Common use of Restrictions Clause in Contracts

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Agent receives a notice under this Clause 8 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate. (g) If all or part of any Lender's participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 9 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) No Borrower may reborrow any part of Facility A which is prepaid. (d) Unless a contrary indication appears in this AgreementAgreement (including, for the avoidance of doubt, under Clause 9.7 (Application of Net Sale Proceeds and Insurance Proceeds), and Clause 9.8 (Application of Capital Market Issue Proceeds), any part of the Facility B or Facility C which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (de) The Borrower Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (ef) Subject to Clause 2.2 2.3 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (fg) If the Agent receives a notice under this Clause 8 9 it shall promptly forward a copy of that notice to either the Borrower Company or the affected Lender, as appropriate. (gh) If all or part of any Lender's participation in a Loan under a Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment the Commitments (equal to the Base Currency Amount of the amount of the participation Loan which is repaid or prepaid) in respect of that Facility will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably under that Facility.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, Agreement any part of the Facility any Loan which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrower Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) At the end of the Availability Period, the Total Commitments shall be reduced to zero. (g) If the Agent receives a notice under this Clause 8 7 it shall promptly forward a copy of that notice to either the Borrower Parent or the affected Lender, as appropriate. (gh) If all or part of any Lender's participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment the Commitments (equal to the amount of the participation Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 clause 9 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, if prepayment is made otherwise than on an Interest Payment Date, subject to any Break CostsCosts (and any swap break costs in relation to the Loans (or any part thereof) which are payable in accordance with the terms of the Hedging Contracts), without premium or penalty. (c) Unless a contrary indication appears in this Agreement, The Borrower may not reborrow any part of the either Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrower shall not repay or prepay all or any part of the Loans either Facility or cancel reduce all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled of any Facility reduced under this Agreement may be subsequently reinstated. (f) If the Facility Agent receives a notice under this Clause 8 clause 9 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriateappropriate and provide a copy of such notice to K-sure. (g) If all or part the Total Commitments of any Lender's participation in a Loan is repaid Facility or prepaid and is not available for redrawing Tranche are partially reduced under this Agreement (other than by operation under clause 9.1 (Illegality) and clause 9.3 (Right of Clause 4.2 cancellation and prepayment in relation to a single Lender) and clause 9.5 (Further conditions precedentRight of cancellation in relation to a Defaulting Lender)), an amount the Commitments of the Lenders in respect of that Facility or Tranche shall be reduced rateably. (h) Any prepayment under this Agreement (other than under clause 9.1 (Illegality), clause 9.2 (Voluntary prepayment and cancellation), clause 9.3 (Right of cancellation and prepayment in relation to a single Lender's ▇▇▇▇▇tment ) and clause 9.5 (equal Right of cancellation in relation to a Defaulting Lender), clause 9.10(a) and clause 9.10(c)) shall be applied pro rata against each Facility and pro rata among the Lenders in proportion to their participation in the Loans and the Letter of Credit. (i) Subject to paragraph (j) below, any prepayment and/or cancellation under clause 9.2(a) (Voluntary prepayment and cancellation) shall be applied pro rata against the Term Facilities in reducing the Term Facilities Loans and pro rata among the Lenders in proportion to their participation in such Loans. (j) Any prepayment and/or cancellation stated by the Borrower to be in respect of the Mooring Tranche shall be applied against Loans under the Mooring Tranche and pro rata among the Lenders in proportion to their participation in such Loans. (k) Any prepayment under this Agreement shall be made together with payment to a Hedging Banks (pro rata) of any amount falling due to the amount of Hedging Banks under the participation which is repaid or prepaid) will be deemed to be cancelled Hedging Contracts on the date of repayment that prepayment as a result of the termination or close out of the Hedging Contracts or any Hedging Transactions under them in accordance with clause 30.6 (Unwinding of Hedging Contracts) in relation to that prepayment. (l) Any prepayment under this Agreement shall be applied against the outstanding repayment instalments of the Loans under the relevant Facility in inverse order of maturity.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with the accrued interest on the amount unpaid or prepaid and, subject to any Break CostsMake-Whole Amount, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, The Borrower may not reborrow any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or reduce any part of the Commitments Commitment except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase)If any Commitment is reduced in accordance with this Agreement, no the amount of the Total Commitments cancelled under this Agreement such reduction may not be subsequently reinstated. (f) If the Agent receives a notice under this Clause 8 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate. (g) If all or part of any Lender's participation in a the Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))redrawing, an amount of that Lender's ▇▇▇▇▇tment the Commitment (equal to the amount of the participation Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. (g) In respect of any prepayment of the Loan (in whole or in part) made by the Borrower under Clause 7.1 (Illegality) to Clause 7.8 (Right of prepayment and cancellation in relation to the Lender) before the Make-Whole End Date, the Borrower shall pay to the Lender the Make-Whole Amount in respect of such prepayment of such Loan.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 9 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, and without premium or penalty. (c) Unless a contrary indication appears in this Agreement, No Borrower may reborrow any part of the Facility which is prepaid (other than pursuant to Clause 9.5 (Voluntary prepayment)) or repaid may be reborrowed in accordance with the terms of this Agreementcancelled pursuant to Clause 9.3 (Voluntary Cancellation) or Clause 9.4 (Automatic Cancellation). (d) The Borrower Borrowers shall not repay or prepay all or any part of the Loans L/Gs or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Agent receives a notice under this Clause 8 9 it shall promptly forward a copy of that notice to either the Borrower Company or the affected Lender, as appropriate. (g) If all or part of any Lender's participation in a Loan an L/G is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment the Commitments (equal to the Base Currency Amount of the amount of the participation L/G which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. (h) Any prepayment of an outstanding L/G shall be made in the manner described in paragraph (b) of Clause 8 (Repayment) and shall be subject to the continued payment of the L/G fees and administration fees as further specified in Clause 8 (Repayment).

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 Section 3.6 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any cancellation or prepayment under pursuant to this Agreement shall be made together with accrued interest on the amount prepaid and(in the case of a prepayment) and any outstanding fees or costs, including any Cancellation Fee or Prepayment Fee, and shall be subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, The Borrower may not reborrow any part of the Facility which is prepaid or repaid pursuant to this Agreement. No amount of the Facilities cancelled under this Agreement may be reborrowed in accordance with the terms of this Agreementsubsequently reinstated. (d) The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments Available Facility, except at the times and in the manner expressly provided for in this Agreement. (e) Subject Any prepayment under this Section 3.6 shall: (i) first be allocated by FMO pro rata between the A Loan and the B Loan in proportion to Clause 2.2 their respective principal amounts outstanding; and (Increase), no amount ii) then be applied by FMO to satisfy the respective outstanding installments of principal of the Total Commitments cancelled under this Agreement may be subsequently reinstatedA Loan and the B Loan in inverse chronological order. (f) If the Agent receives a notice under this Clause 8 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate. (g) If all or part of any Lender's participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, The Borrower may not reborrow any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Agent receives a notice under this Clause 8 7 it shall promptly forward a copy of that notice to either the Borrower Obligors’ Agent or the affected Lender, as appropriate. (g) If all or part of any Lender's participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of that Lender's ▇▇▇▇▇tment (the Commitments equal to the amount of the participation which is repaid or prepaid) prepaid will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (g) shall reduce the Commitments of the Lenders rateably. (h) Subject to paragraph (j) below, if it is unlawful for the Borrower to (or procure a Group Company to) make a prepayment under Clause 7.6 (Disposal Proceeds) and for such proceeds to be so applied, the Borrower shall (and shall procure that each Group Company shall) use all reasonable endeavours to overcome the prohibition to enable the relevant prepayment to be made. If, subject always to the requirement for each Obligor using all reasonable endeavours to overcome the prohibition it continues to be unlawful to make a prepayment under Clause 7.6 (Disposal Proceeds), then such prepayment will not be required to be made until such time as the prohibition no longer applies, at which time the relevant Group Company will immediately apply such amount in prepayment of the relevant facilities in accordance with the other provisions of this Clause 7. (i) The provisions of paragraph (h) above shall be subject always to the obligation to use other Group cash which is not subject to similar restrictions to prepay an equivalent amount where the use of such cash would not be materially prejudicial to the overall Group liquidity. (j) Prior to the Disposal of any assets located in The Republic of South Africa where proceeds are required to be prepaid in accordance with Clause 7.6 (Disposal Proceeds), the Company shall be required to certify 10 Business Days prior to such disposal that the projected Disposal Proceeds arising therefrom can and shall be applied in accordance with Clause 7.6 (Disposal Proceeds) and deliver evidence to the Agent that such application shall not be unlawful. To the extent that such application of projected Disposal Proceeds is unlawful, the Company shall not be entitled to dispose of the assets referred to in this paragraph (j) without the prior written consent of the Majority Lenders. If consent of the Majority Lenders is forthcoming, the provisions of paragraphs (h) and (i) above shall apply. This paragraph (j) does not apply in the case of Disposal Proceeds applied pursuant to paragraph (c) of Clause 7.6 (Disposal Proceeds), provided that such prepayment is in accordance with the terms of Clause 7.6 (Disposal Proceeds).

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, The Borrower may not reborrow any part of the Term Loan Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) Any prepayment of any part of the Term Loan Facility shall be applied against the remaining Repayment Instalments thereof (including the balloon payment payable on the Termination Date) in the inverse order of maturity. (e) The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (ef) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (fg) If the Agent receives a notice under this Clause 8 7, it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate. (gi) If all or part of any Lender's participation in a Loan under the Term Loan Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))redrawing, an amount of that Lender's ▇▇▇▇▇tment the Commitments (equal to the amount of the participation Loan which is repaid or prepaid) in respect of that Facility will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (i) shall reduce the Commitments of the Lenders rateably under that Facility.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 shall be irrevocable and, unless a contrary indication appears in this Agreement, 7 shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any notice of prepayment or cancellation given by an Obligor under this Agreement may be revocable and may be expressed to be subject to conditions, such that no requirement or obligation to make any prepayment or give effect to any cancellation referred to therein shall arise until all such conditions have been met in accordance with their terms or have been waived by that Obligor in writing. (c) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (cd) Unless a contrary indication appears in this Agreement, any part of the Interim Revolving Facility which is repaid or prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Interim Facility Agent receives a notice under this Clause 8 7, it shall promptly forward a copy of that notice to either the Borrower Company or the affected Interim Lender, as appropriate. (g) If all or part of any Lender's participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) The Company may not reborrow any part of Facility A which is prepaid. (d) Unless a contrary indication appears in this Agreement, any part of the Facility B which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (de) The Borrower Company shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (ef) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (fg) If the Agent receives a notice under this Clause 8 7 it shall promptly forward a copy of that notice to either the Borrower Company or the affected Lender, as appropriate. (gh) If all or part of any Lender's participation in a Loan under a Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment the Commitments (equal to the amount of the participation Loan which is repaid or prepaid) in respect of that Facility will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably under that Facility.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 shall be irrevocable (except as otherwise provided in this Clause 8) and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid to, but not including, the date of prepayment and, subject to any Break Costs, without premium or penalty. (c) The Borrower may not reborrow any part of Facility A or Facility C which is prepaid. (d) Unless a contrary indication appears in this Agreement, any part of the Facility B which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (de) The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (ef) Subject to Any prepayment of Facility A Loans under this Clause 2.2 8 shall satisfy the obligations under Clause 7.1 (Increase)Repayment of Facility A Loans) rateably. (g) Any prepayment of Facility C Loans under this Clause 8 shall satisfy the obligations under Clause 7.3 (Repayment of Facility C Loans) in such manner as the Facility C Lenders may agree. (h) Unless a contrary indication appears in this Agreement, no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (fi) If the Agent receives a notice under this Clause 8 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate. (gj) If all or part of any Lender's participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment the Commitments (equal to the amount of the participation Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (j) (save in connection with any repayment or, as the case may be, prepayment under paragraph (b) of Clause 8.1 (Illegality), Clause 8.11 (Right of replacement of a single Lender) or paragraph (c) of Clause 8.12 (Right of prepayment and cancellation in relation to a single Lender)) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, any part of the Facility which is repaid or prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrower Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Agent receives a notice under this Clause 8 it shall promptly forward a copy of that notice to either the Borrower Company or the affected Lender, as appropriate. (g) If all or part of any Lender's participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment the Commitments (equal to the amount Base Currency Amount of the participation Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (g) shall reduce the Commitments of the Lenders rateably. (h) Subject to paragraph (j) below, if it is unlawful for a Borrower to (or procure a Group Company to) make a prepayment under Clause 8.4 (Disposal Proceeds) and for such proceeds to be so applied, the Borrower shall (and shall procure that each Group Company shall) use all reasonable endeavours to overcome the prohibition to enable the relevant prepayment to be made. If, subject always to the requirement for each Obligor using all reasonable endeavours to overcome the prohibition it continues to be unlawful to make a prepayment under Clause 8.4 (Disposal Proceeds), then such prepayment will not be required to be made until such time as the prohibition no longer applies, at which time the relevant Group Company will immediately apply such amount in prepayment of the relevant facilities in accordance with the other provisions of this Clause 8. (i) The provisions of paragraph (h) above shall be subject always to the obligation to use other Group cash which is not subject to similar restrictions to prepay an equivalent amount where the use of such cash would not be materially prejudicial to the overall Group liquidity. (j) Prior to the Disposal of any assets located in The Republic of South Africa where proceeds are required to be prepaid in accordance with Clause 8.4 (Disposal Proceeds), the Company shall be required to certify 10 Business Days prior to such disposal that the projected Disposal Proceeds arising therefrom can and shall be applied in accordance with Clause 8.4 (Disposal Proceeds) and deliver evidence to the Agent that such application shall not be unlawful. To the extent that such application of projected Disposal Proceeds is unlawful, the Company shall not be entitled to dispose of the assets referred to in this paragraph (j) without the prior written consent of the Majority Lenders. If consent of the Majority Lenders is forthcoming, the provisions of paragraphs (h) and (i) above shall apply. This paragraph (j) does not apply in the case of Disposal Proceeds applied pursuant to paragraph (c) of Clause 8.4 (Disposal Proceeds) above provided that such prepayment is in accordance with the terms of Clause 8.4 (Disposal Proceeds). SECTION 5 COSTS OF UTILISATION

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 (payment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and amounts (if any) payable under the Hedging Agreements in connection with that prepayment and, subject to any Break Costs, without premium or penalty. (c) No Borrower may reborrow any part of the Accordion Facility which is prepaid. (d) Unless a contrary indication appears in this Agreement, any part of the Revolving Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (de) The No Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (ef) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (fg) If the Facility Agent receives a notice under this Clause 8 (payment and Cancellation) it shall promptly forward a copy of that notice to either the Borrower Borrowers or the affected LenderLenders and/or Hedge Counterparties, as appropriate. (gh) If all or part of any Lender's ’s participation in a Loan an Advance is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment ▇’s Commitment (equal to the amount of the participation which is repaid or prepaid) in respect of the relevant Facility will be deemed to be cancelled on the date of repayment or prepayment.. ​

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, any part of the Facility which is repaid or prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrower Company shall not repay or prepay all or any part of the Loans or cancel reduce all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under any Commitment that is reduced in accordance with this Agreement may be subsequently reinstated. (f) If the Agent receives a notice under this Clause 8 7 it shall promptly forward a copy of that notice to either the Borrower Company or the affected Lender, as appropriate. (g) If all or part of any Lender's participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment the Commitments (equal to the amount of the participation Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (g) (save in connection with any repayment or, as the case may be, prepayment under paragraph (c) of Clause 7.1 (Illegality) or paragraph (c), (g) or (h) of Clause 7.4 (Right of prepayment and cancellation in relation to a single Lender)) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, and subject to any applicable Break Costs, without premium or penaltyin connection with that prepayment and any prepayment and cancellation fees payable under this Agreement. (c) Unless a contrary indication appears in this Agreement, No Borrower may reborrow any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrower Borrowers shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Agent receives a notice under this Clause 8 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriateLenders. (g) If all or part of any Lender's ’s participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of that Lender's ▇▇▇▇▇tment ’s Commitment (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. (h) Any prepayment of a Loan (other than a prepayment to a single Lender pursuant to Clause 8.1 (Illegality) or Clause 8.7 (Right of repayment and cancellation in relation to a single Lender) shall be applied pro rata to each Lender’s participation in that Loan.

Restrictions. (aA) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 (Prepayment and cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (bB) Any prepayment under this Agreement in respect of amounts due under Clause 20.15 (Acceleration) shall be made together with accrued interest on the amount prepaid andbasis of the Outstanding Balance Owed or, subject where or Clause 20.16 (Acceleration upon an Insolvency Event) applies, pursuant to any Break Costs, without premium or penaltythat clause. (c) Unless a contrary indication appears in this Agreement, any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (dC) The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (eD) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (fE) If the Agent receives a notice under this Clause 8 7 (Prepayment and cancellation) it shall promptly forward a copy of that notice to either the Borrower or the affected Lender (and in the case of the Original Lender which is an affected Lender, the Arranger), as appropriate. (gF) If all or part of any Lender's ’s participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment ’s Commitment (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 4.2 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any cancellation of Facility under this Agreement shall be made together with any indemnification of cost and loss incurred by the Lender for preparation of the Facility. (c) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any interests, cost, expenses Break Costs, without premium or penalty. (cd) Unless a contrary indication appears Any prepayment under this Clause 4.2 will be applied in this Agreementor towards repaying the relevant remaining instalments (excluding the balloon instalment repayable on the Termination Date (the “Balloon Instalment”)) under Clause 6 (Repayment) rateably, provided that if the relevant remaining instalments (excluding the Balloon Instalment) under Clause 6 (Repayment) are prepaid in full, then any further prepayment will be applied in or towards repaying the Balloon Instalment (or vice versa as the Lender may agree). (e) The Borrower may not reborrow any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementrepaid. (df) The Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments any Commitment except at the times and in the manner expressly provided for in this Agreement. (eg) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments Commitment cancelled under this Agreement may be subsequently reinstated. (f) If the Agent receives a notice under this Clause 8 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate. (g) If all or part of any Lender's participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 9 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest fees on the amount prepaid and, subject to any Break Costs, and without premium or penalty. (c) Unless a contrary indication appears in this Agreement, No Borrower may reborrow any part of the Facility which is prepaid (other than pursuant to Clause 9.5 (Voluntary prepayment)) or repaid may be reborrowed in accordance with the terms of this Agreementcancelled pursuant to Clause 9.3 (Voluntary Cancellation) or Clause 9.4 (Automatic Cancellation). (d) The Borrower Borrowers shall not repay or prepay all or any part of the Loans L/Gs or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Agent receives a notice under this Clause 8 9 it shall promptly forward a copy of that notice to either the Borrower Company or the affected Lender, as appropriate. (g) If all or part of any Lender's participation in a Loan an L/G is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment the Commitments (equal to the Base Currency Amount of the amount of the participation L/G which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. (h) Any prepayment of an outstanding L/G shall be made in the manner described in paragraph (b) of Clause 8 (Repayment) and shall be subject to the continued payment of the L/G fees and administration fees as further specified in Clause 8 (Repayment).

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 9 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break CostsCosts (if any), without premium or penalty. (c) Unless a contrary indication appears in this AgreementAgreement (and, in particular, subject to paragraph (d) below), any part of the Facility A, Facility B or Facility C which is prepaid or repaid may not be reborrowed re-borrowed in accordance with the terms of this Agreement. (d) The Prior to the Initial Facility A Termination Date only, the Borrowers may re-borrow those parts of Facility A that have been voluntarily prepaid pursuant to Clause 9.5 (Voluntary prepayment of Loans). (e) No Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (ef) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (fg) If the Agent receives a notice under this Clause 8 9 it shall promptly forward a copy of that notice to either the relevant Borrower or the affected LenderLenders, as appropriate. (g) If all or part of any Lender's participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costsapplicable Make-Whole Payment, without premium or penalty. The Lender shall appoint the Pricing Agent or another agent to calculate the Make-Whole Payment. The Make-Whole Payment shall only be due and payable by the Borrower with respect to any amount (i) prepaid under Clause 7.1 (Illegality) or (ii) repaid or transferred upon the exercise by the Borrower of its right of repayment or replacement pursuant to Clause 7.2 (Right of replacement or repayment in relation to a single Lender) in connection with the Lender's claim for prepayment under Clause 7.1 (Illegality); in each case on the date of such prepayment, repayment or the date on which the Lender's rights and obligations are assigned in accordance with Clause 7.2 (Right of replacement or repayment in relation to a single Lender), but only if the illegality giving rise to such ▇▇▇▇▇▇'s claim for prepayment arises under the laws, regulations or decrees of Ecuador, or otherwise arises directly or indirectly from actions of the Borrower provided that, in each case, the Lender claiming the Make-Whole Payment shall deliver to the Borrower reasonably detailed supporting documentation, as provided to such Lender by the party appointed to calculate the Make-Whole Payment, evidencing the amount of the Make-Whole Payment. (c) Unless a contrary indication appears in this Agreement, The Borrower may not reborrow any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments Loan except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Facility Agent receives a notice under this Clause 8 7, it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate. (g) If all or part of any Lender's participation in a the Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, then an amount of that Lender's ▇▇▇▇▇tment the Commitments (equal to the amount of the participation Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, The Borrower may not reborrow any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments Facility except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments Available Facility cancelled under this Agreement may be subsequently reinstated. (f) If the Agent receives a notice under this Clause 8 7 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate. (g) If all or part of any the Lender's ’s participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of that Lender's ▇▇▇▇▇tment the Available Facility (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. For the avoidance of doubt, Break Costs shall only apply in the event of a voluntary prepayment of a Loan pursuant to this Clause 7 that is not made on a Repayment Date. (c) Unless a contrary indication appears in this Agreement, The Borrower may not re-borrow any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Agent receives a notice under this Clause 8 7 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate. (g) If all or part of any Lender's ’s participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of that Lender's ▇▇▇▇▇tment ▇’s Commitments (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepaymentprepayment and, if relevant, the part of the Loan to be prepaid or cancelled. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costsprepaid, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, No Borrower may reborrow any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The No Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Facility Agent receives a notice under this Clause 8 7 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to either the Borrower Borrowers or the affected LenderLenders, as appropriate. (g) If all or part of any Lender's ’s participation in a the Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of that Lender's ▇▇▇▇▇tment ▇’s Commitment (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Facility Agent receives a notice under this Clause 8 7 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate. (g) If all or part of any Lender's participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment the Commitments (equal to the amount of the participation Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (g) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, any part of the Facility which is repaid or prepaid or repaid may not be reborrowed in accordance with the terms of this Agreementreborrowed. (d) The Borrower Company shall not repay or prepay all or any part of the Loans or cancel reduce all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under any Commitment that is reduced in accordance with this Agreement may be subsequently reinstated. (f) If the Agent receives a notice under this Clause 8 7 it shall promptly forward a copy of that notice to either the Borrower Company or the affected Lender, as appropriate. (g) If all or part of any Lender's participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))redrawing, an amount of that Lender's ▇▇▇▇▇tment the Commitments (equal to the amount of the participation Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (g) (save in connection with any repayment or, as the case may be, prepayment under paragraph (c) of Clause 7.1 (Illegality) or paragraph (c), (g) or (h) of Clause 7.4 (Right of prepayment and cancellation in relation to a single Lender)) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penaltypenalty except that no Break Costs shall be payable on any prepayment pursuant to Clause 8.3 (Mandatory prepayment - Applicable Proceeds). (c) Unless a contrary indication appears in this Agreement, No Borrower may reborrow any part of the a Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrower Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Agent receives a notice under this Clause 8 it shall promptly forward a copy of that notice to either the Borrower Parent or the affected Lender, as appropriate. (g) If all or part of any Lender's participation in a Loan under a Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment ▇'s Commitment (equal to the Base Currency Amount of the amount of the participation which is repaid or prepaid) in respect of that Facility will be deemed to be cancelled on the date of repayment or prepayment.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless Any prepayment under this Agreement shall be subject to Break Costs (if any). Each Lender claiming Break Costs shall, as soon as reasonably practicable after demand by the Agent, provide a contrary indication appears certificate confirming the amount of its Break Costs for any Interest Period in this Agreement, which they accrue. The Agent agrees to provide a copy of such certificate to the Borrower on request by the Borrower. (d) The Borrower may not reborrow any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (de) The Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (ef) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (fg) If the Agent receives a notice under this Clause 8 7 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate. (gh) If all or part of any Lender's participation in a the Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of that Lender's ▇▇▇▇▇tment the Commitments (equal to the amount of the participation Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrower Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Facility Agent receives a notice under this Clause 8 it shall promptly forward a copy of that notice to either the Borrower HWDC or the affected Lender, as appropriate. (g) If all or part of any Lender's participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment the Commitments (equal to the Base Currency Amount of the amount of the participation Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (g) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject and any amounts due by the Borrower pursuant to any Break Costs, without premium or penaltyClause 9 (Broken Funding Indemnity). (c) Unless a contrary indication appears in this Agreement, The Borrower may not reborrow any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Facility Agent receives a notice under this Clause 8 7 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to either the Borrower or the each affected Lender, as appropriate. (g) If all or part of any Lender's participation in a the Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))redrawing, an amount of that Lender's ▇▇▇▇▇tment the Commitments (equal to the amount of the participation Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (g) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) No Borrower may reborrow any part of the Term Loan Facility which is prepaid. (d) Unless a contrary indication appears in this Agreement, any part of the Revolving Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (de) The Any prepayment of any part of the Term Loan Facility shall be applied against the remaining Repayment Instalments thereof (including the balloon payment payable on the Termination Date) in the inverse order of maturity. (f) No Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (eg) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (fh) If the Agent receives a notice under this Clause 8 7, it shall promptly forward a copy of that notice to either the Borrower Borrowers or the affected Lender, as appropriate. (gi) If all or part of any Lender's participation in a Loan under a Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))redrawing, an amount of that Lender's ▇▇▇▇▇tment the Commitments (equal to the amount of the participation Loan which is repaid or prepaid) in respect of that Facility will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (i) shall reduce the Commitments of the Lenders rateably under that Facility.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepaymentprepayment and, if relevant, the part of the Loan to be prepaid or cancelled. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, and without premium or penalty. (c) Unless a contrary indication appears in this Agreement, No Borrower may reborrow any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The No Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Facility Agent receives a notice under this Clause 8 7 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to either the Borrower Borrowers or the affected LenderLenders, as appropriate. (g) If all or part of any Lender's ’s participation in a the Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of that Lender's ▇▇▇▇▇tment ▇’s Commitment (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 12 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, any part of the Revolving Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrower Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Agent receives a notice under this Clause 8 12, it shall promptly forward a copy of that notice to either the Borrower Parent or the affected Lender, as appropriate. (g) If all or part of any Lender's ’s participation in a Loan under the Revolving Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's L▇▇▇▇▇tment ’s Commitment (equal to the Base Currency Amount of the amount of the participation which is repaid or prepaid) in respect of that Facility will be deemed to be cancelled on the date of repayment or prepayment.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 9 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepaymentprepayment provided that a notice of prepayment may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of certain proceeds, in which case such notice of prepayment may be revoked by or on behalf of the Company (by notice to the Lender prior to the specified prepayment date) if such condition is not satisfied, provided further that the Company shall pay to the Agent any Break Costs incurred as a result of such revocation. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrower Company shall not repay or prepay all or any part of the Loans Utilisations or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase) and Clause 2.5 (Accordion Facility), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Agent receives a notice under this Clause 8 9 it shall promptly forward a copy of that notice to either the Borrower Company or the affected Lender, as appropriate. (g) If all or part of any Lender's participation in a Loan Utilisation is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment the Commitments (equal to the Base Currency Amount of the amount of the participation Utilisation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (g) shall reduce the Commitments of the Lenders rateably under the Facility.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 ‎7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepaymentprepayment and, if relevant, the part of the Loan to be prepaid or cancelled. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid andprepaid, subject any applicable fees payable pursuant to any Break Costs, Clause ‎10 (Fees) and without premium or penalty. (c) Unless a contrary indication appears in this Agreement, No Borrower may re-borrow any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The No Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Facility Agent receives a notice under this Clause 8 ‎7 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to either the Borrower Borrowers or the affected LenderLenders, as appropriate. (g) If all or part of any Lender's participation in a the Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of that Lender's ▇▇▇▇▇tment Commitment (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrower shall not repay or prepay all or any part of the Loans Utilisations or cancel all or any part of the Commitments Stated Amounts except at the times and in the manner expressly provided for in this Agreement. (ed) Subject to Clause 2.2 2.3 (Increase), no amount of the Total Commitments Stated Amount cancelled under this Agreement may be subsequently reinstated. (fe) If the Agent receives a notice under this Clause 8 it shall promptly forward a copy of that notice to either the Borrower Guarantor or the affected LenderBank, as appropriate. (gf) If all or part of any Lender's participation in a Loan Utilisation under the Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))redrawing, an amount of that Lender's ▇▇▇▇▇tment the Stated Amounts (equal to the Base Currency Amount of the amount of the participation Utilisation which is repaid or prepaid) in respect of the Facility will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (f) shall reduce the Stated Amounts of the Banks rateably under the Facility.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 shall shall, unless it provides that it is conditional upon the consummation of refinancing of the Facility, be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement including, for the avoidance of doubt, prepayments according to Clause 6.3 (Utilisations in Optional Currencies and currency fluctuations), shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrower Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Agent receives a notice under this Clause 8 it shall promptly forward a copy of that notice to either the Borrower Company or the affected Lender, as appropriate. (g) If all or part of any Lender's participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment the Commitments (equal to the Base Currency Amount of the amount of the participation Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.. Any cancellation under this paragraph (g) shall reduce the Commitments of the Lenders rateably. SECTION 5 COSTS OF UTILISATIONS

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. Back to Contents (c) No Borrower may reborrow any part of any Facility B Term Loan which is prepaid. (cd) Unless a contrary indication appears in this Agreement, any part of the a Facility which is prepaid or repaid (but, in the case of Facility B, only until the Term Out Date) may be reborrowed in accordance with the terms of this Agreement. (de) The Borrower Borrowers shall not repay or prepay all or any part of the Loans Utilisations or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (ef) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (fg) If the Agent receives a notice under this Clause 8 it shall promptly forward a copy of that notice to either the Borrower Company or the affected Lender, as appropriate. (g) If all or part of any Lender's participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment (equal . Back to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.Contents SECTION 5 COSTS OF UTILISATION

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepaymentprepayment and, if relevant, the part of the Loan to be prepaid or cancelled. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, No Borrower may reborrow any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The No Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Facility Agent receives a notice under this Clause 8 7 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to either the Borrower Borrowers or the affected LenderLenders, as appropriate. (g) If all or part of any Lender's ’s participation in a the Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of that Lender's ▇▇▇▇▇tment ’s Commitment (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement and, for the avoidance of doubt, any repayment under this Clause 7 (Prepayment and Cancellation), shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless Each Russian Obligor shall: (i) in the case of a contrary indication appears voluntary prepayment under Clause 7.5 (Voluntary prepayment of Loans), together with the notice of prepayment; and (ii) in the case of any other prepayment under this AgreementClause 7 (Prepayment and Cancellation), no later than at the time of prepayment, deliver to the Agent satisfactory evidence that the Russian Obligor has provided to the Account Bank all necessary documents required for registering such prepayment under the Loan Passport, and has complied with any Special Account Requirements relating to such prepayment. (d) No Borrower may reborrow any part of the Facility which is prepaid or repaid may be reborrowed except as provided in accordance with the terms Clause 2.2 (Increase of this AgreementTotal Facility B Commitments). (de) The Borrower Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (ef) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (fg) If the Agent receives a notice under this Clause 8 7 it shall promptly forward a copy of that notice to either the Borrower Company or the affected Lender, as appropriate. (g) If all or part of any Lender's participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.. SECTION 5 COSTS OF UTILISATION

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 16 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrower Borrowers shall not repay or prepay all or any part of the Loans Utilisations or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstatedreinstated (other than in accordance with Clause 2.2 (Increase in Total Commitments)). (f) If the Agent receives a notice under this Clause 8 16 it shall promptly forward a copy of that notice to either the Borrower Company or the affected Lender, as appropriate. (g) If all or part of any Lender's participation in a Loan Utilisation under the Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment the Commitments (equal to the Base Currency Amount of the amount of the participation Utilisation which is repaid or prepaid) in respect of the Facility will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (g) shall reduce the Commitments of the Lenders rateably under the Facility.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears otherwise expressly provided in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepaymentprepayment is to be made. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penaltyprepaid. (c) Unless a contrary indication appears in this Agreement, any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except Available Facility at the times time and in the manner other than expressly provided for in this Agreement. (ed) Subject to Clause 2.2 (Increase), no amount of Any Loans prepaid by the Total Commitments cancelled Borrower under this Agreement may Clause 7 (Prepayment and Cancellation) shall be subsequently reinstatedrepaid against each instalment in positive order from the first instalment of repayment in the order set out in Clause 6.1 (Repayment Date And Amount) of this Agreement. The amount prepaid will repay the Loans made by each Lender in pro rata to the Borrower at such time according to the scheduled repayment instalments. (fe) If the Agent receives On receipt of a notice under referred to in this Clause 8 it 7 (Prepayment and Cancellation), the Facility Agent shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate. (f) The Borrower may not re-borrow the Loan which has been prepaid without the prior written consent of all Lenders. (g) If all The Borrower which makes a mandatory prepayment shall remit the prepayment amount required by the Facility Agent to an account designated by the Facility Agent by way of wire transfer or part of any Lender's participation in a Loan is repaid or prepaid and is not available for redrawing (other inter-bank transfer no later than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment (equal 11:00 a.m. on the prepayment date determined pursuant to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepaymentpreceding paragraph.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) The Borrower may not reborrow any part of Facility A, Facility C1 or Facility C2 which is prepaid. (d) Unless a contrary indication appears in this Agreement, any part of the Facility B which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (de) The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (ef) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (fg) If the Agent receives a notice under this Clause 8 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate. (gh) If all or part Any profit received by a Lender as a result of terminating any Lender's participation in Hedging Agreements pursuant to a Loan is repaid or prepaid and is not available prepayment under this Agreement shall be for redrawing (other than by operation the account of Clause 4.2 (Further conditions precedent)), an the Borrower. The exact amount of that Lender's ▇▇▇▇▇tment (equal such profit shall be calculated by the relevant Lender and shall be justified in writing to the amount Borrower. (i) Prepayments shall be made proportionally between Facility A and the aggregate of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepaymentFacility C1 and Facility C2.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid andand all other amounts accrued and unpaid or outstanding under the Finance Documents including any Make-Whole Amount and any Equity Upside, subject to but without any Break Costs, without other premium or penalty. (c) Unless a contrary indication appears in this Agreement, The Borrower may not reborrow any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments Commitment except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Facility Agent receives a notice under this Clause 8 7 it shall promptly as soon as reasonably practicable forward a copy of that notice to either the Borrower or the affected Lender, as appropriate. (g) If all or part of any Lender's ’s participation in a the Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment ’s Commitment (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) No Borrower may reborrow any part of a Term Facility which is prepaid. (d) Unless a contrary indication appears in this Agreement, any part of the Working Capital Facility which is repaid or prepaid or repaid may be reborrowed in accordance with the terms of this Agreement and the Working Capital Facility Agreement. (de) The Borrower Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (ef) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (fg) If the a Facility Agent receives a notice under this Clause 8 7 it shall promptly forward a copy of that notice to either the Borrower Company or the affected Lender, as appropriate. (gh) If all or part of any Lender's ’s participation in a Loan under a Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment ’s Commitment (equal to the amount of the participation which is repaid or prepaid) in respect of that Facility will be deemed to be cancelled on the date of repayment or prepayment.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepaymentprepayment and, if relevant, the part of the Loan to be prepaid or cancelled. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid andprepaid, subject any applicable fees payable pursuant to any Break Costs, Clause 10 (Fees) and without premium or penalty. (c) Unless a contrary indication appears in this Agreement, No Borrower may re-borrow any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The No Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Facility Agent receives a notice under this Clause 8 7 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to either the Borrower Borrowers or the affected LenderLenders, as appropriate. (g) If all or part of any Lender's participation in a the Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of that Lender's ▇▇▇▇▇tment ▇'s Commitment (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 12 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) No Borrower may reborrow any part of a Term Facility which is prepaid. (d) Unless a contrary indication appears in this Agreement, any part of the Revolving Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (de) The Borrower Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (ef) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (fg) If the Agent receives a notice under this Clause 8 12 it shall promptly forward a copy of that notice to either the Borrower Company or the affected Lender, as appropriate. (gh) If The Agent shall notify the Lenders as soon as possible of any proposed prepayment of any Loan under Clause 12.2 (Change of Control) or Clause 12.3 (Net Disposal Proceeds and Net Financing Proceeds). Each Lender who (or whose Affiliate) has subscribed for a capital increase in the Company or on whose (or on whose Affiliate's) account such capital increase has been subscribed may, if it gives the Agent no less than 3 Business Days prior notice, elect to waive all or a specified part of its share of that prepayment. In such case the remaining proceeds form such mandatory prepayments shall be applied between the other Lenders in accordance with Clause 33.5 (Partial Payments). Each Lender that elects to make use of this right (an "Electing Lender") shall be entitled to a preferential treatment on any Lender's participation in a Loan is repaid or prepaid and is not available for redrawing (such future mandatory prepayment such that prior to any payment being made to any other than by operation of Clause 4.2 (Further conditions precedent)), Lender the Agent shall first pay to each Electing Lender an amount of that Lender's ▇▇▇▇▇tment (equal to the amount required to put each Electing Lender in the same position as any other Lender. If there is more than one Electing Lender any payment shall be pro rata. The rights of the participation which is repaid or prepaidany Electing Lender under this paragraph (h) will are personal rights and must not be deemed assigned and/or transferred to be cancelled on the date of repayment or prepaymentany other person.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and made, the amount of that cancellation or prepaymentprepayment and, if relevant, the part of the Loan to be prepaid or cancelled. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, No Borrower may reborrow any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The No Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Facility Agent receives a notice under this Clause 8 7 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to either the Borrower Borrowers or the affected Lender, as appropriateLenders. (g) If all or part of any Lender's participation in a the Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of that Lender's ▇▇▇▇▇tment ▇'s Commitment (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, any part of the Revolving Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) No Borrower may reborrow any part of the Term Facility which is prepaid. (e) The Borrower Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (ef) Subject to Clause 2.2 2.3 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (fg) If the Agent receives a notice under this Clause 8 it shall promptly forward a copy of that notice to either the Borrower Company or the affected Lender, as appropriate. (gh) If all or part of any Lender's participation in a Loan under a Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment Commitment (equal to the amount of the participation Loan which is repaid or prepaid) in respect of the Facility will be deemed to be cancelled on the date of repayment or prepayment. (i) Any prepayment of a Loan (other than a prepayment pursuant to Clause 8.1 (Illegality) or Clause 8.5 (Right of cancellation and repayment in relation to a single Lender)) shall be applied pro rata to each Lender's participation in that Loan.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The A Borrower shall not repay or prepay all or any part of the Loans or Loans, and the Company shall not cancel all or any part of the Commitments Commitments, except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Agent receives a notice under this Clause 8 7 it shall promptly forward a copy of that notice to either the Borrower Company or the affected Lender, as appropriate. (g) If all or part of any Lender's participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment the Commitments (equal to the Base Currency Amount of the amount of the participation Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (g) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. For the avoidance of doubt, Break Costs shall only apply in the event of a voluntary prepayment of a Loan pursuant to this Clause 7 that is not made on a Repayment Date. (c) Unless a contrary indication appears in this Agreement, The Borrower may not re-borrow any part of the Facility a Tranche which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Agent receives a notice under this Clause 8 7 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate. (g) If all or part of any Lender's ’s participation in a Loan under a Tranche is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of that Lender's ▇▇▇▇▇tment ’s Commitments (equal to the amount of the participation which is repaid or prepaid) in respect of that Tranche will be deemed to be cancelled on the date of repayment or prepayment.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrower Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Agent receives a notice under this Clause 8 7 it shall promptly forward a copy of that notice to either the Borrower Company or the affected Lender, as appropriate. (g) If all or part of any Lender's ’s participation in a Loan under a Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment ▇’s Commitment (equal to the amount of the participation which is repaid or prepaid) in respect of that Facility will be deemed to be cancelled on the date of repayment or prepayment.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 12 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) No Borrower may reborrow any part of a Term Facility which is prepaid. (d) Unless a contrary indication appears in this Agreement, any part of the Revolving Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement.. Table of Contents (de) The Borrower Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (ef) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (fg) If the Agent receives a notice under this Clause 8 12 it shall promptly forward a copy of that notice to either the Borrower Company or the affected Lender, as appropriate. (gh) If The Agent shall notify the Lenders as soon as possible of any proposed prepayment of any Loan under Clause 12.2 (Change of Control) or Clause 12.3 (Net Disposal Proceeds and Net Financing Proceeds). Each Lender who (or whose Affiliate) has subscribed for a capital increase in the Company or on whose (or on whose Affiliate's) account such capital increase has been subscribed may, if it gives the Agent no less than 3 Business Days prior notice, elect to waive all or a specified part of its share of that prepayment. In such case the remaining proceeds form such mandatory prepayments shall be applied between the other Lenders in accordance with Clause 33.5 (Partial Payments). Each Lender that elects to make use of this right (an "Electing Lender") shall be entitled to a preferential treatment on any Lender's participation in a Loan is repaid or prepaid and is not available for redrawing (such future mandatory prepayment such that prior to any payment being made to any other than by operation of Clause 4.2 (Further conditions precedent)), Lender the Agent shall first pay to each Electing Lender an amount of that Lender's ▇▇▇▇▇tment (equal to the amount required to put each Electing Lender in the same position as any other Lender. If there is more than one Electing Lender any payment shall be pro rata. The rights of the participation which is repaid or prepaidany Electing Lender under this paragraph (h) will are personal rights and must not be deemed assigned and/or transferred to be cancelled on the date of repayment or prepaymentany other person.

Restrictions. (a) Any Every notice by Devco of prepayment and/or cancellation or prepayment given by any Party under this Clause 8 shall be Agreement is irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant prepayment or cancellation or prepayment is to be made and the amount of that cancellation prepayment or prepaymentcancellation. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject and together with any amount due and payable to any Break Costs, without premium or penaltyFundco under clause 18. (c) Unless a contrary indication appears in this AgreementRepayment, any part of the Facility which is prepaid or repaid prepayment and cancellation may only be reborrowed made in accordance with the express terms of this Agreement. (d) The Borrower shall not repay Any Loan which is repaid or prepay all or any part prepaid under this Agreement prior to the expiry of the Loans or cancel all or any part Availability Period may be redrawn during the Availability Period subject to the terms of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Agent receives a notice under this Clause 8 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate. (g) If all or part of any Lender's participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))redrawing, an amount of that Lender's ▇▇▇▇▇tment the Commitment (equal to the amount of the participation Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, and without premium or penalty. (c) Unless a contrary indication appears in this Agreement, any part of the Facility which is repaid or prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrower Obligors shall not repay or prepay all or any part of the Loans or cancel reduce all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under any Commitment that is reduced in accordance with this Agreement may be subsequently reinstated. (f) If the Agent receives a notice under this Clause 8 7 it shall promptly forward a copy of that notice to either the Borrower Company or the affected Lender, as appropriate. (g) If all or part of any Lender's participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment the Commitments (equal to the amount of the participation Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (g) (save in connection with any repayment or, as the case may be, prepayment under paragraph (c) of Clause ‎7.1 (Illegality) or paragraph (c), (g) or (h) of Clause 7.4 (Right of prepayment and cancellation in relation to a single Lender)) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and made, the amount of that cancellation or prepaymentprepayment and, if relevant, the part of the Loan to be prepaid or cancelled. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, and without premium or penalty. (c) Unless a contrary indication appears in this Agreement, No Borrower may reborrow any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The No Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Facility Agent receives a notice under this Clause 8 7 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to either the Borrower Borrowers or the affected LenderLenders, as appropriate. (g) If all or part of any Lender's participation in a the Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of that Lender's ▇▇▇▇▇tment ▇'s Commitment (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 Agreement shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, any part of the a Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrower Borrowers shall not repay or prepay all or any part of the Loans Utilisations or cancel all or any part of the Commitments Participations except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments Facilities cancelled under this Agreement may be subsequently reinstated. (f) If the Facility Agent receives a notice under this Clause 8 clause 11 it shall promptly forward a copy of that notice to either the Borrower Company or the affected Lender, as appropriate. (g) If all or part of any Lender's participation in Outstanding under a Loan Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))redrawing, an amount of that Lender's ▇▇▇▇▇tment the relevant Participation (equal to the Base Currency Amount of the amount of the participation Outstanding which is repaid or prepaid) in respect of that Facility will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (g) shall reduce the relevant Participations of the Lenders rateably under the relevant Facility.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penaltyand the prepayment fee payable in accordance with paragraph (c) of Clause 7.3 (Voluntary prepayment of Facility). (c) The Borrower may not reborrow any part of a Loan which is prepaid. (d) Unless a contrary indication appears in this Agreement, any part of the a Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (de) The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (ef) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (fg) If the Agent receives a notice under this Clause 8 7 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate. (gh) If all or part of any Lender's ’s participation in a Loan under a Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment ▇’s Commitment (equal to the amount of the participation which is repaid or prepaid) in respect of that Facility in will be deemed to be cancelled on the date of repayment or prepayment.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 ‎‎9 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break CostsCosts (if any) or any prepayment fees set out in this Agreement, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, any part of the a Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrower Company shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 ‎‎2.2 (Increase) and Clause 2.3 (Increase – Accordion Option), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Facility Agent receives a notice under this Clause 8 ‎‎9 it shall promptly forward a copy of that notice to either the Borrower Company or the affected Lender, as appropriate. (g) If all or part of any Lender's participation in a Loan under a Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 ‎‎4.2 (Further conditions precedent)), an amount of that Lender's L▇▇▇▇▇tment 's Commitment (equal to the Base Currency Amount of the amount of the participation which is repaid or prepaid) in respect of that Facility will be deemed to be cancelled on the date of repayment or prepayment. (h) The Company shall not cancel or reduce all or any part of a Lender's Revolving Facility Commitment unless it, at the same time, rateably cancels the applicable Swingline Commitment (if any) of that Lender or of any Related Lender of that Lender.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to together with any Break Costs, other amounts due under this Agreement and without premium or penalty. (c) Unless a contrary indication appears in this Agreement, The Cash Manager or Servicer (on behalf of the Issuer) may re-borrow any part of the Liquidity Facility which is repaid or prepaid or repaid may be reborrowed subject to the conditions for Liquidity Utilisation in accordance with the terms Clause 4 (Conditions of this AgreementLiquidity Utilisation) being met. (d) The Borrower Issuer shall not repay or prepay all or any part of the Liquidity Loans or cancel all or any part of the Commitments Liquidity Commitment except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments Liquidity Commitment cancelled under this Agreement may be subsequently reinstated. (f) If the Agent receives a notice under this Clause 8 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate. (g) If all or part of any Lender's participation in a Liquidity Loan is repaid or prepaid and is prior to the Final Liquidity Facility Maturity Date, the then Liquidity Commitment will (in the absence of a notice of cancellation by the Issuer) not available for redrawing be affected by such repayment or prepayment but (other than except to the extent expressly indicated otherwise in a cancellation notice issued under Clause 7.3 in relation to such repayment or prepayment) the Liquidity Available Commitment will increase by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment (equal to the amount of the participation which is Liquidity Loan repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

Restrictions. (a) 7.6.1 Any notice of cancellation or prepayment given by any Party under this Clause 8 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) 7.6.2 Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penaltyprepaid. (c) Unless a contrary indication appears in this Agreement, 7.6.3 The Borrowers may reborrow any part of the Facility which is voluntarily prepaid or repaid may (other than any prepayment pursuant to a Refinancing). Any voluntary prepayment made from the proceeds of a Refinancing shall prepay the Loan/s and all other Facility Outstandings in full, and the Commitment will be reborrowed in accordance with deemed to be cancelled on the terms date of this Agreementprepayment. (d) The 7.6.4 No Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments Available Facility except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no 7.6.5 No amount of the Total Commitments Available Facility cancelled under this Agreement may be subsequently reinstated. (f) If the Agent receives a notice under this Clause 8 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate. (g) 7.6.6 If all or part of any Lender's participation in a the Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))redrawing, an amount of that Lender's ▇▇▇▇▇tment the Commitment (equal to the amount of the participation Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) No Borrower may reborrow any part of Facility A1, Facility A2 or Facility B which is prepaid or repaid. (d) Unless a contrary indication appears in this Agreement, any part of the Facility C which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (de) The Borrower Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (ef) Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (fg) If the Agent receives a notice under this Clause 8 it shall promptly forward a copy of that notice to either the Borrower Company or the affected Lender, as appropriate. (gh) If all or part of any Lender's participation in a Loan under a Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment the Commitments (equal to the Base Currency Amount of the amount of the participation Loan which is repaid or prepaid) in respect of that Facility will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably under that Facility.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 11 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) No Borrower may reborrow any part of a Term Facility which is prepaid. (d) Unless a contrary indication appears in this Agreement, any part of the Revolving Credit Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (de) The Borrower Borrowers shall not repay or prepay all or any part of the Loans Utilisations or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (ef) Subject to Clause 2.2 2.3 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (fg) If the Agent receives a notice under this Clause 8 11 it shall promptly forward a copy of that notice to either the Borrower Parent or the affected Lender, as appropriate. (gh) If all or part of any Lender's participation in a Loan under a Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment the Commitments (equal to the Base Currency Amount of the amount of the participation Loan which is repaid or prepaid) in respect of that Facility will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably under that Facility.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, The Borrower(s) may not re-borrow any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrower Borrower(s) shall not repay or prepay all or any part of the Loans or cancel or reduce all or any part of the Commitments or Available Commitments of the Lenders except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 2.3 (Increase), no amount of the Total Commitments cancelled or reduced under this Agreement may be subsequently reinstated. (f) If the Agent receives a notice under this Clause 8 7 it shall promptly forward a copy of that notice to either the Borrower Borrower(s) or the affected Lender, as appropriate. (g) Any prepayment or repayment of a Loan or any part thereof (other than a prepayment or repayment pursuant to Clause 7.1 (Illegality) or Clause 7.4 (Right of repayment and cancellation in relation to a single Lender)) shall be applied pro rata to each Lender’s participation in that Loan. (h) If all or part of any Lender's ’s participation in a Loan is repaid or prepaid and is not available for redrawing (other than by reason of the operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment ▇’s Commitment (equal to the amount of the such ▇▇▇▇▇▇’s participation in such Loan which is so repaid or prepaid) will be deemed to be cancelled on the date of such repayment or prepayment.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break CostsCosts (other than in the case of prepayment under Clause 8.1 (Illegality) in respect of which no Break Costs shall be payable), without premium or penalty. (c) Unless a contrary indication appears in this Agreement, any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrower Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the an Agent receives a notice under this Clause 8 it shall promptly forward a copy of that notice to either the affected Borrower or the affected Lender, as appropriate. (g) If all or part of any Lender's participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment the Commitments (equal to the Base Currency Amount of the amount of the participation Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (f) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) 9.9.1 Any notice of cancellation or prepayment given by any Party under this Clause 8 9 (Prepayment and cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) 9.9.2 Any repayment or prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, any 9.9.3 Any part of the Facility Tranche C which is repaid or prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. No part of Tranche A or Tranche B which is repaid or prepaid may be reborrowed. (d) 9.9.4 The Borrower shall not repay or prepay all or any part of the Loans Utilisations or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) 9.9.5 Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) 9.9.6 If the Facility Agent receives a notice under this Clause 8 9 (Prepayment and cancellation) it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate. (g) If all 9.9.7 Subject to Clause 30.3.1(G)(Hedging Banks), upon the repayment or part prepayment of any Lender's participation Loan or any cancellation of any Commitments for any reason, the Facility Agent, the Borrower and any Hedging Bank that is a party to any Secured Hedging Agreement (or Hedging Transaction thereunder) relating, in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))each case, an amount of that Lender's ▇▇▇▇▇tment (equal to the amount Borrower's interest rate exposure under this Agreement shall consult in good faith with a view to amending the terms of such Secured Hedging Agreement and/or transaction to reflect any change in the participation which is repaid Borrower's interest rate exposure under this Agreement arising as a result of such repayment, prepayment or prepaid) will be deemed cancellation. Any amendments to any Secured Hedging Agreement and/or transaction under a Hedging Agreement to be cancelled on effected pursuant to this Clause 9.9.7 shall be effected at the date of repayment or prepayment.Borrower's sole cost and expense. Index

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 9 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this AgreementAgreement (including, for the avoidance of doubt, under Clause 9.7 (Application of mandatory prepayments)), any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrower Borrowers shall not repay or prepay all or any part of the Loans Utilisations or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 2.3 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Agent receives a notice under this Clause 8 9 it shall promptly forward a copy of that notice to either the Borrower Company or the affected Lender, as appropriate. (g) If all or part of any Lender's ’s participation in a Loan Utilisation is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment the Commitments (equal to the Base Currency Amount of the amount of the participation Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph g) shall reduce the Commitments of the Lenders rateably. 10.1 Calculation of interest a) The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable: (i) Margin; and

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrower Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Agent receives a notice under this Clause 8 7 it shall promptly forward a copy of that notice to either the Borrower Company or the affected Lender, as appropriate. (g) If all or part of any Lender's participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment the Commitments (equal to the Base Currency Amount of the amount of the participation Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (g) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 (Prepayment and cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break CostsCosts and Swap Break Costs (if any), without premium or penalty. (c) Unless a contrary indication appears in this Agreement, The Borrower may not reborrow any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Agent receives a notice under this Clause 8 7 (Prepayment and cancellation) it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate. (g) If all or part of any Lender's ’s participation in a the Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of that Lender's ▇▇▇▇▇tment ’s Commitment (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

Restrictions. (a) Any notice of cancellation cancellation, prepayment or prepayment replacement given by any Party under this Clause 8 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrower Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Facility Agent receives a notice under this Clause 8 it shall promptly forward a copy of that notice to either the Borrower Company or the affected Lender, as appropriate. (g) If all or part of any Lender's participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment the Commitments (equal to the Base Currency Amount of the amount of the participation Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (g) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and made, the amount of that cancellation or prepaymentprepayment and, if relevant, the part of the Loan to be prepaid or cancelled. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and amounts (if any) payable under the Hedging Agreements in connection with that prepayment and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, The Borrower may not reborrow any part of the a Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrower may not utilise the Commercial Facility to make a prepayment all or any part of a Loan. (e) The Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (ef) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (fg) If the Facility Agent receives a notice under this Clause 8 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to either the Borrower or the affected LenderLenders and/or Hedge Counterparties, as appropriate. (gh) If all or part of any Lender's participation in a Loan an Advance is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment ▇'s Commitment (equal to the amount of the participation which is repaid or prepaid) in respect of the relevant Facility or Tranche will be deemed to be cancelled on the date of repayment or prepayment.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 (Prepayment and cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any partial prepayment under this Agreement (except voluntary prepayments) shall be applied in inverse order of maturity firstly against the balloon and then the remaining repayments instalments. (c) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penaltyCosts and Prepayment Cost (d) Any cancellation under this Agreement shall be made together with any Prepayment Cost. (ce) Unless a contrary indication appears in this Agreement, The Borrower may not re-borrow any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (df) The Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (eg) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (fh) If the Agent receives a notice under this Clause 8 7 (Prepayment and cancellation) it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate. (gi) If all or part of any Lender's participation in a the Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))redrawing, an amount of that Lender's ▇▇▇▇▇tment the Commitments (equal to the amount of the participation Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders proportionately.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 clause 9 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) The Company may not reborrow any part of a Term Facility which is prepaid. (d) Unless a contrary indication appears in this Agreement, any part of the Revolving Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (de) The No Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (ef) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (fg) If the Agent receives a notice under this Clause clause 8 it shall promptly forward a copy of that notice to either the Borrower Company or the affected Lender, as appropriate. (gh) If all or part of any Lender's participation in a Loan under a Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment ▇'s Commitment (equal to the Base Currency Amount of the amount of the participation which is repaid or prepaid) in respect of that Facility will be deemed to be cancelled on the date of repayment or prepayment.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, The Borrower may not reborrow any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrower Borrowers shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Agent receives a notice under this Clause 8 7 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate. (g) If Clause 7.4 (Mandatory Prepayment of Proceeds) shall not apply to the extent that it would be unlawful to do so, provided that the Borrower has (and it shall procure that the relevant member(s) of the Group have) used all or part of any Lender's participation reasonable endeavours to: (i) avoid such unlawfulness and to pay such Net Proceeds into an account which is subject to security, in a Loan is repaid or prepaid form and is not available for redrawing substance satisfactory to the Security Agent (other than by operation of Clause 4.2 (Further conditions precedent)acting reasonably), in favour of the Lenders to secure all of the obligations of the Obligors under the Finance Documents; and (ii) facilitate cash movement within the Group (taking into account the need for cash resources of relevant members of the Group) to enable an amount of that Lender's ▇▇▇▇▇tment (equal to the amount of the participation which is repaid or prepaid) will be deemed prepayment to be cancelled on made, until the date of repayment or prepaymentrelevant unlawfulness no longer applies.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 7 or under Clause 8 (Mandatory Prepayment) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, The Borrower may not re-borrow any part of the any Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrower shall not repay or prepay all or any part of the Loans or cancel or reduce all or any part of the Commitments or Available Commitments of the Lenders except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no amount If any Commitment of the Total Commitments any Lender is cancelled or reduced under this Agreement Agreement, such Commitment so cancelled or reduced may not be subsequently reinstated. (f) If the Facility Agent receives a notice under this Clause 7 or under Clause 8 (Mandatory Prepayment) it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate. (g) Any prepayment or repayment of a Loan or any part thereof (other than a prepayment or repayment pursuant to Clause 7.1 (Illegality) or Clause 7.4 (Right of repayment and cancellation in relation to a single Lender)) shall be applied pro rata to each Lender’s participation in that Loan. (h) If all or part of any Lender's ’s participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of that Lender's ▇▇▇▇▇tment ’s Commitment (equal to the amount of the such Lender’s participation in such Loan which is so repaid or prepaid) will be deemed to be cancelled on the date of such repayment or prepaymentprepayment (unless such cancellation of such Lender’s Commitment on account of such repayment or prepayment has already been made pursuant to any other provision of this Agreement).

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 9 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) No Borrower may reborrow any part of a Term Facility that is prepaid. (d) Unless a contrary indication appears in this Agreement, any part of the Revolving Credit Facility which that is prepaid or repaid (other than pursuant to Clause 9.6 (Application of Prepayments)) may be reborrowed in accordance with the terms of this Agreement. (de) The Borrower Borrowers shall not repay or prepay all or any part of the Loans Loans, reduce the liabilities of the Issuing Banks and/or Fronting Banks or provide Cash Collateral in respect of the Letter of Credit, and the Company shall not cancel all or any part of the Commitments Commitments, except at the times and in the manner expressly provided for in this Agreement. (ef) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (fg) If the Facility Agent receives a notice under this Clause 8 9 it shall promptly forward a copy of that notice to either the Borrower Company or the affected Lender, as appropriate. (gh) If all Any reduction or part cancellation of any Lender's participation in a Loan is repaid or prepaid and is not available for redrawing (other than Term Facility A Commitment, a Term Facility B Commitment, the Term Facility C Commitment or, as the case may be, a Revolving Credit Facility Commitment under this Clause 9 shall reduce the Total Term Facility A Commitments, the Total Term Facility B Commitments, the Total Term Facility C Commitment or, as the case may be, Total Revolving Credit Facility Commitments by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment (equal to the amount of the participation which is repaid such reduction or prepaid) will be deemed to be cancelled on the date of repayment or prepaymentcancellation.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penaltypenalty except as stated in paragraph (c) below. (c) Where any prepayment or cancellation of all or any part of the Loans or the Facilities other than in the circumstances contemplated in Clause 8.1 or 8.2 is made pursuant to, in contemplation of or otherwise in connection with a refinancing of the Facilities (or part of them) by any bank or financial institution other than the Lenders, the Company shall promptly on demand by the Agent pay the Agent on account of the Lenders a prepayment fee equal to one per cent (1%) of the amount prepaid or cancelled on the Business Day immediately prior to such prepayment or cancellation provided that the foregoing prepayment fee shall not be payable if (first) the refinancing is pursuant to a larger fundraising exercise or transaction (whether or not involving the acquisition of companies or businesses from third parties) which does not have as one of its principal purposes the refinancing of these Facilities and (second) the Lenders having been timeously supplied with all relevant information and been given an opportunity to conduct all reasonable due diligence have declined to participate in such refinancing on the same financial terms and very substantially the same non-financial terms as those under which it proceeds. (d) No Borrower may reborrow any part of Facility A which is prepaid. (e) Unless a contrary indication appears in this Agreement, any part of the Facility B which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (df) The Borrower Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (eg) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (fh) If the Agent receives a notice under this Clause 8 it shall promptly forward a copy of that notice to either the Borrower Company or the affected Lender, as appropriate. (g) If all or part of any Lender's participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, and subject to any Break Costs, Costs and any prepayment and cancellation fees payable pursuant to Clause 10.4 (Prepayment and cancellation fee) without premium or penalty. (c) Unless a contrary indication appears in this Agreement, The Borrower may not reborrow any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrower shall not repay or prepay all or any part of the Loans or and the Borrower shall not cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Mezzanine Agent receives a notice under this Clause 8 7 it shall promptly as soon as reasonably practicable forward a copy of that notice to either the Borrower or the affected LenderLenders, as appropriate. (g) If all or part of any Lender's ’s participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of that Lender's ▇▇▇▇▇tment ’s Commitment (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. (h) Any prepayment of a Loan (other than a prepayment to a single Lender pursuant to Clause 7.1 (Illegality), paragraph (a)(ii) of Clause 7.2 (Mandatory prepayment — general) or Clause 7.7 (Right of repayment and cancellation in relation to a single Lender)) shall be applied pro rata to each Lender’s participation in that Loan.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 9 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break CostsCosts (if any) and any amount due under any Hedging Agreement (including any Hedging Termination Payments), without additional premium or penalty. (c) The Borrower may not reborrow any part of a Term Loan Facility which is prepaid. (d) Unless a contrary indication appears in this Agreement, any part of the Facility C which is repaid or prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (de) The Borrower shall not repay or prepay all or any part of the Loans Utilisations or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (ef) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (fg) If the Agent receives a notice under this Clause 8 9 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate. (gh) If all or part of any Lender's ’s participation in a Term Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of that Lender's ▇▇▇▇▇tment ▇’s Commitment (equal to the amount of the participation which is repaid or prepaid) in the relevant Facility will be deemed to be cancelled on the date of repayment or prepayment. (i) If the making of any mandatory prepayment under Clause 9.1(b) (Illegality in relation to WCF Lender) (a Partial Mandatory Prepayment) would result in a payment (a Hedge Reduction Payment) becoming due to any Hedge Counterparty pursuant to the Hedging Policy, the amount of that Partial Mandatory Prepayment will be reduced so that the aggregate of: (i) the reduced Partial Mandatory Prepayment; and (ii) each Hedge Reduction Payment which would result from that reduced Mandatory Payment, is equal to the amount of the original Partial Mandatory Prepayment prior to such reduction.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) No Borrower may reborrow any part of Facility C which is prepaid. (d) Unless a contrary indication appears in this Agreement, any part of the Facility a Revolving Loan which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (de) The Borrower Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (ef) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (fg) If the Agent receives a notice under this Clause 8 it shall promptly forward a copy of that notice to either the Borrower Borrowers or the affected Lender, as appropriate. (gh) If all or part of any Lender's participation in a Loan under a Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment the Commitments (equal to the Base Currency Amount of the amount of the participation Loan which is repaid or prepaid) in respect of that Facility will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (h) shall reduce the Commitments of the Lenders rateably under that Facility.

Restrictions. Subject to clause 4.4 (Periodic review): (a) Any any notice of cancellation or prepayment given by any Party under this Clause 8 clause 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.; (b) Any any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, if the prepayment is made otherwise than on the last day of the relevant Interest Period, subject to any Break Break-Funding Costs, without premium or penalty.; (c) Unless unless a contrary indication appears in this Agreement, any part of the Facility which is prepaid or repaid may be reborrowed re-borrowed in accordance with the terms of this Agreement.; (d) The the Borrower shall not repay or prepay all or any part of the Loans a Loan or cancel all or any part of the Commitments Facility Amount except at the times and in the manner expressly provided for in this Agreement.; (e) Subject to Clause 2.2 (Increase), no amount of the Total Commitments Facility Amount cancelled under this Agreement may be subsequently reinstated.; and (f) If the Agent receives a notice under this Clause 8 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate. (g) If if all or part of any Lender's participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment the Facility Amount (equal to the amount of the participation which is repaid or prepaid) will be deemed to shall, upon the Lender notifying the Borrower, be cancelled on the date of repayment or prepayment.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 (Prepayment)) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs payable pursuant to Clause 13.4 (Break Costs, without premium or penalty). (c) Unless a contrary indication appears in this Agreement, any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrower shall not repay or prepay all or any part of the Loans Advance or cancel all or any part of the Commitments Loan Commitment except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (fd) If the Agent Lender receives a notice under this Clause 8 (Prepayment) it shall promptly forward a copy of that notice to either the Borrower or the affected LenderLender or Lenders, as appropriate. (ga) If all The Lender shall determine the Borrowing Base, Market Value and other matters required for the purposes of Clause 8 (Prepayment): (i) in relation to a proposed Utilisation, on the date of the related Utilisation Request; (ii) in relation to any mandatory prepayment pursuant to the Prepayment Clauses; (iii) at any other time on a Business Day which is deemed appropriate or part desirable by the Lender in its sole but good faith discretion; and (iv) on the occurrence and continuance of any Lender's participation in a Loan is repaid Default. (b) Promptly following any such determination under paragraph (a) above, the Lender shall notify the Borrower of such calculations the Lenders of the Market Value of any Asset or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment (equal to the amount of the participation Borrowing Base. (c) The Lender will provide the Borrower and the Sponsor and the Lenders with the Lender's calculation of the amounts referred to in paragraph (a) above, which is repaid or prepaid) will calculations shall be deemed to be cancelled conclusive and binding on the date parties hereto as to the matters set out therein; provided that any failure by the Lender to make the calculations or provide the information under this Clause 9 (Determinations) shall not affect any obligation of repayment or prepaymentany Borrower under the Finance Documents.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrower Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase) and Clause 2.3 (Increase – Accordion Option), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Agent receives a notice under this Clause 8 7, it shall promptly forward a copy of that notice to either the Borrower Company or the affected Lender, as appropriate. (g) If all or part of any Lender's participation in a Loan under the Facility is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment the Commitments (equal to the amount of the participation Loan which is repaid or prepaid) in respect of the Facility will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (g) shall reduce the Commitments of the Lenders rateably under the Facility.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, The Borrower may not re-borrow any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrower shall not repay or prepay all or any part of the Loans or cancel or reduce all or any part of the Commitments or Available Commitments of the Lenders except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 2.3 (Increase), no amount of the Total Commitments cancelled or reduced under this Agreement may be subsequently reinstated. (f) If the Agent receives a notice under this Clause 8 7 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate. (g) Any prepayment or repayment of a Loan or any part thereof (other than a prepayment or repayment pursuant to Clause 7.1 (Illegality) or Clause 7.4 (Right of repayment and cancellation in relation to a single Lender)) shall be applied pro rata to each Lender’s participation in that Loan. (h) If all or part of any Lender's ’s participation in a Loan is repaid or prepaid and is not available for redrawing (other than by reason of the operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment ▇’s Commitment (equal to the amount of the such ▇▇▇▇▇▇’s participation in such Loan which is so repaid or prepaid) will be deemed to be cancelled on the date of such repayment or prepayment.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement Agreement, including but not limited to Clause 7.2 (Change of control), shall be made together with accrued interest on the amount prepaid and, subject to any Break CostsCosts and Prepayment Fees, without premium or penaltypenalty (other than the KEXIM Prepayment Fee (subject to the provisions of Clause 11.3 (KEXIM Prepayment Fee))). (c) Unless a contrary indication appears in this Agreement, The Borrower may not reborrow any part of the Delivery Term Facility or the New Term Facility which is repaid or prepaid or repaid may be reborrowed in accordance with the terms of under this Agreement. (d) The Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Administrative Agent receives a notice under this Clause 8 7 it shall promptly forward a copy of that notice to either the Borrower or the affected LenderLender or Lenders, as appropriate. (g) If all the Total Commitments are partially reduced under this Agreement other than under Clause 7.1 (Illegality) and Clause 7.9 (Right of replacement or part cancellation and prepayment in relation to a single Lender), the Commitments of the Lenders shall be reduced ratably. (h) Any prepayment under this Agreement shall be made together with payment to a Swap Bank of any Lender's participation in amount falling due to the relevant Swap Bank under a Loan is repaid Hedging Contract as a result of the termination or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount close out of that Lender's ▇▇▇▇▇tment Hedging Contract or any Hedging Transaction under it in accordance with Clause 27.3 (equal Unwinding of Hedging Contracts) in relation to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.that

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, The Borrower may not reborrow any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or reduce any part of the Commitments Commitment except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase)If any Commitment is reduced in accordance with this Agreement, no the amount of the Total Commitments cancelled under this Agreement such reduction may not be subsequently reinstated. (f) If the Agent receives a notice under this Clause 8 7 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate. (g) If all or part of any Lender's participation in a the Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))redrawing, an amount of that Lender's ▇▇▇▇▇tment the Commitments (equal to the amount of the participation Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (g) (save in connection with any repayment or, as the case may be, prepayment under paragraph (c) of Clause 7.1 (Illegality), Clause 7.2 ( Mandatory prepayment on change of control or share ownership) or paragraph (c) of Clause 7.7 (Right of prepayment and cancellation in relation to a single Lender)) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 9 shall be irrevocable andand the relevant Party shall be bound, unless to the extent this Agreement permits, to prepay or repay in accordance with that notice. Unless a contrary indication appears in this Agreement, the notice shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest to the date of actual payment on the amount prepaid and, subject and any other sums then due and payable to the Finance Parties under this Agreement (including any Break Costs, without premium or penaltyadditional amount payable under Clause 16.2 (Miscellaneous indemnities)). (c) Unless a contrary indication appears in this Agreement, No mandatory or involuntary prepayment of any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementredrawn or reborrowed. (d) The Any mandatory or involuntary prepayment of the Facilities shall be applied first against amounts outstanding under the Revolving Facility and thereafter against amounts outstanding under the Domestic Facility. (e) Any mandatory or involuntary cancellation of the Facilities shall be applied first against the Revolving Facility and thereafter against the Domestic Facility. (f) No Borrower shall not repay or prepay all or any part of the Loans Utilisations or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (eg) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (fh) If the Agent receives a notice under this Clause 8 9, it shall promptly forward a copy of that notice to either the Borrower Parent or the affected LenderCreditor, as appropriate. (g) If all or part of any Lender's participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

Restrictions. (a) Any notice of cancellation or and/or prepayment given by any Party under this Clause 8 9 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment provided that a notice of cancellation under Clause 9.6 (Voluntary cancellation) and/or a notice of prepayment under Clause 9.7 (Voluntary prepayment) may be conditional and may be revoked by the Company by giving notice to the Agent at least one Business Day prior to the specified date of prepayment and/or cancellation, provided that the Company shall within 5 Business Days’ of written notice from the Agent pay any Lender in respect, and in the amount, of such Lenders’ Break Costs as specified in such notice should such voluntary cancellation and/or prepayment not occur on the date specified in the notice of cancellation and/or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, The Borrower may not reborrow any part of the Facility which is prepaid repaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrower shall not repay or prepay all or any part of the Loans a Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Agent receives a notice under this Clause 8 9 it shall promptly forward a copy of that notice to either the Borrower Obligors’ Agent or the affected Lender, as appropriate. (g) If all or part of any Lender's participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and made, the amount of that cancellation or prepaymentprepayment and, if relevant, the part of the Loan to be prepaid or cancelled. (b) Any prepayment or cancellation under this Agreement shall be made together with accrued interest on the amount prepaid in connection with that prepayment and, subject to the fee provided for in Clause 11.3 (Prepayment and cancellation fee) and any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, No Borrower may reborrow any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The No Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Facility Agent receives a notice under this Clause 8 7 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to either the Borrower Borrowers or the affected Lender, as appropriate. (g) If all or part of any Lender's ’s participation in a the Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of that Lender's ▇▇▇▇▇tment ’s Commitment (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break CostsCosts (if any), without premium or penalty. (c) Unless a contrary indication appears in this Agreement, any part of the Facility A or Facility B which is prepaid or repaid may not be reborrowed re-borrowed in accordance with the terms of this Agreement. (d) The No Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Facility Agent receives a notice under this Clause 8 it shall promptly forward a copy of that notice to either the relevant Borrower or the affected LenderLenders, as appropriate. (g) If all On the prepayment or part repayment of any Lender's participation principal amount to a Lender in a Loan is repaid or prepaid and is not available for redrawing (other than by operation accordance with the terms of Clause 4.2 (Further conditions precedent))this Agreement, an amount the Commitment of that Lender's ▇▇▇▇▇tment (equal to the amount of the participation which is repaid or prepaid) Lender will be deemed to be automatically cancelled on the date by a corresponding amount as a result of repayment that prepayment or prepaymentrepayment.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break CostsPrepayment Fee, without premium or penalty. Any cancellation of any part of the Total Commitments pursuant to clause 7.3 (Voluntary Cancellation) under this Agreement shall be without premium or penalty. (c) Unless a contrary indication appears in this Agreement, any Any part of the Facility which is prepaid or repaid may not be reborrowed in accordance with the terms of this Agreementreborrowed. (d) The Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Agent receives a notice under this Clause 8 clause 7 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate. (g) If all or part of any Lender's participation in the Total Commitments are partially reduced and as a result the Loan is repaid or partially prepaid and is not available for redrawing under this Agreement (other than by operation under clause 7.1 (Illegality) or clause 7.5 (Right of Clause 4.2 replacement or cancellation and prepayment in relation to a single Lender) or clause 7.6 (Further conditions precedentSale or Total Loss)), an amount of that Lender's ▇▇▇▇▇tment (equal to ) the amount Commitments of the participation which is repaid or prepaid) will Lenders shall be deemed to be cancelled on reduced rateably for the date of repayment or prepaymentFacility and each Tranche.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 (Payment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and amounts (if any) payable under the Hedging Agreements in connection with that prepayment and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, any part of the Revolving Facility or an Accordion Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The No Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Facility Agent receives a notice under this Clause 8 (Payment and Cancellation) it shall promptly forward a copy of that notice to either the Borrower Borrowers or the affected LenderLenders and/or Hedge Counterparties, as appropriate.. 62 ‌ EUROPE/75083879v5 (g) If all or part of any Lender's participation in a the Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment ▇'s Commitment (equal to the amount of the participation which is repaid or prepaid) in respect of the relevant Facility will be deemed to be cancelled on the date of repayment or prepayment.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.. *** Certain confidential information contained in this document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 22 (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, The Borrower may not reborrow any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrower shall not repay or prepay all or any part of the Loans any Loan or cancel all or reduce any part of the Commitments Commitment except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase)If any Commitment is reduced in accordance with this Agreement, no the amount of the Total Commitments cancelled under this Agreement such reduction may not be subsequently reinstated. (f) If the Facility Agent receives a notice under this Clause 8 7 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate. (g) If all or part of any Lender's participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment the Commitments (equal to the amount of the participation Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.. Any cancellation under this paragraph (g) (save in connection with any repayment or, as the case may be, prepayment under paragraph (c) of Clause 7.1 (Illegality) or paragraph (c) of Clause 7.5 (Right of prepayment and cancellation in relation to a single Lender)) shall reduce the Commitments of the Lenders rateably. *** Certain confidential information contained in this document, marked by brackets, has been omitted and filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. 23

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrower Borrowers shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Agent receives a notice under this Clause 8 it shall promptly forward a copy of that notice to either the Borrower Company or the affected Lender, as appropriate. (g) If all or part of any Lender's participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment the Commitments (equal to the Base Currency Amount of the amount of the participation Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (g) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreement. (d) The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Agent receives a notice under this Clause 8 7 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriateall relevant Parties. (g) If all or part of any Lender's participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment the Commitments (equal to the amount of the participation Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (g) shall reduce the Commitments of the Lenders rateably. (h) If any part of the Facility is repaid or prepaid or any part of the Total Commitments is cancelled, the Borrower shall wholly or partly unwind any continuing Permitted Hedging Transactions so that their notional amount does not, and will not in the future, exceed the amount of the Loans.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, The Borrower may not reborrow any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrower shall not repay or prepay all or any part of the Loans any Loan or cancel all or reduce any part of the Commitments Commitment except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase)If any Commitment is reduced in accordance with this Agreement, no the amount of the Total Commitments cancelled under this Agreement such reduction may not be subsequently reinstated. (f) If the Agent receives a notice under this Clause 8 7 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate. (g) If all or part of any Lender's participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))redrawing, an amount of that Lender's ▇▇▇▇▇tment the Commitments (equal to the amount of the participation Loan which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (g) (save in connection with any repayment or, as the case may be, prepayment under paragraph (c) of Clause 7.1 (Illegality) or paragraph (c) of Clause 7.7 (Right of prepayment and cancellation in relation to a single Lender)) shall reduce the Commitments of the Lenders rateably.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and made, the amount of that cancellation or prepaymentprepayment and, if relevant, the part of the Loan to be prepaid or cancelled. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any fee provided for in Clause 11.3 (Cancellation fee) or Clause 11.4 (Prepayment fee) and any Break Costs, if and as applicable under this Agreement, without premium or penalty. (c) Unless a contrary indication appears in this Agreement, No Borrower may reborrow any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The No Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Facility Agent receives a notice under this Clause 8 7 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to either the Borrower or Borrowers and/or the affected LenderLenders, as appropriate. (g) If all or part of any Lender's participation in a the Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of that Lender's L▇▇▇▇▇tment 's Commitment (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and amounts (if any) payable under the Hedging Agreement in connection with that prepayment and, subject to any Break CostsCosts on a Repayment Date or Interest Payment Date, without premium or penalty. (c) Unless Any partial prepayment shall reduce in a contrary indication appears in this Agreement, manner selected by the Borrower the amount of each Repayment Instalment and/or the Balloon Instalment falling under after that repayment by an amount prepaid. (d) The Borrower may not reborrow any part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementcancelled. (de) The Borrower shall not repay or prepay all or any part of the Loans Loan or cancel all or any part of the Commitments Commitment except at the times and in the manner expressly provided for in this Agreement. (ef) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments Commitment cancelled under this Agreement may be subsequently reinstated. (f) If the Agent receives a notice under this Clause 8 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate. (g) If all or part of any Lender's participation in a Loan is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 10 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break CostsCosts (other than where prepayment occurs due to the operation of Clause 9.1 (Illegality) on a day which is not the last day of the relevant Interest Period), without any premium or penalty. (c) Any prepayment under this Agreement shall reduce the Loans in inverse order of maturity. (d) Unless a contrary indication appears in this Agreement, any no part of the Facility which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementreborrowed. (de) The Borrower shall not repay or prepay all or any part of the Loans Utilisations or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (ef) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (fg) If the Agent receives a notice under this Clause 8 10 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate. (gh) If all or part of any Lender's participation in a Loan Utilisation is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 5.2 (Further conditions precedent)), an amount of that Lender's ▇▇▇▇▇tment the Commitments (equal to the amount of the participation Utilisation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment. Any cancellation under this paragraph (g) shall reduce the Commitments of the Lenders rateably. (i) The Borrower may not exercise its right of voluntary prepayment or cancellation prior to Practical Completion of the relevant part of the Development unless it has first received confirmation from the Agent that the Agent is satisfied that, after the cancellation, the Borrower shall have adequate funding to achieve Practical Completion of the relevant part of the Development and to discharge its actual or contingent obligations under the Development Documents.‌

Restrictions. (a) Any notice of cancellation or prepayment given by any Party under this Clause 8 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. (b) Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty. For the avoidance of doubt, Break Costs shall only apply in the event of a voluntary prepayment of a Loan pursuant to this Clause 7 that is not made on a Repayment Date. (c) Unless a contrary indication appears in this Agreement, The Borrower may not re-borrow any part of the Facility a Tranche which is prepaid or repaid may be reborrowed in accordance with the terms of this Agreementprepaid. (d) The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement. (e) Subject to Clause 2.2 (Increase), no No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated. (f) If the Agent receives a notice under this Clause 8 7 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender, as appropriate. (g) If all or part of any Lender's ’s participation in a Loan under a Tranche is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent))prepaid, an amount of that Lender's ▇▇▇▇▇tment ▇’s Commitments (equal to the amount of the participation which is repaid or prepaid) in respect of that Tranche will be deemed to be cancelled on the date of repayment or prepayment.