Common use of Cancellation and Prepayment Clause in Contracts

Cancellation and Prepayment. 11.01 The amount of the Available Tranche B Commitments shall be reduced to the amount outstanding under Tranche B as at close of business on the date of expiry of the Availability Period on such date. 11.02 The Borrower may, by giving to the Agent not less than thirty business days' prior notice to that effect, cancel the whole or any part (being an amount or integral multiple of Two Hundred and Fifty Thousand Pounds (£250,000) of any of the Available Tranche B Facility. Any such cancellation shall reduce the Available Tranche B Commitment. 11.03 The Borrower may, if it has given to the Agent not less than thirty days' prior written notice to that effect, prepay the whole or any part of any Advance of Tranche A or Tranche B (as applicable) made to it (being in the case of an Advance under Tranche A an amount or integral multiple of Two Million Pounds (£2,000,000) or in the case of an Advance under Tranche B an amount or integral multiple or Two Hundred and Fifty Thousand Pounds (£250,000) or the balance of the amount of Tranche A or Tranche B (as applicable) outstanding under this Agreement). 11.04 Any notice of cancellation or prepayment given by the Borrower pursuant to Clauses 11.02 or 11.03 shall be irrevocable, shall specify the date upon which such cancellation or prepayment is to be made and in the case of a notice of prepayment shall oblige the Borrower to make such prepayment on such date. 11.05 On receipt by any member of the Group of any Net Proceeds the Borrower shall procure that an amount equal to such Net Proceeds shall forthwith be applied in prepaying Advances under the Facility. 11.06 The Borrower shall not repay or prepay all or any part of any Advance except at the times and in the manner expressly provided for in this Agreement and, except at the times and in the manner provided for in this Agreement, shall not be entitled to re-borrow any amount repaid or prepaid. Any prepayments shall be made together with accrued interest thereon and all other amounts payable under this Agreement in relation to the amount prepaid calculated up to the date of prepayment. 11.07 The Borrower shall prepay all amounts outstanding under this Agreement (and the amount of the Commitments will be reduced to nil) on the occurrence of a Change of Control. 11.08 Any prepayment or cancellation in accordance with the terms of this Clause 11 shall be without any premium or fee except for any breakage costs payable to the Lenders pursuant to Clause 22.04 except that (subject to Clause 32.04) where any prepayment or cancellation is made pursuant to, in contemplation of or otherwise in connection with a refinancing of the Facility by any person other than the Lenders, the Borrower shall on the date of prepayment pay the Agent for account of the Lenders a prepayment fee equal to zero point five per cent. (0.5%) of the amount prepaid and/or cancelled on the business day immediately prior to such prepayment or cancellation. 11.09 Where any amount to be prepaid under Clause 11.05 is received by the Agent during an Interest Period, the Agent will (subject to the terms of Clause 11.11) retain such amount in a Security Account until the end of such Interest Period and will apply such amount against the relevant Advance on the expiry of such Interest Period. 11.10 Sums held by the Agent under Clause 11.09 will be placed in a Security Account pending application against the relevant Advance and the interest earned on such account will be applied by the Agent towards the interest due in respect of the relevant Advance at the time the amount is applied in prepayment of such Advance. The rate of interest payable on such account will be the best commercial deposit rate payable by the Agent for sums equivalent to the amount credited to the Security Account for the anticipated duration of the deposit. 11.11 The Borrower may by written notice to the Agent require that any Interest Period be broken and that the proceeds arising under Clause 11.05 be applied immediately towards prepayment of the relevant Advance subject to payment of any breakage costs thereby incurred by the Lenders.

Cancellation and Prepayment. 11.01 The amount of the Available Tranche B Commitments shall be reduced to the amount outstanding under Tranche B as at close of business on the date of expiry of the Availability Period on such date. 11.02 The Borrower may, by giving to the Agent not less than thirty business days' prior notice to that effect, cancel the whole or any part (being an amount or integral multiple of Two Hundred and Fifty Thousand Pounds (£250,000USD 5,000,000) of any of the Available Tranche B Facility. Any ; any such cancellation shall reduce the Available Tranche B Commitment. 11.03 Commitments of the Banks rateably. The Borrower maymay prepay the whole or any part (being an amount or integral multiple of USD 5,000,000) of any Advance on any Interest Payment Date relating to such Advance, if provided that it has given to the Agent not less than thirty days' prior written notice to that effect, prepay the whole or any part of any Advance of Tranche A or Tranche B (as applicable) made to it (being in the case of an Advance under Tranche A an amount or integral multiple of Two Million Pounds (£2,000,000) or in the case of an Advance under Tranche B an amount or integral multiple or Two Hundred and Fifty Thousand Pounds (£250,000) or the balance of the amount of Tranche A or Tranche B (as applicable) outstanding under this Agreement). 11.04 . Any notice of cancellation or prepayment given by the Borrower pursuant to Clauses 11.02 or 11.03 this Clause 9 shall be irrevocable, shall specify the date upon which amount of such cancellation or prepayment is (failing such specification, it shall be deemed to be made relate to the entire amount of all Advances) and in the case of a notice of prepayment shall oblige the Borrower to make such prepayment on such date. 11.05 On receipt by . If the Borrower is to make an additional payment to any member Bank under Clause 10.2, or if any Bank claims indemnification from the Borrower under Clause 10.3 or 11.1, the Borrower may within thirty days of being informed of such claim, and subject to the condition set out in Clause 18.3, give notice to the Agent that it elects to prepay, on a date which is not less than 10 days and not more than 90 days after the giving of such notice, such Bank's entire share of the Group Advances. Any notice of any Net Proceeds prepayment given by the Borrower pursuant to this Clause 9.3 shall procure that an amount equal be irrevocable, shall oblige the Borrower to prepay on such date the relevant Bank's share of the Advances together with accrued interest thereon and all other amounts owing to such Net Proceeds Bank hereunder, and shall forthwith be applied result in prepaying Advances under the Facility. 11.06 immediate cancellation of the Available Commitment of such Bank. The Borrower shall not repay or prepay all or any part of any Advance the Advances except at the times and in the manner expressly provided for in this Agreement and, except at the times and in the manner provided for in this Agreement, shall not be entitled to re-borrow reborrow any amount repaid or prepaidrepaid. Any prepayments shall be made together with accrued interest thereon and all other amounts payable under this Agreement in relation to the amount prepaid calculated up to the date of prepayment. 11.07 The Borrower shall prepay all amounts outstanding under this Agreement (and the amount of the Commitments will be reduced to nil) on the occurrence of a Change of Control. 11.08 Any prepayment or cancellation in accordance with the terms of Definitions In this Clause 11 shall be without any premium or fee except for any breakage costs payable to the Lenders pursuant to Clause 22.04 except that (subject to Clause 32.04) where any prepayment or cancellation is made pursuant to, in contemplation of or otherwise in connection with a refinancing of the Facility by any person other than the Lenders, the Borrower shall on the date of prepayment pay the Agent for account of the Lenders a prepayment fee equal to zero point five per cent. (0.5%) of the amount prepaid and/or cancelled on the business day immediately prior to such prepayment or cancellation. 11.09 Where any amount to be prepaid under Clause 11.05 is received by the Agent during an Interest Period, the Agent will (subject to the terms of Clause 11.11) retain such amount in a Security Account until the end of such Interest Period and will apply such amount against the relevant Advance on the expiry of such Interest Period. 11.10 Sums held by the Agent under Clause 11.09 will be placed in a Security Account pending application against the relevant Advance and the interest earned on such account will be applied by the Agent towards the interest due in respect of the relevant Advance at the time the amount is applied in prepayment of such Advance. The rate of interest payable on such account will be the best commercial deposit rate payable by the Agent for sums equivalent to the amount credited to the Security Account for the anticipated duration of the deposit. 11.11 The Borrower may by written notice to the Agent require that any Interest Period be broken and that the proceeds arising under Clause 11.05 be applied immediately towards prepayment of the relevant Advance subject to payment of any breakage costs thereby incurred by the Lenders.10:

Cancellation and Prepayment. 11.01 12.1 The amount of the Available Tranche B Commitments shall be reduced to the amount outstanding under Tranche B as Company may without penalty and at close of business on any time between (and including) the date of expiry of this Agreement and the Availability Period on such date. 11.02 The Borrower mayRepayment Date, by giving not less than ten business days’ irrevocable written notice to the Agent not less than thirty business days' prior notice (with a copy to that effectthe Swingline Agent), cancel the whole all or any part (being an amount or integral multiple a minimum of Two Hundred and Fifty Thousand Pounds (£250,000$10,000,000) of the undrawn Total Commitments which will not, on the date the notice of cancellation takes effect, be outstanding or requested in a current Advance Request. Such notice shall specify whether Tranche A, Tranche B or Tranche C is to be cancelled. 12.2 Upon any cancellation pursuant to Clause 12.1 above becoming effective, the Total Commitments shall be appropriately reduced. The Commitments will be reduced by an aggregate amount equal to the reduction of the Available Total Commitments and each Bank’s Commitment and its (or its affiliate’s) Swingline Commitment will be reduced in the same proportion except that (unless notice to the contrary is given by the Company) a Bank’s (or its affiliate’s) Swingline Commitment will not be reduced until such time as such Bank’s Tranche B Facility. Any such cancellation shall reduce the Available Tranche B A Commitment is equal to its (or its affiliate’s) Swingline Commitment. 11.03 12.3 The Borrower mayCompany may without penalty and at any time between (and including) the date of this Agreement and the date on which it would otherwise be repayable under Clause 9.1, if it has given by giving not less than ten business days’ irrevocable written notice to the Agent not less than thirty days' prior written notice (with a copy to that effectthe Swingline Agent), prepay the any Advance in whole or any in part (but if in part, being a minimum of any Advance of Tranche A $10,000,000 or Tranche B (as applicable) made to it (being the Equivalent Amount in the case Optional Currency in which it is denominated) together with accrued interest thereon in the currency in which the Advance is denominated and any amounts payable pursuant to Clause 13.1, Clause 15.1 or Clause 27.4 relating to the amount prepaid. 12.4 If the Company receives funds from a debt capital markets issue with a maturity of an Advance under Tranche A an amount greater than two years and the net proceeds of such issue (after expenses and commission) are US$100,000,000 or integral more then the Company shall use such funds (rounded down to the nearest multiple of Two Million Pounds (£2,000,000US$10,000,000) to prepay and cancel any Tranche C Advance on the earlier of: 12.4.1 the latest day of the current Interest Period for that Tranche C Advance; and 12.4.2 the date three months after the receipt of such funds. To the extent that the proceeds from such debt capital markets issue shall be more than any outstanding Tranche C Advance, or in if no Tranche C Advance is outstanding, the case Company shall cancel undrawn Tranche C Commitments of an Advance under Tranche B an amount or integral multiple or Two Hundred and Fifty Thousand Pounds (£250,000) or each Bank to the balance of extent the proceeds exceed the amount of the Tranche A C Advance prepaid (if any). The Commitment of each Bank will be cancelled rateably on the date specified for cancellation in this Clause 12.4. Back to Contents 12.5 If: 12.5.1 any sum payable to any Bank by the Company or Tranche B (as applicable) outstanding the Guarantor is required to be increased pursuant to Clause 13.1; or 12.5.2 any Bank claims indemnification from the Company under this Agreement)Clause 15.1, the Company may, whilst the circumstance giving rise to the requirement or indemnification continues, give the Agent notice of cancellation of the Commitment of that Bank and its intention to procure the repayment of that Bank’s participation in the Loan. On receipt of any such notice, the Commitment of that Bank shall immediately be reduced to zero and the Company shall repay that Bank’s participation in the Loan. 11.04 Any 12.6 Each notice of cancellation or prepayment given by the Borrower pursuant to Clauses 11.02 or 11.03 this Clause 12 shall be irrevocable, irrevocable and shall specify the date upon which such cancellation or prepayment is to be made and in the case of a notice of prepayment shall oblige the Borrower to make such prepayment on such datetake effect. 11.05 On receipt by any member 12.7 If the Term Out Option is not exercised, then on the day falling 364 days after the date of the Group of any Net Proceeds the Borrower shall procure that an amount equal to such Net Proceeds shall forthwith be applied in prepaying Advances under the Facility. 11.06 The Borrower shall not repay or prepay all or any part of any Advance except at the times and in the manner expressly provided for in this Agreement and, except at the times and in the manner provided for in this Agreement, shall not be entitled to re-borrow any amount repaid or prepaid. Any prepayments the Tranche C Commitment of each Bank shall be made together with accrued interest thereon cancelled and all other amounts payable under this Agreement in relation to on the amount prepaid calculated up to Repayment Date each Bank’s Commitment shall be cancelled. 12.8 If the Term Out Option is exercised, then on the day falling 364 days after the date of prepayment. 11.07 The Borrower this Agreement, the undrawn Tranche C Commitment of each Bank shall prepay all amounts outstanding under this Agreement (be cancelled and the amount of the Commitments will be reduced to nil) on the occurrence of a Change of Control. 11.08 Any prepayment or cancellation in accordance with the terms of this Clause 11 Repayment Date each Bank’s Commitment shall be cancelled (but without any premium or fee except for any breakage costs payable prejudice to the Lenders pursuant to Clause 22.04 except that (subject to Clause 32.04) where any prepayment or cancellation is made pursuant to, in contemplation of or otherwise in connection with a refinancing of the Facility by any person other than the Lenders, the Borrower shall on the date of prepayment pay the Agent for account of the Lenders a prepayment fee equal to zero point five per cent. (0.5%) of the amount prepaid and/or cancelled on the business day immediately prior to such prepayment or cancellation. 11.09 Where any amount to be prepaid under Clause 11.05 is received by the Agent during an Interest Period, the Agent will (subject to the terms operation of Clause 11.11) retain such amount in a Security Account until the end of such Interest Period and will apply such amount against the relevant Advance on the expiry of such Interest Period. 11.10 Sums held by the Agent under Clause 11.09 will be placed in a Security Account pending application against the relevant Advance and the interest earned on such account will be applied by the Agent towards the interest due in respect of the relevant Advance at the time the amount is applied in prepayment of such Advance10.6). The rate of interest payable on such account will be the best commercial deposit rate payable by the Agent for sums equivalent Back to the amount credited to the Security Account for the anticipated duration of the deposit. 11.11 The Borrower may by written notice to the Agent require that any Interest Period be broken and that the proceeds arising under Clause 11.05 be applied immediately towards prepayment of the relevant Advance subject to payment of any breakage costs thereby incurred by the Lenders.Contents Part 7

Cancellation and Prepayment. 11.01 The amount of the Available Tranche B Commitments shall be reduced to the amount outstanding under Tranche B as at close of business on the date of expiry of the Availability Period on such date. 11.02 11.1 The Borrower may, by giving to the Agent not less than thirty business days' prior notice to that effect, cancel the whole or any part (being an amount anount or integral multiple of Two Hundred and Fifty Thousand Pounds (£250,000$1,000,000) of any of the Available Tranche B Facility. Any such cancellation cancallation shall reduce the Available Tranche B CommitmentCommitments of the Banks rateably. 11.03 11.2 The Borrower may, if it has given to the Agent not less than thirty days' prior written notice to that effect, prepay the whole of any Advance or any part of any Advance of Tranche A or Tranche B (as applicable) made to it (being in the case of an Advance under Tranche A an amount or integral multiple of Two Million Pounds (£2,000,000$1,000,000) or in on the case last day of an any Interest Period relationg to that Advance under Tranche B an amount or integral multiple or Two Hundred and Fifty Thousand Pounds (£250,000) or which ends after the balance of the amount of Tranche A or Tranche B (as applicable) outstanding under this Agreement)Termination Date. 11.04 11.3 Any notice of cancellation or prepayment given by the Borrower pursuant to Clauses 11.02 Clause 11.1 or 11.03 11.2 shall be irrevocable, shall specify the date upon which such cancellation or prepayment is to be made and the amount of such cancellation or prepayment and, in the case of a notice of prepayment prepayment, shall oblige the Borrower to make such prepayment on such date. 11.05 On receipt by 11.4 If any member Bank claim indemnification from the Borrower under Clause 12.2 or Clause 14.1 and within thirty days thereafter the Agent receives from the Borrower at least fifteen days' prior notice (which shall be irrevocable) of the Group Borrower's intention to repay such Bank's share of any Net Proceeds the Loan, the Borrower shall procure that an amount equal on the last day of each of the then current Interest Periods repay such Bank's portion of the Advance to which such Net Proceeds shall forthwith be applied in prepaying Advances under the FacilityInterest Period relates. 11.06 11.5 A Bank for whole account a repayment is to be made under Clause 11.4 shall not be obliged to make any advances on or after the date which the Agent receives the Borrower's notice of its intention to repay such Bank's share of the Loans, on which date such Bank's Available Commitment shall be reduced to zero. 11.6 The Borrower shall not repay or prepay all or any part of any Advance the Loan except at the times and in the manner expressly provided for in this Agreement and, except at the times and in the manner provided for in this Agreement, shall not be entitled to re-borrow reborrow any amount repaid or prepaidrepaid. Any prepayments shall be made together with accrued interest thereon and all other amounts payable under this Agreement in relation to the amount prepaid calculated up to the date of prepayment11.1조는 대출 약정 금액의 감액에 관한 조항이다. 예시에서는 약정 금액의 전부 또는 일부를 감액할 수 있도록 하였는데, 그 경우 차주는 사전에 그 내용을 대리 은행에 통지하도록 하였다. 이와 같이 약정 금액이 감액되는 경우 각 대출 은행별 약정액은 애초 약정 금액의 비율에 따라 감액되며(11.4에 의한 감액은 예외임. 11.07 The Borrower shall prepay all amounts outstanding under this Agreement (and the amount of the Commitments will be reduced to nil) on the occurrence of a Change of Control약정 수수료(commitment fee)도 또한 이와 같이 줄어들게 된다. 11.08 Any prepayment or cancellation in accordance with the terms of this Clause 11 shall be without any premium or fee except for any breakage costs payable to the Lenders pursuant to Clause 22.04 except that (subject to Clause 32.04) where any prepayment or cancellation is made pursuant to, in contemplation of or otherwise in connection with a refinancing of the Facility by any person other than the Lenders, the Borrower shall on the date of prepayment pay the Agent for account of the Lenders a prepayment fee equal to zero point five per cent. (0.5%) of the amount prepaid and/or cancelled on the business day immediately prior to such prepayment or cancellation. 11.09 Where any amount to be prepaid under Clause 11.05 is received by the Agent during an Interest Period, the Agent will (subject to the terms of Clause 11.11) retain such amount in a Security Account until the end of such Interest Period and will apply such amount against the relevant Advance on the expiry of such Interest Period. 11.10 Sums held by the Agent under Clause 11.09 will be placed in a Security Account pending application against the relevant Advance and the interest earned on such account will be applied by the Agent towards the interest due in respect of the relevant Advance at the time the amount is applied in prepayment of such Advance. The rate of interest payable on such account will be the best commercial deposit rate payable by the Agent for sums equivalent to the amount credited to the Security Account for the anticipated duration of the deposit. 11.11 The Borrower may by written notice to the Agent require that any Interest Period be broken and that the proceeds arising under Clause 11.05 be applied immediately towards prepayment of the relevant Advance subject to payment of any breakage costs thereby incurred by the Lenders.

Cancellation and Prepayment. 11.01 The amount of the Available Tranche B Commitments shall be reduced to the amount outstanding under Tranche B as at close of business on the date of expiry of the Availability Period on such date. 11.02 11.1 The Borrower may, by giving to the Agent not less than thirty business days' ’ prior notice to that effect, cancel the whole or any part (being a minimum amount of £10,000,000 and an amount or integral multiple of Two Hundred and Fifty Thousand Pounds (£250,00010,000,000) of any of the Available Tranche B Facility. Any such cancellation shall reduce the Available Tranche B CommitmentCommitment of each Bank rateably and any amount so cancelled may not be reinstated. 11.03 The Borrower may, if it has given to the Agent not less than thirty days' prior written notice to that effect, prepay the whole or any part of any Advance of Tranche A or Tranche B (as applicable) made to it (being in the case of an Advance under Tranche A an amount or integral multiple of Two Million Pounds (£2,000,000) or in the case of an Advance under Tranche B an amount or integral multiple or Two Hundred and Fifty Thousand Pounds (£250,000) or the balance of the amount of Tranche A or Tranche B (as applicable) outstanding under this Agreement). 11.04 11.2 Any notice of cancellation or prepayment given by the Borrower pursuant to Clauses 11.02 or 11.03 Clause 11.1 shall be irrevocable, irrevocable and shall specify the date upon which such cancellation or prepayment is to be made and the amount of such cancellation. 11.3 If the Borrower becomes obliged to pay any tax or other amount for the account of any Bank under Clause 12.1 or if any Bank claims indemnification from the Borrower under Clause 12.2 or Clause 14.1, the Borrower may, within thirty days thereafter and by not less than five days’ prior notice to the Agent (which notice shall be irrevocable), either: 11.3.1 cancel such Bank’s Commitment whereupon such Bank shall cease to be obliged or entitled to participate in further Utilisations and its Commitment shall be reduced to zero; or 11.3.2 in consideration for payment of the amount of its participation in the Loan and any accrued interest thereon, require such Bank (at the Borrower’s expense) to transfer forthwith its rights, benefits and/or obligations hereunder in accordance with Clause 33.3 to such one or more other banks or financial institutions as the Borrower, with the prior approval of the Agent (such approval not to be unreasonably withheld), may have nominated as a Transferee. 11.4 The Borrower may, by giving to the Agent not less than five business days’ prior notice to that effect, prepay in the currency of such Advance the whole or any part (the Sterling Amount of which being a minimum amount of £5,000,000 and an integral multiple of £1,000,000 or in the case of an Advance denominated in another Committed Currency or an Optional Currency, such comparable amount thereof as may be agreed between the Agent and the Borrower) of any Advance on any business day. Any such repayment must be accompanied by accrued interest and any amount payable as a notice result of prepayment shall oblige the provisions of Clause 23.4. 11.5 If pursuant to Clause 15.1 the Borrower to make such prepayment on such date. 11.05 On receipt by any member of the Group complies prematurely with its obligations under Clause 7.5 in respect of any Net Proceeds ▇▇▇▇, the Bank that accepted that ▇▇▇▇ shall pay to the Borrower shall procure on the Maturity Date for that ▇▇▇▇ an amount equal to such Net Proceeds shall forthwith be applied in prepaying Advances under interest on the Facility. 11.06 The Borrower shall not repay or prepay all or any part face amount of any Advance except at the times and in the manner expressly provided for in this Agreement and, except at the times and in the manner provided for in this Agreement, shall not be entitled to re-borrow any that ▇▇▇▇ which amount repaid or prepaid. Any prepayments shall be made together with accrued interest thereon and all other amounts payable under this Agreement in relation equal to the amount prepaid calculated up which that Bank would be able to obtain by placing an amount equal to the date of prepayment. 11.07 The Borrower shall prepay all amounts outstanding under this Agreement (and the amount of the Commitments will be reduced to nil) received by it on the occurrence of a Change of Control. 11.08 Any prepayment or cancellation in accordance with the terms of this Clause 11 shall be without any premium or fee except for any breakage costs payable to the Lenders pursuant to Clause 22.04 except that (subject to Clause 32.04) where any prepayment or cancellation is made pursuant to, in contemplation of or otherwise in connection deposit with a refinancing of leading bank in the Facility by any person other than the Lenders, the Borrower shall on the date of prepayment pay the Agent London interbank market for account of the Lenders a prepayment fee equal to zero point five per cent. (0.5%) of the amount prepaid and/or cancelled period starting on the business day immediately prior to such prepayment or cancellation. 11.09 Where any amount to be prepaid under Clause 11.05 is received by following the Agent during an Interest Period, the Agent will (subject to the terms of Clause 11.11) retain such amount in a Security Account until the end of such Interest Period receipt and will apply such amount against the relevant Advance ending on the expiry of such Interest PeriodMaturity Date. 11.10 Sums held by the Agent under Clause 11.09 will be placed in a Security Account pending application against the relevant Advance and the interest earned on such account will be applied by the Agent towards the interest due in respect of the relevant Advance at the time the amount is applied in prepayment of such Advance. The rate of interest payable on such account will be the best commercial deposit rate payable by the Agent for sums equivalent to the amount credited to the Security Account for the anticipated duration of the deposit. 11.11 The Borrower may by written notice to the Agent require that any Interest Period be broken and that the proceeds arising under Clause 11.05 be applied immediately towards prepayment of the relevant Advance subject to payment of any breakage costs thereby incurred by the Lenders.

Cancellation and Prepayment. 11.01 The amount of the Available Tranche B Commitments shall be reduced to the amount outstanding under Tranche B as at close of business on the date of expiry of the Availability Period on such date. 11.02 10.1 The Borrower may, by giving to the Agent not less than thirty five business days' prior notice to that effect, cancel the whole or any part (being a minimum amount of £10,000,000 and an amount or integral multiple of Two Hundred and Fifty Thousand Pounds (£250,0005,000,000) of any of the Available Tranche B Facility. Any such cancellation shall reduce the Available Tranche B CommitmentCommitment of each Bank rateably and any amount so cancelled may not be reinstated. 11.03 The Borrower may, if it has given to the Agent not less than thirty days' prior written notice to that effect, prepay the whole or any part of any Advance of Tranche A or Tranche B (as applicable) made to it (being in the case of an Advance under Tranche A an amount or integral multiple of Two Million Pounds (£2,000,000) or in the case of an Advance under Tranche B an amount or integral multiple or Two Hundred and Fifty Thousand Pounds (£250,000) or the balance of the amount of Tranche A or Tranche B (as applicable) outstanding under this Agreement). 11.04 10.2 Any notice of cancellation or prepayment given by the Borrower pursuant to Clauses 11.02 or 11.03 Clause 10.1 shall be irrevocable, irrevocable and shall specify the date upon which such cancellation or prepayment is to be made and the amount of such cancellation. 10.3 If the Borrower becomes obliged to pay any tax or other amount for the account of any Bank under Clause 11.1 or if any Bank claims indemnification from the Borrower under Clause 11.2 or Clause 13.1, the Borrower may, within thirty days thereafter and by not less than five days' prior notice to the Agent (which notice shall be irrevocable), either: 10.3.1 cancel such Bank's Commitment whereupon such Bank shall cease to be obliged or entitled to participate in further Utilisations and its Commitment shall be reduced to zero; or 10.3.2 in consideration for payment of the amount of its participation in the Loan and any accrued interest thereon, require such Bank (at the Borrower's expense) to transfer forthwith its rights, benefits and/or obligations hereunder in accordance with Clause 32.3 to such one or more other banks or financial institutions as the Borrower, with the prior approval of the Agent (such approval not to be unreasonably withheld), may have nominated as a Transferee. 10.4 The Borrower may, by giving to the Agent not less than five business days' prior notice to that effect, prepay in the currency of such Advance the whole or any part (the Sterling Amount of which being a minimum amount of £10,000,000 and an integral multiple of £5,000,000 or in the case of a notice of prepayment shall oblige an Advance denominated in another Committed Currency or an Optional Currency, such comparable amount thereof as may be agreed between the Borrower to make such prepayment on such date. 11.05 On receipt by any member of Agent and the Group of any Net Proceeds the Borrower shall procure that an amount equal to such Net Proceeds shall forthwith be applied in prepaying Advances under the Facility. 11.06 The Borrower shall not repay or prepay all or any part Borrower) of any Advance except at the times on any business day. Any such repayment must be accompanied by accrued interest and in the manner expressly provided for in this Agreement and, except at the times and in the manner provided for in this Agreement, shall not be entitled to re-borrow any amount repaid or prepaid. Any prepayments shall be made together with accrued interest thereon and all other amounts payable under this Agreement in relation to the amount prepaid calculated up to the date of prepayment. 11.07 The Borrower shall prepay all amounts outstanding under this Agreement (and the amount as a result of the Commitments will be reduced to nil) on the occurrence of a Change of Control. 11.08 Any prepayment or cancellation in accordance with the terms of this Clause 11 shall be without any premium or fee except for any breakage costs payable to the Lenders pursuant to Clause 22.04 except that (subject to Clause 32.04) where any prepayment or cancellation is made pursuant to, in contemplation of or otherwise in connection with a refinancing of the Facility by any person other than the Lenders, the Borrower shall on the date of prepayment pay the Agent for account of the Lenders a prepayment fee equal to zero point five per cent. (0.5%) of the amount prepaid and/or cancelled on the business day immediately prior to such prepayment or cancellation. 11.09 Where any amount to be prepaid under Clause 11.05 is received by the Agent during an Interest Period, the Agent will (subject to the terms provisions of Clause 11.11) retain such amount in a Security Account until the end of such Interest Period and will apply such amount against the relevant Advance on the expiry of such Interest Period22.4. 11.10 Sums held by the Agent under Clause 11.09 will be placed in a Security Account pending application against the relevant Advance and the interest earned on such account will be applied by the Agent towards the interest due in respect of the relevant Advance at the time the amount is applied in prepayment of such Advance. The rate of interest payable on such account will be the best commercial deposit rate payable by the Agent for sums equivalent to the amount credited to the Security Account for the anticipated duration of the deposit. 11.11 The Borrower may by written notice to the Agent require that any Interest Period be broken and that the proceeds arising under Clause 11.05 be applied immediately towards prepayment of the relevant Advance subject to payment of any breakage costs thereby incurred by the Lenders.