TERM LOAN IS PREPAID IN
ACCORDANCE WITH CLAUSE 11.4 (VOLUNTARY PREPAYMENT OF TERM LOANS), CLAUSE 11.8
(MANDATORY PREPAYMENT FROM DEBT OR EQUITY PROCEEDS) OR CLAUSE 11.9 (MANDATORY
PREPAYMENT ON RECEIPT OF DISPOSAL PROCEEDS) THEN THE AMOUNT OF THE REPAYMENT
INSTALMENT FOR EACH REPAYMENT DATE FALLING AFTER THAT PREPAYMENT WILL REDUCE IN
INVERSE CHRONOLOGICAL ORDER BY THE AMOUNT OF THE LOAN PREPAID.
10.2
REPAYMENT OF REVOLVING LOANS
Each Borrower which has drawn a Revolving Loan shall repay that Loan on the last
day of its Interest Period.
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11.
PREPAYMENT AND CANCELLATION
11.1
ILLEGALITY OF A LENDER
If it becomes unlawful in any applicable jurisdiction for a Lender to perform
any of its obligations as contemplated by this Agreement or to make, fund, issue
or maintain its participation in any Utilisation:
(A)
THAT LENDER SHALL PROMPTLY NOTIFY THE
FACILITY AGENT UPON BECOMING AWARE OF THAT EVENT;
(B)
UPON THE FACILITY AGENT NOTIFYING THE
PARENT THE COMMITMENTS OF THAT LENDER SHALL IMMEDIATELY BE REDUCED TO ZERO AND
CANCELLED; AND
(C)
EACH BORROWER SHALL REPAY THAT LENDER'S
PARTICIPATION IN THE UTILISATIONS MADE TO THAT BORROWER ON THE LAST DAY OF THE
INTEREST PERIOD FOR EACH UTILISATION OCCURRING AFTER THE FACILITY AGENT HAS
NOTIFIED THE PARENT OR, IF EARLIER, SPECIFIED BY THAT LENDER IN THE NOTICE
DELIVERED TO THE FACILITY AGENT (BEING NO EARLIER THAN THE LAST DAY OF ANY
APPLICABLE GRACE PERIOD PERMITTED BY LAW).
11.2
ILLEGALITY IN RELATION TO ISSUING BANK
If it becomes unlawful for an Issuing Bank to issue or leave outstanding any
Letter of Credit, then:
(A)
THAT ISSUING BANK SHALL PROMPTLY NOTIFY
THE FACILITY AGENT UPON BECOMING AWARE OF THAT EVENT;
(B)
UPON THE FACILITY AGENT NOTIFYING THE
PARENT, THE ISSUING BANK SHALL NOT BE OBLIGED TO ISSUE ANY LETTER OF CREDIT;
(C)
THE PARENT SHALL PROCURE THAT THE
RELEVANT BORROWER SHALL USE ITS REASONABLE ENDEAVOURS TO PROCURE THE RELEASE OF
EACH LETTER OF CREDIT ISSUED BY THAT ISSUING BANK AND OUTSTANDING AT SUCH TIME;
AND
(D)
UNLESS ANY OTHER LENDER HAS AGREED TO BE
AN ISSUING BANK PURSUANT TO THE TERMS OF THIS AGREEMENT, THE REVOLVING FACILITY
SHALL CEASE TO BE AVAILABLE FOR THE ISSUE OF LETTERS OF CREDIT.
11.3
VOLUNTARY CANCELLATION
The Parent may, if it gives the Facility Agent not less than 10 Business Days'
(or such shorter period as the Majority Lenders may agree) prior notice, cancel
the whole or any part (being a minimum amount of £10,000,000) of an Available
Facility. Any cancellation under this Clause 11.3 shall reduce rateably the
Commitments of the Lenders under that Facility.
11.4
VOLUNTARY PREPAYMENT OF TERM LOANS
(A)
THE PARENT MAY, IF IT GIVES THE
FACILITY AGENT NOT LESS THAN 10 BUSINESS DAYS' (OR SUCH SHORTER PERIOD AS THE
MAJORITY LENDERS MAY AGREE) PRIOR NOTICE, PREPAY THE WHOLE OR ANY PART OF A TERM
LOAN (BUT, IF IN PART, BEING AN AMOUNT THAT REDUCES THE BASE CURRENCY AMOUNT OF
THAT TERM LOAN BY A MINIMUM OF £10,000,000).
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(B)
ANY PREPAYMENT OF A TERM