Common use of Right of prepayment and cancellation Clause in Contracts

Right of prepayment and cancellation. If: (a) any Borrower is required to pay or is notified by any Lender in writing that it will be required to pay any amount to a Lender under Clause 11 (Taxes) or Clause 13 (Increased Costs); or (b) if circumstances exist such that a Borrower will be required to pay any amount to a Lender under Clause 11 (Taxes); or (c) any Lender notifies the Agent pursuant to Clause 9.1(c) (Interest rate for all Advances) that they incur Reserve Asset Costs of the type referred to under paragraph (b) of the definition thereof, Vodafone may, whilst (in the case of paragraphs (a) and (b) above) the circumstances giving rise or which will give rise to the requirement continue or, (in the case of paragraph (c) above) such Reserve Asset Costs are greater than zero, serve a notice of prepayment and cancellation on that Lender through the Agent. On the date falling five Business Days after the date of service of the notice: (i) each Borrower will prepay the participations of that Lender in all outstanding Advances made to that Borrower; and (ii) the Lender’s Commitments shall be permanently cancelled on the date of service of the notice. (d) If any Lender becomes a Defaulting Lender, Vodafone may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent five Business Days’ notice of cancellation of each Available Commitment of that Lender. (e) On the notice referred to in paragraph (d) above becoming effective, each Available Commitment of the Defaulting Lender shall immediately be reduced to zero. (f) The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (e) above, notify all the Lenders.

Right of prepayment and cancellation. If: (a) any Borrower is required to pay or is notified by any Lender in writing that it will be required to pay any amount to a Lender under Clause 11 10 (Taxes) or Clause 13 12 (Increased Costs); or (b) if circumstances exist such that a Borrower will be required to pay any amount to a Lender under Clause 11 10 (Taxes); or (c) any Lender notifies the Agent pursuant to Clause 9.1(c8.1(c) (Interest rate for all Advances) that they incur Reserve Asset Costs of the type referred to under paragraph (b) of the definition thereof, Vodafone may, whilst (in the case of paragraphs (a) and (b) above) the circumstances giving rise or which will give rise to the requirement continue or, (in the case of paragraph (c) above) such Reserve Asset Costs are greater than zero, serve a notice of prepayment and cancellation on that Lender through the Agent. On the date falling five Business Days after the date of service of the notice: (i) each Borrower will prepay the participations of that Lender in all outstanding Advances made to that Borrower; and (ii) the Lender’s Commitments shall be permanently cancelled on the date of service of the notice. (d) If any Lender becomes a Defaulting Lender, Vodafone may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent five 5 Business Days’ , notice of cancellation of each Available Commitment of that Lender. (e) On the notice referred to in paragraph (d) above becoming effective, each Available Commitment of the Defaulting Lender shall immediately be reduced to zero. (f) The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (e) above, notify all the Lenders.

Right of prepayment and cancellation. in relation to the Lender (a) If: (ai) any Borrower sum payable to the Lender by an Obligor is required to pay or is notified by any Lender in writing that it will be required to pay any amount to a Lender increased under Clause 11 11.2(a) (TaxesTax Gross-up) or the Lender claims indemnification from the Borrower under Clause 13 11.3 (Tax Indemnity), where that increase or that indemnification payment is greater than what would have been required had such amount been paid, or the liability underlying such claim arisen, on the date of this Agreement; or (ii) the Lender claims indemnification from the Borrower under Clause 12.1 (Increased Costs); or, the Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Lender written notice of cancellation of the Commitment and its intention to procure the prepayment of the Loans. (b) if circumstances exist such that On the Lender’s receipt of a Borrower will notice of cancellation referred to in paragraph (a) above, the Available Commitments shall be required immediately cancelled and reduced to pay any amount to a Lender under Clause 11 (Taxes); orzero. (c) any Lender notifies On the Agent pursuant to Clause 9.1(c) (last day of each Interest rate for all Advances) that they incur Reserve Asset Costs Period which ends after the Borrower has given notice of the type referred to cancellation under paragraph (b) of the definition thereof, Vodafone may, whilst (in the case of paragraphs (a) and above (b) above) the circumstances giving rise or which will give rise to the requirement continue or, (in the case of paragraph (c) above) such Reserve Asset Costs are greater than zeroif earlier, serve a notice of prepayment and cancellation on that Lender through the Agent. On the date falling specified by the Borrower in that notice which shall be a date not less than five Business Days after the date of service receipt by the Lender of that notice), the notice: (i) each Borrower will shall prepay the participations of that Lender in all outstanding Advances made to that Borrower; and (ii) Loans and the Lender’s corresponding Commitments shall be permanently immediately cancelled on in the date of service amount of the noticeLoans prepaid. (d) If any Lender becomes a Defaulting Lender, Vodafone may, at any time whilst the Lender continues to be a Defaulting Lender, give the Agent five Business Days’ notice of cancellation of each Available Commitment of that Lender. (e) On the notice referred to in paragraph (d) above becoming effective, each Available Commitment of the Defaulting Lender shall immediately be reduced to zero. (f) The Agent shall as soon as practicable after receipt of a notice referred to in paragraph (e) above, notify all the Lenders.