the Group) 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 Company Borrowers which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 clause 32 (Changes to the Finance PartiesLenders) for a purchase price in cash or other cash payment payable at the time of the transfer equal to the aggregate of: (a) the outstanding principal amount of such Lender’s 's participation in the outstanding Loans and Loan; (b) all accrued interest (owing to such Lender to the extent that the Agent has not given a notification under Clause 25.8 clause 32.8 (Pro rata interest settlement)), ; (c) the Break Costs and which would have been payable to such Lender pursuant to clause 10.4 (Break Costs) had the Borrowers prepaid in full that Lender's participation in the Loan on the date of the transfer; and (d) all other amounts payable in relation thereto to that Lender under the Finance DocumentsDocuments on the date of the transfer. (e) 7.5.5 The replacement of a Lender pursuant to paragraph (d) above clause 7.5.4 shall be subject to the following conditions: (ia) the Company Borrowers shall have no right to replace the Agent; (iib) neither the Agent nor any Lender shall have any obligation to find a replacement Lender; and; (iiic) in no event shall the Lender replaced under paragraph (d) above clause 7.5.4 be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents; and (d) the Lender shall only be obliged to transfer its rights pursuant to clause 7.5.4 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. 7.5.6 A Lender shall perform the checks described in clause 7.5.5

Right of replacement. or repayment and cancellation in relation to a single Lender (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 14.2 13.2 (Tax gross-up); or (ii) any Lender claims indemnification from the Company Borrower under Clause 14 13.3 (Tax gross-up and indemnitiesindemnity) or Clause 15 14.1 (Increased Costscosts), the Company Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment and Ancillary Commitment, if any, of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans 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 and Ancillary Commitment, if any, of that Lender shall immediately be reduced to zero. (c) On the last day of each the Interest Period which ends after the Company Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company Borrower in that notice), each the Borrower to which a Loan on utilisation of any Ancillary Facility is outstanding shall repay that Lender’s participation in that Loan or utilisation of Ancillary Facility granted by that Lender or, as the case may be, provide full cash cover in respect of a contingent liability under an Ancillary Facilityrelevant Loan. (d) The Company Borrower may, in the circumstances set out in paragraph (a) above, on five fifteen Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 25 24 (Changes to the Finance PartiesLenders) 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 Company Borrower which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 24 (Changes to the Finance PartiesLenders) 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 Lender’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.8 (Pro rata interest settlement))interest, any 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 Company Borrower shall have no right to replace the Agent; (ii) neither the Agent nor any Lender shall have any obligation to find a replacement Lender; 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.

Right of replacement. or repayment and cancellation in relation to a single Lender (a) If: (i) any sum payable to any Lender by an Obligor a Borrower is required to be increased under paragraph (c) of Clause 14.2 12.2 (Tax gross-up); or (ii) any Lender claims indemnification from the Company a Borrower under Clause 14 12.3 (Tax gross-up and indemnitiesindemnity) or Clause 15 13.1 (Increased Costs), the Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment and Ancillary Commitment, if any, Commitment(s) of that Lender and its intention to procure the repayment of that Lender’s 's participation in the Loans 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 and Ancillary Commitment, if any, Available Commitment(s) of that Lender shall be immediately be reduced to zero. (c) On the last day of each Interest Period which ends after the Company has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Loan on utilisation of any Ancillary Facility is outstanding shall repay that Lender’s 's participation in that Loan or utilisation and that Lender's corresponding Commitment shall be immediately cancelled in the amount of Ancillary Facility granted by that Lender or, as the case may be, provide full cash cover in respect of a contingent liability under an Ancillary Facilityparticipations repaid. (d) The Company may, in If: (i) any of the circumstances set out in paragraph (a) aboveabove apply to a Lender; or (ii) a Borrower becomes obliged to pay any amount in accordance with Clause 7.1 (Illegality) to any Lender, the Company may, on five Business Days’ ' prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 25 22 (Changes to the Finance PartiesLenders) 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 Company an Eligible Institution which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 22 (Changes to the Finance PartiesLenders) for a purchase price in cash or other cash payment payable at the time of the transfer in an amount equal to the outstanding principal amount of such Lender’s 's participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.8 22.10 (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 Company shall have no right to replace the Agent; (ii) neither the 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. A Lender shall perform the checks described in paragraph (c)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Agent and the Company when it is satisfied that it has complied with those checks.

Right of replacement. or repayment and cancellation in relation to a single Lender (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 14.2 (Tax gross-up); or; (ii) any Lender claims indemnification from the Company or an Obligor under Clause 14 14.3 (Tax gross-up and indemnitiesindemnity) or Clause 15 15.1 (Increased Costscosts); or (iii) any amount payable to any Lender by an Obligor under a Finance Document is not, or will not be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Obligor by reason of that amount being (i) paid or accrued to a Lender incorporated, domiciled, established or acting through a Facility Office situated in a Non-Cooperative Jurisdiction, or (ii) paid to an account opened in the name of or for the benefit of that Lender in a financial institution situated in a Non-Cooperative Jurisdiction, the Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification or non-deductibility for French tax purposes continues, give the Agent notice of cancellation of the Commitment and Ancillary Commitment, if any, Commitment(s) of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans or give the Agent notice of its intention to replace that Lender in accordance with paragraph (d) belowUtilisations. (b) On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment and Ancillary Commitment, if any, Commitment(s) of that Lender shall immediately be reduced to zero. (c) On the last day of each Interest Period which ends after the Company has given notice of cancellation under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Loan on utilisation of any Ancillary Facility Utilisation is outstanding shall repay that Lender’s participation in that Loan or utilisation of Ancillary Facility granted by that Lender or, as the case may be, provide full cash cover in respect of a contingent liability Utilisations together with all interest and other amounts accrued under an Ancillary Facilitythe Finance Documents. (d) The Company may, in the circumstances set out in paragraph (a) above, on five (5) Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 25 26 (Changes to the Finance PartiesLenders) 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 Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 26 (Changes to the Finance PartiesLenders) 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 Lender’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.8 (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 Company shall have no right to replace the Agent; (ii) neither the 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 paragraph e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph d) above and shall notify the Agent and the Company when it is satisfied that it has complied with those checks.

Right of replacement. or repayment and cancellation in relation to a single Lender (a) If: (i) any sum payable to any Lender by an Obligor the Borrower is required to be increased under paragraph (c) of Clause 14.2 (Tax gross-up); or (ii) any Lender claims indemnification from the Company Borrower under Clause 14 14.3 (Tax gross-up and indemnitiesindemnity) or Clause 15 15.1 (Increased Costscosts), the Company Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment and Ancillary Commitment, if any, Commitment(s) of that Lender and its intention to procure the repayment of that LenderXxxxxx’s participation in the Loans 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 and Ancillary Commitment, if any, Available Commitment(s) of that Lender shall be immediately be reduced to zero. (c) On the last day of each Interest Period which ends after the Company Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company Borrower in that notice), each the Borrower to which a Loan on utilisation of any Ancillary Facility is outstanding shall repay that LenderXxxxxx’s participation in that Loan or utilisation and that Xxxxxx’s corresponding Commitment(s) shall be immediately cancelled in the amount of Ancillary Facility granted by that Lender or, as the case may be, provide full cash cover in respect of a contingent liability under an Ancillary Facilityparticipations repaid. (d) The Company may, in If: (i) any of the circumstances set out in paragraph (a) aboveabove apply to a Lender; or (ii) the Borrower becomes obliged to pay any amount in accordance with Clause 9.1 (Illegality) to any Lender, the Borrower may, on five Business Days15 days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 25 23 (Changes to the Finance PartiesLenders) 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 Company an Eligible Institution which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 23 (Changes to the Finance PartiesLenders) 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 LenderXxxxxx’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.8 23.9 (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 Company Borrower shall have no right to replace the Agent; (ii) neither the Agent nor any Lender shall have any obligation to find a replacement Lender; 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 paragraph (e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks. (g) If any Lender becomes a Defaulting Lender, the Borrower may, at any time whilst the Lender continues to be a Defaulting lender, give the Agent ten (10) Business Days’ notice of cancellation of each Available Commitment of that Lender. (i) On the notice referred to in paragraph (i) above becoming effective, each Available Commitment of the Defaulting Lender shall immediately by reduced to zero. (ii) The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (i) above, notify all the Lenders.

Right of replacement. or repayment and cancellation in relation to a single Lender (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 14.2 12.2 (Tax gross-gross up); or (ii) any Lender claims indemnification from the Company under Clause 14 12.3 (Tax gross-up and indemnitiesIndemnity) or Clause 15 13.1 (Increased Costscosts), the Company may, whilst while the circumstance giving rise to the requirement for that increase or indemnification continues, give notice to the Facility Agent notice of requesting prepayment and cancellation of the Commitment and Ancillary Commitment, if any, in respect of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans or give the Facility 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 After notification under paragraph (a) above, : (i) each Borrower must repay or prepay that Lender’s share in each Loan drawn by that Borrower on the Commitment and Ancillary Commitment, if any, date specified in paragraph (c) below; and (ii) the Commitments of that Lender shall will be immediately be cancelled and reduced to zero. (c) On The date for repayment or prepayment of a Lender’s share in a Loan will be the last day of each Interest Period which ends after the Company has given notice of cancellation under paragraph (a) above (current Term for that Loan or, if earlier, the date specified by the Company in that notice), each Borrower to which a Loan on utilisation of any Ancillary Facility is outstanding shall repay that Lender’s participation in that Loan or utilisation of Ancillary Facility granted by that Lender or, as the case may be, provide full cash cover in respect of a contingent liability under an Ancillary Facilityits notification. (d) The Company may, in the circumstances set out in paragraph (a) above, on five Business Days’ prior notice to the Facility Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 25 28 (Changes to the Finance Parties) 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 Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 28 (Changes to the Finance Parties) 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 Lender’s participation in the outstanding Loans and all accrued interest (to the extent that the Facility Agent has not given a notification under Clause 25.8 28.13 (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 Company shall have no right to replace the Facility 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.

Right of replacement. or repayment and cancellation in relation to a single Lender (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (cclause 12.2(c) of Clause 14.2 (Tax gross-up); or (ii) any Lender claims indemnification from the Company under Clause 14 clause 12.3 (Tax gross-up and indemnitiesindemnity) or Clause 15 clause 13.1 (Increased Costs), the Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment and Ancillary Commitment, if any, of that Lender and its intention to procure the repayment of that Lender’s Xxxxxx's participation in the Loans or give the Agent notice of its intention to replace that Lender in accordance with paragraph (d) belowclause 7.6(d). (b) On receipt of a notice of cancellation referred to in paragraph (a) aboveclause 7.6(a), the Commitment and Ancillary Commitment, if any, Available Commitment(s) of that Lender shall be immediately be reduced to zero. (c) On the last day of each Interest Period which ends after the Company has given notice of cancellation under paragraph (aclause 7.6(a) above (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Loan on utilisation of any Ancillary Facility is outstanding the Company shall repay that Lender’s Xxxxxx's participation in that Loan or utilisation and that Xxxxxx's corresponding Commitment(s) shall be immediately cancelled in the amount of Ancillary Facility granted by that Lender or, as the case may be, provide full cash cover in respect of a contingent liability under an Ancillary Facilityparticipations repaid. (d) The Company may, in If: (i) any of the circumstances set out in paragraph clause 7.6(a) apply to a Lender; or (aii) abovean Obligor becomes obliged to pay any amount in accordance with clause 7.1 to any Lender, the Company may, on five not less than 3 Business Days’ ' prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 25 clause 21 (Changes to the Finance PartiesLenders) 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 Company an Eligible Institution which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 clause 21 (Changes to the Finance PartiesLenders) for a purchase price in cash or other cash payment payable at the time of the transfer in an amount equal to the outstanding principal amount of such Lender’s Xxxxxx's participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.8 (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 (dclause 7.6(d) above shall be subject to the following conditions: (i) the Company shall have no right to replace the Agent or the Security Agent; (ii) neither the Agent nor any Lender shall have any obligation to find a replacement Lender; and; (iii) in no event shall the Lender replaced under paragraph (dclause 7.6(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 clause 7.6(d) 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 clause 7.6(e)(iv) as soon as reasonably practicable following delivery of a notice referred to in clause 7.6(d) and shall notify the Agent and the Company when it is satisfied that it has complied with those checks.

Right of replacement. or repayment and cancellation in relation to a single Lender (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 14.2 13.2 (Tax gross-up); or (ii) any Lender claims indemnification from the Company Borrower under Clause 14 13.3 (Tax gross-up and indemnitiesindemnity) or Clause 15 14.1 (Increased Costs), the Company Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment and Ancillary Commitment, if any, of that Lender and its intention to procure the repayment of that Lender’s Xxxxxx's participation in the Loans 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 Available Commitment and Ancillary Commitment, if any, of that Lender shall be immediately be reduced to zero. (c) On the last day of each Interest Period which ends after the Company Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company Borrower in that notice), each the Borrower to which a Loan on utilisation of any Ancillary Facility is outstanding shall repay that Lender’s Xxxxxx's participation in that Loan or utilisation and that Xxxxxx's corresponding Commitment shall be immediately cancelled in the amount of Ancillary Facility granted by that Lender or, as the case may be, provide full cash cover in respect of a contingent liability under an Ancillary Facilityparticipations repaid. (d) The Company may, in If: (i) any of the circumstances set out in paragraph (a) aboveabove apply to a Lender; or (ii) an Obligor becomes obliged to pay any amount in accordance with Clause 8.1 (Illegality) to any Lender, the Borrower may, on five Business Days’ ' prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 25 24 (Changes to the Finance PartiesLenders) 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 Company an Eligible Institution which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 24 (Changes to the Finance PartiesLenders) for a purchase price in cash or other cash payment payable at the time of the transfer in an amount equal to the outstanding principal amount of such Lender’s Xxxxxx's participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.8 24.10 (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 Company Borrower shall have no right to replace the Agent; (ii) neither the Agent nor any Lender shall have any obligation to find a replacement Lender; 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 paragraph (e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks.

Right of replacement. or repayment and cancellation in relation to a single Lender (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 14.2 13.2 (Tax gross-up); or (ii) any Lender claims indemnification from the Company under Clause 14 13.3 (Tax gross-up and indemnitiesindemnity) or Clause 15 14.1 (Increased Costscosts), the Company may, but in the case of sub-paragraphs (a)(i) and (a)(ii) above, only whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment and Ancillary Commitment, if any, of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans 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 and Ancillary Commitment, if any, of that Lender shall immediately be reduced to zero. (c) On the last day of each Interest Period which ends after the Company has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Loan on utilisation of any Ancillary Facility is outstanding shall repay that Lender’s participation in that Loan or utilisation of Ancillary Facility granted by that Lender or, as the case may be, provide full cash cover in respect of a contingent liability under an Ancillary FacilityLoan. (d) The Company may, in the circumstances set out in paragraph (a) above, on five 5 Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, and to the extent permitted by law, that Lender shall) transfer pursuant to Clause 25 24 (Changes to the Finance PartiesLenders) 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 Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 24 (Changes to the Finance PartiesLenders) 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 Lender’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.8 24.9 (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 Company shall have no right to replace the Agent; (ii) neither the 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 (e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Agent and the Company when it is satisfied that it has complied with those checks. (i) If any Lender becomes a Defaulting Lender, the Company may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent 5 Business Days’ notice of cancellation of each Available Commitment of that Lender. (ii) On the notice referred to in sub-paragraph (g)(i) above becoming effective, each Available Commitment of the Defaulting Lender shall immediately be reduced to zero. (iii) The Agent shall, as soon as practicable after receipt of a notice referred to in sub-paragraph (g)(i) above, notify all the Lenders.

Right of replacement. or repayment and cancellation in relation to a single Lender (a) If: (i) any sum payable to any Lender by an Obligor the Borrower is required to be increased under paragraph (c) of Clause 14.2 12.2 (Tax gross-up); or (ii) any Lender claims indemnification from the Company Borrower under Clause 14 12.3 (Tax gross-up and indemnitiesindemnity) or Clause 15 13.1 (Increased Costscosts), the Company Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Facility Agent notice of cancellation of the Commitment and Ancillary Commitment, if any, of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans or give the Facility 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 and Ancillary Commitment, if any, of that Lender shall immediately be reduced to zero. (c) On the last day of each Interest Period which ends after the Company Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company Borrower in that notice), each the Borrower to which a Loan on utilisation of any Ancillary Facility is outstanding shall repay that Lender’s participation in that Loan or utilisation of Ancillary Facility granted by that Lender or, as the case may be, provide full cash cover in respect of a contingent liability under an Ancillary FacilityLoan. (d) The Company Borrower may, in the circumstances set out in paragraph (a) above, on not less than five Business Days’ prior notice to the Facility Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 25 22 (Changes to the Finance PartiesLenders) 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 Company Borrower which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 22 (Changes to the Finance PartiesLenders) 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 Lender’s participation in the outstanding Loans and all accrued interest (to the extent that the Facility Agent has not given a notification under Clause 25.8 22.9 (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 Company Borrower shall have no right to replace the Facility 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 paragraph (e)(iv) 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 Borrower when it is satisfied that it has complied with those checks.

Right of replacement. or repayment and cancellation in relation to a single Lender (a) If: (i) any sum payable to any Lender by an Obligor ABB or a Borrower is required to be increased under paragraph (c) of Clause 14.2 13.2 (Tax gross-up); or; (ii) any Lender claims indemnification from the Company ABB or a Borrower under Clause 14 13.3 (Tax gross-up and indemnitiesindemnity) or Clause 15 14.1 (Increased Costscosts); or (iii) any Lender refuses (or is deemed to have refused) its consent to an Extension Request, then ABB may: (A) in the Company maycase of paragraphs (i) and (ii) above, whilst the circumstance giving rise to the requirement for that increase or indemnification continues; and (B) in the case of paragraph (iii) above, at any time after the refusal (or deemed refusal) of the relevant Extension Request (but in the case of a refusal (or deemed refusal) of a First Extension Request not from the date, if any, that such Lender agrees to a Second Extension Request), give the Facility Agent notice of cancellation of the Commitment and Ancillary Commitment, if any, and/or any Swingline Commitment of that Lender and/or of its Revolving Facility Affiliate or its Swingline Affiliate and its intention to procure the repayment of that Lender’s the participation in the Loans Advances of that Lender and/or of its Revolving Facility Affiliate or its Swingline Affiliate or give the Facility Agent notice of its intention to replace that Lender and/or its Revolving Facility Affiliate or its Swingline Affiliate in accordance with paragraph (d) below. (b) On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment and Ancillary Commitment, if any, and/or the relevant Swingline Commitment of that the relevant Lender and/or its Revolving Facility Affiliate or its Swingline Affiliate shall immediately be reduced to zero. (c) On the last day of each Interest Period in respect of an Advance which ends after the Company ABB has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company ABB in that notice), each Borrower to which a Loan on utilisation of any Ancillary Facility whom an Advance is outstanding shall repay that Lender’s participation in that Loan or utilisation of Ancillary Facility granted by that Lender or, as the case may be, provide full cash cover in respect of a contingent liability under an Ancillary FacilityAdvance. (d) The Company ABB may, in the circumstances set out in paragraph (a) above, on five 5 Business Days’ prior notice to the Facility Agent and that Lender, Lender replace that Lender (and any Revolving Facility Affiliate or Swingline Affiliate of that Lender) by requiring that such Lender and/or its Revolving Facility Affiliate or Swingline Affiliate to (and, to the extent permitted by law, that Lender or Revolving Facility Affiliate or Swingline Affiliate shall) transfer pursuant to Clause 25 23 (Changes to the Finance PartiesLenders) all (and and, save as provided for in this paragraph, not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity bank selected by the Company ABB which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 23 (Changes to the Finance PartiesLenders) 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 Lender’s or Revolving Facility Affiliate’s or Swingline Affiliate’s participation in the outstanding Loans Advances and all accrued interest (to the extent that the Facility Agent has not given a notification under Clause 25.8 23.9 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents. Where a Lender to be replaced pursuant to this paragraph is a Swingline Lender that is the Swingline Affiliate of another Lender, the rights and obligations required to be transferred pursuant to this Clause by that other Lender in its capacity as the Revolving Facility Affiliate of that Swingline Lender may, at the option of ABB, be limited to those necessary for the Commitments of the replacement Lender (or its Affiliate) to be at least equal to each of the Swingline Commitments to be transferred to such replacement Lender pursuant to this Clause. (e) The replacement of a any Lender pursuant to paragraph (d) above shall be subject to the following conditions: (i) the Company ABB shall have no right to replace the an Agent; (ii) neither the no Agent nor any Lender shall have any obligation to find a replacement Lender; and (iii) in no event shall the any 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. (i) If any Lender becomes a Defaulting Lender, ABB may, at any time whilst that Lender continues to be a Defaulting Lender, give the Facility Agent 5 Business Days’ notice of cancellation of the Available Commitment, Available Dollar Swingline Commitment or Available Euro Swingline Commitment of that Lender and/or its Revolving Facility Affiliate or Swingline Affiliate. (ii) On the notice referred to in paragraph (i) above becoming effective, the Available Commitment, Available Dollar Swingline Commitment or Available Euro Swingline Commitment (as applicable) of the relevant Lender and/or its Revolving Facility Affiliate or Swingline Affiliate shall immediately be reduced to zero. (iii) The Facility Agent shall as soon as practicable after receipt of a notice referred to in paragraph (i) above, notify all the Lenders.

Right of replacement. or repayment and cancellation in relation to a single Lender (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 14.2 12.2 (Tax gross-up); or; (ii) any Lender claims indemnification from the Company Borrower under Clause 14 12.3 (Tax gross-up and indemnitiesindemnity) or Clause 15 13.1 (Increased Costscosts); or (iii) at any time on or after the date which is six (6) months before the earliest FATCA Application Date for any payment by a Party to a Lender (or to the Agent for the account of that Lender), that Lender is not, or has ceased to be, a FATCA Exempt Party and, as a consequence, a Party will be required to make a FATCA Deduction from a payment to that Lender (or to the Company Agent for the account of that Lender) on or after that FATCA Application Date, the Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification or FATCA Deduction continues, give the Agent notice of cancellation of the Commitment and Ancillary Commitment, if any, of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans Loan 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 Total Commitment and Ancillary Commitment, if any, of that Lender shall immediately be reduced to zero. (c) On the last day of each Interest Period which ends after the Company has Borrower have given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company Borrower in that notice), each the Borrower to which a Loan on utilisation of any Ancillary Facility is outstanding shall repay that Lender’s participation in that Loan or utilisation of Ancillary Facility granted by that Lender or, as the case may be, provide full cash cover in respect of a contingent liability under an Ancillary FacilityLoan. (d) The Company may, in the circumstances set out in paragraph (a) above, on five Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 25 (Changes to the Finance Parties) 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 Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 (Changes to the Finance Parties) 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 Lender’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.8 (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 (da) above shall be subject to the following conditions: (i) the Company Borrower shall have no right to replace the Agent; (ii) neither the Agent nor any Lender shall have any obligation to find a replacement Lender; 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.

Right of replacement. or repayment and cancellation in relation to a single Lender (a) If: (i) any sum payable to any Lender by an Obligor the Borrower is required to be increased under paragraph (c) of Clause 14.2 10.1 (Tax gross-up); or; (ii) any Lender claims indemnification from the Company Borrower under Clause 14 10.2 (Tax gross-up and indemnitiesindemnity) or Clause 15 11.1 (Increased Costscosts); or (iii) at any time on or after the date which is two months before the earliest FATCA Application Date for any payment by a Party to a Lender (or to the Facility Agent for the account of that Lender), that Lender is not, or has ceased to be, a FATCA Exempt Party and, as a consequence, a Party will be required to make a FATCA Deduction from a payment to that Lender (or to the Company Facility Agent for the account of that Lender) on or after that FATCA Application Date; the Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification or FATCA Deduction continues, give the Facility Agent notice of cancellation of the Commitment and Ancillary Commitment, if any, Commitment(s) of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans Loan or give the Facility 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 and Ancillary Commitment, if any, of that Lender shall immediately be reduced to zero. (c) On the last day of the interest period for each Interest Period Term which ends after the Company Borrower has given notice of cancellation under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Company Borrower in that notice), each the Borrower to which a Loan on utilisation of any Ancillary Facility is outstanding shall repay that Lender’s participation in that the Loan or utilisation of Ancillary Facility granted by that Lender or, as together with all interest and other amounts accrued under the case may be, provide full cash cover in respect of a contingent liability under an Ancillary FacilityFinance Documents. (d) The Company Borrower may, in the circumstances set out in paragraph (a) above, on five 10 Business Days’ prior notice to the Facility Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 25 (Changes to the Finance Parties) 28.2 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 Company Borrower which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 (Changes to the Finance Parties) 28.2 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 Lender’s participation in the outstanding Loans Loan and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.8 (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 Company Borrower shall have no right to replace the Facility 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 paragraph (e)(iv) 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 Borrower when it is satisfied that it has complied with those checks.

Right of replacement. or repayment and cancellation in relation to a single Lender (a) If: (i) any sum payable to any Lender by an Obligor a Borrower is required to be increased under paragraph (c) of Clause 14.2 (Tax gross-up10.2(c); or; (ii) any Lender claims indemnification from the Company a Borrower under Clause 14 (Tax gross-up and indemnities) 10.3 or Clause 15 11.1; or (Increased Costs), the Company mayiii) it becomes illegal for any Lender to perform any of its obligations under this Agreement or to fund or maintain its participation in any Term Loan, whilst the circumstance circumstances giving rise to the requirement for that increase increase, indemnification or indemnification continuesillegality continue, the Guarantor may give the Agent notice of cancellation of the Commitment and Ancillary Commitment, if any, of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans or give the Relevant Facility Agent notice of its intention to replace that Lender in accordance with paragraph (d) belowClause 5.15(c). (b) On receipt Where: (i) either: (A) a Borrower wishes to enter into an Acceptable Charter for its Vessel, the proposed charter satisfies each part of a notice of cancellation referred to in paragraph (a) above, of the Commitment and Ancillary Commitment, if any, definition of that Lender shall immediately be reduced to zero. Acceptable Time Charter or Acceptable Bareboat Charter (c) On the last day of each Interest Period which ends after the Company has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Loan on utilisation of any Ancillary Facility is outstanding shall repay that Lender’s participation in that Loan or utilisation of Ancillary Facility granted by that Lender or, as the case may be, provide full cash cover in respect of a contingent liability under an Ancillary Facility.); or (dB) The Company mayan Alternative Arrangement Borrower wishes to enter into an Alternative Charter for its Vessel, the proposed charter satisfies each of paragraphs (a) to (e) of the definition of Alternative Charter, and in either case the circumstances Majority Lenders have confirmed to the Intercreditor Agent that they have approved such charter as an Acceptable Charter or an Alternative Charter (as the case may be); or (ii) a Borrower wishes to enter into an Acceptable Charter or an Alternative Charter for its Vessel with a Person who (or whose obligations under the relevant Acceptable Charter or Alternative Charter are guaranteed by an entity who): (A) satisfies the credit rating requirement set out in paragraph (a) aboveof the definition of Acceptable Charterer and the Majority Lenders have confirmed to the Intercreditor Agent that they have approved such Person; or (B) does not satisfy the credit rating requirement set out in paragraph (a) of the definition of Acceptable Charterer and the Super Majority Lenders have confirmed to the Intercreditor Agent that they have approved such Person, on five if any one or more Lenders has not approved such charter as an Acceptable Charter or Alternative Charter (as the case may be) or such Person as an Acceptable Charterer (as applicable) in accordance with this Agreement, the Guarantor may give the Relevant Facility Agent 15 Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 25 (Changes to the Finance Parties) 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 Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 (Changes to the Finance Parties) 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 Lender’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.8 (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 conditionsintention to: (i) the Company shall have no right to replace the Agent; (ii) neither the 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.

Right of replacement. or repayment and cancellation in relation to a single Lender (a) If: (i) any sum payable to any Lender by an Obligor the Borrower is required to be increased under paragraph (c) of Clause 14.2 12.2 (Tax gross-up); or (ii) any Lender claims indemnification from the Company Borrower under Clause 14 12.3 (Tax gross-up and indemnitiesindemnity) or Clause 15 13.1 (Increased Costscosts), the Company Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment and Ancillary Commitment, if any, of that Lender and its intention to procure the repayment of that Lender’s 's participation in the Loans 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 and Ancillary Commitment, if any, of that Lender shall immediately be reduced to zero. (c) On the last day of each Interest Period which ends after the Company Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company Borrower in that notice), each Borrower to which a Loan on utilisation of any Ancillary Facility is outstanding shall repay that Lender’s 's participation in that Loan or utilisation of Ancillary Facility granted by that Lender or, as the case may be, provide full cash cover in respect of a contingent liability under an Ancillary FacilityLoan. (d) The Company Borrower may, in the circumstances set out in paragraph (a) above, on five 15 (fifteen) Business Days’ ' prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 25 24 (Changes to the Finance Parties) 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 Company Borrower which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 24 (Changes to the Finance Parties) 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 Lender’s 's participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.8 (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 Company Borrower shall have no right to replace the Agent; (ii) neither the Agent nor any Lender shall have any obligation to find a replacement Lender; 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 paragraph e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph d) above and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks.

Right of replacement. or repayment and cancellation in relation to a single Lender (a) If: (i) any sum payable to any Lender by an Obligor the Borrower is required to be increased under paragraph (c) of Clause 14.2 12.2 (Tax gross-up); or; (ii) any Lender claims indemnification from the Company Borrower under Clause 14 12.3 (Tax gross-up and indemnitiesindemnity) or Clause 15 13.1 (Increased Costscosts); or (iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost formulae), the Company Borrower may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase 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 and Ancillary Commitment, if any, of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans 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 and Ancillary Commitment, if any, of that Lender shall immediately be reduced to zero. (c) On the last day of each Interest Period which ends after the Company Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company Borrower in that notice), each the Borrower to which a Loan on utilisation of any Ancillary Facility is outstanding shall repay that Lender’s participation in that Loan or utilisation of Ancillary Facility granted by that Lender or, as the case may be, provide full cash cover in respect of a contingent liability under an Ancillary FacilityLoan. (d) The Company Borrower may, in the circumstances set out in paragraph (a) above, on five 5 Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent such assignment and transfer by assumption of contract (Vertragsübernahme) is permitted by lawapplicable laws and regulations, that Lender shall) assign and transfer by assumption of contract (Vertragsübernahme) pursuant to Clause 25 21 (Changes to the Finance PartiesLenders) 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 Company Borrower which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 21 (Changes to the Finance PartiesLenders) 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 Lender’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.8 21.8 (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 Company Borrower shall have no right to replace the Agent; (ii) neither the Agent nor any Lender shall have any obligation to find a replacement LenderLender (without prejudice to Clause 15.1 (Mitigation)); 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. (f) Without prejudice to Clause 32.4 (Replacement of a Defaulting Lender): (i) If any Lender becomes a Defaulting Lender, the Borrower may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent 4 Business Days’ notice of cancellation of the Available Commitment of that Lender. (ii) On the notice referred to in paragraph (i) above becoming effective, the Available Commitment of the Defaulting Lender shall immediately be reduced to zero. (iii) The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (i) above, notify all the Lenders.

Right of replacement. or repayment and cancellation in relation to a single Lender (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 14.2 13.2 (Tax gross-up); or (ii) any Lender claims indemnification from the Company Borrower under Clause 14 13.3 (Tax gross-up and indemnitiesindemnity) or Clause 15 14.1 (Increased Costs), the Company Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment and Ancillary Commitment, if any, of that Lender and its intention to procure the repayment of that Lender’s participation 's xxxxxcipation in the Loans 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 Available Commitment and Ancillary Commitment, if any, of that Lender shall be immediately be reduced to zero. (c) On the last day of each Interest Period which ends after the Company Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company Borrower in that notice), each the Borrower to which a Loan on utilisation of any Ancillary Facility is outstanding shall repay that Lender’s participation 's xxxxxcipation in LRXM/076001.00588/92345437.6Page 40 that Loan or utilisation and that Lender's xxxxxsponding Commitment shall be immediately cancelled in the amount of Ancillary Facility granted by that Lender or, as the case may be, provide full cash cover in respect of a contingent liability under an Ancillary Facilityparticipations repaid. (d) The Company may, in If: (i) any of the circumstances set out in paragraph (a) aboveabove apply to a Lender; or (ii) an Obligor becomes obliged to pay any amount in accordance with Clause 8.1 (Illegality) to any Lender, the Borrower may, on five Business Days’ ' prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 25 24 (Changes to the Finance PartiesLenders) 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 Company an Eligible Institution which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 24 (Changes to the Finance PartiesLenders) for a purchase price in cash or other cash payment payable at the time of the transfer in an amount equal to the outstanding principal amount of such Lender’s participation 's xxxxxcipation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.8 24.10 (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 Company Borrower shall have no right to replace the Agent; (ii) neither the Agent nor any Lender shall have any obligation to find a replacement Lender; 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 paragraph (e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks.

Right of replacement. or repayment and cancellation in relation to a single Lender (a) If: (i) any sum payable to any Lender by an Obligor the Borrower is required to be increased under paragraph (c) of Clause 14.2 13.2 (Tax gross-up); or; (ii) any Lender claims indemnification from the Company Borrower under Clause 14 13.3 (Tax gross-up and indemnitiesindemnity) or Clause 15 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 Borrower may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase 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 and Ancillary Commitment, if any, of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans 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 and Ancillary Commitment, if any, of that Lender shall immediately be reduced to zero. (c) On the last day of each Interest Period which ends after the Company Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company Borrower in that notice), each the Borrower to which a Loan on utilisation of any Ancillary Facility is outstanding shall repay that Lender’s participation in that Loan or utilisation of Ancillary Facility granted by that Lender or, as the case may be, provide full cash cover in respect of a contingent liability under an Ancillary FacilityLoan. (d) The Company Borrower may, in the circumstances set out in paragraph (a) above, on five 5 Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent such assignment and transfer by assumption of contract (Vertragsübernahme) is permitted by lawapplicable laws and regulations, that Lender shall) assign and transfer by assumption of contract (Vertragsübernahme) pursuant to Clause 25 22 (Changes to the Finance PartiesLenders) 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 Company Borrower which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 22 (Changes to the Finance PartiesLenders) 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 Lender’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.8 22.8 (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 Company Borrower shall have no right to replace the Agent; (ii) neither the Agent nor any Lender shall have any obligation to find a replacement LenderLender (without prejudice to Clause 16.1 (Mitigation)); 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. (f) Without prejudice to Clause 33.4 (Replacement of a Defaulting Lender): (i) If any Lender becomes a Defaulting Lender, the Borrower may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent 4 Business Days’ notice of cancellation of the Available Commitment of that Lender. (ii) On the notice referred to in paragraph (i) above becoming effective, the Available Commitment of the Defaulting Lender shall immediately be reduced to zero. (iii) The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (i) above, notify all the Lenders.

Right of replacement. or repayment and cancellation in relation to a single Lender (a) If: (i) it is or will become unlawful for a Lender to perform any of its obligations as set out under Clause 16.1 (Illegality); (ii) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 14.2 21.2 (Tax gross-up); or; (iiiii) any Lender claims indemnification from the Company under Clause 14 21.3 (Tax gross-up and indemnitiesindemnity) or Clause 15 22.1 (Increased Costscosts); or (iv) any Lender is a Defaulting Lender, the Company may, whilst (in the case of paragraphs (ii), (iii) and (iv) above) the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment and Ancillary Commitment, if any, of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans Utilisations, in each case, 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 and Ancillary Commitment, if any, of that Lender shall immediately be reduced to zero. (c) On the last day of each Interest Period which ends after the Company has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Loan on utilisation of any Ancillary Facility Utilisation is outstanding shall repay that Lender’s participation in that Loan or utilisation of Ancillary Facility granted by that Lender or, as the case may be, provide full cash cover in respect of a contingent liability under an Ancillary FacilityUtilisation. (d) The Company may, in the circumstances set out in paragraph (a) above, on five 5 Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, and to the extent permitted by law, that Lender shall) transfer pursuant to Clause 25 32 (Changes to the Finance PartiesLenders) 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 Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 32 (Changes to the Finance PartiesLenders) 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 Lender’s participation in the outstanding Loans Utilisations and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.8 32.10 (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 Company shall have no right to replace the Agent; (ii) neither the 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.

Right of replacement. or repayment cancellation and cancellation prepayment in relation to a single Lender (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph Clause 12.2 (c) of Clause 14.2 (Tax grossGrossing-upup for taxes); or (ii) any Lender claims indemnification from the Company Borrower under Clause 14 12.5 (Tax gross-up and indemnitiesIndemnity for taxes) or Clause 15 13 (Increased Costs), the Company Borrower may, whilst while the circumstance giving rise to the requirement for that increase or indemnification continues, give the Administrative Agent notice of cancellation of the Commitment and Ancillary Commitment, if any, of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans Loan or give the Administrative Agent notice in form and substance satisfactory to the Administrative Agent of its intention to replace that Lender in accordance with paragraph (d) belowLender. (b) On receipt of a notice of cancellation referred to in paragraph Clause 7.9(a) (aRight of replacement or cancellation and prepayment in relation to a single Lender) above, the Commitment and Ancillary Commitment, if any, of that Lender shall immediately be reduced to zero. (c) On the last day of each Interest Period which ends after the Company Borrower has given notice of cancellation under paragraph Clause 7.9 (a) (Right of replacement or cancellation and prepayment in relation to a single Lender) above in relation to a Lender (or, if earlier, the date specified by the Company Borrower in that notice), each the Borrower to which a Loan on utilisation of any Ancillary Facility is outstanding shall repay that Lender’s participation in that Loan or utilisation of Ancillary Facility granted by that Lender or, as the case may be, provide full cash cover in respect of a contingent liability under an Ancillary FacilityLoan. (d) The Company If any Lender becomes a Defaulting Lender, the Borrower may, in at any time while the circumstances set out in paragraph Lender continues to be a Defaulting Lender give the Administrative Agent two (a2) above, on five Business Days’ prior notice to of cancellation of the Agent and undrawn Commitment of that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 25 (Changes to the Finance Parties) 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 Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 (Changes to the Finance Parties) 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 Lender’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.8 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents. (e) The replacement of a Lender On the notice provided pursuant to paragraph Clause 7.9(c) (dRight of replacement or cancellation and prepayment in relation to a single Lender) above shall be subject to becoming effective, the following conditions: (i) undrawn Commitment of the Company shall have no right to replace the Agent; (ii) neither the Agent nor any Defaulting Lender shall have any obligation immediately be reduced to find a replacement Lender; and (iii) in no event zero and the remaining undrawn Commitments shall each be reduced ratably and the Lender replaced under paragraph (d) above be required to pay or surrender any Administrative Agent shall as soon as practicable after receipt of such notice, notify all the fees received by such Lender pursuant to the Finance DocumentsLenders.

Right of replacement. or repayment and cancellation in relation to a single Lender (a) If: (i) any sum payable to any Lender by an Obligor the Company is required to be increased under paragraph (c) of Clause 14.2 12.2 (Tax gross-up); or (ii) any Lender claims indemnification from the Company under Clause 14 12.3 (Tax gross-up and indemnitiesindemnity) or Clause 15 13.1 (Increased Costscosts), the Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment and Ancillary Commitment, if any, of that Lender and its intention to procure the repayment of that Lender’s 's participation in the Loans 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 and Ancillary Commitment, if any, of that Lender shall immediately be reduced to zero. (c) On the last day of each Interest Period which ends after the Company has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Loan on utilisation of any Ancillary Facility is outstanding the Company shall repay that Lender’s 's participation in that Loan or utilisation of Ancillary Facility granted by that Lender or, as the case may be, provide full cash cover in respect of a contingent liability under an Ancillary FacilityLoan. (d) The Company may, in the circumstances set out in paragraph (a) above, on five (5) Business Days’ ' prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 25 24 (Changes to the Finance PartiesLenders) 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 Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 24 (Changes to the Finance PartiesLenders) 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 Lender’s 's participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.8 (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 Company shall have no right to replace the Agent; (ii) neither the 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 paragraph (e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Agent and the Company when it is satisfied that it has complied with those checks.

Right of replacement. or repayment and cancellation in relation to a single Lenderthe Liquidity Facility Provider (a) If: (i) the Issuer receives notice from the Liquidity Facility Provider under Clause 7.2 (Prepayment due to illegality, changes in regulation or transaction restructure); (ii) any sum payable to any Lender the Liquidity Facility Provider by an Obligor the Issuer is required to be increased under paragraph (c) of Clause 14.2 11.2 (Tax gross-up); or; (iiiii) any Lender the Liquidity Facility Provider claims that it is entitled to indemnification from the Company Issuer under Clause 14 11.3 (Tax gross-up indemnity) and indemnities) or Clause 15 (Increased Costs)the amount of the indemnification is material, the Company Issuer may, whilst the applicable circumstance giving rise to the requirement for that increase or indemnification continues, give notice to the Agent notice Liquidity Facility Provider of cancellation of the Liquidity Commitment and Ancillary Commitment, if any, of that Lender and its intention to procure the repayment of that Lender’s participation in the Liquidity Loans or give the Agent notice of its intention to replace that Lender the Liquidity Facility Provider in accordance with paragraph (d) belowClause 7.4(d). (b) On receipt of a notice of cancellation referred to in paragraph (a) aboveClause 7.4(a), the Liquidity Commitment and Ancillary Commitment, if any, of that Lender shall immediately be reduced to zero. (c) On the last day of each following Interest Period which ends Payment Date occurring after the Company Issuer has given notice of cancellation under paragraph (aClause 7.4(a) above (or, if earlier, the date specified by the Company Issuer in that notice), each Borrower to which a Loan on utilisation of any Ancillary Facility is outstanding the Issuer shall repay that Lender’s participation in that Loan or utilisation of Ancillary Facility granted by that Lender or, as the case may be, provide full cash cover in respect of a contingent liability under an Ancillary Facilityeach Liquidity Loan. (d) The Company may, in If any of the circumstances set out in paragraph (aClause 7.4(a) aboveapply to the Liquidity Facility Provider, the Issuer may, on five Business Days’ prior notice to the Agent and that LenderLiquidity Facility Provider, replace that Lender the Liquidity Facility Provider by requiring that Lender the Liquidity Facility Provider to (and, to the extent permitted by law, that Lender the Liquidity Facility Provider shall) transfer pursuant to Clause 25 (Changes to the Finance Parties) 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 Company Issuer which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 (Changes to the Finance Parties) Liquidity Facility Provider for a purchase price in cash or other cash payment payable at the time of the transfer in an amount equal to the outstanding principal amount of such Lender’s participation in the outstanding Liquidity Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.8 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documentsthis Agreement. (e) The replacement of a Lender the Liquidity Facility Provider pursuant to paragraph (dClause 7.4(d) above shall be subject to the following conditions: (i) the Company Liquidity Facility Provider shall have no right to replace the Agent; (ii) neither the Agent nor any Lender shall not have any obligation to find a replacement Lender; andliquidity facility provider; (iiiii) in no event shall the Lender Liquidity Facility Provider replaced under paragraph (dClause 7.4(d) above be required to pay or surrender any of the fees received by such Lender the Liquidity Facility Provider pursuant to this Agreement; and (iii) the Finance DocumentsLiquidity Facility Provider shall only be obliged to transfer its rights and obligations pursuant to Clause 7.4(d) 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) The Liquidity Facility Provider shall perform the checks described in Clause 7.4(e)(iii) as soon as reasonably practicable following delivery of a notice referred to in Clause 7.4(d) and shall notify the Issuer when it is satisfied that it has complied with those checks.

Right of replacement. or repayment and cancellation in relation to a single Lender (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause clause 14.2 (Tax gross-up); or (ii) any Lender claims indemnification from the Company under Clause 14 clause 14.3 (Tax gross-up and indemnitiesindemnity) or Clause 15 clause 15.1 (Increased Costscosts), the Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment and Ancillary Commitment, if any, Commitment(s) of that Lender and its intention to procure the repayment of that Lender’s Xxxxxx's participation in the Loans 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 and Ancillary Commitment, if any, Available Commitment(s) of that Lender shall be immediately be reduced to zero. (c) On the last day of each Interest Period which ends after the Company has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Loan on utilisation of any Ancillary Facility is outstanding shall repay that Lender’s Xxxxxx's participation in that Loan or utilisation and that Xxxxxx's corresponding Commitment(s) shall be immediately cancelled in the amount of Ancillary Facility granted by that Lender or, as the case may be, provide full cash cover in respect of a contingent liability under an Ancillary Facilityparticipations repaid. (d) The Company may, in If: (i) any of the circumstances set out in paragraph (a) aboveabove apply to a Lender; or (ii) an Obligor becomes obliged to pay any amount in accordance with clause 9.1 (Illegality) to any Lender, the Company may, on five 5 Business Days’ ' prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause clause 25 (Changes to the Finance PartiesLenders) 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 Company an Eligible Institution which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause clause 25 (Changes to the Finance PartiesLenders) for a purchase price in cash or other cash payment payable at the time of the transfer in an amount equal to the outstanding principal amount of such Lender’s Xxxxxx's participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.8 clause 25.10 (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 Company shall have no right to replace the Agent; (ii) neither the 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 paragraph (e)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (d) above and shall notify the Agent and the Company when it is satisfied that it has complied with those checks.

Right of replacement. or repayment and cancellation in relation to a single Lender (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 14.2 12.1 (Tax gross-up); or (ii) any Lender claims indemnification from the Company Parent under Clause 14 12.2 (Tax gross-up and indemnitiesindemnity) or Clause 15 13.1 (Increased Costscosts); or (iii) any Lender notifies the Agent of its Additional Cost Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formula), the Company Parent may, whilst (in the case of paragraphs (i) and (ii) above) the circumstance giving rise to the requirement for that increase 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 and Ancillary Commitment, if any, of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans 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 and Ancillary Commitment, if any, of that Lender shall immediately be reduced to zerozero whereupon the Total Commitments shall be reduced by the same amount. (c) On the last day of each Interest Period which ends after the Company Parent has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company Parent in that notice), each Borrower to which a Loan on utilisation of any Ancillary Facility is outstanding shall repay that Lender’s participation in that Loan or utilisation of Ancillary Facility granted by that Lender or, as the case may be, provide full cash cover in respect of a contingent liability under an Ancillary FacilityLoan. (d) The Company Parent may, in the circumstances set out in paragraph (a) above, on five (5) Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 25 23 (Changes to the Finance PartiesLenders) 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 Company Parent which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 23 (Changes to the Finance PartiesLenders) 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 Lender’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.8 23.9 (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 Company Parent shall have no right to replace the Agent; (ii) neither the 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.

Right of replacement. or repayment and cancellation in relation to a single Lender (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 14.2 12.1 (Tax gross-up); or (ii) any Lender claims indemnification from the Company Borrower under Clause 14 12.2 (Tax gross-up and indemnitiesindemnity) or Clause 15 13.1 (Increased Costscosts), the Company Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment and Ancillary Commitment, if any, of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans Loan 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 and Ancillary Commitment, if any, of that Lender shall immediately be reduced to zero. (c) On the last day of each Interest Period which ends after the Company Borrower has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company Borrower in that notice), each the Borrower to which a Loan on utilisation of any Ancillary Facility is outstanding shall repay that Lender’s participation in that Loan or utilisation of Ancillary Facility granted by that Lender or, as the case may be, provide full cash cover in respect of a contingent liability under an Ancillary FacilityLoan. (d) The Company Borrower may, in the circumstances set out in paragraph (a) above, on five ten Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 25 (Changes to the Finance PartiesLenders) 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 Company Borrower which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 (Changes to the Finance PartiesLenders) 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 Lender’s participation in the outstanding Loans Loan and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.8 (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 Company Borrower shall have no right to replace the Agent; (ii) neither the Agent nor any Lender shall have any obligation to find a replacement Lender; 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.

Right of replacement. or repayment and cancellation in relation to a single Lender (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 14.2 12.2 (Tax gross-up)) or because of a FATCA Deduction; or (ii) any Lender claims indemnification from the Company under Clause 14 12.3 (Tax gross-up and indemnitiesindemnity) or Clause 15 13.1 (Increased Costs), the Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment and Ancillary Commitment, if any, of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans Loan 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 and Ancillary Commitment, if any, of that Lender shall immediately be reduced to zero. (c) On the last day of each Interest Period in respect of the outstanding part of the Loan under the Facility in respect of which ends after the Company has given notice of cancellation under paragraph (a) above (or, if earlier, the date specified by the Company in that notice), each the Borrower to which a Loan on utilisation of any Ancillary Facility is outstanding shall repay that Lender’s participation in that Loan or utilisation the outstanding part of Ancillary Facility granted by that Lender or, as the case may be, provide full cash cover in respect of a contingent liability under an Ancillary FacilityLoan. (d) The Company may, in the circumstances set out in paragraph (a) above, on five fifteen (15) Business Days’ prior notice to the Agent and that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 25 23 (Changes to the Finance PartiesLenders) 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 Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 23 (Changes to the Finance PartiesLenders) 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 Lender’s participation in the outstanding Loans part of the Loan and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.8 23.7 (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 Company shall have no right to replace the Agent; (ii) neither the Agent nor any Lender shall have any obligation to find a replacement Lender; and; (iii) the Agent has received written confirmation from OeKB (in form and substance satisfactory to the Agent) that OeKB agrees that the relevant Lender is replaced under paragraph (d) above; (iv) 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 (v) 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.

Right of replacement. or repayment cancellation and cancellation prepayment in relation to a single Lender (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph Clause 12.2 (c) of Clause 14.2 (Tax grossGrossing-upup for taxes); or (ii) any Lender claims indemnification from the Company Borrower under Clause 14 12.5 (Tax gross-up and indemnitiesIndemnity for taxes) or Clause 15 13 (Increased Costs), the Company Borrower may, whilst while the circumstance giving rise to the requirement for that increase or indemnification continues, give the Administrative Agent notice of cancellation of the Commitment and Ancillary Commitment, if any, of that Lender and its intention to procure the repayment of that Lender’s 's participation in the Loans Loan or give the Administrative Agent notice in form and substance satisfactory to the Administrative Agent of its intention to replace that Lender in accordance with paragraph (d) belowLender. (b) On receipt of a notice of cancellation referred to in paragraph Clause 7.9(a) (aRight of replacement or cancellation and prepayment in relation to a single Lender) above, the Commitment and Ancillary Commitment, if any, of that Lender shall immediately be reduced to zero. (c) On the last day of each Interest Period which ends after the Company Borrower has given notice of cancellation under paragraph Clause 7.9 (a) (Right of replacement or cancellation and prepayment in relation to a single Xxxxxx) above in relation to a Lender (or, if earlier, the date specified by the Company Borrower in that notice), each the Borrower to which a Loan on utilisation of any Ancillary Facility is outstanding shall repay that Lender’s 's participation in that Loan or utilisation of Ancillary Facility granted by that Lender or, as the case may be, provide full cash cover in respect of a contingent liability under an Ancillary FacilityLoan. (d) The Company If any Lender becomes a Defaulting Lender, the Borrower may, in at any time while the circumstances set out in paragraph Lender continues to be a Defaulting Lender give the Administrative Agent two (a2) above, on five Business Days’ prior ' notice to of cancellation of the Agent and undrawn Commitment of that Lender, replace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 25 (Changes to the Finance Parties) 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 Company which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with Clause 25 (Changes to the Finance Parties) 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 Lender’s participation in the outstanding Loans and all accrued interest (to the extent that the Agent has not given a notification under Clause 25.8 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents. (e) The replacement of a Lender On the notice provided pursuant to paragraph Clause 7.9(c) (dRight of replacement or cancellation and prepayment in relation to a single Lender) above shall be subject to becoming effective, the following conditions: (i) undrawn Commitment of the Company shall have no right to replace the Agent; (ii) neither the Agent nor any Defaulting Lender shall have any obligation immediately be reduced to find a replacement Lender; and (iii) in no event zero and the remaining undrawn Commitments shall each be reduced ratably and the Lender replaced under paragraph (d) above be required to pay or surrender any Administrative Agent shall as soon as practicable after receipt of such notice, notify all the fees received by such Lender pursuant to the Finance DocumentsLenders.