Common use of Right of cancellation and repayment in relation to a single Lender Clause in Contracts

Right of cancellation and repayment in relation to a single Lender. (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under Clause ‎‎16.2 (Tax gross-up); (ii) any Lender claims indemnification from any Obligor under Clause ‎‎16.3 (Tax indemnity) or Clause ‎‎17.1 (Increased costs); (iii) in relation to a Term Rate Loan, any Lender’s costs of funding participations in any Loan is in excess of the applicable Primary Term Rate (taking into account any relevant floor) and it has notified the Agent of its cost of funding under Clause ‎14.5 (Cost of funds) where only some, but not all of the Lenders under a particular Facility, are invoking such clause; or (iv) any Lender becomes a Defaulting Lender or a Non-Consenting Lender, the Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, or whilst such Lender remains a Lender which is invoking Clause ‎14.5 (Cost of funds) or a Defaulting Lender or Non-Consenting Lender, (A) if the circumstance relates to a Lender, the Company may: (1) require the transfer or assignment in accordance with this Agreement of all or any part (other than in relation to a Non-Consenting Lender, which must be all) (but at par only) of that L▇▇▇▇▇’s Commitments and participations in the Loans to a person nominated by the Company willing to accept that transfer or assignment; or (2) give the Agent notice of cancellation of all or any part (other than in relation to a Non-Consenting Lender which must be all) of that L▇▇▇▇▇’s Commitments and the Company’s intention to procure the repayment of all or any part (other than in relation to a Non-Consenting Lender which must be all) of that L▇▇▇▇▇’s participations in the Loans, whereupon the relevant part of the Commitments of that Lender which have been cancelled shall immediately be reduced to zero; and (B) if the circumstance relates to an Ancillary Lender, the Company may give the Agent notice of cancellation of all or any part of that person’s Ancillary Commitment and the Company’s intention to procure the repayment of all or any part of the utilisations of any Ancillary Facility granted by that person, whereupon the relevant part of that Ancillary Commitment of that person shall immediately be reduced to zero. (b) On the last day of each Interest Period which ends after the Company has given notice under paragraphs (a)(iv)(A)(2) or (a)(iv)(B) above (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Loan or utilisation of an Ancillary Facility is outstanding shall repay that Lender’s participation in that Loan or the utilisation of the Ancillary Facility granted by that Ancillary Lender (or, if applicable, the relevant part thereof) together with, in each case, all interest and other amounts accrued under the Finance Documents. (c) On receipt of a notice referred to in paragraph ‎(a) above in relation to a Lender, the Available Commitment(s) of that Lender shall immediately be reduced to zero.

Right of cancellation and repayment in relation to a single Lender. (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under Clause ‎‎16.2 paragraph (c) of clause 15.2 (Tax gross-up); (ii) any Lender claims indemnification from any the Company or an Obligor under Clause ‎‎16.3 clause 15.3 (Tax indemnity) or Clause ‎‎17.1 clause 16.1 (Increased costs);; or (iii) in relation at any time on or after the date which is six (6) months before the earliest FATCA Application Date for any payment by a Party to a Term Rate LoanLender (or to the Facility Agent for the account of that Lender), any that Lender is not, or has ceased to be, a FATCA Exempt Party and, as a consequence, a Party will be required to make a FATCA Deduction from a payment to that Lender (or to the Facility Agent for the account of that Lender’s costs of funding participations in any Loan is in excess of the applicable Primary Term Rate (taking into account any relevant floor) and it has notified the Agent of its cost of funding under Clause ‎14.5 (Cost of funds) where only some, but not all of the Lenders under a particular Facility, are invoking such clause; or (iv) any Lender becomes a Defaulting Lender on or a Non-Consenting Lenderafter that FATCA Application Date, the Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification or FATCA Deduction continues, or whilst such Lender remains a Lender which is invoking Clause ‎14.5 (Cost give the Facility Agent notice of funds) or a Defaulting Lender or Non-Consenting Lender, (A) if cancellation of the circumstance relates Proposed Participation of that L▇▇▇▇▇ and its intention to a Lender, procure the Company may: (1) require the transfer or assignment in accordance with this Agreement of all or any part (other than in relation to a Non-Consenting Lender, which must be all) (but at par only) repayment of that L▇▇▇▇▇’s Commitments and participations 's participation or liability in the Loans to a person nominated by the Company willing to accept that transfer or assignment; orUtilisations. (2b) give the Agent On receipt of a notice of cancellation of all or any part referred to in paragraph (other than a) above in relation to a Non-Consenting Lender which must be all) Lender, the Proposed Participation of that L▇▇▇▇▇’s Commitments and the Company’s intention to procure the repayment of all or any part (other than in relation to a Non-Consenting Lender which must be all) of that L▇▇▇▇▇’s participations in the Loans, whereupon the relevant part of the Commitments of that Lender which have been cancelled shall immediately be reduced to zero; and (B) if the circumstance relates to an Ancillary Lender, the Company may give the Agent notice of cancellation of all or any part of that person’s Ancillary Commitment and the Company’s intention to procure the repayment of all or any part of the utilisations of any Ancillary Facility granted by that person, whereupon the relevant part of that Ancillary Commitment of that person ▇ shall immediately be reduced to zero. (bc) On the last day of each Interest Period which ends after the Company has given notice under paragraphs paragraph (a)(iv)(A)(2) or (a)(iv)(Ba) above in relation to a Lender (or, if earlier, the date specified by the Company in that notice), each Borrower Borrower, to which a Loan or utilisation of an Ancillary Facility loan is outstanding shall repay that Lender’s L▇▇▇▇▇'s participation in that Loan or the utilisation of the Ancillary Facility granted by that Ancillary Lender (or, if applicable, the relevant part thereof) together with, in each case, with all interest and other amounts accrued under the Finance Documents. (c) On receipt of a notice referred to in paragraph ‎(a) above in relation to a Lender, the Available Commitment(s) of that Lender shall immediately be reduced to zero.

Right of cancellation and repayment in relation to a single Lender. (a) If: (i) any sum payable to any Lender or Ancillary Facility Lender or L/C Bank by an Obligor is required to be increased under paragraph (c) of Clause ‎‎16.2 16.2 (Tax gross-up);; or (ii) any Lender or Ancillary Facility Lender or L/C Bank claims indemnification from any the Company or an Obligor under Clause ‎‎16.3 16.3 (Tax indemnity) or Clause ‎‎17.1 17.1 (Increased costs); (iii) in relation any Lender or Ancillary Facility Lender or L/C Bank invokes Clause 14.3 (Market disruption), then, subject to a Term Rate Loan, any Lender’s costs of funding participations in any Loan is in excess of the applicable Primary Term Rate paragraph (taking into account any relevant floorc) and it has notified the Agent of its cost of funding under Clause ‎14.5 (Cost of funds) where only some, but not all of the Lenders under a particular Facility, are invoking such clause; orbelow: (iv) any Lender becomes a Defaulting Lender or a Non-Consenting Lender, the Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, or whilst such Lender remains a Lender which is invoking Clause ‎14.5 (Cost of funds) or a Defaulting Lender or Non-Consenting Lender, (A) if the circumstance relates to a Lender, the Company may: (1A) require arrange for the transfer or assignment in accordance with this Agreement of all or any part (other than in relation to a Non-Consenting Lender, which must be all) the whole (but at par only) of that L▇▇▇▇▇Lender’s Commitments Commitment and participations participation in the Loans to a person nominated by the Company new or existing Lender willing to accept that transfer or assignment; or (2B) give the Facility Agent notice of cancellation of all or any part (other than in relation to a Non-Consenting Lender which must be all) the Commitment of that L▇▇▇▇▇’s Commitments Lender and the Company’s its intention to procure the repayment of all or any part (other than in relation to a Non-Consenting Lender which must be all) of that L▇▇▇▇▇Lender’s participations participation in the Loans, whereupon the relevant part of the Commitments Commitment of that Lender which have been cancelled shall immediately be reduced to zero; (v) if the circumstance relates to an L/C Bank, the Company may give the Facility Agent notice of repayment of any outstanding Documentary Credit issued by such L/C Bank and cancellation of the appointment of such L/C Bank as an L/C Bank under this Agreement in relation to any Documentary Credit to be issued in 63529049_1 the future or the provision of full cash cover in respect of such L/C Bank’s maximum contingent liability under each outstanding Documentary Credit; and (Bvi) if the circumstance relates to an Ancillary Facility Lender, the Company may give the Facility Agent notice of cancellation of all or any part of that personAncillary Facility Lender’s Ancillary Commitment and the Company’s intention to procure the repayment of all or any part of the utilisations of any Ancillary Facility granted by that personAncillary Facility Lender, whereupon the relevant part of that Ancillary Commitment of that person Ancillary Facility Lender shall immediately be reduced to zero. (b) On the last day of each Interest Period which ends after the Company has given notice under paragraphs paragraph (a)(iv)(A)(2a)(iv)(B), (a)(v) or (a)(iv)(Ba)(vi) above (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Loan or utilisation of an Ancillary Facility is outstanding shall repay that Lender’s participation in that Loan or the utilisation of the Ancillary Facility granted by that Ancillary Facility Lender (or, if applicable, the relevant part thereof) together with, in each case, with all interest and other amounts accrued under the Finance Documents, or, as the case may be, provide full cash cover in respect of (or otherwise repay) any Documentary Credit issued by that L/C Bank or any contingent liability under an Ancillary Facility. (c) On receipt The Company may only exercise its rights under paragraphs (a)(i) and (a)(ii) above if the circumstance giving rise to the requirement or indemnifications continues. (d) The replacement of a notice referred Lender pursuant to in paragraph ‎(a(a)(iv)(A) above in relation shall be subject to the following conditions: (i) no Finance Party shall have any obligation to find a replacement Lender; (ii) any replaced Lender shall not be required to refund, or to pay or surrender to any other Lender, any of the Available Commitment(sfees or other amounts received by that replaced Lender under any Finance Document; and (iii) any replacement of that a Lender which is the Facility Agent shall immediately be reduced to zeronot affect its role as the Facility Agent.

Right of cancellation and repayment in relation to a single Lender. (a) If: (i) any sum payable to any Lender by an Obligor the Borrower is required to be increased under paragraph (c) of Clause ‎‎16.2 13.2 (Tax gross-up);; or (ii) any Lender claims indemnification from any Obligor the Borrower under Clause ‎‎16.3 13.3 (Tax indemnity) or Clause ‎‎17.1 14.1 (Increased costs); (iii) in relation to a Term Rate Loan, any Lender’s costs of funding participations in any Loan is in excess of the applicable Primary Term Rate (taking into account any relevant floor) and it has notified the Agent of its cost of funding under Clause ‎14.5 (Cost of funds) where only some, but not all of the Lenders under a particular Facility, are invoking such clause; or (iv) any Lender becomes a Defaulting Lender or a Non-Consenting Lender, the Company Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, or whilst give the Administrative Agent and the Paying Agent notice (if such Lender remains a Lender which is invoking Clause ‎14.5 (Cost of funds) or a Defaulting Lender or Non-Consenting Lender, (A) if the circumstance relates circumstances relate to a Lender, the Company may) of: (1) require cancellation of the transfer or assignment in accordance with this Agreement of all or any part (other than in relation to a Non-Consenting Lender, which must be all) (but at par only) Commitment of that L▇▇▇▇▇Lender and its intention to repay that Lender’s Commitments and participations participation in the Loans to a person nominated by the Company willing to accept that transfer or assignmentLoans; or (2) give its intention to require that Lender to (and that Lender shall) transfer pursuant to Clause 22 (Changes to the Lenders) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust, fund or other entity (a “Replacement Lender”) selected by the Borrower, and which is acceptable to the Administrative Agent (acting reasonably), which confirms its willingness to assume and does assume all the obligations of the transferring Lender (including the assumption of the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Loans and all interest and other amounts payable in relation thereto under the Finance Documents. (b) On receipt of a notice of cancellation of all or any part referred to in paragraph (other than a)(1) above in relation to a Non-Consenting Lender which must be all) of that L▇▇▇▇▇’s Commitments and Lender, the Company’s intention to procure the repayment of all or any part (other than in relation to a Non-Consenting Lender which must be all) of that L▇▇▇▇▇’s participations in the Loans, whereupon the relevant part of the Commitments Commitment of that Lender which have been cancelled shall immediately be reduced to zero; and (B) if the circumstance relates to an Ancillary Lender, the Company may give the Agent notice of cancellation of all or any part of that person’s Ancillary Commitment and the Company’s intention to procure the repayment of all or any part of the utilisations of any Ancillary Facility granted by that person, whereupon the relevant part of that Ancillary Commitment of that person shall immediately be reduced to zero. (bc) On the last day of each Interest Period which ends after the Company Borrower has given notice under paragraphs sub-paragraph (a)(iv)(A)(2) or (a)(iv)(Ba) above in relation to a Lender (or, if earlier, the date specified by the Company Borrower in that notice), each the Borrower shall: (i) in the case of a notice pursuant to which a Loan or utilisation of an Ancillary Facility is outstanding shall paragraph (a)(1) above, repay that Lender’s participation in that Loan or Loan; and (ii) in the utilisation case of a notice pursuant to paragraph (a)(2) above, procure the transfer of that Lender’s rights and obligations under this Agreement to the Replacement Lender in accordance with Clause 22 (Changes to the Lenders) and the payment to that Lender of the Ancillary Facility granted by outstanding principal amount of such Lender’s participation in that Ancillary Lender (or, if applicable, the relevant part thereof) together withLoan, in each case, together with all interest and other amounts accrued under the Finance Documents. (cd) On receipt of a notice In relation to any transfer referred to in paragraph ‎(a(a)(2) above in relation to a Lenderabove, none of the Available Commitment(s) of that Agents nor any Lender shall immediately have any obligation to the Borrower to find a Replacement Lender and in no event shall the Lender replaced pursuant thereto be reduced required to zeropay or surrender to such Replacement Lender any of the fees received by such Lender pursuant to the Finance Documents.

Right of cancellation and repayment in relation to a single Lender. (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause ‎‎16.2 15.2 (Tax gross-up); (ii) any Lender claims indemnification from any an Obligor under Clause ‎‎16.3 15.3 (Tax indemnity) or Clause ‎‎17.1 16.1 (Increased costs);; or (iii) a Market Disruption Event occurs pursuant to Clause 13 (Changes to Calculation of Interest) in relation to a Term Rate Loan, any Lender’s costs of funding participations in any Loan is in excess of the applicable Primary Term Rate (taking into account any relevant floor) and it has notified the Agent of its cost of funding under Clause ‎14.5 (Cost of funds) where only some, certain but not all of the Lenders under a particular Facility, are invoking such clauseLenders; or (iv) at any time a Lender becomes a Defaulting Lender or a Non-Consenting Lender, the Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, or whilst such Lender remains a Lender which is invoking Clause ‎14.5 (Cost of funds) or a Defaulting Lender or Non-Consenting Lender, (A) if the circumstance relates to a Lender, the Company may: (1) require the transfer or assignment in accordance with this Agreement of all or any part (other than in relation to a Non-Consenting Lender, which must be all) (but at par only) of that L▇▇▇▇▇’s Commitments and participations in the Loans to a person nominated by the Company willing to accept that transfer or assignment; or (2) give the Facility Agent notice of cancellation of all or any part (other than in relation to a Non-Consenting Lender which must be all) the Commitment of that L▇▇▇▇▇’s Commitments Lender and the Company’s its intention to procure the repayment of all that Lender's participation in the Utilisations or any part to require the transfer of that Lender's rights and obligations pursuant to Clause 26.11 (other than Replacement of Lenders). (b) On receipt of a notice referred to in paragraph (a) above in relation to a Non-Consenting Lender which must be all) of that L▇▇▇▇▇’s participations in Lender, the Loans, whereupon the relevant part of the Commitments Commitment of that Lender which have been cancelled shall immediately be reduced to zero; and zero or transferred to another person pursuant to Clause 26.11 (B) if the circumstance relates to an Ancillary Lender, the Company may give the Agent notice Replacement of cancellation of all or any part of that person’s Ancillary Commitment and the Company’s intention to procure the repayment of all or any part of the utilisations of any Ancillary Facility granted by that person, whereupon the relevant part of that Ancillary Commitment of that person shall immediately be reduced to zeroLenders). (bc) On the last day of each Interest Period which ends after the Company has given notice under paragraphs paragraph (a)(iv)(A)(2a) (i), (ii) or (a)(iv)(Biii) above in relation to a Lender (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Loan or utilisation of an Ancillary Facility is outstanding shall repay that Lender’s 's participation in that Loan or the utilisation of the Ancillary Facility granted by that Ancillary Lender (or, if applicable, the relevant part thereof) together with, in each case, with all interest and other amounts accrued under the Finance DocumentsDocuments or the relevant Lender shall transfer its rights and obligations pursuant to Clause 26.11 (Replacement of Lenders). (cd) On receipt the last day of a each Interest Period which ends after the Company has given notice referred to in under paragraph ‎(a(a)(iv) above in relation to a LenderLender (or, if earlier, the Available Commitment(sdate specified by the Company in that notice), each Borrower to which a Loan is outstanding shall, with the consent of each of the Lenders forming the Majority Lenders (unless the prepayment is funded by Company New Equity, Company Subordinated Debt or Retained Cash that can be used to pay dividends in accordance with the terms of this Agreement) of repay that Lender's participation in that Loan together with all interest and other amounts accrued under the Finance Documents and/or the relevant Lender shall immediately be reduced transfer its rights and obligations pursuant to zeroClause 26.11 (Replacement of Lenders).

Right of cancellation and repayment in relation to a single Lender. (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause ‎‎16.2 18.2 (Tax gross-up); (ii) any Lender claims indemnification from any the Company or an Obligor under Clause ‎‎16.3 18.3 (Tax indemnity) or Clause ‎‎17.1 19.1 (Increased costs);; or (iii) in relation to a Term Rate Loan, any Lender’s costs of funding participations in any Loan is in excess of the applicable Primary Term Rate (taking into account any relevant floor) and it has notified the Agent of its cost of funding under Clause ‎14.5 (Cost of funds) where only some, but not all of the Lenders under a particular Facility, are invoking such clause; or (iv) any Lender becomes a Defaulting Lender or a Non-Consenting Lenderinvokes Clause 16.2 (Market disruption), the Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, or whilst such Lender remains a Lender which is invoking Clause ‎14.5 (Cost of funds) or a Defaulting Lender or Non-Consenting Lender, (A) if the circumstance relates to a Lender, then the Company may: (1A) require the transfer or assignment in accordance with this Agreement of all or any part (other than in relation to a Non-Consenting Lender, which must be all) (but at par only) of that LLende▇’▇ ▇▇▇▇▇’s Commitments mmitments and participations in the Loans Utilisations to a person nominated by the Company willing to accept that transfer or assignmentassignment in accordance with paragraph (c) below; or (2B) give the Agent notice of cancellation of all or any part (other than in relation to a Non-Consenting Lender which must be all) of the Commitments of that L▇▇▇▇▇’s Commitments Lender and the Company’s intention to procure the repayment of all or any part (other than in relation to a Non-Consenting Lender which must be all) of that LLende▇’▇ ▇▇▇▇▇’s participations rticipations in the LoansUtilisations, whereupon the relevant part of the Commitments of that Lender which have been cancelled shall immediately be reduced to zero; and (B) if the circumstance relates to an Ancillary Lender, the Company may give the Agent notice of cancellation of all or any part of that person’s Ancillary Commitment and the Company’s intention to procure the repayment of all or any part of the utilisations of any Ancillary Facility granted by that person, whereupon the relevant part of that Ancillary Commitment of that person shall immediately be reduced to zero. (b) On the last day of each Interest Period which ends after the Company has given notice of cancellation under paragraphs paragraph (a)(iv)(A)(2) or (a)(iv)(Ba) above (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Loan or utilisation of an Ancillary Facility is outstanding shall repay that Lender’s participation Lende▇’▇ ▇▇rticipation in that Loan or and that Lende▇’▇ ▇▇rresponding Commitment shall be immediately cancelled in the utilisation amount of the Ancillary Facility granted by that Ancillary Lender participations repaid. (or, if applicablec) If paragraph (a)(A) above applies, the relevant Company may on 10 Business Days’ prior notice to the Agent and that Lende▇, ▇▇▇lace that Lender by requiring that Lender to (and, to the extent permitted by law, that Lender shall) transfer pursuant to Clause 29 (Changes to the Lenders) all (and not part thereofonly) together withof its rights and obligations under this Agreement to an Eligible Institution which confirms its willingness to assume and does assume all ​ the obligations of the transferring Lender in accordance with Clause 29 (Changes to the Lenders) for a purchase price in cash payable at the time of the transfer in an amount equal to the outstanding principal amount of such Lende▇’▇ ▇▇rticipation in the outstanding Loans and all accrued interest, in each case, all interest Break Costs and other amounts accrued payable in relation thereto under the Finance Documents. (d) The replacement of a Lender pursuant to paragraph (c) On receipt above shall be subject to the following conditions: (i) the Company shall have no right to replace the Agent; (ii) neither the Agent nor any Lender shall have any obligation to find a Replacement Lender; (iii) in no event shall the Lender replaced under paragraph (c) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents; and (iv) the Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (c) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer. (e) A Lender shall perform the checks described in paragraph (d)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph ‎(a(c) above in relation to a Lender, and shall notify the Available Commitment(s) of Agent and the Company when it is satisfied that Lender shall immediately be reduced to zeroit has complied with those checks.

Right of cancellation and repayment in relation to a single Lender. (a) If: (i) any sum payable to any Lender or Ancillary Facility Lender or L/C Bank by an Obligor is required to be increased under paragraph (c) of Clause ‎‎16.2 16.2 (Tax gross-up);; or (ii) any Lender or Ancillary Facility Lender or L/C Bank claims indemnification from any the Company or an Obligor under Clause ‎‎16.3 16.3 (Tax indemnity) or Clause ‎‎17.1 17.1 (Increased costs); (iii) in relation any Lender or Ancillary Facility Lender or L/C Bank invokes Clause 14.3 (Market disruption), then, subject to a Term Rate Loan, any Lender’s costs of funding participations in any Loan is in excess of the applicable Primary Term Rate paragraph (taking into account any relevant floorc) and it has notified the Agent of its cost of funding under Clause ‎14.5 (Cost of funds) where only some, but not all of the Lenders under a particular Facility, are invoking such clause; orbelow: (iv) any Lender becomes a Defaulting Lender or a Non-Consenting Lender, the Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, or whilst such Lender remains a Lender which is invoking Clause ‎14.5 (Cost of funds) or a Defaulting Lender or Non-Consenting Lender, (A) if the circumstance relates to a Lender, the Company may: (1A) require arrange for the transfer or assignment in accordance with this Agreement of all or any part (other than in relation to a Non-Consenting Lender, which must be all) the whole (but at par only) of that L▇▇▇▇▇Lender’s Commitments Commitment and participations participation in the Loans to a person nominated by the Company new or existing Lender willing to accept that transfer or assignment; or (2B) give the Facility Agent notice of cancellation of all or any part (other than in relation to a Non-Consenting Lender which must be all) the Commitment of that L▇▇▇▇▇’s Commitments Lender and the Company’s its intention to procure the repayment of all or any part (other than in relation to a Non-Consenting Lender which must be all) of that L▇▇▇▇▇Lender’s participations participation in the Loans, whereupon the relevant part of the Commitments Commitment of that Lender which have been cancelled shall immediately be reduced to zero; 63140965_9 (v) if the circumstance relates to an L/C Bank, the Company may give the Facility Agent notice of repayment of any outstanding Documentary Credit issued by such L/C Bank and cancellation of the appointment of such L/C Bank as an L/C Bank under this Agreement in relation to any Documentary Credit to be issued in the future or the provision of full cash cover in respect of such L/C Bank’s maximum contingent liability under each outstanding Documentary Credit; and (Bvi) if the circumstance relates to an Ancillary Facility Lender, the Company may give the Facility Agent notice of cancellation of all or any part of that personAncillary Facility Lender’s Ancillary Commitment and the Company’s intention to procure the repayment of all or any part of the utilisations of any Ancillary Facility granted by that personAncillary Facility Lender, whereupon the relevant part Commitment of that Ancillary Commitment of that person Facility Lender shall immediately be reduced to zero. (b) On the last day of each Interest Period which ends after the Company has given notice under paragraphs paragraph (a)(iv)(A)(2a)(iv)(B), (a)(v) or (a)(iv)(Ba)(vi) above (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Loan or utilisation of an Ancillary Facility is outstanding shall repay that Lender’s participation in that Loan or the utilisation of the Ancillary Facility granted by that Ancillary Facility Lender (or, if applicable, the relevant part thereof) together with, in each case, with all interest and other amounts accrued under the Finance Documents, or, as the case may be, provide full cash cover in respect of (or otherwise repay) any Documentary Credit issued by that L/C Bank or any contingent liability under an Ancillary Facility. (c) On receipt The Company may only exercise its rights under paragraphs (a)(i) and (a)(ii) above if the circumstance giving rise to the requirement or indemnifications continues. (d) The replacement of a notice referred Lender pursuant to in paragraph ‎(a(a)(iv)(A) above in relation shall be subject to the following conditions: (i) no Finance Party shall have any obligation to find a replacement Lender; (ii) any replaced Lender shall not be required to refund, or to pay or surrender to any other Lender, any of the Available Commitment(sfees or other amounts received by that replaced Lender under any Finance Document; and (iii) any replacement of that a Lender which is the Facility Agent shall immediately not affect its role as the Facility Agent. (e) Prepayments made pursuant to this Clause 9.4 shall be reduced to zeroapplied against the outstanding Loans pro rata.

Right of cancellation and repayment in relation to a single Lender. (a) If: (i) any sum payable to any Lender by an Obligor is required to be increased under Clause ‎‎16.2 paragraph (c) of clause 15.2 (Tax gross-up); (ii) any Lender claims indemnification from any the Company or an Obligor under Clause ‎‎16.3 clause 15.3 (Tax indemnity) or Clause ‎‎17.1 clause 16.1 (Increased costs);; or (iii) in relation at any time on or after the date which is six (6) months before the earliest FATCA Application Date for any payment by a Party to a Term Rate LoanLender (or to the Facility Agent for the account of that Lender), any that Lender is not, or has ceased to be, a FATCA Exempt Party and, as a consequence, a Party will be required to make a FATCA Deduction from a payment to that Lender (or to the Facility Agent for the account of that Lender’s costs of funding participations in any Loan is in excess of the applicable Primary Term Rate (taking into account any relevant floor) and it has notified the Agent of its cost of funding under Clause ‎14.5 (Cost of funds) where only some, but not all of the Lenders under a particular Facility, are invoking such clause; or (iv) any Lender becomes a Defaulting Lender on or a Non-Consenting Lenderafter that FATCA Application Date, the Company may, whilst the circumstance giving rise to the requirement for that increase or indemnification or FATCA Deduction continues, or whilst such Lender remains a Lender which is invoking Clause ‎14.5 (Cost of funds) or a Defaulting Lender or Non-Consenting Lender, (A) if the circumstance relates to a Lender, the Company may: (1) require the transfer or assignment in accordance with this Agreement of all or any part (other than in relation to a Non-Consenting Lender, which must be all) (but at par only) of that L▇▇▇▇▇’s Commitments and participations in the Loans to a person nominated by the Company willing to accept that transfer or assignment; or (2) give the Facility Agent notice of cancellation of all or any part (other than in relation to a Non-Consenting Lender which must be all) the Proposed Participation of that L▇▇▇▇▇’s Commitments Lender and the Company’s its intention to procure the repayment of all that Lender's participation or any part liability in the Utilisations. (other than b) On receipt of a notice referred to in paragraph (a) above in relation to a Non-Consenting Lender which must be all) of that L▇▇▇▇▇’s participations in Lender, the Loans, whereupon the relevant part of the Commitments Proposed Participation of that Lender which have been cancelled shall immediately be reduced to zero; and (B) if the circumstance relates to an Ancillary Lender, the Company may give the Agent notice of cancellation of all or any part of that person’s Ancillary Commitment and the Company’s intention to procure the repayment of all or any part of the utilisations of any Ancillary Facility granted by that person, whereupon the relevant part of that Ancillary Commitment of that person shall immediately be reduced to zero. (bc) On the last day of each Interest Period which ends after the Company has given notice under paragraphs paragraph (a)(iv)(A)(2) or (a)(iv)(Ba) above in relation to a Lender (or, if earlier, the date specified by the Company in that notice), each Borrower Borrower, to which a Loan or utilisation of an Ancillary Facility loan is outstanding shall repay that Lender’s 's participation in that Loan or the utilisation of the Ancillary Facility granted by that Ancillary Lender (or, if applicable, the relevant part thereof) together with, in each case, with all interest and other amounts accrued under the Finance Documents. (c) On receipt of a notice referred to in paragraph ‎(a) above in relation to a Lender, the Available Commitment(s) of that Lender shall immediately be reduced to zero.

Right of cancellation and repayment in relation to a single Lender. (a) If: (ia) any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause ‎‎16.2 14.2 (Tax gross-up);; or (iib) any Lender claims indemnification from any the Company or an Obligor under Clause ‎‎16.3 14.3 (Tax indemnity) or Clause ‎‎17.1 15.1 (Increased costs);, (any such Lender, an “Affected Lender”) the Company may: (iiic) prior to the City of Dreams Phase II Construction Completion Date, (without prejudice to any obligation to make such increased payment or indemnification) designate a willing non-Affected Lender or other bank or financial institution reasonably acceptable to the Agent (the “Replacement Lender”) to accept a transfer in relation to a Term Rate Loan, any accordance with Clause 23 (Changes To The Lenders) of the Affected Lender’s costs of funding participations in any Loan is in excess of rights, benefits and obligations under the applicable Primary Term Rate (taking into account any relevant floor) Finance Documents and, promptly following such designation, the Affected Lender shall be obliged to execute and it has notified deliver to the Agent of its cost of funding under Clause ‎14.5 (Cost of funds) where only some, but not all of the Lenders under Replacement Lender a particular Facility, are invoking such clauseTransfer Certificate and Lender Accession Undertaking duly completed accordingly; or (ivd) any Lender becomes a Defaulting Lender or a Non-Consenting Lender, after the Company may, City of Dreams Phase II Construction Completion Date: (i) whilst the circumstance giving rise to the requirement for that increase or indemnification continues, or whilst such Lender remains a Lender which is invoking Clause ‎14.5 (Cost of funds) or a Defaulting Lender or Non-Consenting Lender, (A) if the circumstance relates to a Lender, the Company may: (1) require the transfer or assignment in accordance with this Agreement of all or any part (other than in relation to a Non-Consenting Lender, which must be all) (but at par only) of that L▇▇▇▇▇’s Commitments and participations in the Loans to a person nominated by the Company willing to accept that transfer or assignment; or (2) give the Agent notice of cancellation of all or any part (other than in relation to a Non-Consenting Lender which must be all) the Commitment of that L▇▇▇▇▇’s Commitments Lender and the Company’s its intention to procure the repayment of all or any part that Lender’s participation in the Utilisations. (other than ii) on receipt of a notice referred to in sub-paragraph (i) above in relation to a Non-Consenting Lender which must be all) of that L▇▇▇▇▇’s participations in Lender, the Loans, whereupon the relevant part of the Commitments Commitment of that Lender which have been cancelled shall immediately be reduced to zero; and (Biii) if the circumstance relates to an Ancillary Lender, the Company may give the Agent notice of cancellation of all or any part of that person’s Ancillary Commitment and the Company’s intention to procure the repayment of all or any part of the utilisations of any Ancillary Facility granted by that person, whereupon the relevant part of that Ancillary Commitment of that person shall immediately be reduced to zero. (b) On on the last day of each Interest Period which ends after the Company has given notice under paragraphs sub-paragraph (a)(iv)(A)(2) or (a)(iv)(Bi) above in relation to a Lender (or, if earlier, the date specified by the Company in that notice), each Borrower to which a Loan or utilisation of an Ancillary Facility Utilisation is outstanding shall repay that Lender’s participation in that Loan or the utilisation of the Ancillary Facility granted by that Ancillary Lender (or, if applicable, the relevant part thereof) Utilisation together with, in each case, with all interest and other amounts accrued under the Finance Documents. (c) On receipt of a notice referred to in paragraph ‎(a) above in relation to a Lender, the Available Commitment(s) of that Lender shall immediately be reduced to zero.