Common use of Ancillary Facilities Clause in Contracts

Ancillary Facilities. (a) If any Borrower and any Ancillary Lender agree, subject to compliance with the requirements set forth in this Section 2.23, such Ancillary Lender shall be permitted to provide an Ancillary Facility on a bilateral basis to such Borrower. To the extent any Ancillary Facility exists, the following shall apply: (i) The applicable Revolving Commitment of the Ancillary Lender shall: (A) be deemed to be utilized by its applicable Ancillary Commitment for purposes of (1) calculating the commitment fee payable to such Ancillary Lender pursuant to Section 2.12(a) and (2) calculating the aggregate remaining amount of Revolving Exposure of all applicable Revolving Lenders available under the Revolving Facility (it being understood the commitment fee payable pursuant Section 2.12(a) to Lenders without an Ancillary Facility shall not be modified by the existence of any Ancillary Facility and for purposes of such calculation it shall be assumed that each such Lender’s Revolving Commitments have not been reduced as a result of such Ancillary Facility) (such remaining amount, the “Remaining Revolving Exposure”) and (B) not be deemed to be utilized by the Ancillary Commitment of the applicable Ancillary Lender for purposes of determining whether the Dollar Equivalent of such Ancillary Lender’s Revolving Exposure exceeds its applicable Revolving Commitment (and therefor whether such Ancillary Lender is required to make or participate in a Loan or Letter of Credit under this Agreement). (ii) Borrowings of the Remaining Revolving Exposure shall be made on a pro rata basis among the Revolving Lenders of the applicable Class (including the applicable Ancillary Lenders) pursuant to and subject to the limitations set forth in Section 2.01. (b) To request the creation of an Ancillary Facility, any Borrower shall deliver to the Administrative Agent not later than five (5) Business Days (or such shorter period agreed to by the Administrative Agent) prior to the first date on which such Ancillary Facility is proposed to be made available: (i) a notice in writing specifying: (A) the Borrower or Borrowers to which extensions of credit will be made available thereunder; (B) the first Business Day on which such Ancillary Facility shall be made and the expiration date of such Ancillary Facility (which shall be no later than the Revolving Maturity Date); (C) the type of Ancillary Facility being provided; (D) the identity of the Ancillary Lender(s); and (E) the amount and currency of the Ancillary Commitment with respect to such Ancillary Facility (which shall be expressed in any currency to which such Ancillary Lenders may agree) and shall not exceed such Ancillary Lender’s Revolving Commitment; (ii) a copy of the Ancillary Facility Documents with respect to such Ancillary Facility, together with a certificate of a Responsible Officer of the applicable Borrower(s) certifying that the terms of such Ancillary Facility satisfy the requirements set forth in this Section 2.23 (including any applicable definitions used herein); and (iii) such other information that the Administrative Agent may reasonably request in connection with such Ancillary Facility. The Administrative Agent shall give notice to each Revolving Lender of such Ancillary Facility notice. (i) Subject to the terms of this Agreement, an Affiliate of any Revolving Lender (other than a Disqualified Institution) may become an Ancillary Lender, in which case such Revolving Lender and such Affiliate shall be treated as a single Revolving Lender whose Revolving Commitment is as set forth in Schedule 2.01 or in the Assignment and Assumption pursuant to which such Revolving Lender assumed its Revolving Commitment. (ii) To the extent that this Agreement or any other Loan Document imposes any obligation on any Ancillary Lender and such Ancillary Lender is an Affiliate of a Revolving Lender and not a party thereto, the relevant Revolving Lender shall ensure that such obligation is performed by such Affiliate in compliance with the terms hereof or such other Loan Document. (iii) Each Ancillary Lender, in its capacity as such, hereby appoints the Administrative Agent as its agent for purposes of the Loan Documents and for the avoidance of doubt agrees the Administrative Agent may rely on the applicable protections and indemnities set forth herein (including those set forth in Article IX) with respect to its role as agent under the Loan Documents for such Ancillary Lender. (d) The terms and conditions of any Ancillary Facility shall be as agreed by the applicable Ancillary Lenders and the applicable Borrower thereunder; provided that such terms shall at all times: (i) permit extensions of credit thereunder to be made only to the applicable Borrower; (ii) provide that the Ancillary Commitment of the applicable Ancillary Lenders under such Ancillary Facility shall not exceed such Ancillary Lender’s USD Only Revolving Commitment or USD/Multicurrency Revolving Commitment, as applicable, and that, in the event and on such occasion that such Ancillary Commitment exceeds such USD Only Revolving Commitment or USD/Multicurrency Revolving Commitment, as applicable, such Ancillary Commitment shall be automatically reduced by the amount of such excess; (iii) provide that the Ancillary Facility Exposure shall not exceed the Ancillary Commitment with respect to such Ancillary Facility and (iv) provide that the Ancillary Commitment under such Ancillary Facility shall be canceled, and that all extensions of credit under such Ancillary Facility shall be repaid, not later than the Revolving Maturity Date unless cash collateralized or supported by the issuance of a “back to back” letter of credit in a manner meeting the requirements of clause (iv) of the definition of “Date of Full Satisfaction”. (e) (i) Each Ancillary Facility shall terminate on the Revolving Maturity Date or such earlier date (A) as provided in the relevant Ancillary Facility Document or (B) on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement.

Ancillary Facilities. (a) If any Borrower Subject to the terms and any Ancillary Lender agreeconditions of this Agreement the Obligors' Agent may from time to time by notice in writing to the Facility Agent, subject to compliance with request the requirements set forth in this Section 2.23, such Ancillary Lender shall be permitted to provide establishment of an Ancillary Facility on a bilateral basis to by an Ancillary Bank, each such Borrower. To the extent any Ancillary Facility exists, to become available with effect from the following date (the "Effective Date") (or such later date as the Obligors' Agent and the Facility Agent may agree from time to time) specified in such notice being a date not less than seven Business Days after the date such notice is received by the Facility Agent. Any such notice shall applyspecify: (i) The applicable Revolving Commitment of the Ancillary Lender shall: (A) be deemed to be utilized by its applicable Ancillary Commitment for purposes of (1) calculating the commitment fee payable to such Ancillary Lender pursuant to Section 2.12(a) and (2) calculating the aggregate remaining amount of Revolving Exposure of all applicable Revolving Lenders available under the Revolving Facility (it being understood the commitment fee payable pursuant Section 2.12(a) to Lenders without an Ancillary Facility shall not be modified by the existence of any Ancillary Facility and for purposes of such calculation it shall be assumed that each such Lender’s Revolving Commitments have not been reduced as a result of such Ancillary Facility) (such remaining amount, the “Remaining Revolving Exposure”) and (B) not be deemed to be utilized by the Ancillary Commitment of the applicable Ancillary Lender for purposes of determining whether the Dollar Equivalent of such Ancillary Lender’s Revolving Exposure exceeds its applicable Revolving Commitment (and therefor whether such Ancillary Lender is required to make or participate in a Loan or Letter of Credit under this Agreement).proposed Borrower; (ii) Borrowings the proposed Effective Date and expiry date for the Ancillary Facility concerned being, in the case of the Remaining Revolving Exposure expiry date, a Business Day on or prior to the Final Repayment Date; (iii) the type of the proposed Ancillary Facility which may be a committed overdraft facility, BACS, cheque drawing, letter of credit, guarantee, foreign exchange, banking and/or such other cash management facility as such Ancillary Bank may agree provided that no Ancillary Facility shall be made on a pro rata basis among available in respect of any currency other than Deutschmarks or an Optional Currency or such other currencies as are notified to the Facility Agent by the Borrower; (iv) the proposed Ancillary Bank; (v) the Ancillary Commitment under the proposed Ancillary Facility at any time (which, when aggregated with the actual and contingent liability of such Ancillary Bank under all other Facilities made available by it, shall not exceed such Ancillary Bank's Revolving Lenders Commitment); and (vi) the portion (if any) of the applicable Class Ancillary Facility that may be utilised by way of overdraft, advance, letter of credit or similar facilities and the portion (including if any) that may be utilised for the applicable Ancillary Lenderspurpose of foreign exchange transactions; and (vii) pursuant to and subject such other details as to the limitations set forth in Section 2.01nature, amount and operation of the proposed Ancillary Facility as the Facility Agent may reasonably require, and the Facility Agent shall promptly notify each Bank upon receipt of any such notice. (b) To request the creation of an Ancillary Facility, any Borrower shall deliver to the Administrative Agent not later than five (5) Business Days (or such shorter period agreed to by the Administrative Agent) prior to the first date on which such Ancillary Facility is proposed to be made available: (i) a notice in writing specifying: (A) the Borrower or Borrowers to which extensions of credit will be made available thereunder; (B) the first Business Day on which such Ancillary Facility shall be made and the expiration date of such Ancillary Facility (which shall be no later than the Revolving Maturity Date); (C) the type of Ancillary Facility being provided; (D) the identity of the Ancillary Lender(s); and (E) the amount and currency of the Ancillary Commitment with respect to such Ancillary Facility (which shall be expressed in any currency to which such Ancillary Lenders may agree) and shall not exceed such Ancillary Lender’s Revolving Commitment; (ii) a copy of the Ancillary Facility Documents with respect to such Ancillary Facility, together with a certificate of a Responsible Officer of the applicable Borrower(s) certifying that the terms of such Ancillary Facility satisfy the requirements set forth in this Section 2.23 (including any applicable definitions used herein); and (iii) such other information that the Administrative Agent may reasonably request in connection with such Ancillary Facility. The Administrative Agent shall give notice to each Revolving Lender of such Ancillary Facility notice. (i) Subject to the terms and conditions of this Agreement, an Affiliate any Bank so nominated shall make the proposed Ancillary Facility available with effect on and from the Effective Date subject to the approval of any Revolving Lender the Facility Agent (other than a Disqualified Institutionacting reasonably) may become an Ancillary Lender, in which case such Revolving Lender and such Affiliate shall be treated as a single Revolving Lender whose Revolving Commitment is as set forth in Schedule 2.01 or in the Assignment and Assumption pursuant to which such Revolving Lender assumed its Revolving Commitment. (ii) To the extent that this Agreement or any other Loan Document imposes any obligation on any Ancillary Lender and Facility Agent having received notification from such Ancillary Lender is an Affiliate of a Revolving Lender and not a party thereto, the relevant Revolving Lender shall ensure Bank that such obligation is performed by such Affiliate in compliance with the terms hereof or such other Loan Document. (iii) Each Ancillary Lender, in its capacity as such, hereby appoints the Administrative Agent as its agent for purposes it approves of the Loan Documents and for the avoidance of doubt agrees the Administrative Agent may rely on the applicable protections and indemnities set forth herein (including those set forth in Article IX) with respect to its role as agent under the Loan Documents for such proposed Ancillary LenderFacility. (d) The terms and conditions of any Ancillary Facility shall be as agreed by the applicable Ancillary Lenders and the applicable Borrower thereunder; provided that such terms shall at all times: (i) permit extensions of credit thereunder to be made only to the applicable Borrower; (ii) provide that the Ancillary Commitment of the applicable Ancillary Lenders under such Ancillary Facility shall not exceed such Ancillary Lender’s USD Only Revolving Commitment or USD/Multicurrency Revolving Commitment, as applicable, and that, in the event and on such occasion that such Ancillary Commitment exceeds such USD Only Revolving Commitment or USD/Multicurrency Revolving Commitment, as applicable, such Ancillary Commitment shall be automatically reduced by the amount of such excess; (iii) provide that the Ancillary Facility Exposure shall not exceed the Ancillary Commitment with respect to such Ancillary Facility and (iv) provide that the Ancillary Commitment under such Ancillary Facility shall be canceled, and that all extensions of credit under such Ancillary Facility shall be repaid, not later than the Revolving Maturity Date unless cash collateralized or supported by the issuance of a “back to back” letter of credit in a manner meeting the requirements of clause (iv) of the definition of “Date of Full Satisfaction”. (e) (i) Each Ancillary Facility shall terminate on the Revolving Maturity Date or such earlier date (A) as provided in the relevant Ancillary Facility Document or (B) on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement.

Ancillary Facilities. (a) If any Borrower and any Ancillary Lender agree, subject to compliance with the requirements set forth in this Section 2.23, such Ancillary Lender shall be permitted to provide an Ancillary Facility on a bilateral basis to such Borrower. To the extent any Ancillary Facility exists, the following shall apply: (i) The applicable Revolving Commitment of the Ancillary Lender shall: (A) be deemed to be utilized by its applicable Ancillary Commitment for purposes of (1) calculating the commitment fee payable to such Ancillary Lender pursuant to Section 2.12(a) and (2) calculating the aggregate remaining amount of Revolving Exposure of all applicable Revolving Lenders available under the Revolving Facility (it being understood the commitment fee payable pursuant Section 2.12(a) to Lenders without an Ancillary Facility shall not be modified by the existence of any Ancillary Facility and for purposes of such calculation it shall be assumed that each such Lender’s Revolving Commitments have not been reduced as a result of such Ancillary Facility) (such remaining amount, the “Remaining Revolving Exposure”) and (B) not be deemed to be utilized by the Ancillary Commitment of the applicable Ancillary Lender for purposes of determining whether the Dollar Equivalent of such Ancillary Lender’s Revolving Exposure exceeds its applicable Revolving Commitment (and therefor whether such Ancillary Lender is required to make or participate in a Loan or Letter of Credit under this Agreement). (ii) Borrowings of the Remaining Revolving Exposure shall be made on a pro rata basis among the Revolving Lenders of the applicable Class (including the applicable Ancillary Lenders) pursuant to and subject to the limitations set forth in Section 2.01. (b) To request the creation of an Ancillary Facility, any Borrower shall deliver to the Administrative Agent not later than five (5) Business Days (or such shorter period agreed to by the Administrative Agent) prior to the first date on which such Ancillary Facility is proposed to be made available: (i) a notice in writing specifying: (A) the Borrower or Borrowers to which extensions of credit will be made available thereunder; (B) the first Business Day on which such Ancillary Facility shall be made and the expiration date of such Ancillary Facility (which shall be no later than the Revolving Maturity Date); (C) the type of Ancillary Facility being provided; (D) the identity of the Ancillary Lender(s); and (E) the amount and currency of the Ancillary Commitment with respect to such Ancillary Facility (which shall be expressed in any currency to which such Ancillary Lenders may agree) and shall not exceed such Ancillary Lender’s Revolving Commitment; (ii) a copy of the Ancillary Facility Documents with respect to such Ancillary Facility, together with a certificate of a Responsible Officer of the applicable Borrower(s) certifying that the terms of such Ancillary Facility satisfy the requirements set forth in this Section 2.23 (including any applicable definitions used herein); and (iii) such other information that the Administrative Agent may reasonably request in connection with such Ancillary Facility. CREDIT AGREEMENT, Page 107 The Administrative Agent shall give notice to each Revolving Lender of such Ancillary Facility notice. (i) Subject to the terms of this Agreement, an Affiliate of any Revolving Lender (other than a Disqualified Institution) may become an Ancillary Lender, in which case such Revolving Lender and such Affiliate shall be treated as a single Revolving Lender whose Revolving Commitment is as set forth in Schedule 2.01 or in the Assignment and Assumption pursuant to which such Revolving Lender assumed its Revolving Commitment. (ii) To the extent that this Agreement or any other Loan Document imposes any obligation on any Ancillary Lender and such Ancillary Lender is an Affiliate of a Revolving Lender and not a party thereto, the relevant Revolving Lender shall ensure that such obligation is performed by such Affiliate in compliance with the terms hereof or such other Loan Document. (iii) Each Ancillary Lender, in its capacity as such, hereby appoints the Administrative Agent as its agent for purposes of the Loan Documents and for the avoidance of doubt agrees the Administrative Agent may rely on the applicable protections and indemnities set forth herein (including those set forth in Article IX) with respect to its role as agent under the Loan Documents for such Ancillary Lender. (d) The terms and conditions of any Ancillary Facility shall be as agreed by the applicable Ancillary Lenders and the applicable Borrower thereunder; provided that such terms shall at all times: (i) permit extensions of credit thereunder to be made only to the applicable Borrower; (ii) provide that the Ancillary Commitment of the applicable Ancillary Lenders under such Ancillary Facility shall not exceed such Ancillary Lender’s USD Only Revolving Commitment or USD/Multicurrency Revolving Commitment, as applicable, and that, in the event and on such occasion that such Ancillary Commitment exceeds such USD Only Revolving Commitment or USD/Multicurrency Revolving Commitment, as applicable, such Ancillary Commitment shall be automatically reduced by the amount of such excess; (iii) provide that the Ancillary Facility Exposure shall not exceed the Ancillary Commitment with respect to such Ancillary Facility and (iv) provide that the Ancillary Commitment under such Ancillary Facility shall be canceled, and that all extensions of credit under such Ancillary Facility shall be repaid, not later than the Revolving Maturity Date unless cash collateralized or supported by the issuance of a “back to back” letter of credit in a manner meeting the requirements of clause (iv) of the definition of “Date of Full Satisfaction”. (e) (i) Each Ancillary Facility shall terminate on the Revolving Maturity Date or such earlier date (A) as provided in the relevant Ancillary Facility Document or (B) on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement.

Ancillary Facilities. (a) If any An Ancillary Facility may be made available to a Borrower and any Ancillary by a Lender agree, subject to compliance which is a Lender under a Revolving Facility by way of bi-lateral overdraft facilities in accordance with the requirements set forth in provisions of this Section 2.23, such Ancillary Lender shall be permitted to provide an Clause 2.4. More than one Ancillary Facility on a bilateral basis to such Borrower. To the extent may exist at any Ancillary Facility exists, the following shall apply: (i) The applicable Revolving Commitment of the Ancillary Lender shall: (A) be deemed to be utilized by its applicable Ancillary Commitment for purposes of (1) calculating the commitment fee payable to such Ancillary Lender pursuant to Section 2.12(a) and (2) calculating the aggregate remaining amount of Revolving Exposure of all applicable Revolving Lenders available under the Revolving Facility (it being understood the commitment fee payable pursuant Section 2.12(a) to Lenders without an Ancillary Facility shall not be modified by the existence of any Ancillary Facility and for purposes of such calculation it shall be assumed that each such Lender’s Revolving Commitments have not been reduced as a result of such Ancillary Facility) (such remaining amount, the “Remaining Revolving Exposure”) and (B) not be deemed to be utilized by the Ancillary Commitment of the applicable Ancillary Lender for purposes of determining whether the Dollar Equivalent of such Ancillary Lender’s Revolving Exposure exceeds its applicable Revolving Commitment (and therefor whether such Ancillary Lender is required to make or participate in a Loan or Letter of Credit under this Agreement). (ii) Borrowings of the Remaining Revolving Exposure shall be made on a pro rata basis among the Revolving Lenders of the applicable Class (including the applicable Ancillary Lenders) pursuant to and subject to the limitations set forth in Section 2.01time. (b) To The Obligor’s Agent may request the creation of an Ancillary Facility, any Borrower shall deliver Facility by delivery to the Administrative Agent of a notice in writing not later less than five (5) 5 Business Days (or such shorter period agreed to by as the Administrative AgentAgent may agree) prior to the first proposed commencement date for the Ancillary Facility specifying: (i) the proposed Borrowers which may use that Ancillary Facility; (ii) the proposed commencement date for that Ancillary Facility (which shall be a Business Day within the Availability Period for the Relevant Revolving Facility); (iii) the proposed expiry date for that Ancillary Facility (which must be a Business Day on which such or prior to the Termination Date for the Relevant Revolving Facility); (iv) the proposed Ancillary Lender; (v) the maximum amount of the Ancillary Commitment under that Ancillary Facility; (vi) whether that Ancillary Facility is proposed to be provided in place of a Lender’s Available Commitment under Revolving Facility I or Revolving Facility II (and for the avoidance of doubt any one Ancillary Facility may only be provided in place of the Available Commitment under one Revolving Facility and not both Revolving Facilities); and (vii) the proposed currency or currencies of that Ancillary Facility. (c) The Obligor’s Agent shall promptly provide the Agent with such other details as to the nature, amount and operation of the proposed Ancillary Facility as the Agent may reasonably require. (d) The Agent shall promptly notify each Lender upon receipt of a notice delivered pursuant to paragraph 2.4(b) above. (e) The proposed Ancillary Lender shall notify the Agent in writing whether it agrees to make that Ancillary Facility available and whether such Ancillary Facility is to be provided from its Available Commitment under Revolving Facility I or Revolving Facility II (and, for the avoidance of doubt it may not be provided from a combination of its Available Commitment under both Revolving Facilities). No Lender shall be obliged to make an Ancillary Facility available. (f) The Ancillary Lender will promptly upon it being committed to provide an Ancillary Facility notify the Obligor’s Agent and the Agent of the amount of its Ancillary Commitment in relation to that Ancillary Facility. The Ancillary Commitment shall be the maximum amount of Ancillary Outstandings which would be outstanding under that Ancillary Facility assuming that the facility is available and fully utilised. In the event that an Ancillary Lender fails to deliver this notice, the Agent may estimate the amount of the Ancillary Commitment until such notice is delivered. (g) If the proposed Ancillary Lender agrees to make available a requested Ancillary Facility, that Ancillary Facility shall be made availableavailable by that Ancillary Lender on the applicable commencement date if: (i) a notice the conditions set out in writing specifying: (A) the Borrower or Borrowers to which extensions of credit will be made available thereunderthis Agreement have been met; (Bii) the first Business Day on which such that Ancillary Facility shall be made and complies with the expiration date requirements of such this Clause 2.4 (Ancillary Facility (which shall be no later than the Revolving Maturity DateFacilities); (Ciii) the type of Agent has notified the Obligor’s Agent and the proposed Ancillary Lender in writing that it consents to that Ancillary Facility being provided(such consent not to be unreasonably withheld or delayed); (Div) the identity Available Commitment of that Ancillary Lender in relation to the Relevant Revolving Facility is, immediately prior to commencement of that Ancillary Facility, at least equal to the Ancillary Lender(sCommitment for that Ancillary Facility; (v) the proposed Ancillary Commitment for that Ancillary Facility when aggregated with the Ancillary Commitment of each other outstanding Ancillary Facility, does not exceed EUR50,000,000 (or its equivalent from time to time in an Optional Currency) (or such higher amount as the Majority Lenders agree); and (Evi) the amount and currency Borrower concerned has completed any Ancillary Documents required by that Ancillary Lender to be completed before the commencement date of that Ancillary Facility. (h) Each Borrower of an Ancillary Facility shall complete such mandates or other documentation as the Ancillary Commitment with respect to such Lender of that Ancillary Facility (which shall be expressed in any currency to which such Ancillary Lenders may agree) and shall not exceed such Ancillary Lender’s Revolving Commitment; (ii) a copy of the Ancillary Facility Documents with respect to such Ancillary Facility, together with a certificate of a Responsible Officer of the applicable Borrower(s) certifying that the terms of such Ancillary Facility satisfy the requirements set forth in this Section 2.23 (including any applicable definitions used herein); and (iii) such other information that the Administrative Agent may reasonably request in connection with such Ancillary Facility. The Administrative Agent shall give notice to each Revolving Lender of such Ancillary Facility noticerequire. (i) Subject to Clauses 9.1 (Illegality) and 9.10 (Voluntary cancellation) the terms governing the operation of any Ancillary Facility (including the terms of any counter-indemnity required in connection with that facility) shall be those determined by agreement between the Ancillary Lender and the Borrower concerned, provided that such terms are based upon normal commercial terms, save as may be varied by this Agreement. (j) In the case of inconsistency between any term of an Ancillary Facility and of this Agreement, the terms of this Agreement, an Affiliate of any Revolving Lender (other than a Disqualified Institution) may become an Ancillary Lender, in which case such Revolving Lender and such Affiliate Agreement shall be treated as a single Revolving Lender whose Revolving Commitment is as set forth in Schedule 2.01 or in the Assignment and Assumption pursuant to which such Revolving Lender assumed its Revolving Commitmentprevail. (iik) To the extent that this Agreement Any amendment to an Ancillary Facility or any proposed increase or reduction in the Ancillary Commitment relating to an Ancillary Facility shall be subject to the terms of this Clause 2.4 (Ancillary Facilities). (l) The rate and time of payment of interest, commission, fees and any other Loan Document imposes any obligation on any remuneration in respect of each Ancillary Facility shall be determined by agreement between the Ancillary Lender and such Ancillary Lender is an Affiliate of a Revolving Lender the Borrower concerned based upon normal market rates and not a party thereto, the relevant Revolving Lender shall ensure that such obligation is performed by such Affiliate in compliance with the terms hereof or such other Loan Documentterms. (iiim) Each A reference in this Agreement to a Fee Letter shall include the provisions of any document setting out the agreement between the Ancillary LenderLender and the Borrower concerned in respect of interest, commission, fees and other remuneration. (n) Accrued interest, commission, fees and other remuneration in its capacity as such, hereby appoints respect of an Ancillary Facility shall also be payable to the Administrative Agent as its agent for purposes Ancillary Lender on cancellation of the Loan Documents and Ancillary Commitment in respect of that Ancillary Facility at the time the cancellation is effective if the Ancillary Commitment is cancelled in full. (o) The Borrower concerned shall pay to the relevant Ancillary Lender a fee computed at the rate applicable to the Relevant Revolving Facility under paragraph (c) of Clause 13.1 (Commitment fee) on the unused portion of any Ancillary Facility (being the Ancillary Commitment applicable to that Ancillary Facility minus the Ancillary Outstandings under that Ancillary Facility) for the avoidance of doubt agrees the Administrative Agent may rely on the applicable protections and indemnities set forth herein (including those set forth in Article IX) with respect to its role as agent under the Loan Documents period for such which that Ancillary Facility is made available by that Ancillary Lender. (dp) The terms and conditions accrued commitment fee in respect of any an Ancillary Facility shall be as agreed by is payable on the applicable last day of each successive period of three Months which ends during the period for which that Ancillary Lenders and Facility is available, on the applicable Borrower thereunder; provided that such terms shall at all times: (i) permit extensions of credit thereunder to be made only to the applicable Borrower; (ii) provide that the Ancillary Commitment last day of the applicable Ancillary Lenders under such availability period for that Ancillary Facility shall not exceed such and on the cancelled amount of the Ancillary Lender’s USD Only Revolving Ancillary Commitment or USD/Multicurrency Revolving Commitmentfor that Ancillary Facility at the time the cancellation is effective. (q) On the last day of the availability period in relation to an Ancillary Facility, as applicableany commitment in relation thereto shall be automatically reduced to zero, and thatall Ancillary Outstandings and other liabilities of any Borrower thereunder shall be repaid. (r) The Obligor’s Agent may at any time prior to the occurrence of an Event of Default, request the reduction or cancellation of an Ancillary Facility by delivery of a notice in writing to the event Agent and on the Ancillary Lender providing that Ancillary Facility, specifying the Ancillary Facility and the proposed cancellation date. That notice must be delivered not less than ten Business Days (or such occasion that such shorter period as the Ancillary Commitment exceeds such USD Only Revolving Commitment Lender and Agent may agree) before the proposed reduction or USD/Multicurrency Revolving Commitmentcancellation date. With effect from the proposed reduction or cancellation date, as applicable, such the relevant Ancillary Commitment shall be automatically reduced by the amount of such excess; reduction or cancellation, the Ancillary Facility shall be reduced or cancelled (iiias applicable) provide by such amount and (to the extent necessary) the Ancillary Outstandings under that Ancillary Facility shall be repaid. An Ancillary Facility may not be reduced or cancelled in any other way prior to the occurrence of an Event of Default without the consent of the relevant Ancillary Lender, the Agent and the Obligor’s Agent. (s) On the date of any reduction in the available Ancillary Facility pursuant to paragraphs (q) or (r) above or otherwise, the Available Commitment of the applicable Ancillary Lender under the Relevant Revolving Facility shall be increased by an amount equal to the amount by which such Ancillary Commitment is cancelled or reduced, subject to any other cancellation or repayment obligation effected pursuant to the terms and conditions of the Finance Documents. In relation to the first Loans made under the Relevant Revolving Facility following such increase of such Available Commitment of a Lender, that Lender shall participate in those Loans such that (to the extent possible) following the making of those Loans its pro rata share in the Outstandings under the Relevant Revolving Facility is equal to its pro rata share of the total Available Commitments of all the Lenders in the Relevant Revolving Facility. (t) The Borrowers concerned shall ensure that the Ancillary Commitments of each Ancillary Lender shall terminate and all Ancillary Outstandings are repaid in full no later than the Termination Date for the Relevant Revolving Facility. (u) Each Borrower and each Ancillary Lender agree with and for the benefit of each Lender that the Ancillary Outstandings under any Ancillary Facility Exposure provided by that Ancillary Lender shall not exceed the Ancillary Commitment with respect applicable to such that Ancillary Facility and that only Borrowers may use an Ancillary Facility and that only Borrowers may use an Ancillary Facility. (ivv) provide that Upon the occurrence of an Event of Default which is continuing, the following terms and conditions in this paragraph (v) shall apply. (a) Subject to the other provisions of this paragraph (v), (i) an Ancillary Lender shall not have the right to cancel commitments or demand a payment of, or in relation to (including, without limitation, the provision of cash cover) any Ancillary Outstandings or other liabilities of a Borrower under an Ancillary Facility; and (ii) no Borrower shall have the right to utilise an Ancillary Facility, and no Ancillary Lender shall make available further Ancillary Outstandings thereunder. (b) Upon the delivery of a notice by the Agent in accordance with Clause 24.15 (Acceleration): (i) cancelling the Total Commitments, the Agent may (and shall if so directed by the Majority Lenders) cancel any unutilised commitment under any Ancillary Facility; and/or (ii) declaring all or part of the Loans immediately payable on demand, the Agent may (and shall if so directed by the Majority Lenders) declare all or part of the Ancillary Commitment Outstandings immediately payable on demand; and/or (iii) declaring all or part of the Loans immediately due and payable, the Agent may (and shall if so directed by the Majority Lenders) declare all or part of the Ancillary Outstandings immediately due and payable. (c) If following the occurrence of an Event of Default, a waiver is given or an amendment is made (whether or not subject to certain specified conditions) of any of the Finance Documents, to the extent that such Event of Default arose under or in connection with an Ancillary Facility, such Ancillary Lender must give or make (and to the extent possible shall be deemed to have given or made), at the same time, a corresponding waiver or amendment to the Ancillary Documents, and the parties to the relevant Ancillary Documents shall do all such things and execute or procure the execution of all such documents as the Agent may require to give effect to the terms of this paragraph (v). (d) Any payments received by an Ancillary Lender in relation to an Ancillary Facility shall be canceled, and that all extensions of credit under such Ancillary Facility shall be repaid, not later than the Revolving Maturity Date unless cash collateralized or supported by the issuance of a “back to back” letter of credit applied in a manner meeting the requirements of clause accordance with Clause 31.5 (iv) of the definition of “Date of Full Satisfaction”Partial Payments). (ew) Upon the delivery of a notice by the Agent in accordance with Clause 24.15 (Acceleration), notwithstanding the occurrence of an Event of Default or that any other applicable conditions precedent are not satisfied and subject to the provisions of this paragraph (w), the Lenders and Ancillary Lenders participating in the Relevant Revolving Facility must, among themselves, purchase and sell their participations (by way of novation, sub-participation, credit-linked instrument or otherwise) in relation to (a) each Utilisation under the Relevant Revolving Facility and (b) the Ancillary Outstandings in relation to the Relevant Ancillary Facilities (if any) (itogether, the “Transfers”) such that following the Transfers, each Lender shall participate in the aggregate of Utilisations under the Relevant Revolving Facility and Ancillary Outstandings under the Relevant Ancillary Facilities pro rata to their Commitments in the Relevant Revolving Facility as were outstanding on the date on which the Agent delivered the notice in accordance with Clause 24.15 (Acceleration). For the purposes of the Transfers, Utilisations and Ancillary Outstandings shall be valued at par. (x) The Transfers shall be effected promptly with economic effect from the date of delivery of a notice by the Agent in accordance with Clause 24.15 (Acceleration), so that to the fullest extent reasonably possible following the Transfers, each Lender shall participate in each of the Utilisations under each Relevant Revolving Facility and each of the Ancillary Outstandings under the Relevant Ancillary Facilities pro rata to their Commitments in the Relevant Revolving Facility. (y) No consent from any Obligor or Borrower under an Ancillary Facility is required in connection with the Transfers. (z) The Obligor’s Agent shall indemnify each Finance Party against any cost, loss or liability incurred by that Finance Party in connection with the Transfers, including, without limitation, legal fees and break costs for any Finance Party. (aa) Each Borrower and each Ancillary Lender will, promptly upon request by the Agent, supply the Agent with any information relating to the operation of each Ancillary Facility shall terminate on (including, without limitation, the Revolving Maturity Date or such earlier date (AAncillary Outstandings) as provided in the Agent may from time to time reasonably request. Each Borrower consents to all such information being released to the Agent and the other Finance Parties. (bb) Each Borrower under an Ancillary Facility hereby agrees to pay all amounts owing by it under any Ancillary Document to the relevant Ancillary Facility Document or (B) on which its expiry date occurs or on which it is cancelled Lender in accordance with the provisions of that Ancillary Document (as adjusted by the terms of Clause 2.4 (Ancillary Facilities)) and all obligations and liabilities of a Borrower under the Ancillary Documents shall be treated for all purposes as obligations and liabilities owed under this Agreement. (cc) Each Ancillary Lender agrees to the extent it makes available Ancillary Facilities in place of its Available Commitment under both Revolving Facilities that it shall keep such Ancillary Facilities distinct and separate from each other.

Ancillary Facilities. (a) If any Borrower and any Ancillary Lender agree, subject to compliance with the requirements set forth in this Section 2.23, such Ancillary Lender shall be permitted to provide an Ancillary Facility on a bilateral basis to such Borrower. To the extent any Ancillary Facility exists, the following shall apply: (i) The applicable Revolving Commitment of the Ancillary Lender shall: (A) be deemed to be utilized by its applicable Ancillary Commitment for purposes of (1) calculating the commitment fee payable to such Ancillary Lender pursuant to Section 2.12(a) and (2) calculating the aggregate remaining amount of Revolving Exposure of all applicable Revolving Lenders available under the Revolving Facility (it being understood the commitment fee payable pursuant Section 2.12(a) to Lenders without an Ancillary Facility shall not be modified by the existence of any Ancillary Facility and for purposes of such CREDIT AGREEMENT, Page 84 calculation it shall be assumed that each such Lender’s Revolving Commitments have not been reduced as a result of such Ancillary Facility) (such remaining amount, the “Remaining Revolving Exposure”) and (B) not be deemed to be utilized by the Ancillary Commitment of the applicable Ancillary Lender for purposes of determining whether the Dollar Equivalent of such Ancillary Lender’s Revolving Exposure exceeds its applicable Revolving Commitment (and therefor whether such Ancillary Lender is required to make or participate in a Loan or Letter of Credit under this Agreement). (ii) Borrowings of the Remaining Revolving Exposure shall be made on a pro rata basis among the Revolving Lenders of the applicable Class (including the applicable Ancillary Lenders) pursuant to and subject to the limitations set forth in Section 2.01. (b) To request the creation of an Ancillary Facility, any Borrower shall deliver to the Administrative Agent not later than five (5) 5 Business Days (or such shorter period agreed to by the Administrative Agent) prior to the first date on which such Ancillary Facility is proposed to be made available: (i) a notice in writing specifying: (A) the Borrower or Borrowers to which extensions of credit will be made available thereunder; (B) the first Business Day on which such Ancillary Facility shall be made and the expiration date of such Ancillary Facility (which shall be no later than the Revolving Maturity Date); (C) the type of Ancillary Facility being provided; (D) the identity of the Ancillary Lender(s); and (E) the amount and currency of the Ancillary Commitment with respect to such Ancillary Facility (which shall be expressed in any currency to which such Ancillary Lenders may agree) and shall not exceed such Ancillary Lender’s Revolving Commitment; (ii) a copy of the Ancillary Facility Documents with respect to such Ancillary Facility, together with a certificate of a Responsible Officer of the applicable Borrower(s) certifying that the terms of such Ancillary Facility satisfy the requirements set forth in this Section 2.23 (including any applicable definitions used herein); and (iii) such other information that the Administrative Agent may reasonably request in connection with such Ancillary Facility. The Administrative Agent shall give notice to each Revolving Lender of such Ancillary Facility notice. (c) (i) Subject to the terms of this Agreement, an Affiliate of any Revolving Lender (other than a Disqualified Institution) may become an Ancillary Lender, in which case such Revolving Lender and such Affiliate shall be treated as a single Revolving Lender whose Revolving Commitment is as set forth in Schedule 2.01 or in the Assignment and Assumption pursuant to which such Revolving Lender assumed its Revolving Commitment. (ii) To the extent that this Agreement or any other Loan Document imposes any obligation on any Ancillary Lender and such Ancillary Lender is an Affiliate of a Revolving Lender and not a party thereto, the relevant Revolving Lender shall ensure that such obligation is performed by such Affiliate in compliance with the terms hereof or such other Loan Document. (iii) Each Ancillary Lender, in its capacity as such, hereby appoints the Administrative Agent as its agent for purposes of the Loan Documents and for the avoidance of doubt agrees the Administrative Agent may rely on the applicable protections and indemnities set forth herein (including those set forth in Article IX) with respect to its role as agent under the Loan Documents for such Ancillary Lender. (d) The terms and conditions of any Ancillary Facility shall be as agreed by the applicable Ancillary Lenders and the applicable Borrower thereunder; provided that such terms shall at all times: (i) permit extensions of credit thereunder to be made only to the applicable Borrower; (ii) provide that the Ancillary Commitment of the applicable Ancillary Lenders under such Ancillary Facility shall not exceed such Ancillary Lender’s USD Only Revolving Commitment or USD/Multicurrency Revolving Commitment, as applicable, and that, in the event and on such occasion that such Ancillary Commitment exceeds such USD Only Revolving Commitment or USD/Multicurrency Revolving Commitment, as applicable, such Ancillary Commitment shall be automatically reduced by the amount of such excess; (iii) provide that the Ancillary Facility Exposure shall not exceed the Ancillary Commitment with respect to such Ancillary Facility and (iv) provide that the Ancillary Commitment under such Ancillary Facility shall be canceled, and that all extensions of credit under such Ancillary Facility shall be repaid, not later than the Revolving Maturity Date unless cash collateralized or supported by the issuance of a “back to back” letter of credit in a manner meeting the requirements of clause (iv) of the definition of “Date of Full Satisfaction”. (e) (i) Each Ancillary Facility shall terminate on the Revolving Maturity Date or such earlier date (A) as provided in the relevant Ancillary Facility Document or (B) on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement.

Ancillary Facilities. (a) If any Borrower and any Ancillary Lender agree, subject Subject to compliance with the requirements set forth in this Section 2.232.33, such Ancillary the Company may request from time to time (but in any event prior to the Termination Date for the applicable Multicurrency Lenders in respect of the Multicurrency Facility) and any Multicurrency Lender shall be permitted may agree (in its sole discretion) to provide establish an Ancillary Facility on a bilateral basis to be made available to any Loan Party or any Foreign Subsidiary (each such Loan Party or Foreign Subsidiary in such capacity, an “Ancillary Borrower. To the extent any Ancillary Facility exists, the following shall apply: ”) by conversion of such Lender’s unutilized Multicurrency Commitments (ior part thereof) The applicable Revolving Commitment of the Ancillary Lender shall: (A) be deemed to be utilized by its applicable into an Ancillary Commitment for purposes (and a corresponding reduction of (1) calculating the commitment fee payable such Lender’s Multicurrency Commitments then in effect by an amount equal to such Ancillary Lender pursuant to Section 2.12(a) and (2) calculating the aggregate remaining amount of Revolving Exposure of all applicable Revolving Lenders available under the Revolving Facility (it being understood the commitment fee payable pursuant Section 2.12(a) to Lenders without an Ancillary Facility shall not be modified by the existence of any Ancillary Facility and for purposes of such calculation it shall be assumed that each such Lender’s Revolving Commitments have not been reduced as a result of such Ancillary Facility) (such remaining amount, the “Remaining Revolving Exposure”) and (B) not be deemed to be utilized by the Ancillary Commitment of the applicable Ancillary Lender for purposes of determining whether the Dollar Equivalent of such Ancillary Lender’s Revolving Exposure exceeds its applicable Revolving Commitment (and therefor whether such Ancillary Lender is required to make or participate in a Loan or Letter of Credit under this AgreementCommitment). (ii) Borrowings of the Remaining Revolving Exposure shall be made on a pro rata basis among the Revolving Lenders of the applicable Class (including the applicable Ancillary Lenders) pursuant to and subject to the limitations set forth in Section 2.01. (b) To request the creation of an Ancillary Facility, any Borrower the Company and the applicable Ancillary Borrower(s) shall deliver to the Administrative Agent not later than five (5) 3 Business Days (or such shorter period agreed to by the Administrative Agent) prior to the first date on which Ancillary Commencement Date for such Ancillary Facility is proposed to be made availableFacility: (i) a notice in writing specifying: (A) the Borrower or Borrowers Ancillary Borrower(s) to which extensions of credit will be made available thereunder; (B) the first Business Day on which such proposed Ancillary Facility shall be made Commencement Date and the expiration date of such Ancillary Facility (which shall be no later than the Revolving Maturity DateTermination Date for the applicable Lenders under the Multicurrency Facility); (C) the type of Ancillary Facility being providedprovided (with such type being specified based on the applicable clause of the definition of “Ancillary Facility”); (D) the identity of the Ancillary Lender(s); and; (E) the amount and currency of the proposed Ancillary Commitment with respect to such Ancillary Facility (the Dollar Equivalent of which shall be expressed in any currency to which such on the Ancillary Lenders may agree) and Commencement Date shall not exceed such Ancillary Lender’s Revolving Commitment;Available Multicurrency Commitment (determined prior to giving effect to such Ancillary Commitment but after giving effect to any other Ancillary Commitments of such Lender)); and (ii) a copy of the Ancillary Facility Documents Document with respect to such Ancillary Facility, together with a certificate of a Responsible Officer of the applicable Borrower(s) certifying that the terms of such Ancillary Facility satisfy the requirements set forth in this Section 2.23 (including any applicable definitions used herein); and (iii) such other information that the Administrative Agent may reasonably request in connection with such Ancillary Facility. The Administrative Agent shall give notice to each Revolving Lender with Multicurrency Commitments of such Ancillary Facility notice. (i) Subject to the terms of this Agreement, an Affiliate affiliate of any Revolving Lender (other than a Disqualified Institution) may become an Ancillary Lender, in which case such Revolving Lender and such Affiliate affiliate shall be treated as a single Revolving Lender whose Revolving Commitment is Multicurrency Commitments are as set forth in Schedule 2.01 1.1A or in the Assignment and Assumption pursuant to which such Revolving Lender assumed its Revolving applicable Multicurrency Commitment, as the same may be modified in accordance with the definition of “Multicurrency Commitment”; it being understood that the relevant Lender’s Multicurrency Commitment will be reduced by the amount of the Ancillary Commitment of such Lender or such affiliate for so long as such Ancillary Commitments remain outstanding. (ii) To to the extent that this Agreement or any other Loan Document imposes any obligation on any Ancillary Lender and such Ancillary Lender is an Affiliate affiliate of a Revolving Lender and not a party hereto or thereto, the relevant Revolving Lender shall ensure that such obligation is performed by such Affiliate affiliate in compliance with the terms hereof or such other Loan Document. (iii) Each Ancillary Lender, in its capacity as such, hereby appoints the Administrative Agent as its agent for purposes of the Loan Documents and for the avoidance of doubt agrees the Administrative Agent may rely on the applicable protections and indemnities set forth herein (including those set forth in Article IX) with respect to its role as agent under the Loan Documents for such Ancillary LenderDocuments. (di) The Each Ancillary Facility shall contain terms and conditions of any Ancillary Facility shall be as agreed by acceptable to the applicable Ancillary Lenders Lender(s) and the applicable Borrower Ancillary Borrower(s) thereunder; provided that such terms shall, in the reasonable business judgment of the Company, be based upon normal commercial terms at the time of the creation of such Ancillary Facility pursuant to paragraph (b) of this Section 2.33 and such terms shall at all times: times (iA) permit extensions of credit thereunder to be made only to the applicable BorrowerAncillary Borrower(s); (iiB) provide that the Ancillary Commitment of the applicable any Ancillary Lenders Lender under such Ancillary Facility shall not exceed such Ancillary Lender’s USD Only Revolving Available Multicurrency Commitment or USD/Multicurrency Revolving Commitment, as applicable, of the Ancillary Commencement Date (determined without giving effect to any reduction pursuant to the definition thereof by the amount of such Ancillary Lender’s Ancillary Commitment in relation to such Ancillary Facility) and that, in the event and on such occasion that such Ancillary Commitment exceeds such USD Only Revolving Available Multicurrency Commitment or USD/Multicurrency Revolving Commitment, (determined as applicableof the Ancillary Commencement Date and without giving effect to any reduction pursuant to the definition thereof by the amount of such Ancillary Lender’s Ancillary Commitment in relation to such Ancillary Facility but after giving effect to any other Ancillary Commitments of such Lender), such Ancillary Commitment shall be automatically reduced by the amount of such excess; (iiiC) provide that the Ancillary Facility Exposure Outstandings shall not exceed the Ancillary Commitment with respect to such Ancillary Facility and Facility, (ivD) provide that the Ancillary Commitment under such Ancillary Facility shall be canceled, and that all extensions of credit Ancillary Facility Outstandings under such Ancillary Facility shall be repaid, not later than the Revolving Maturity Termination Date for the applicable Ancillary Lenders under the Multicurrency Facility (or such earlier date as the Multicurrency Commitment of the relevant Ancillary Lender (or its affiliate) is reduced to zero) unless cash collateralized or supported by other arrangements are made to the issuance reasonable satisfaction of the applicable Ancillary Lender (which may take the form of an agreement for the relevant facilities to continue on a bilateral basis and not under the Loan Documents from the Termination Date of the Ancillary Lender under the Multicurrency Facility) and, in each case, the Administrative Agent is reasonably satisfied that (x) such Ancillary Facility shall continue on a bilateral basis and the Lenders other than such Ancillary Lender shall have no obligations with respect to such Ancillary Facility or the relevant Ancillary Outstandings, (y) the Ancillary Outstandings in respect of such Ancillary Facility shall not constitute “back Guaranteed Obligations” (as defined in the Guarantee) and (z) the Administrative Agent shall have no further obligations with respect to back” letter such Ancillary Facility or the related Ancillary Outstandings; and (E) provide that the conditions set forth in Section 5.2 shall be conditions to each extension of credit under such Ancillary Facility (in a manner meeting each case to the requirements of clause (iv) of the definition of “Date of Full Satisfaction”extent applicable). (eii) On the relevant Ancillary Commencement Date after giving effect to the reduction of the Multicurrency Commitment of each Ancillary Lender, each Multicurrency Lender will participate in the outstanding Multicurrency Loans in an amount (as determined by the Administrative Agent) which will result as nearly as possible in the aggregate amount of its participation in the Multicurrency Loans then outstanding bearing the same proportion to the aggregate amount of the Multicurrency Loans then outstanding as its Multicurrency Commitment bears to the aggregate amount of Multicurrency Commitments. (i) Each An Ancillary Facility shall terminate on the Revolving Maturity Termination Date for the applicable Ancillary Lender(s) under the Multicurrency Facility (or later if cash collateral arrangements are made or other arrangements are made to the reasonable satisfaction of the applicable Ancillary Lender (which may take the form of an agreement for the relevant facilities to continue on a bilateral basis and not under the Loan Documents from the Termination Date of the Ancillary Lender under the Multicurrency Facility)) or such earlier date (A) as provided in the relevant Ancillary Facility Document or (B) on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (ii) If an Ancillary Facility expires or is otherwise cancelled in accordance with its terms, the Ancillary Commitment of the Ancillary Lender(s) shall be reduced to zero and the Multicurrency Commitment of those Ancillary Lender(s) (or their respective affiliates) then in effect shall be increased by the amount of such Lender’s expired Ancillary Commitment. (iii) No Ancillary Lender may demand repayment or prepayment of, or cash collateralization of, any Ancillary Facility Outstandings prior to the expiry date of the relevant Ancillary Facility unless it gives the Company and the relevant Ancillary Borrower(s) not less than 3 Business Days’ notice and: (A) the Termination Date for the applicable Lender(s) under the Multicurrency Facility has occurred; (B) the Required Lenders have accelerated the Multicurrency Loans and terminated the Multicurrency Commitments and demanded repayment of, or otherwise accelerated, the Indebtedness or other obligations thereunder (or such Multicurrency Commitments have otherwise been terminated in full); (C) the expiration date of such Ancillary Facility has occurred; (D) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender(s) to perform any of their obligations as contemplated by this Agreement or to fund, issue or maintain their participation in the Ancillary Facility (or it becomes unlawful for the applicable affiliate of the Ancillary Lender(s) to do so); or (E) the Ancillary Facility Outstandings, if any, under such Ancillary Facility may be refinanced by a Loan under the Multicurrency Facility and the relevant Ancillary Lender(s) provide sufficient notice to permit the refinancing of such Ancillary Facility Outstandings with such a Loan. (f) For the purposes of repaying any Ancillary Facility Outstandings pursuant to paragraph (e)(iii)(E) of this Section 2.33: (A) the Multicurrency Commitment of such Ancillary Lender will be increased by the amount of its Ancillary Commitment so terminated; and (B) a Loan may be borrowed irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied to refinance those Ancillary Facility Outstandings). (g) On the making of such a Loan to refinance Ancillary Facility Outstandings: (A) each Multicurrency Lender will participate in that Loan in an amount (as determined by the Administrative Agent) which will result as nearly as possible in the aggregate amount of its participation in the Multicurrency Loans then outstanding bearing the same proportion to the aggregate amount of the Multicurrency Loans then outstanding as its Multicurrency Commitment bears to the aggregate amount of Multicurrency Commitments; and (B) the relevant Ancillary Facility shall be cancelled. (h) The Company and each Ancillary Borrower to which an Ancillary Facility has been made available and each Ancillary Lender shall, upon request by the Administrative Agent, promptly supply the Administrative Agent with any information relating to the operation of such Ancillary Facility (including the Ancillary Facility Outstandings) as the Administrative Agent may reasonably request from time to time. The Company and each Ancillary Borrower consent to all such information being released to the Administrative Agent and the Lenders. (i) The Company and each Ancillary Borrower acknowledge and consent that Sections 2.21, 2.23, 2.24 and 2.25 of this Agreement shall apply to each Ancillary Facility (unless expressly waived by the relevant Ancillary Lender in its sole discretion). (j) To the extent that this Agreement or any other Loan Document imposes any obligation on any Ancillary Borrower and such Ancillary Borrower is an affiliate of a Borrower and not a party hereto or thereto, the relevant Borrower shall ensure that such obligation is performed by such affiliate in compliance with the terms hereof or such other Loan Document. (k) In the event of any conflict between the terms of an Ancillary Facility Document and any Loan Document, the terms of such Loan Document shall govern except for (i) the first sentence of Section 2.20(a) for the purposes of calculating fees, interest or commission relating to the relevant Ancillary Facility, (ii) any Ancillary Facility comprising more than one account where the terms of the Ancillary Facility Documents shall prevail to the extent required to permit the netting of balances in respect of such accounts and (iii) where the relevant term of this Agreement would be contrary to, or inconsistent with, the law governing the relevant Ancillary Facility Document, in which case the relevant term of this Agreement shall be superseded by the terms of the such Ancillary Facility Document solely to the extent necessary to eliminate the subject conflict or inconsistency. (l) No amendment or waiver of a term of any Ancillary Facility Document shall require the consent of any Lender other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, this Section 2.33), in which case Section 10.1 shall apply.

Ancillary Facilities. (a) If any Borrower and any Ancillary Lender (or Ancillary Lenders) agree, subject to compliance with the requirements set forth in this Section 2.232.03, such Ancillary Lender shall be permitted to provide an Ancillary Facility on a bilateral basis to such Borrower. To ; provided that (x) the extent any aggregate amount of Ancillary Facility exists, Commitments shall not exceed the following shall apply: lesser of (i) The applicable Revolving Commitment of the Ancillary Lender shall: (A) be deemed to be utilized by its applicable Ancillary Commitment for purposes of (1) calculating the commitment fee payable to such Ancillary Lender pursuant to Section 2.12(a) and (2) calculating the aggregate remaining amount of Revolving Exposure of all applicable Revolving Lenders available under the Revolving Facility (it being understood the commitment fee payable pursuant Section 2.12(a) to Lenders without an Ancillary Facility shall not be modified by the existence of any Ancillary Facility Credit Commitments then in effect and for purposes of such calculation it shall be assumed that each such Lender’s Revolving Commitments have not been reduced as a result of such Ancillary Facility) (such remaining amount, the “Remaining Revolving Exposure”) and (B) not be deemed to be utilized by the Ancillary Commitment of the applicable Ancillary Lender for purposes of determining whether the Dollar Equivalent of such Ancillary Lender’s Revolving Exposure exceeds its applicable Revolving Commitment (and therefor whether such Ancillary Lender is required to make or participate in a Loan or Letter of Credit under this Agreement). (ii) Borrowings $5,000,000 and (y) no Default or Event of the Remaining Revolving Exposure Default shall exist or be made on a pro rata basis among the Revolving Lenders of the applicable Class (including the applicable Ancillary Lenders) pursuant to and subject to the limitations set forth in Section 2.01continuing. (b) To request the creation of an Ancillary Facility, any the Borrower shall deliver to the Administrative Agent not later than five (5) 3 Business Days (or such shorter period agreed to by the Administrative Agent) prior to the first date on which such Ancillary Facility is proposed to be made available: (i) a notice in writing specifying: (A) the Borrower or Borrowers to which extensions of credit will be made available thereunder; (B) the first Business Day on which such Ancillary Facility shall be made and the expiration date of such Ancillary Facility (which shall be no later than the Maturity Date of the Revolving Maturity DateCredit Commitments); (C) the type of Ancillary Facility being provided; (D) the identity of the Ancillary Lender(s); and (ED) the amount and currency of the Ancillary Commitment with respect to such Ancillary Facility (which shall be expressed in any Available Currency, or in any other currency to which such Ancillary Lenders Lender may agree) and shall not exceed such Ancillary Lender’s Available Revolving Credit Commitment; (ii) a copy of the Ancillary Facility Documents with respect to such Ancillary Facility, together with a certificate of a Responsible Officer of the applicable Borrower(s) certifying that the terms of such Ancillary Facility satisfy the requirements set forth in this Section 2.23 (including any applicable definitions used herein); and (iiiii) such other information that the Administrative Agent may reasonably request in connection with such Ancillary Facility. The Administrative Agent shall give notice to each Revolving Credit Lender of such Ancillary Facility notice. (i) Subject to the terms of this Agreement, an Affiliate of any Revolving Credit Lender (other than a any Disqualified Institution) may become an Ancillary Lender, in which case such Revolving Credit Lender and such Affiliate shall be treated as a single Revolving Credit Lender whose Revolving Credit Commitment is as set forth in Schedule 2.01 2.01(b) under the caption “Revolving Credit Commitment” or in the Assignment and Assumption Acceptance pursuant to which such Revolving Credit Lender assumed its Revolving Credit Commitment, as the same may be modified in accordance with the definition of “Revolving Credit Commitment”; it being understood that the relevant Revolving Credit Lender’s Revolving Credit Commitment will be reduced to the extent of the Ancillary Commitment of such Affiliate. (ii) To the extent that this Agreement or any other Loan Document imposes any obligation on any Ancillary Lender and such Ancillary Lender is an Affiliate of a Revolving Credit Lender and not a party thereto, the relevant Revolving Credit Lender shall ensure that such obligation is performed by such Affiliate in compliance with the terms hereof or such other Loan Document. (iii) Each Ancillary Lender, in its capacity as such, hereby appoints the Administrative Agent as its agent for purposes of the Loan Documents and for the avoidance of doubt agrees the Administrative Agent may rely on the applicable protections and indemnities set forth herein (including those set forth in Article IX) with respect to its role as agent under the Loan Documents for such Ancillary LenderDocuments. (d) The Each Ancillary Facility shall contain terms and conditions of any Ancillary Facility shall be as agreed by acceptable to the applicable Ancillary Lenders and the applicable Revolving Loan Borrower thereunder; provided that such terms shall at all times: (i) be based upon normal commercial terms at the time of the creation of such Ancillary Facility pursuant to paragraph (b) of this Section 2.03; (ii) permit extensions of credit thereunder to be made only to the applicable BorrowerBorrowers of Revolving Credit Loans; (iiiii) provide that the Ancillary Commitment of the applicable Ancillary Lenders under such Ancillary Facility shall not exceed such Ancillary Lender’s USD Only Available Revolving Credit Commitment or USD/Multicurrency Revolving Commitment, as applicable, (determined without giving effect to any reduction pursuant to the definition thereof by the amount of such Ancillary Lender’s Ancillary Commitment in relation to such Ancillary Facility) and that, in the event and on such occasion that such Ancillary Commitment exceeds such USD Only Available Revolving Credit Commitment or USD/Multicurrency Revolving Commitment, as applicable(determined without giving effect to any reduction pursuant to the definition thereof by the amount of such Ancillary Lender’s Ancillary Commitment in relation to such Ancillary Facility), such Ancillary Commitment shall be automatically reduced by the amount of such excess; (iiiiv) provide that the Ancillary Facility Exposure shall not exceed the Ancillary Commitment with respect to such Ancillary Facility and Facility, (ivv) provide that the Ancillary Commitment under such Ancillary Facility shall be canceled, and that all extensions of credit under such Ancillary Facility shall be repaid, not later than the Revolving Maturity Date unless cash collateralized or supported by with respect to the issuance of a “back to back” Revolving Credit Commitments; provided that any letter of credit or other similar instrument issued under any Ancillary Facility may provide for a later expiry date (which may be later than the Maturity Date with respect to the Revolving Credit Commitments) or not provide for an expiry date, as in a manner meeting each case may be agreed by the requirements of clause (iv) Borrower and the applicable Ancillary Lender, so long as other arrangements are made to the reasonable satisfaction of the definition Administrative Agent and the applicable Ancillary Lender (which may take the form of “an agreement for the relevant facilities to continue on a bilateral basis and not under the Loan Documents from the Maturity Date with respect to the Revolving Credit Commitments) and (vi) provide that the conditions set forth in Article IV shall be conditions to each extension of Full Satisfaction”credit under such Ancillary Facility (in each case to the extent applicable and unless otherwise agreed by the relevant Ancillary Lender). (e) (i) Each An Ancillary Facility shall terminate on the Revolving Maturity Date with respect to the Revolving Credit Commitments or such earlier date (A) as provided in the relevant Ancillary Facility Document or (B) on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (ii) If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment of the Ancillary Lender shall be reduced to zero (and the Available Revolving Credit Commitment of that Ancillary Lender shall be increased accordingly). (iii) No Ancillary Lender may demand repayment or prepayment of, or cash cover of, any Ancillary Facility Exposure prior to the expiry date of the relevant Ancillary Facility unless it gives the Company and the Borrower not less than 3 Business Days’ notice and: (A) the Maturity Date with respect to the Revolving Credit Commitments has occurred; (B) the Required Lenders or Required Revolving Credit Lenders have accelerated the Revolving Credit Loans and terminated the Revolving Credit Commitments thereunder and demanded repayment of, or otherwise accelerated, the Indebtedness or other obligations thereunder; (C) the expiration date of such Ancillary Facility has occurred; (D) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or (E) the Ancillary Facility Exposure, if any, under such Ancillary Facility may be refinanced by a Revolving Credit Loan and the relevant Ancillary Lender provides sufficient notice to permit the refinancing of such Ancillary Facility Exposure with a Revolving Credit Loan. (f) For the purposes of repaying any Ancillary Facility Exposure pursuant to paragraph (e)(iii)(E) of this Section 2.03: (i) the Available Revolving Credit Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and (ii) a Revolving Credit Loan may be borrowed irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Facility Exposures). (g) On the making of a Revolving Credit Loan to refinance Ancillary Facility Exposures: (i) each Lender will participate in that Revolving Credit Loan in an amount (as determined by the Administrative Agent) which will result as nearly as possible in the aggregate amount of the its participation in the Revolving Loans then outstanding bearing the same proportion to the aggregate amount of the Revolving Credit Loans then outstanding as its Revolving Credit Commitment bears to the Total Available Revolving Credit Commitments hereunder; and (ii) the relevant Ancillary Facility shall be cancelled. (h) The Borrower and each Borrower to which an Ancillary Facility has been made available and each Ancillary Lender shall, upon request by the Administrative Agent, promptly supply the Administrative Agent with any information relating to the operation of such Ancillary Facility (including the Ancillary Facility Exposure) as the Administrative Agent may reasonably request. (i) The Borrower acknowledges and consents that Article III of this Agreement shall apply to each Ancillary Facility (unless expressly waived by the relevant Ancillary Lender in its sole discretion). (j) In the event of any conflict between the terms of an Ancillary Facility Document and any other Loan Document, the terms of such other Loan Document shall govern except for (i) Section 2.08 and Section 2.09 for the purposes of calculating fees, interest or commission relating to the relevant Ancillary Facility, (ii) any Ancillary Facility comprising more than one account where the terms of the Ancillary Facility Documents shall prevail to the extent required to permit the netting of balances in respect of such accounts and (iii) where the relevant term of this Agreement would be contrary to, or inconsistent with, the law governing the relevant Ancillary Facility Document, in which case the relevant term of this Agreement shall be superseded by the terms of the such Ancillary Facility Document to the extent necessary to eliminate the subject conflict or inconsistency. (k) No amendment or waiver of a term of any Ancillary Facility Document shall require the consent of any Lender other than the relevant Ancillary Lender.

Ancillary Facilities. (a) If any Borrower Restricted Subsidiary and any Ancillary Lender agree, subject to compliance with the requirements set forth in this Section 2.232.18, such Ancillary Lender shall be permitted to provide an Ancillary Facility on a bilateral basis to such BorrowerRestricted Subsidiary. To the extent any Ancillary Facility exists, the following The aggregate Total Revolving Outstandings shall apply: (i) The applicable Revolving Commitment of the Ancillary Lender shall: (A) be deemed to be utilized by its applicable Ancillary Commitment for purposes of (1) calculating the commitment fee payable to such Ancillary Lender pursuant to Section 2.12(a) and (2) calculating not exceed the aggregate remaining amount of Revolving Exposure of all applicable Revolving Lenders available under Credit Commitments then in effect upon the Revolving Facility (it being understood the commitment fee payable pursuant Section 2.12(a) to Lenders without an Ancillary Facility shall not be modified by the existence of any Ancillary Facility and for purposes of such calculation it shall be assumed that each such Lender’s Revolving Commitments have not been reduced as a result implementation of such Ancillary Facility) (such remaining amount, the “Remaining Revolving Exposure”) and (B) not be deemed to be utilized by the Ancillary Commitment of the applicable Ancillary Lender for purposes of determining whether the Dollar Equivalent of such Ancillary Lender’s Revolving Exposure exceeds its applicable Revolving Commitment (and therefor whether such Ancillary Lender is required to make or participate in a Loan or Letter of Credit under this Agreement). (ii) Borrowings of the Remaining Revolving Exposure shall be made on a pro rata basis among the Revolving Lenders of the applicable Class (including the applicable Ancillary Lenders) pursuant to and subject to the limitations set forth in Section 2.01. (b) To request the creation of an Ancillary Facility (other than with respect to the Existing Ancillary Facility, ) any Borrower Restricted Subsidiary shall deliver to the Administrative Agent not later than five (5) 3 Business Days (or such shorter period agreed to by the Administrative Agent) prior to the first date on which such Ancillary Facility is proposed to be made available: (i) a notice in writing specifying: (A) the Borrower or Borrowers to which extensions of credit will be made available thereunder; (B) the first Business Day on which such Ancillary Facility shall be made and the expiration date of such Ancillary Facility (which shall be no later than the Maturity Date of the Revolving Maturity Date)Credit Commitments; (C) the type of Ancillary Facility being provided; (D) the identity of the Ancillary Lender(s); and (E) the amount and currency of the Ancillary Commitment with respect to such Ancillary Facility (which shall be expressed in any Available Currency, or in any other currency to which such Ancillary Lenders Lender may agree) and shall not exceed such Ancillary Lender’s Available Revolving Credit Commitment; (ii) a copy of the Ancillary Facility Documents with respect to such Ancillary Facility, together with a certificate of a Responsible Officer of the applicable Borrower(s) certifying that the terms of such Ancillary Facility satisfy the requirements set forth in this Section 2.23 (including any applicable definitions used herein); and (iiiii) such other information that the Administrative Agent may reasonably request in connection with such Ancillary Facility. The Administrative Agent shall give notice to each Revolving Credit Lender of such Ancillary Facility notice. (i) Subject to the terms of this Agreement, an Affiliate of any Revolving Credit Lender (other than a any Disqualified Institution) may become an Ancillary Lender, in which case such Revolving Credit Lender and such Affiliate shall be treated as a single Revolving Credit Lender whose Revolving Credit Commitment is as set forth in Schedule 2.01 1.01B under the caption “Revolving Credit Commitment” or in the Assignment and Assumption Acceptance pursuant to which such Revolving Credit Lender assumed its Revolving Credit Commitment, as the same may be modified in accordance with the definition of “Revolving Credit Commitment”; it being understood that the relevant Revolving Credit Lender’s Revolving Credit Commitment will be reduced to the extent of the Ancillary Commitment of such Affiliate. Each Affiliate of any Revolving Credit Lender that becomes an Ancillary Lender shall be required to accede to the Existing Intercreditor Agreement, to the extent then in effect, by delivery of a duly completed Accession Deed (as defined therein) or any replacement security trust documentation. (ii) To the extent that this Agreement or any other Loan Document imposes any obligation on any Ancillary Lender and such Ancillary Lender is an Affiliate of a Revolving Credit Lender and not a party thereto, the relevant Revolving Credit Lender shall ensure that such obligation is performed by such Affiliate in compliance with the terms hereof or such other Loan Document. (iii) Each Ancillary Lender, in its capacity as such, hereby appoints the Administrative Agent as its agent for purposes of and in accordance with the Loan Documents and for the avoidance of doubt agrees the Administrative Agent may rely on the applicable protections and indemnities set forth herein (including those set forth in Article IX) with respect to its role as agent under the Loan Documents for such Ancillary LenderDocuments. (d) The Each Ancillary Facility shall contain terms and conditions of any Ancillary Facility shall be as agreed by acceptable to the applicable Ancillary Lenders and the applicable Revolving Loan Borrower thereunder; provided that such terms shall at all times: (i) be based upon normal commercial terms at the time of the creation of such Ancillary Facility pursuant to paragraph (b) of this Section 2.18; (ii) permit extensions of credit thereunder to be made only to the applicable BorrowerBorrowers of Revolving Credit Loans (subject to paragraph (j) below); (iiiii) provide that the Ancillary Commitment of the applicable Ancillary Lenders under such Ancillary Facility shall not exceed such Ancillary Lender’s USD Only Available Revolving Credit Commitment or USD/Multicurrency Revolving Commitment, as applicable, (determined without giving effect to any reduction pursuant to the definition thereof by the amount of such Ancillary Lender’s Ancillary Commitment in relation to such Ancillary Facility) and that, in the event and on such occasion that such Ancillary Commitment exceeds such USD Only Available Revolving Credit Commitment or USD/Multicurrency Revolving Commitment, as applicable(determined without giving effect to any reduction pursuant to the definition thereof by the amount of such Ancillary Lender’s Ancillary Commitment in relation to such Ancillary Facility), such Ancillary Commitment shall be automatically reduced by the amount of such excess; (iiiiv) provide that the Ancillary Facility Exposure shall not exceed the Ancillary Commitment with respect to such Ancillary Facility and Facility, (ivv) provide that the Ancillary Commitment under such Ancillary Facility shall be canceled, and that all extensions of credit under such Ancillary Facility shall be repaid, not later than the Revolving Maturity Date unless cash collateralized or supported by with respect to the issuance of a “back to back” Revolving Credit Commitments; provided that any bank guarantee, letter of credit or other similar instrument issued under any Ancillary Facility may provide for a later expiry date (which may be later than the Maturity Date with respect to the Revolving Credit Commitments) or not provide for an expiry date, as in each case may be agreed by the applicable Restricted Subsidiary and the applicable Ancillary Lender, so long as either (1) the terms of that Ancillary Facility provide that any amounts outstanding under such Ancillary Facility will be Cash Collateralized (provided that such amounts should be delivered to, deposited and/or pledged in favor to or with the applicable Ancillary Lender (and not the Administrative Agent) for its own account) on the Maturity Date with respect to the Revolving Credit Commitments if not repaid on or prior to that date or (2) other arrangements are made to the reasonable satisfaction of the Administrative Agent and the applicable Ancillary Lender (which may take the form of an agreement for the relevant facilities to continue on a manner meeting bilateral basis and not under the requirements Loan Documents from the Maturity Date with respect to the Revolving Credit Commitments) and (vi) provide that the conditions set forth in ARTICLE IV shall be conditions to each extension of clause credit under such Ancillary Facility (ivin each case to the extent applicable and unless otherwise agreed by the relevant Ancillary Lender). Each Borrower and each Ancillary Lender further agrees with and for the benefit of each Lender that (a) where the Ancillary Facility is an overdraft facility comprising more than one account, the Ancillary Facility Exposure under that Ancillary Facility shall not exceed the Designated Net Amount in respect of that Ancillary Facility and (b) where all or part of the Ancillary Facility is an overdraft facility comprising more than one account, the Ancillary Facility Exposure (calculated on the basis that the words in brackets in paragraph (a) of the definition of “Date of Full Satisfaction”that term were deleted) shall not exceed the Designated Gross Amount applicable to that Ancillary Facility. (e) (i) Each An Ancillary Facility shall terminate on the Revolving Maturity Date with respect to the Revolving Credit Commitments (unless Cash Collateralized (provided that such amounts should be delivered to, deposited and/or pledged in favor to or with the applicable Ancillary Lender (and not the Administrative Agent) for its own account) or other arrangements are made to the satisfaction the applicable Ancillary Lender for the relevant Ancillary Facility to continue on a bilateral basis following such Maturity Date) or such earlier date (A) as provided in the relevant Ancillary Facility Document or (B) on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (ii) If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment of the Ancillary Lender shall be reduced to zero (and the Available Revolving Credit Commitment of that Ancillary Lender shall be increased accordingly). (iii) No Ancillary Lender may demand repayment or prepayment of, or cash cover of, any Ancillary Facility Exposure prior to the expiry date of the relevant Ancillary Facility unless it gives Holdings and the relevant Borrower any advance notice required by the applicable Ancillary Facility Document and: (A) the Maturity Date with respect to the Revolving Credit Commitments has occurred; (B) the Required Lenders or Required Revolving Credit Lenders have accelerated the Revolving Credit Loans and terminated the Revolving Credit Commitments thereunder and demanded repayment of, or otherwise accelerated, the Indebtedness or other obligations thereunder (or such Revolving Credit Commitments have otherwise been terminated in full); (C) the expiration date of such Ancillary Facility has occurred; (D) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility (or it becomes unlawful for the applicable Affiliate of the Ancillary Lender to do so); or (E) the Ancillary Facility Exposure, if any, under such Ancillary Facility may be refinanced by a Revolving Credit Loan and the relevant Ancillary Lender provides sufficient notice to permit the refinancing of such Ancillary Facility Exposure with a Revolving Credit Loan. (f) For the purposes of repaying any Ancillary Facility Exposure pursuant to paragraph (e)(iii)(E) of this Section 2.18: (A) The Available Revolving Credit Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and (B) a Revolving Credit Loan may be borrowed irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Facility Exposures). (g) On the making of a Revolving Credit Loan to refinance Ancillary Facility Exposures: (A) each Lender will participate in that Revolving Credit Loan in an amount (as determined by the Administrative Agent) which will result as nearly as possible in the aggregate amount of the its participation in the Revolving Loans then outstanding bearing the same proportion to the aggregate amount of the Revolving Credit Loans then outstanding as its Revolving Credit Commitment bears to the Total Available Revolving Credit Commitments hereunder; (B) the relevant Ancillary Facility shall be cancelled; (h) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the applicable regulatory authority as netted for capital adequacy purposes; and (i) Holdings and each Borrower to which an Ancillary Facility has been made available and each Ancillary Lender shall, upon request by the Administrative Agent, promptly supply the Administrative Agent with any information relating to the operation of such Ancillary Facility (including the Ancillary Facility Exposure) as the Administrative Agent may reasonably request. (j) Subject to the terms of this Agreement, an Affiliate of the Borrower, the Co-Borrower and any Additional Borrower (together the “Relevant Borrowers”) may with the approval of the relevant Ancillary Lender become a borrower with respect to an Ancillary Facility. The Parent shall specify any relevant Affiliate in any notice delivered by the Parent to the Facility Agent pursuant to Section 2.18(b). If the Relevant Borrower ceases to be a Borrower under this Agreement in accordance with Section 10.7 (Successors and Assigns) its Affiliate shall cease to have any rights under this Agreement or any Ancillary Document (unless that Affiliate is also the Affiliate of a Relevant Borrower which has not ceased to be a Borrower). Where this Agreement or any other Loan Document imposes an obligation on a Borrower under an Ancillary Facility and the Borrower is an Affiliate of a Relevant Borrower which is not a party to that document, the Relevant Borrower shall ensure that the obligation is performed by its Affiliate. Any reference in this Agreement or any other Loan Document to a Borrower being under no obligations (whether actual or contingent) as a Borrower under such Loan Document shall be construed to include a reference to any Affiliate of a Relevant Borrower being under no obligations under any Loan Document or Ancillary Document (unless that Affiliate is also the Affiliate of another Relevant Borrower). (k) Holdings and each Restricted Subsidiary acknowledge and consent that ARTICLE III of this Agreement shall apply to each Ancillary Facility (unless expressly waived by the relevant Ancillary Lender in its sole discretion), (l) In the event of any conflict between the terms of an Ancillary Facility Document and any other Loan Document, the terms of such other Loan Document shall govern except for (i) Section 2.08 and Section 2.09 for the purposes of calculating fees, interest or commission relating to the relevant Ancillary Facility, (ii) any Ancillary Facility comprising more than one account where the terms of the Ancillary Facility Documents shall prevail to the extent required to permit the netting of balances in respect of such accounts and (iii) where the relevant term of this Agreement would be contrary to, or inconsistent with, the law governing the relevant Ancillary Facility Document, in which case the relevant term of this Agreement shall be superseded by the terms of the such Ancillary Facility Document to the extent necessary to eliminate the subject conflict or inconsistency. (m) No amendment or waiver of a term of any Ancillary Facility Document shall require the consent of any Lender other than the relevant Ancillary Lender. (n) The provisions of Section 3.01 shall apply mutatis mutandis to the Ancillary Lenders and the Ancillary Facility Documents to the same extent as they apply to the Lenders and the Loan Documents, respectively. (o) The Existing Ancillary Facility provided by the Original Ancillary Lender or their Affiliates and entered into under and in accordance with the Existing Facility Agreement before the Closing Date, and which remain committed on the Closing Date, are each deemed to be an Ancillary Facility made available by the applicable Original Ancillary Lender to the relevant Borrower(s) and/or Affiliates of such Borrowers as specified in that Existing Ancillary Facility on and from the Closing Date pursuant to and for the purposes of this Section, on such terms as set forth in that Existing Ancillary Facility (unless otherwise amended and restated) and with the commitment as set forth in that Existing Ancillary Facility. No further notice, consent or document (including any notice contemplated by this Section) shall be required from any Party to ensure that on the Closing Date (a) each Original Ancillary Lender becomes an Ancillary Lender, (b) the Existing Ancillary Facility which satisfies the requirements of the immediately preceding sentence becomes an Ancillary Facility and (c) each Original Ancillary Lender receives the benefit of the Collateral comprised by the Collateral Documents.

Ancillary Facilities. (a) If any Borrower and any Ancillary Lender agree, subject Subject to compliance with the requirements set forth in this Section 2.232.30, such Ancillary the Company may request from time to time (but in any event prior to the Termination Date for the applicable Multicurrency Lenders in respect of the Multicurrency Facility) and any Multicurrency Lender shall be permitted may agree (in its sole discretion) to provide establish an Ancillary Facility on a bilateral basis to be made available to any Loan Party or any Foreign Subsidiary (each such Loan Party or Foreign Subsidiary in such capacity, an “Ancillary Borrower. To the extent any Ancillary Facility exists, the following shall apply: ”) by conversion of such Lender’s unutilized Multicurrency Commitments (ior part thereof) The applicable Revolving Commitment of the Ancillary Lender shall: (A) be deemed to be utilized by its applicable into an Ancillary Commitment for purposes (and a corresponding reduction of (1) calculating the commitment fee payable such Lender’s Multicurrency Commitments then in effect by an amount equal to such Ancillary Lender pursuant to Section 2.12(a) and (2) calculating the aggregate remaining amount of Revolving Exposure of all applicable Revolving Lenders available under the Revolving Facility (it being understood the commitment fee payable pursuant Section 2.12(a) to Lenders without an Ancillary Facility shall not be modified by the existence of any Ancillary Facility and for purposes of such calculation it shall be assumed that each such Lender’s Revolving Commitments have not been reduced as a result of such Ancillary Facility) (such remaining amount, the “Remaining Revolving Exposure”) and (B) not be deemed to be utilized by the Ancillary Commitment of the applicable Ancillary Lender for purposes of determining whether the Dollar Equivalent of such Ancillary Lender’s Revolving Exposure exceeds its applicable Revolving Commitment (and therefor whether such Ancillary Lender is required to make or participate in a Loan or Letter of Credit under this AgreementCommitment). (ii) Borrowings of the Remaining Revolving Exposure shall be made on a pro rata basis among the Revolving Lenders of the applicable Class (including the applicable Ancillary Lenders) pursuant to and subject to the limitations set forth in Section 2.01. (b) To request the creation of an Ancillary Facility, any Borrower the Company and the applicable Ancillary Borrower(s) shall deliver to the Administrative Agent not later than five (5) 3 Business Days (or such shorter period agreed to by the Administrative Agent) prior to the first date on which Ancillary Commencement Date for such Ancillary Facility is proposed to be made availableFacility: (i) a notice in writing specifying: (A) the Borrower or Borrowers Ancillary Borrower(s) to which extensions of credit will be made available thereunder; (B) the first Business Day on which such proposed Ancillary Facility shall be made Commencement Date and the expiration date of such Ancillary Facility (which shall be no later than the Revolving Maturity DateTermination Date for the applicable Lenders under the Multicurrency Facility); (C) the type of Ancillary Facility being providedprovided (with such type being specified based on the applicable clause of the definition of “Ancillary Facility”); (D) the identity of the Ancillary Lender(s); and; (E) the amount and currency of the proposed Ancillary Commitment with respect to such Ancillary Facility (the Dollar Equivalent of which shall be expressed in any currency to which such on the Ancillary Lenders may agree) and Commencement Date shall not exceed such Ancillary Lender’s Revolving Commitment;Available Multicurrency Commitment (determined prior to giving effect to such Ancillary Commitment but after giving effect to any other Ancillary Commitments of such Lender)); and (ii) a copy of the Ancillary Facility Documents Document with respect to such Ancillary Facility, together with a certificate of a Responsible Officer of the applicable Borrower(s) certifying that the terms of such Ancillary Facility satisfy the requirements set forth in this Section 2.23 (including any applicable definitions used herein); and (iii) such other information that the Administrative Agent may reasonably request in connection with such Ancillary Facility. The Administrative Agent shall give notice to each Revolving Lender with Multicurrency Commitments of such Ancillary Facility notice. (i) Subject to the terms of this Agreement, an Affiliate affiliate of any Revolving Lender (other than a Disqualified Institution) may become an Ancillary Lender, in which case such Revolving Lender and such Affiliate affiliate shall be treated as a single Revolving Lender whose Revolving Commitment is Multicurrency Commitments are as set forth in Schedule 2.01 1.1A or in the Assignment and Assumption pursuant to which such Revolving Lender assumed its Revolving applicable Multicurrency Commitment, as the same may be modified in accordance with the definition of “Multicurrency Commitment”; it being understood that the relevant Lender’s Multicurrency Commitment will be reduced by the amount of the Ancillary Commitment of such Lender or such affiliate for so long as such Ancillary Commitments remain outstanding. (ii) To to the extent that this Agreement or any other Loan Document imposes any obligation on any Ancillary Lender and such Ancillary Lender is an Affiliate affiliate of a Revolving Lender and not a party hereto or thereto, the relevant Revolving Lender shall ensure that such obligation is performed by such Affiliate affiliate in compliance with the terms hereof or such other Loan Document. (iii) Each Ancillary Lender, in its capacity as such, hereby appoints the Administrative Agent as its agent for purposes of the Loan Documents and for the avoidance of doubt agrees the Administrative Agent may rely on the applicable protections and indemnities set forth herein (including those set forth in Article IX) with respect to its role as agent under the Loan Documents for such Ancillary LenderDocuments. (di) The Each Ancillary Facility shall contain terms and conditions of any Ancillary Facility shall be as agreed by acceptable to the applicable Ancillary Lenders Lender(s) and the applicable Borrower Ancillary Borrower(s) thereunder; provided that such terms shall, in the reasonable business judgment of the Company, be based upon normal commercial terms at the time of the creation of such Ancillary Facility pursuant to paragraph (b) of this Section 2.30 and such terms shall at all times: times (iA) permit extensions of credit thereunder to be made only to the applicable BorrowerAncillary Borrower(s); (iiB) provide that the Ancillary Commitment of the applicable any Ancillary Lenders Lender under such Ancillary Facility shall not exceed such Ancillary Lender’s USD Only Revolving Available Multicurrency Commitment or USD/Multicurrency Revolving Commitment, as applicable, of the Ancillary Commencement Date (determined without giving effect to any reduction pursuant to the definition thereof by the amount of such Ancillary Lender’s Ancillary Commitment in relation to such Ancillary Facility) and that, in the event and on such occasion that such Ancillary Commitment exceeds such USD Only Revolving Available Multicurrency Commitment or USD/Multicurrency Revolving Commitment, (determined as applicableof the Ancillary Commencement Date and without giving effect to any reduction pursuant to the definition thereof by the amount of such Ancillary Lender’s Ancillary Commitment in relation to such Ancillary Facility but after giving effect to any other Ancillary Commitments of such Lender), such Ancillary Commitment shall be automatically reduced by the amount of such excess; (iiiC) provide that the Ancillary Facility Exposure Outstandings shall not exceed the Ancillary Commitment with respect to such Ancillary Facility and Facility, (ivD) provide that the Ancillary Commitment under such Ancillary Facility shall be canceled, and that all extensions of credit Ancillary Facility Outstandings under such Ancillary Facility shall be repaid, not later than the Revolving Maturity Termination Date for the applicable Ancillary Lenders under the Multicurrency Facility (or such earlier date as the Multicurrency Commitment of the relevant Ancillary Lender (or its affiliate) is reduced to zero) unless cash collateralized or supported by other arrangements are made to the issuance reasonable satisfaction of the applicable Ancillary Lender (which may take the form of an agreement for the relevant facilities to continue on a bilateral basis and not under the Loan Documents from the Termination Date of the Ancillary Lender under the Multicurrency Facility) and, in each case, the Administrative Agent is reasonably satisfied that (x) such Ancillary Facility shall continue on a bilateral basis and the Lenders other than such Ancillary Lender shall have no obligations with respect to such Ancillary Facility or the relevant Ancillary Facility Outstandings, (y) the Ancillary Facility Outstandings in respect of such Ancillary Facility shall not constitute “back Guaranteed Obligations” (as defined in the Guarantee) and (z) the Administrative Agent shall have no further obligations with respect to back” letter such Ancillary Facility or the related Ancillary Facility Outstandings; and (E) provide that the conditions set forth in Section 5.2 shall be conditions to each extension of credit under such Ancillary Facility (in a manner meeting each case to the requirements of clause (iv) of the definition of “Date of Full Satisfaction”extent applicable). (eii) On the relevant Ancillary Commencement Date after giving effect to the reduction of the Multicurrency Commitment of each Ancillary Lender, each Multicurrency Lender will participate in the outstanding Multicurrency Loans in an amount (as determined by the Administrative Agent) which will result as nearly as possible in the aggregate amount of its participation in the Multicurrency Loans then outstanding bearing the same proportion to the aggregate amount of the Multicurrency Loans then outstanding as its Multicurrency Commitment bears to the aggregate amount of Multicurrency Commitments. (i) Each An Ancillary Facility shall terminate on the Revolving Maturity Termination Date for the applicable Ancillary Lender(s) under the Multicurrency Facility (or later if cash collateral arrangements are made or other arrangements are made to the reasonable satisfaction of the applicable Ancillary Lender (which may take the form of an agreement for the relevant facilities to continue on a bilateral basis and not under the Loan Documents from the Termination Date of the Ancillary Lender under the Multicurrency Facility)) or such earlier date (A) as provided in the relevant Ancillary Facility Document or (B) on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (ii) If an Ancillary Facility expires or is otherwise cancelled in accordance with its terms, the Ancillary Commitment of the Ancillary Lender(s) shall be reduced to zero and the Multicurrency Commitment of those Ancillary Lender(s) (or their respective affiliates) then in effect shall be increased by the amount of such Lender’s expired Ancillary Commitment. (iii) No Ancillary Lender may demand repayment or prepayment of, or cash collateralization of, any Ancillary Facility Outstandings prior to the expiry date of the relevant Ancillary Facility unless it gives the Company and the relevant Ancillary Borrower(s) not less than 3 Business Days’ notice and: (A) the Termination Date for the applicable Lender(s) under the Multicurrency Facility has occurred; (B) the Required Lenders have accelerated the Multicurrency Loans and terminated the Multicurrency Commitments and demanded repayment of, or otherwise accelerated, the Indebtedness or other obligations thereunder (or such Multicurrency Commitments have otherwise been terminated in full); (C) the expiration date of such Ancillary Facility has occurred; (D) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender(s) to perform any of their obligations as contemplated by this Agreement or to fund, issue or maintain their participation in the Ancillary Facility (or it becomes unlawful for the applicable affiliate of the Ancillary Lender(s) to do so); or (E) the Ancillary Facility Outstandings, if any, under such Ancillary Facility may be refinanced by a Loan under the Multicurrency Facility and the relevant Ancillary Lender(s) provide sufficient notice to permit the refinancing of such Ancillary Facility Outstandings with such a Loan. (f) For the purposes of repaying any Ancillary Facility Outstandings pursuant to paragraph (e)(iii)(E) of this Section 2.30: (A) the Multicurrency Commitment of such Ancillary Lender will be increased by the amount of its Ancillary Commitment so terminated; and (B) a Loan may be borrowed irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied to refinance those Ancillary Facility Outstandings). (g) On the making of such a Loan to refinance Ancillary Facility Outstandings: (A) each Multicurrency Lender will participate in that Loan in an amount (as determined by the Administrative Agent) which will result as nearly as possible in the aggregate amount of its participation in the Multicurrency Loans then outstanding bearing the same proportion to the aggregate amount of the Multicurrency Loans then outstanding as its Multicurrency Commitment bears to the aggregate amount of Multicurrency Commitments; and (B) the relevant Ancillary Facility shall be cancelled. (h) The Company and each Ancillary Borrower to which an Ancillary Facility has been made available and each Ancillary Lender shall, upon request by the Administrative Agent, promptly supply the Administrative Agent with any information relating to the operation of such Ancillary Facility (including the Ancillary Facility Outstandings) as the Administrative Agent may reasonably request from time to time. The Company and each Ancillary Borrower consent to all such information being released to the Administrative Agent and the Lenders. (i) The Company and each Ancillary Borrower acknowledge and consent that Sections 2.18, 2.20, 2.21 and 2.22 of this Agreement shall apply to each Ancillary Facility (unless expressly waived by the relevant Ancillary Lender in its sole discretion). (j) To the extent that this Agreement or any other Loan Document imposes any obligation on any Ancillary Borrower and such Ancillary Borrower is an affiliate of a Borrower and not a party hereto or thereto, the relevant Borrower shall ensure that such obligation is performed by such affiliate in compliance with the terms hereof or such other Loan Document. (k) In the event of any conflict between the terms of an Ancillary Facility Document and any Loan Document, the terms of such Loan Document shall govern except for (i) the first sentence of Section 2.17(a) for the purposes of calculating fees, interest or commission relating to the relevant Ancillary Facility, (ii) any Ancillary Facility comprising more than one account where the terms of the Ancillary Facility Documents shall prevail to the extent required to permit the netting of balances in respect of such accounts and (iii) where the relevant term of this Agreement would be contrary to, or inconsistent with, the law governing the relevant Ancillary Facility Document, in which case the relevant term of this Agreement shall be superseded by the terms of the such Ancillary Facility Document solely to the extent necessary to eliminate the subject conflict or inconsistency. (l) No amendment or waiver of a term of any Ancillary Facility Document shall require the consent of any Lender other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, this Section 2.30), in which case Section 10.1 shall apply.

Ancillary Facilities. (a) If any Borrower and any Ancillary Lender agree, subject Subject to compliance with the requirements set forth in this Section 2.232.33, such Ancillary the Company may request from time to time (but in any event prior to the Termination Date for the applicable Multicurrency Lenders in respect of the Multicurrency Facility) and any Multicurrency Lender shall be permitted may agree (in its sole discretion) to provide establish an Ancillary Facility on a bilateral basis to be made available to any Loan Party or any Foreign Subsidiary (each such Loan Party or Foreign Subsidiary in such capacity, an “Ancillary Borrower. To the extent any Ancillary Facility exists, the following shall apply: ”) by conversion of such Lender’s unutilized Multicurrency Commitments (ior part thereof) The applicable Revolving Commitment of the Ancillary Lender shall: (A) be deemed to be utilized by its applicable into an Ancillary Commitment for purposes (and a corresponding reduction of (1) calculating the commitment fee payable such Lender’s Multicurrency Commitments then in effect by an amount equal to such Ancillary Lender pursuant to Section 2.12(a) and (2) calculating the aggregate remaining amount of Revolving Exposure of all applicable Revolving Lenders available under the Revolving Facility (it being understood the commitment fee payable pursuant Section 2.12(a) to Lenders without an Ancillary Facility shall not be modified by the existence of any Ancillary Facility and for purposes of such calculation it shall be assumed that each such Lender’s Revolving Commitments have not been reduced as a result of such Ancillary Facility) (such remaining amount, the “Remaining Revolving Exposure”) and (B) not be deemed to be utilized by the Ancillary Commitment of the applicable Ancillary Lender for purposes of determining whether the Dollar Equivalent of such Ancillary Lender’s Revolving Exposure exceeds its applicable Revolving Commitment (and therefor whether such Ancillary Lender is required to make or participate in a Loan or Letter of Credit under this AgreementCommitment). (ii) Borrowings of the Remaining Revolving Exposure shall be made on a pro rata basis among the Revolving Lenders of the applicable Class (including the applicable Ancillary Lenders) pursuant to and subject to the limitations set forth in Section 2.01. (b) To request the creation of an Ancillary Facility, any Borrower the Company and the applicable Ancillary Borrower(s) shall deliver to the Administrative Agent not later than five (5) 3 Business Days (or such shorter period agreed to by the Administrative Agent) prior to the first date on which Ancillary Commencement Date for such Ancillary Facility is proposed to be made availableFacility: (i) a notice in writing specifying: (A) the Borrower or Borrowers Ancillary Borrower(s) to which extensions of credit will be made available thereunder; (B) the first Business Day on which such proposed Ancillary Facility shall be made Commencement Date and the expiration date of such Ancillary Facility (which shall be no later than the Revolving Maturity DateTermination Date for the applicable Lenders under the Multicurrency Facility);; 509265-1725-14038-Active.16338633 (C) the type of Ancillary Facility being providedprovided (with such type being specified based on the applicable clause of the definition of “Ancillary Facility”); (D) the identity of the Ancillary Lender(s); and; (E) the amount and currency of the proposed Ancillary Commitment with respect to such Ancillary Facility (the Dollar Equivalent of which shall be expressed in any currency to which such on the Ancillary Lenders may agree) and Commencement Date shall not exceed such Ancillary Lender’s Revolving Commitment;Available Multicurrency Commitment (determined prior to giving effect to such Ancillary Commitment but after giving effect to any other Ancillary Commitments of such Lender)); and (ii) a copy of the Ancillary Facility Documents Document with respect to such Ancillary Facility, together with a certificate of a Responsible Officer of the applicable Borrower(s) certifying that the terms of such Ancillary Facility satisfy the requirements set forth in this Section 2.23 (including any applicable definitions used herein); and (iii) such other information that the Administrative Agent may reasonably request in connection with such Ancillary Facility. The Administrative Agent shall give notice to each Revolving Lender with Multicurrency Commitments of such Ancillary Facility notice. (i) Subject to the terms of this Agreement, an Affiliate affiliate of any Revolving Lender (other than a Disqualified Institution) may become an Ancillary Lender, in which case such Revolving Lender and such Affiliate affiliate shall be treated as a single Revolving Lender whose Revolving Commitment is Multicurrency Commitments are as set forth in Schedule 2.01 1.1A or in the Assignment and Assumption pursuant to which such Revolving Lender assumed its Revolving applicable Multicurrency Commitment, as the same may be modified in accordance with the definition of “Multicurrency Commitment”; it being understood that the relevant Lender’s Multicurrency Commitment will be reduced by the amount of the Ancillary Commitment of such Lender or such affiliate for so long as such Ancillary Commitments remain outstanding. (ii) To to the extent that this Agreement or any other Loan Document imposes any obligation on any Ancillary Lender and such Ancillary Lender is an Affiliate affiliate of a Revolving Lender and not a party hereto or thereto, the relevant Revolving Lender shall ensure that such obligation is performed by such Affiliate affiliate in compliance with the terms hereof or such other Loan Document. (iii) Each Ancillary Lender, in its capacity as such, hereby appoints the Administrative Agent as its agent for purposes of the Loan Documents and for the avoidance of doubt agrees the Administrative Agent may rely on the applicable protections and indemnities set forth herein (including those set forth in Article IX) with respect to its role as agent under the Loan Documents for such Ancillary LenderDocuments. (di) The Each Ancillary Facility shall contain terms and conditions of any Ancillary Facility shall be as agreed by acceptable to the applicable Ancillary Lenders Lender(s) and the applicable Borrower Ancillary Borrower(s) thereunder; provided that such terms shall, in the reasonable business judgment of the Company, be based upon normal commercial terms at the time of the creation of such Ancillary Facility pursuant to paragraph (b) of this Section 2.33 and such terms shall at all times: times (iA) permit extensions of credit thereunder to be made only to the applicable BorrowerAncillary Borrower(s); (iiB) provide that the Ancillary Commitment of the applicable any Ancillary Lenders Lender under such Ancillary Facility shall not exceed such Ancillary Lender’s USD Only Revolving Available Multicurrency Commitment or USD/Multicurrency Revolving Commitment, as applicable, of the Ancillary Commencement Date (determined without giving effect to any reduction pursuant to the definition thereof by the amount of such Ancillary Lender’s Ancillary Commitment in relation to such Ancillary Facility) and that, in the event and on such occasion that such Ancillary Commitment exceeds such USD Only Revolving Available Multicurrency Commitment or USD/Multicurrency Revolving Commitment, (determined as applicableof the Ancillary Commencement Date and without giving effect to any reduction pursuant to the definition thereof by the 509265-1725-14038-Active.16338633 amount of such Ancillary Lender’s Ancillary Commitment in relation to such Ancillary Facility but after giving effect to any other Ancillary Commitments of such Lender), such Ancillary Commitment shall be automatically reduced by the amount of such excess; (iiiC) provide that the Ancillary Facility Exposure Outstandings shall not exceed the Ancillary Commitment with respect to such Ancillary Facility and Facility, (ivD) provide that the Ancillary Commitment under such Ancillary Facility shall be canceled, and that all extensions of credit Ancillary Facility Outstandings under such Ancillary Facility shall be repaid, not later than the Revolving Maturity Termination Date for the applicable Ancillary Lenders under the Multicurrency Facility (or such earlier date as the Multicurrency Commitment of the relevant Ancillary Lender (or its affiliate) is reduced to zero) unless cash collateralized or supported by other arrangements are made to the issuance reasonable satisfaction of the applicable Ancillary Lender (which may take the form of an agreement for the relevant facilities to continue on a bilateral basis and not under the Loan Documents from the Termination Date of the Ancillary Lender under the Multicurrency Facility) and, in each case, the Administrative Agent is reasonably satisfied that (x) such Ancillary Facility shall continue on a bilateral basis and the Lenders other than such Ancillary Lender shall have no obligations with respect to such Ancillary Facility or the relevant Ancillary Outstandings, (y) the Ancillary Outstandings in respect of such Ancillary Facility shall not constitute “back Guaranteed Obligations” (as defined in the Guarantee) and (z) the Administrative Agent shall have no further obligations with respect to back” letter such Ancillary Facility or the related Ancillary Outstandings; and (E) provide that the conditions set forth in Section 5.2 shall be conditions to each extension of credit under such Ancillary Facility (in a manner meeting each case to the requirements of clause (iv) of the definition of “Date of Full Satisfaction”extent applicable). (eii) On the relevant Ancillary Commencement Date after giving effect to the reduction of the Multicurrency Commitment of each Ancillary Lender, each Multicurrency Lender will participate in the outstanding Multicurrency Loans in an amount (as determined by the Administrative Agent) which will result as nearly as possible in the aggregate amount of its participation in the Multicurrency Loans then outstanding bearing the same proportion to the aggregate amount of the Multicurrency Loans then outstanding as its Multicurrency Commitment bears to the aggregate amount of Multicurrency Commitments. (i) Each An Ancillary Facility shall terminate on the Revolving Maturity Termination Date for the applicable Ancillary Lender(s) under the Multicurrency Facility (or later if cash collateral arrangements are made or other arrangements are made to the reasonable satisfaction of the applicable Ancillary Lender (which may take the form of an agreement for the relevant facilities to continue on a bilateral basis and not under the Loan Documents from the Termination Date of the Ancillary Lender under the Multicurrency Facility)) or such earlier date (A) as provided in the relevant Ancillary Facility Document or (B) on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (ii) If an Ancillary Facility expires or is otherwise cancelled in accordance with its terms, the Ancillary Commitment of the Ancillary Lender(s) shall be reduced to zero and the Multicurrency Commitment of those Ancillary Lender(s) (or their respective affiliates) then in effect shall be increased by the amount of such Lender’s expired Ancillary Commitment. (iii) No Ancillary Lender may demand repayment or prepayment of, or cash collateralization of, any Ancillary Facility Outstandings prior to the expiry date of the relevant Ancillary Facility unless it gives the Company and the relevant Ancillary Borrower(s) not less than 3 Business Days’ notice and: (A) the Termination Date for the applicable Lender(s) under the Multicurrency Facility has occurred; 509265-1725-14038-Active.16338633 (B) the Required Lenders have accelerated the Multicurrency Loans and terminated the Multicurrency Commitments and demanded repayment of, or otherwise accelerated, the Indebtedness or other obligations thereunder (or such Multicurrency Commitments have otherwise been terminated in full); (C) the expiration date of such Ancillary Facility has occurred; (D) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender(s) to perform any of their obligations as contemplated by this Agreement or to fund, issue or maintain their participation in the Ancillary Facility (or it becomes unlawful for the applicable affiliate of the Ancillary Lender(s) to do so); or (E) the Ancillary Facility Outstandings, if any, under such Ancillary Facility may be refinanced by a Loan under the Multicurrency Facility and the relevant Ancillary Lender(s) provide sufficient notice to permit the refinancing of such Ancillary Facility Outstandings with such a Loan. (f) For the purposes of repaying any Ancillary Facility Outstandings pursuant to paragraph (e)(iii)(E) of this Section 2.33: (A) the Multicurrency Commitment of such Ancillary Lender will be increased by the amount of its Ancillary Commitment so terminated; and (B) a Loan may be borrowed irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied to refinance those Ancillary Facility Outstandings). (g) On the making of such a Loan to refinance Ancillary Facility Outstandings: (A) each Multicurrency Lender will participate in that Loan in an amount (as determined by the Administrative Agent) which will result as nearly as possible in the aggregate amount of its participation in the Multicurrency Loans then outstanding bearing the same proportion to the aggregate amount of the Multicurrency Loans then outstanding as its Multicurrency Commitment bears to the aggregate amount of Multicurrency Commitments; and (B) the relevant Ancillary Facility shall be cancelled. (h) The Company and each Ancillary Borrower to which an Ancillary Facility has been made available and each Ancillary Lender shall, upon request by the Administrative Agent, promptly supply the Administrative Agent with any information relating to the operation of such Ancillary Facility (including the Ancillary Facility Outstandings) as the Administrative Agent may reasonably request from time to time. The Company and each Ancillary Borrower consent to all such information being released to the Administrative Agent and the Lenders. (i) The Company and each Ancillary Borrower acknowledge and consent that Sections 2.21, 2.23, 2.24 and 2.25 of this Agreement shall apply to each Ancillary Facility (unless expressly waived by the relevant Ancillary Lender in its sole discretion). 509265-1725-14038-Active.16338633 (j) To the extent that this Agreement or any other Loan Document imposes any obligation on any Ancillary Borrower and such Ancillary Borrower is an affiliate of a Borrower and not a party hereto or thereto, the relevant Borrower shall ensure that such obligation is performed by such affiliate in compliance with the terms hereof or such other Loan Document. (k) In the event of any conflict between the terms of an Ancillary Facility Document and any Loan Document, the terms of such Loan Document shall govern except for (i) the first sentence of Section 2.20(a) for the purposes of calculating fees, interest or commission relating to the relevant Ancillary Facility, (ii) any Ancillary Facility comprising more than one account where the terms of the Ancillary Facility Documents shall prevail to the extent required to permit the netting of balances in respect of such accounts and (iii) where the relevant term of this Agreement would be contrary to, or inconsistent with, the law governing the relevant Ancillary Facility Document, in which case the relevant term of this Agreement shall be superseded by the terms of the such Ancillary Facility Document solely to the extent necessary to eliminate the subject conflict or inconsistency. (l) No amendment or waiver of a term of any Ancillary Facility Document shall require the consent of any Lender other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, this Section 2.33), in which case Section 10.1 shall apply.

Ancillary Facilities. (a) If any Borrower and any Ancillary Lender agree, subject Subject to compliance with the requirements set forth in this Section 2.232.30, such Ancillary the Company may request from time to time (but in any event prior to the Termination Date for the applicable Multicurrency Lenders in respect of the Multicurrency Facility) and any Multicurrency Lender shall be permitted may agree (in its sole discretion) to provide establish an Ancillary Facility on a bilateral basis to be made available to any Loan Party or any Foreign Subsidiary (each such Loan Party or Foreign Subsidiary in such capacity, an “Ancillary Borrower. To the extent any Ancillary Facility exists, the following shall apply: ”) by conversion of such Lender’s unutilized Multicurrency Commitments (ior part thereof) The applicable Revolving Commitment of the Ancillary Lender shall: (A) be deemed to be utilized by its applicable into an Ancillary Commitment for purposes (and a corresponding reduction of (1) calculating the commitment fee payable such Lender’s Multicurrency Commitments then in effect by an amount equal to such Ancillary Lender pursuant to Section 2.12(a) and (2) calculating the aggregate remaining amount of Revolving Exposure of all applicable Revolving Lenders available under the Revolving Facility (it being understood the commitment fee payable pursuant Section 2.12(a) to Lenders without an Ancillary Facility shall not be modified by the existence of any Ancillary Facility and for purposes of such calculation it shall be assumed that each such Lender’s Revolving Commitments have not been reduced as a result of such Ancillary Facility) (such remaining amount, the “Remaining Revolving Exposure”) and (B) not be deemed to be utilized by the Ancillary Commitment of the applicable Ancillary Lender for purposes of determining whether the Dollar Equivalent of such Ancillary Lender’s Revolving Exposure exceeds its applicable Revolving Commitment (and therefor whether such Ancillary Lender is required to make or participate in a Loan or Letter of Credit under this AgreementCommitment). (ii) Borrowings of the Remaining Revolving Exposure shall be made on a pro rata basis among the Revolving Lenders of the applicable Class (including the applicable Ancillary Lenders) pursuant to and subject to the limitations set forth in Section 2.01. (b) To request the creation of an Ancillary Facility, any Borrower the Company and the applicable Ancillary Borrower(s) shall deliver to the Administrative Agent not later than five (5) 3 Business Days (or such shorter period agreed to by the Administrative Agent) prior to the first date on which Ancillary Commencement Date for such Ancillary Facility is proposed to be made availableFacility: (i) a notice in writing specifying: (A) the Borrower or Borrowers Ancillary Borrower(s) to which extensions of credit will be made available thereunder; (B) the first Business Day on which such proposed Ancillary Facility shall be made Commencement Date and the expiration date of such Ancillary Facility (which shall be no later than the Revolving Maturity DateTermination Date for the applicable Lenders under the Multicurrency Facility); (C) the type of Ancillary Facility being providedprovided (with such type being specified based on the applicable clause of the definition of “Ancillary Facility”); (D) the identity of the Ancillary Lender(s); and; (E) the amount and currency of the proposed Ancillary Commitment with respect to such Ancillary Facility (the Dollar Equivalent of which shall be expressed in any currency to which such on the Ancillary Lenders may agree) and Commencement Date shall not exceed such Ancillary Lender’s Revolving Commitment;Available Multicurrency Commitment (determined prior to giving effect to such Ancillary Commitment but after giving effect to any other Ancillary Commitments of such Lender)); and (ii) a copy of the Ancillary Facility Documents Document with respect to such Ancillary Facility, together with a certificate of a Responsible Officer of the applicable Borrower(s) certifying that the terms of such Ancillary Facility satisfy the requirements set forth in this Section 2.23 (including any applicable definitions used herein); and (iii) such other information that the Administrative Agent may reasonably request in connection with such Ancillary Facility. The Administrative Agent shall give notice to each Revolving Lender with Multicurrency Commitments of such Ancillary Facility notice. (i) Subject to the terms of this Agreement, an Affiliate affiliate of any Revolving Lender (other than a Disqualified Institution) may become an Ancillary Lender, in which case such Revolving Lender and such Affiliate affiliate shall be treated as a single Revolving Lender whose Revolving Commitment is Multicurrency Commitments are as set forth in Schedule 2.01 1.1A or in the Assignment and Assumption pursuant to which such Revolving Lender assumed its Revolving applicable Multicurrency Commitment, as the same may be modified in accordance with the definition of “Multicurrency Commitment”; it being understood that the relevant Lender’s Multicurrency Commitment will be reduced by the amount of the Ancillary Commitment of such Lender or such affiliate for so long as such Ancillary Commitments remain outstanding. (ii) To to the extent that this Agreement or any other Loan Document imposes any obligation on any Ancillary Lender and such Ancillary Lender is an Affiliate affiliate of a Revolving Lender and not a party hereto or thereto, the relevant Revolving Lender shall ensure that such obligation is performed by such Affiliate affiliate in compliance with the terms hereof or such other Loan Document. (iii) Each Ancillary Lender, in its capacity as such, hereby appoints the Administrative Agent as its agent for purposes of the Loan Documents and for the avoidance of doubt agrees the Administrative Agent may rely on the applicable protections and indemnities set forth herein (including those set forth in Article IX) with respect to its role as agent under the Loan Documents for such Ancillary LenderDocuments. (di) The Each Ancillary Facility shall contain terms and conditions of any Ancillary Facility shall be as agreed by acceptable to the applicable Ancillary Lenders Lender(s) and the applicable Borrower Ancillary Borrower(s) thereunder; provided provided, that such terms shall, in the reasonable business judgment of the Company, be based upon normal commercial terms at the time of the creation of such Ancillary Facility pursuant to paragraph (b) of this Section 2.30 and such terms shall at all times: times (iA) permit extensions of credit thereunder to be made only to the applicable BorrowerAncillary Borrower(s); (iiB) provide that the Ancillary Commitment of the applicable any Ancillary Lenders Lender under such Ancillary Facility shall not exceed such Ancillary Lender’s USD Only Revolving Available Multicurrency Commitment or USD/Multicurrency Revolving Commitment, as applicable, of the Ancillary Commencement Date (determined without giving effect to any reduction pursuant to the definition thereof by the amount of such Ancillary Lender’s Ancillary Commitment in relation to such Ancillary Facility) and that, in the event and on such occasion that such Ancillary Commitment exceeds such USD Only Revolving Available Multicurrency Commitment or USD/Multicurrency Revolving Commitment, (determined as applicableof the Ancillary Commencement Date and without giving effect to any reduction pursuant to the definition thereof by the amount of such Ancillary Lender’s Ancillary Commitment in relation to such Ancillary Facility but after giving effect to any other Ancillary Commitments of such Lender), such Ancillary Commitment shall be automatically reduced by the amount of such excess; (iiiC) provide that the Ancillary Facility Exposure Outstandings shall not exceed the Ancillary Commitment with respect to such Ancillary Facility and Facility, (ivD) provide that the Ancillary Commitment under such Ancillary Facility shall be canceled, and that all extensions of credit Ancillary Facility Outstandings under such Ancillary Facility shall be repaid, not later than the Revolving Maturity Termination Date for the applicable Ancillary Lenders under the Multicurrency Facility (or such earlier date as the Multicurrency Commitment of the relevant Ancillary Lender (or its affiliate) is reduced to zero) unless cash collateralized or supported by other arrangements are made to the issuance reasonable satisfaction of the applicable Ancillary Lender (which may take the form of an agreement for the relevant facilities to continue on a bilateral basis and not under the Loan Documents from the Termination Date of the Ancillary Lender under the Multicurrency Facility) and, in each case, the Administrative Agent is reasonably satisfied that (x) such Ancillary Facility shall continue on a bilateral basis and the Lenders other than such Ancillary Lender shall have no obligations with respect to such Ancillary Facility or the relevant Ancillary Facility Outstandings, (y) the Ancillary Facility Outstandings in respect of such Ancillary Facility shall not constitute “back Guaranteed Obligations” (as defined in the Guarantee) and (z) the Administrative Agent shall have no further obligations with respect to back” letter such Ancillary Facility or the related Ancillary Facility Outstandings; and (E) provide that the conditions set forth in Section 5.2 shall be conditions to each extension of credit under such Ancillary Facility (in a manner meeting each case to the requirements of clause (iv) of the definition of “Date of Full Satisfaction”extent applicable). (eii) On the relevant Ancillary Commencement Date after giving effect to the reduction of the Multicurrency Commitment of each Ancillary Lender, each Multicurrency Lender will participate in the outstanding Multicurrency Loans in an amount (as determined by the Administrative Agent) which will result as nearly as possible in the aggregate amount of its participation in the Multicurrency Loans then outstanding bearing the same proportion to the aggregate amount of the Multicurrency Loans then outstanding as its Multicurrency Commitment bears to the aggregate amount of Multicurrency Commitments. (i) Each An Ancillary Facility shall terminate on the Revolving Maturity Termination Date for the applicable Ancillary Lender(s) under the Multicurrency Facility (or later if cash collateral arrangements are made or other arrangements are made to the reasonable satisfaction of the applicable Ancillary Lender (which may take the form of an agreement for the relevant facilities to continue on a bilateral basis and not under the Loan Documents from the Termination Date of the Ancillary Lender under the Multicurrency Facility)) or such earlier date (A) as provided in the relevant Ancillary Facility Document or (B) on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (ii) If an Ancillary Facility expires or is otherwise cancelled in accordance with its terms, the Ancillary Commitment of the Ancillary Lender(s) shall be reduced to zero and the Multicurrency Commitment of those Ancillary Lender(s) (or their respective affiliates) then in effect shall be increased by the amount of such Lender’s expired Ancillary Commitment. (iii) No Ancillary Lender may demand repayment or prepayment of, or cash collateralization of, any Ancillary Facility Outstandings prior to the expiry date of the relevant Ancillary Facility unless it gives the Company and the relevant Ancillary Borrower(s) not less than 3 Business Days’ notice and: (A) the Termination Date for the applicable Lender(s) under the Multicurrency Facility has occurred; (B) the Required Lenders have accelerated the Multicurrency Loans and terminated the Multicurrency Commitments and demanded repayment of, or otherwise accelerated, the Indebtedness or other obligations thereunder (or such Multicurrency Commitments have otherwise been terminated in full); (C) the expiration date of such Ancillary Facility has occurred; (D) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender(s) to perform any of their obligations as contemplated by this Agreement or to fund, issue or maintain their participation in the Ancillary Facility (or it becomes unlawful for the applicable affiliate of the Ancillary Lender(s) to do so); or (E) the Ancillary Facility Outstandings, if any, under such Ancillary Facility may be refinanced by a Loan under the Multicurrency Facility and the relevant Ancillary Lender(s) provide sufficient notice to permit the refinancing of such Ancillary Facility Outstandings with such a Loan. (f) For the purposes of repaying any Ancillary Facility Outstandings pursuant to paragraph (e)(iii)(E) of this Section 2.30: (A) the Multicurrency Commitment of such Ancillary Lender will be increased by the amount of its Ancillary Commitment so terminated; and (B) a Loan may be borrowed irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied to refinance those Ancillary Facility Outstandings). (g) On the making of such a Loan to refinance Ancillary Facility Outstandings: (A) each Multicurrency Lender will participate in that Loan in an amount (as determined by the Administrative Agent) which will result as nearly as possible in the aggregate amount of its participation in the Multicurrency Loans then outstanding bearing the same proportion to the aggregate amount of the Multicurrency Loans then outstanding as its Multicurrency Commitment bears to the aggregate amount of Multicurrency Commitments; and (B) the relevant Ancillary Facility shall be cancelled. (h) The Company and each Ancillary Borrower to which an Ancillary Facility has been made available and each Ancillary Lender shall, upon request by the Administrative Agent, promptly supply the Administrative Agent with any information relating to the operation of such Ancillary Facility (including the Ancillary Facility Outstandings) as the Administrative Agent may reasonably request from time to time. The Company and each Ancillary Borrower consent to all such information being released to the Administrative Agent and the Lenders. (i) The Company and each Ancillary Borrower acknowledge and consent that Sections 2.18, 2.20, 2.21 and 2.22 of this Agreement shall apply to each Ancillary Facility (unless expressly waived by the relevant Ancillary Lender in its sole discretion). (j) To the extent that this Agreement or any other Loan Document imposes any obligation on any Ancillary Borrower and such Ancillary Borrower is an affiliate of a Borrower and not a party hereto or thereto, the relevant Borrower shall ensure that such obligation is performed by such affiliate in compliance with the terms hereof or such other Loan Document. (k) In the event of any conflict between the terms of an Ancillary Facility Document and any Loan Document, the terms of such Loan Document shall govern except for (i) the first sentence of Section 2.17(a) for the purposes of calculating fees, interest or commission relating to the relevant Ancillary Facility, (ii) any Ancillary Facility comprising more than one account where the terms of the Ancillary Facility Documents shall prevail to the extent required to permit the netting of balances in respect of such accounts and (iii) where the relevant term of this Agreement would be contrary to, or inconsistent with, the law governing the relevant Ancillary Facility Document, in which case the relevant term of this Agreement shall be superseded by the terms of the such Ancillary Facility Document solely to the extent necessary to eliminate the subject conflict or inconsistency. (l) No amendment or waiver of a term of any Ancillary Facility Document shall require the consent of any Lender other than the relevant Ancillary Lender unless such amendment or waiver itself relates to or gives rise to a matter which would require an amendment of or under this Agreement (including, for the avoidance of doubt, this Section 2.30), in which case Section 10.1 shall apply.

Ancillary Facilities. (a) If any the Borrower and any Ancillary Lender agree, subject to compliance with the requirements set forth in this Section 2.232.16, such Ancillary Lender shall be permitted to provide an Ancillary Facility on a bilateral basis to such the Borrower. To the extent any Ancillary Facility exists, the following shall apply: (i) The applicable Revolving Multicurrency Credit Commitment and Revolving Credit Commitment of the Ancillary Lender shall: (A) shall be deemed to be utilized by its applicable Ancillary Commitment for purposes of (1) calculating the commitment fee payable to such Ancillary Lender pursuant to Section 2.12(a2.13(a) and (2) calculating the aggregate remaining amount of Revolving Exposure of all applicable Revolving Lenders available under the Revolving Facility (it being understood the commitment fee payable pursuant Section 2.12(a2.13(a) to Lenders without an Ancillary Facility shall not be modified by the existence of any Ancillary Facility and for purposes of such calculation it shall be assumed that each such Lender’s Revolving Commitments Multicurrency Credit Commitment and Revolving Credit Commitment have not been reduced as a result of such Ancillary Facility) (such remaining amount, the “Remaining Revolving Exposure”) and (B) not be deemed to be utilized by the Ancillary Commitment of the applicable Ancillary Lender for purposes of determining whether the Dollar Equivalent of such Ancillary Lender’s Revolving Exposure exceeds its applicable Revolving Commitment (and therefor whether such Ancillary Lender is required to make or participate in a Loan or Letter of Credit under this Agreement). (ii) Borrowings of the Remaining Revolving Exposure shall be made on a pro rata basis among the Revolving Lenders of the applicable Class (including the applicable Ancillary Lenders) pursuant to and subject to the limitations set forth in Section 2.012.1. (b) To request the creation of an Ancillary Facility, any the Borrower shall deliver to the Administrative Agent not later than five (5) Business Days (or such shorter period agreed to by the Administrative Agent) prior to the first date on which such Ancillary Facility is proposed to be made available: (i) a notice in writing specifying: (A) the Borrower or Borrowers to which extensions of credit will be made available thereunder; (B) the first Business Day on which such Ancillary Facility shall be made and the expiration date of such Ancillary Facility (which shall be no later than the latest Revolving Maturity Credit Termination Date); (C) the type of Ancillary Facility being provided; (D) the identity of the Ancillary Lender(s) (including any Affiliate of a Revolving Lender acting in such capacity pursuant to Section 2.16(c) below); and (E) the amount and currency of the Ancillary Commitment with respect to such Ancillary Facility (which shall be expressed in any currency to which such Ancillary Lenders may agree) and shall not exceed such Ancillary Lender’s Revolving Multicurrency Credit Commitment or Revolving Credit Commitment; (ii) a copy of the Ancillary Facility Documents with respect to such Ancillary FacilityFacility and, if such Ancillary Facility is an overdraft facility comprising more than one account, the maximum gross amount (the “Designated Gross Amount”) and maximum net amount (the “Designated Net Amount”) thereof, together with a certificate of a Responsible Officer of the applicable Borrower(s) Borrower certifying that the terms of such Ancillary Facility satisfy the requirements set forth in this Section 2.23 2.16 (including any applicable definitions used herein); and (iii) such other information that the Administrative Agent may reasonably request in connection with such Ancillary FacilityFacility (including amounts and currencies outstanding) and the Borrower consents to all such information being released to the Agent and the other Revolving Lenders. The Administrative Agent shall give notice to each Revolving Lender of such Ancillary Facility notice. (i) Subject to the terms of this Agreement, an Affiliate of any Revolving Lender (other than a Disqualified InstitutionProhibited Lender) may become an Ancillary Lender, in which case such Revolving Lender and such Affiliate shall be treated as a single Revolving Lender whose Revolving Multicurrency Credit Commitment or Revolving Credit Commitment is as set forth in Schedule 2.01 2.1 or in the Assignment and Assumption pursuant to which such Revolving Lender assumed its Revolving Multicurrency Credit Commitment and Revolving Credit Commitment. (ii) To the extent that this Agreement or any other Loan Document imposes any obligation on any Ancillary Lender and such Ancillary Lender is an Affiliate of a Revolving Lender and not a party thereto, the relevant Revolving Lender shall ensure that such obligation is performed by such Affiliate in compliance with the terms hereof or such other Loan Document. (iii) Each Ancillary Lender, in its capacity as such, hereby appoints the Administrative Agent as its agent for purposes of the Loan Documents and for the avoidance of doubt agrees the Administrative Agent may rely on the applicable protections and indemnities set forth herein (including those set forth in Article IXARTICLE 9) with respect to its role as agent under the Loan Documents for such Ancillary Lender. (iv) If a Revolving Lender assigns or transfers all of its rights and obligations to a new Revolving Lender pursuant to this Agreement, its Affiliate shall cease to have any obligations under this Agreement. (d) The terms and conditions of any Ancillary Facility shall be as agreed by the applicable Ancillary Lenders and the applicable Borrower thereunder; provided that such terms shall at all times: (i) permit extensions of credit thereunder to be made only to the applicable Borrower; (ii) provide that the sum of the Ancillary Commitment of the applicable Ancillary Lenders Lender under such Ancillary Facility and the Revolving Outstandings of the applicable Ancillary Lender shall not exceed such Ancillary Lender’s USD Only Revolving Multicurrency Credit Commitment or USD/Multicurrency Revolving Commitment, as applicable, and that, in the event and on such occasion that such Ancillary Commitment amount exceeds such USD Only Revolving Commitment or USD/Multicurrency Revolving Credit Commitment, as applicable, such Ancillary Commitment shall be automatically reduced by the amount of such excess; (iii) provide that the Ancillary Facility Exposure shall not exceed the Ancillary Commitment with respect to such Ancillary Facility, (iv) where such Ancillary Facility is an overdraft facility comprising more than one account, the Ancillary Facility Exposure under such Ancillary Facility shall not exceed the Designated Net Amount in respect thereof and the Ancillary Facility Exposure (without giving effect to the parenthetical in clause (a) of the definition thereof) shall not exceed the Designated Gross Amount in respect of such Ancillary Facility and (ivv) provide that the Ancillary Commitment under such Ancillary Facility shall be canceled, and that all extensions of credit under such Ancillary Facility shall be repaid, not later than the latest Revolving Maturity Credit Termination Date unless cash collateralized or supported by the issuance of a “back to back” letter of credit in a manner meeting the requirements of clause (iv) of the definition of “Date of Full Satisfaction”reasonably satisfactory to such Ancillary Lender. (e) (i) Each Ancillary Facility shall terminate on the Revolving Maturity Multicurrency Credit Termination Date or such earlier date (A) as provided in the relevant Ancillary Facility Document or (B) on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (ii) If an Ancillary Facility expires in accordance with its terms, the Ancillary Commitment of the Ancillary Lender shall be reduced to zero (and the Revolving Commitments of the Lenders and the Ancillary Lender shall no longer be deemed utilized to the extent set forth above in Section 2.16(a)). (iii) No Ancillary Lender may demand repayment or prepayment of, or cash collateralization of, any Ancillary Facility Exposure prior to the expiry date of the relevant Ancillary Facility unless any of the following events has occurred and in the case of clause (C) below such Ancillary Lender has given the Borrower not less than three (3) Business Days’ notice thereof: (A) the latest Revolving Credit Termination Date has occurred; (B) the Revolving Loans have been accelerated and the Revolving Commitments terminated and repayment has been demanded thereof, or the Indebtedness or other obligations thereunder; (C) it has become unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; (D) such repayment or prepayment represents a reduction in gross outstandings under an overdraft facility comprising more than one account to or toward an amount equal to its Designated Net Amount; or (E) the Ancillary Facility Exposure, if any, under such Ancillary Facility is refinanced by a Revolving Loan and the relevant Ancillary Lender provides sufficient notice to permit the refinancing of such Ancillary Facility Exposure with a Revolving Loan; provided that for the purposes of repaying any Ancillary Facility Exposure pursuant to paragraph (e)(iii)(E) of this Section 2.16, the applicable conditions precedent to borrowing such Revolving Loan shall be met and the relevant Ancillary Facility shall be cancelled. (f) The Borrower and each Ancillary Lender shall, upon request by the Administrative Agent, promptly supply the Administrative Agent with any information relating to the operation of such Ancillary Facility (including the Ancillary Facility Exposure) as the Administrative Agent may reasonably request. (g) The Borrower acknowledges and consents that ARTICLE 8 and Sections 2.9 and 10.23 of this Agreement shall apply to each Ancillary Facility (unless expressly agreed by the relevant Ancillary Lender and the Borrower in their sole discretion). (h) In the event of any conflict between the terms of an Ancillary Facility Document and any other Loan Document, the terms of such other Loan Document shall govern except for (i) Sections 2.4 and 2.13 for the purposes of calculating fees, interest or commission relating to the relevant Ancillary Facility, (ii) any Ancillary Facility comprising more than one account where the terms of the Ancillary Facility Documents shall prevail to the extent required to permit the netting of balances in respect of such accounts and (iii) where the relevant term of such Loan Document would be contrary to, or inconsistent with, the law governing the relevant Ancillary Facility Document, in which case the relevant term of such Loan Document shall be superseded by the terms of such Ancillary Facility Document to the extent necessary to eliminate the subject conflict or inconsistency; provided, however, that notwithstanding anything to the contrary herein, (x) no Ancillary Facility Document shall contain any representation or warranty, covenant or event of default that is not set forth in this Agreement (and any such representation or warranty, covenant or event of default not set forth in this Agreement shall be rendered null and void) and (y) all representations and warranties, covenants and events of default set forth in any Ancillary Facility Document shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent inconsistent therewith, the relevant Ancillary Documents shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person). (i) Notwithstanding anything to the contrary herein, in any other Loan Document or in any Ancillary Facility Document, other than as set forth in Section 7.1(f), no breach of any representation, warranty, undertaking or other term of (or default or event of default under) any Ancillary Facility Document shall be deemed to constitute, or result in, a breach of any representation, warranty, undertaking or other term of, or Default or Event of Default under, this Agreement or any other Loan Document. (j) Notwithstanding any other provision hereunder to the contrary, no amendment or waiver of a term of any Ancillary Facility Document shall require the consent of any Lender other than the relevant Ancillary Lender.

Ancillary Facilities. (a) If any Borrower and any Ancillary Lender agree, subject to compliance with the requirements set forth in this Section 2.23, such Ancillary Lender shall be permitted to provide an Ancillary Facility on a bilateral basis to such Borrower. To the extent any Ancillary Facility exists, the following shall apply: (i) The applicable Revolving Commitment of the Ancillary Lender shall: (A) be deemed to be utilized by its applicable Ancillary Commitment for purposes of (1) calculating the commitment fee payable to such Ancillary Lender pursuant to Section 2.12(a) and (2) calculating the aggregate remaining amount of Revolving Exposure of all applicable Revolving Lenders available under the Revolving Facility (it being understood the commitment fee payable pursuant Section 2.12(a) to Lenders without an Ancillary Facility shall not be modified by the existence of any Ancillary Facility and for purposes of such calculation it shall be assumed that each such Lender’s Revolving Commitments have not been reduced as a result of such Ancillary Facility) (such remaining amount, the “Remaining Revolving Exposure”) and (B) not be deemed to be utilized by the Ancillary Commitment of the applicable Ancillary Lender for purposes of determining whether the Dollar Equivalent of such Ancillary Lender’s Revolving Exposure exceeds its applicable Revolving Commitment (and therefor whether such Ancillary Lender is required to make or participate in a Loan or Letter of Credit under this Agreement). (ii) Borrowings of the Remaining Revolving Exposure shall be made on a pro rata basis among the Revolving Lenders of the applicable Class (including the applicable Ancillary Lenders) pursuant to and subject to the limitations set forth in Section 2.01. (b) To request the creation of an Ancillary Facility, any Borrower shall deliver to the Administrative Agent not later than five (5) 5 Business Days (or such shorter period agreed to by the Administrative Agent) prior to the first date on which such Ancillary Facility is proposed to be made available: (i) a notice in writing specifying: (A) the Borrower or Borrowers to which extensions of credit will be made available thereunder; (B) the first Business Day on which such Ancillary Facility shall be made and the expiration date of such Ancillary Facility (which shall be no later than the Revolving Maturity Date); (C) the type of Ancillary Facility being provided; (D) the identity of the Ancillary Lender(s); and (E) the amount and currency of the Ancillary Commitment with respect to such Ancillary Facility (which shall be expressed in any currency to which such Ancillary Lenders may agree) and shall not exceed such Ancillary Lender’s Revolving Commitment; (ii) a copy of the Ancillary Facility Documents with respect to such Ancillary Facility, together with a certificate of a Responsible Officer of the applicable Borrower(s) certifying that the terms of such Ancillary Facility satisfy the requirements set forth in this Section 2.23 (including any applicable definitions used herein); and (iii) such other information that the Administrative Agent may reasonably request in connection with such Ancillary Facility. The Administrative Agent shall give notice to each Revolving Lender of such Ancillary Facility notice. (i) Subject to the terms of this Agreement, an Affiliate of any Revolving Lender (other than a Disqualified Institution) may become an Ancillary Lender, in which case such Revolving Lender and such Affiliate shall be treated as a single Revolving Lender whose Revolving Commitment is as set forth in Schedule 2.01 or in the Assignment and Assumption pursuant to which such Revolving Lender assumed its Revolving Commitment. (ii) To the extent that this Agreement or any other Loan Document imposes any obligation on any Ancillary Lender and such Ancillary Lender is an Affiliate of a Revolving Lender and not a party thereto, the relevant Revolving Lender shall ensure that such obligation is performed by such Affiliate in compliance with the terms hereof or such other Loan Document. (iii) Each Ancillary Lender, in its capacity as such, hereby appoints the Administrative Agent as its agent for purposes of the Loan Documents and for the avoidance of doubt agrees the Administrative Agent may rely on the applicable protections and indemnities set forth herein (including those set forth in Article IX) with respect to its role as agent under the Loan Documents for such Ancillary Lender. (d) The terms and conditions of any Ancillary Facility shall be as agreed by the applicable Ancillary Lenders and the applicable Borrower thereunder; provided that such terms shall at all times: (i) permit extensions of credit thereunder to be made only to the applicable Borrower; (ii) provide that the Ancillary Commitment of the applicable Ancillary Lenders under such Ancillary Facility shall not exceed such Ancillary Lender’s USD Only Revolving Commitment or USD/Multicurrency Revolving Commitment, as applicable, and that, in the event and on such occasion that such Ancillary Commitment exceeds such USD Only Revolving Commitment or USD/Multicurrency Revolving Commitment, as applicable, such Ancillary Commitment shall be automatically reduced by the amount of such excess; (iii) provide that the Ancillary Facility Exposure shall not exceed the Ancillary Commitment with respect to such Ancillary Facility and (iv) provide that the Ancillary Commitment under such Ancillary Facility shall be canceled, and that all extensions of credit under such Ancillary Facility shall be repaid, not later than the Revolving Maturity Date unless cash collateralized or supported by the issuance of a “back to back” letter of credit in a manner meeting the requirements of clause (iv) of the definition of “Date of Full Satisfaction”. (e) (i) Each Ancillary Facility shall terminate on the Revolving Maturity Date or such earlier date (A) as provided in the relevant Ancillary Facility Document or (B) on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement.

Ancillary Facilities. (a) If any the Borrower and any Ancillary Lender agree, subject to compliance with the requirements set forth in this Section 2.232.16, such Ancillary Lender shall be permitted to provide an Ancillary Facility on a bilateral basis to such the Borrower. To the extent any Ancillary Facility exists, the following shall apply: (i) The applicable Revolving Multicurrency Credit Commitment and Revolving Credit Commitment of the Ancillary Lender shall: (A) shall be deemed to be utilized by its applicable Ancillary Commitment for purposes of (1) calculating the commitment fee payable to such Ancillary Lender pursuant to Section 2.12(a2.13(a) and (2) calculating the aggregate remaining amount of Revolving Exposure of all applicable Revolving Lenders available under the Revolving Facility (it being understood the commitment fee payable pursuant Section 2.12(a2.13(a) to Lenders without an Ancillary Facility shall not be modified by the existence of any Ancillary Facility and for purposes of such calculation it shall be assumed that each such Lender’s Revolving Commitments have not been reduced as a result of such Ancillary Facility) (such remaining amount, the “Remaining Revolving Exposure”) and (B) not be deemed to be utilized by the Ancillary Commitment of the applicable Ancillary Lender for purposes of determining whether the Dollar Equivalent of such Ancillary Lender’s Revolving Exposure exceeds its applicable Revolving Commitment (and therefor whether such Ancillary Lender is required to make or participate in a Loan or Letter of Credit under this Agreement).by (ii) Borrowings of the Remaining Revolving Exposure shall be made on a pro rata basis among the Revolving Lenders of the applicable Class (including the applicable Ancillary Lenders) pursuant to and subject to the limitations set forth in Section 2.012.1. (b) To request the creation of an Ancillary Facility, any the Borrower shall deliver to the Administrative Agent not later than five (5) Business Days (or such shorter period agreed to by the Administrative Agent) prior to the first date on which such Ancillary Facility is proposed to be made available: (i) a notice in writing specifying: (A) the Borrower or Borrowers to which extensions of credit will be made available thereunder; (B) the first Business Day on which such Ancillary Facility shall be made and the expiration date of such Ancillary Facility (which shall be no later than the Revolving Maturity Date); (C) the type of Ancillary Facility being provided; (D) the identity of the Ancillary Lender(s); and (E) the amount and currency of the Ancillary Commitment with respect to such Ancillary Facility (which shall be expressed in any currency to which such Ancillary Lenders may agree) and shall not exceed such Ancillary Lender’s Revolving Commitment; (ii) a copy of the Ancillary Facility Documents with respect to such Ancillary Facility, together with a certificate of a Responsible Officer of the applicable Borrower(s) certifying that the terms of such Ancillary Facility satisfy the requirements set forth in this Section 2.23 (including any applicable definitions used herein); and (iii) such other information that the Administrative Agent may reasonably request in connection with such Ancillary Facility. The Administrative Agent shall give notice to each Revolving Lender of such Ancillary Facility notice. (i) Subject to the terms of this Agreement, an Affiliate of any Revolving Lender (other than a Disqualified Institution) may become an Ancillary Lender, in which case such Revolving Lender and such Affiliate shall be treated as a single Revolving Lender whose Revolving Commitment is as set forth in Schedule 2.01 or in the Assignment and Assumption pursuant to which such Revolving Lender assumed its Revolving Commitment. (ii) To the extent that this Agreement or any other Loan Document imposes any obligation on any Ancillary Lender and such Ancillary Lender is an Affiliate of a Revolving Lender and not a party thereto, the relevant Revolving Lender shall ensure that such obligation is performed by such Affiliate in compliance with the terms hereof or such other Loan Document. (iii) Each Ancillary Lender, in its capacity as such, hereby appoints the Administrative Agent as its agent for purposes of the Loan Documents and for the avoidance of doubt agrees the Administrative Agent may rely on the applicable protections and indemnities set forth herein (including those set forth in Article IX) with respect to its role as agent under the Loan Documents for such Ancillary Lender. (d) The terms and conditions of any Ancillary Facility shall be as agreed by the applicable Ancillary Lenders and the applicable Borrower thereunder; provided that such terms shall at all times: (i) permit extensions of credit thereunder to be made only to the applicable Borrower; (ii) provide that the Ancillary Commitment of the applicable Ancillary Lenders under such Ancillary Facility shall not exceed such Ancillary Lender’s USD Only Revolving Commitment or USD/Multicurrency Revolving Commitment, as applicable, and that, in the event and on such occasion that such Ancillary Commitment exceeds such USD Only Revolving Commitment or USD/Multicurrency Revolving Commitment, as applicable, such Ancillary Commitment shall be automatically reduced by the amount of such excess; (iii) provide that the Ancillary Facility Exposure shall not exceed the Ancillary Commitment with respect to such Ancillary Facility and (iv) provide that the Ancillary Commitment under such Ancillary Facility shall be canceled, and that all extensions of credit under such Ancillary Facility shall be repaid, not later than the Revolving Maturity Date unless cash collateralized or supported by the issuance of a “back to back” letter of credit in a manner meeting the requirements of clause (iv) of the definition of “Date of Full Satisfaction”. (e) (i) Each Ancillary Facility shall terminate on the Revolving Maturity Date or such earlier date (A) as provided in the relevant Ancillary Facility Document or (B) on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement.

Ancillary Facilities. (a) If any Borrower Subject to the terms and any Ancillary Lender agreeconditions of this Agreement the Obligors' Agent may from time to time by notice in writing to the Facility Agent, subject to compliance with request the requirements set forth in this Section 2.23, such Ancillary Lender shall be permitted to provide establishment of an Ancillary Facility on a bilateral basis to by an Ancillary Bank, each such Borrower. To the extent any Ancillary Facility exists, to become available with effect from the following date (the "EFFECTIVE DATE") (or such later date as the Obligors' Agent and the Facility Agent may agree from time to time) specified in such notice being a date not less than seven Business Days after the date such notice is received by the Facility Agent. Any such notice shall applyspecify: (i) The applicable Revolving Commitment of the Ancillary Lender shall: (A) be deemed to be utilized by its applicable Ancillary Commitment for purposes of (1) calculating the commitment fee payable to such Ancillary Lender pursuant to Section 2.12(a) and (2) calculating the aggregate remaining amount of Revolving Exposure of all applicable Revolving Lenders available under the Revolving Facility (it being understood the commitment fee payable pursuant Section 2.12(a) to Lenders without an Ancillary Facility shall not be modified by the existence of any Ancillary Facility and for purposes of such calculation it shall be assumed that each such Lender’s Revolving Commitments have not been reduced as a result of such Ancillary Facility) (such remaining amount, the “Remaining Revolving Exposure”) and (B) not be deemed to be utilized by the Ancillary Commitment of the applicable Ancillary Lender for purposes of determining whether the Dollar Equivalent of such Ancillary Lender’s Revolving Exposure exceeds its applicable Revolving Commitment (and therefor whether such Ancillary Lender is required to make or participate in a Loan or Letter of Credit under this Agreement).proposed Borrower; (ii) Borrowings the proposed Effective Date and expiry date for the Ancillary Facility concerned being, in the case of the Remaining Revolving Exposure expiry date, a Business Day on or prior to the Final Repayment Date; (iii) the type of the proposed Ancillary Facility which may be a committed overdraft facility, BACS, cheque drawing, letter of credit, guarantee, foreign exchange, banking and/or such other cash management facility as such Ancillary Bank may agree provided that no Ancillary Facility shall be made on a pro rata basis among available in respect of any currency other than Deutschmarks or an Optional Currency or such other currencies as are notified to the Facility Agent by the Borrower; (iv) the proposed Ancillary Bank; (v) the Ancillary Commitment under the proposed Ancillary Facility at any time (which, when aggregated with the actual and contingent liability of such Ancillary Bank under all other Facilities made available by it, shall not exceed such Ancillary Bank's Revolving Lenders Commitment); and (vi) the portion (if any) of the applicable Class Ancillary Facility that may be utilised by way of overdraft, advance, letter of credit or similar facilities and the portion (including if any) that may be utilised for the applicable Ancillary Lenderspurpose of foreign exchange transactions; and (vii) pursuant to and subject such other details as to the limitations set forth in Section 2.01nature, amount and operation of the proposed Ancillary Facility as the Facility Agent may reasonably require, and the Facility Agent shall promptly notify each Bank upon receipt of any such notice. (b) To request the creation of an Ancillary Facility, any Borrower shall deliver to the Administrative Agent not later than five (5) Business Days (or such shorter period agreed to by the Administrative Agent) prior to the first date on which such Ancillary Facility is proposed to be made available: (i) a notice in writing specifying: (A) the Borrower or Borrowers to which extensions of credit will be made available thereunder; (B) the first Business Day on which such Ancillary Facility shall be made and the expiration date of such Ancillary Facility (which shall be no later than the Revolving Maturity Date); (C) the type of Ancillary Facility being provided; (D) the identity of the Ancillary Lender(s); and (E) the amount and currency of the Ancillary Commitment with respect to such Ancillary Facility (which shall be expressed in any currency to which such Ancillary Lenders may agree) and shall not exceed such Ancillary Lender’s Revolving Commitment; (ii) a copy of the Ancillary Facility Documents with respect to such Ancillary Facility, together with a certificate of a Responsible Officer of the applicable Borrower(s) certifying that the terms of such Ancillary Facility satisfy the requirements set forth in this Section 2.23 (including any applicable definitions used herein); and (iii) such other information that the Administrative Agent may reasonably request in connection with such Ancillary Facility. The Administrative Agent shall give notice to each Revolving Lender of such Ancillary Facility notice. (i) Subject to the terms and conditions of this Agreement, an Affiliate any Bank so nominated shall make the proposed Ancillary Facility available with effect on and from the Effective Date subject to the approval of any Revolving Lender the Facility Agent (other than a Disqualified Institutionacting reasonably) may become an and the Facility Agent having received notification from such Ancillary Lender, in which case such Revolving Lender and such Affiliate shall be treated as a single Revolving Lender whose Revolving Commitment is as set forth in Schedule 2.01 or in Bank that it approves of the Assignment and Assumption pursuant to which such Revolving Lender assumed its Revolving Commitmentproposed Ancillary Facility. (iic) To the extent that this Agreement Any material variation in any Ancillary Facility or any other Loan Document imposes any obligation on any Ancillary Lender proposed increase or reduction in the amount thereof shall be effected on, and such Ancillary Lender is an Affiliate subject to the provisions, mutatis mutandis, of a Revolving Lender and not a party thereto, the relevant Revolving Lender shall ensure that such obligation is performed by such Affiliate in compliance with the terms hereof or such other Loan Document. (iii) Each Ancillary Lender, in its capacity as such, hereby appoints the Administrative Agent as its agent for purposes of the Loan Documents and for the avoidance of doubt agrees the Administrative Agent may rely on the applicable protections and indemnities set forth herein (including those set forth in Article IX) with respect to its role as agent under the Loan Documents for such Ancillary Lenderthis Clause 7. (d) The terms and conditions maximum aggregate Ancillary Commitments under all of any Ancillary Facility shall be as agreed by the applicable Ancillary Lenders and the applicable Borrower thereunder; provided that such terms shall at all times: (i) permit extensions of credit thereunder to be made only to the applicable Borrower; (ii) provide that the Ancillary Commitment of the applicable Ancillary Lenders under such Ancillary Facility shall not exceed such Ancillary Lender’s USD Only Revolving Commitment or USD/Multicurrency Revolving Commitment, as applicable, and that, in the event and on such occasion that such Ancillary Commitment exceeds such USD Only Revolving Commitment or USD/Multicurrency Revolving Commitment, as applicable, such Ancillary Commitment shall be automatically reduced by the amount of such excess; (iii) provide that the Ancillary Facility Exposure Facilities at any time shall not exceed the Ancillary Commitment with respect to such Ancillary lesser of (i) the Revolving Facility Available Amount and (ivii) provide DM64,000,000 or (its equivalent in Optional Currencies) (or following the accession to this Agreement by the Acceding Bank, DM75,000,000 (or its equivalent in Optional Currencies) LESS (in either case), the sum of the Deutschmark Amount of any outstanding Standby L/Cs at such time and any amounts due and payable by any Borrower under Clause 11.3 in respect of any Standby L/C but unpaid and taking into account any Standby L/Cs scheduled to be issued or expire by assuming that the Ancillary Commitment under such Ancillary Facility shall be canceled, and that all extensions of credit under such Ancillary Facility shall be repaid, not later than the Revolving Maturity Date unless cash collateralized or supported by the issuance of a “back to back” letter of credit in a manner meeting the requirements of clause (iv) of the definition of “Date of Full Satisfaction”same occurs when so scheduled. (e) Without prejudice to paragraph (d) the sum of the portions of the Ancillary Facilities that may be utilised by way of overdraft, advance, letter of credit or similar facilities may not exceed DM43,000,000 or its equivalent in Optional Currencies and the sum of the portions of the Ancillary Facilities that may be utilised for the purpose of foreign exchange transactions may not exceed DM32,000,000 or its equivalent in Optional Currencies in each case determined by reference to the definition "Ancillary Outstanding". (f) Any Ancillary Facility provided by an Ancillary Bank shall terminate no later than the Final Repayment Date. (g) Any amounts owing or outstanding under any Ancillary Facility and all banking facilities provided thereunder on the Final Repayment Date shall be repaid and/or, as the case may be, cancelled in full by the relevant Borrower on the Final Repayment Date. (h) Subject to the terms and conditions of this Agreement and without prejudice to the proviso contained in Clause 7.2(f), the Revolving Commitment of an Ancillary Bank shall be reduced by an amount equal to such Ancillary Bank's Ancillary Commitment and its Standby L/C Commitment shall be reduced by a proportionate amount, until such time as all or part of its Ancillary Facility is cancelled, whereupon such Bank's Revolving Commitment shall be increased by the amount its Ancillary Facility has been so cancelled and its Standby L/C Commitment shall be increased by a proportionate amount. (i) Each The maximum amount outstanding under Ancillary Facility Facilities made to the Company shall terminate not at any time (when aggregated with all other outstandings hereunder (including, for the avoidance of doubt, any contingent obligation the Company may have in respect of any outstanding Standby L/C (other than in its capacity as a Guarantor)) exceed the Deutschmark Equivalent of $7,500,000 (determined by reference to the definition "Ancillary Outstanding") taking into account any Advances scheduled to be made to, or repaid or prepaid by the Company and Standby L/Cs issued on behalf of the Revolving Maturity Date Company scheduled to be issued or such earlier date (A) as provided in expire by assuming that the relevant Ancillary Facility Document or (B) on which its expiry date same occurs or on which it is cancelled in accordance with the terms of this Agreementwhen so scheduled.

Ancillary Facilities. (a) If any the Borrower and any Ancillary Lender agree, subject to compliance with the requirements set forth in this Section 2.232.16, such Ancillary Lender shall be permitted to provide an Ancillary Facility on a bilateral basis to such the Borrower. To the extent any Ancillary Facility exists, the following shall apply: (i) The applicable Revolving Multicurrency Credit Commitment and Revolving Credit Commitment of the Ancillary Lender shall: (A) shall be deemed to be utilized by its applicable Ancillary Commitment for purposes of (1) calculating the commitment fee payable to such Ancillary Lender pursuant to Section 2.12(a2.13(a) and (2) calculating the aggregate remaining amount of Revolving Exposure of all applicable Revolving Lenders available under the Revolving Facility (it being understood the commitment fee payable pursuant Section 2.12(a2.13(a) to Lenders without an Ancillary Facility shall not be modified by the existence of any Ancillary Facility and for purposes of such calculation it shall be assumed that each such Lender’s Revolving Commitments Multicurrency Credit Commitment and Revolving Credit Commitment have not been reduced as a result of such Ancillary Facility) (such remaining amount, the “Remaining Revolving Exposure”) and (B) not be deemed to be utilized by the Ancillary Commitment of the applicable Ancillary Lender for purposes of determining whether the Dollar Equivalent of such Ancillary Lender’s Revolving Exposure exceeds its applicable Revolving Commitment (and therefor whether such Ancillary Lender is required to make or participate in a Loan or Letter of Credit under this Agreement). (ii) Borrowings of the Remaining Revolving Exposure shall be made on a pro rata basis among the Revolving Lenders of the applicable Class (including the applicable Ancillary Lenders) pursuant to and subject to the limitations set forth in Section 2.012.1. (b) To request the creation of an Ancillary Facility, any the Borrower shall deliver to the Administrative Agent not later than five (5) Business Days (or such shorter period agreed to by the Administrative Agent) prior to the first date on which such Ancillary Facility is proposed to be made available: (i) a notice in writing specifying: (A) the Borrower or Borrowers to which extensions of credit will be made available thereunder; (B) the first Business Day on which such Ancillary Facility shall be made and the expiration date of such Ancillary Facility (which shall be no later than the Revolving Maturity Date); (C) the type of Ancillary Facility being provided; (D) the identity of the Ancillary Lender(s); and (E) the amount and currency of the Ancillary Commitment with respect to such Ancillary Facility (which shall be expressed in any currency to which such Ancillary Lenders may agree) and shall not exceed such Ancillary Lender’s Revolving Commitment; (ii) a copy of the Ancillary Facility Documents with respect to such Ancillary Facility, together with a certificate of a Responsible Officer of the applicable Borrower(s) certifying that the terms of such Ancillary Facility satisfy the requirements set forth in this Section 2.23 (including any applicable definitions used herein); and (iii) such other information that the Administrative Agent may reasonably request in connection with such Ancillary Facility. The Administrative Agent shall give notice to each Revolving Lender of such Ancillary Facility notice. (i) Subject to the terms of this Agreement, an Affiliate of any Revolving Lender (other than a Disqualified Institution) may become an Ancillary Lender, in which case such Revolving Lender and such Affiliate shall be treated as a single Revolving Lender whose Revolving Commitment is as set forth in Schedule 2.01 or in the Assignment and Assumption pursuant to which such Revolving Lender assumed its Revolving Commitment. (ii) To the extent that this Agreement or any other Loan Document imposes any obligation on any Ancillary Lender and such Ancillary Lender is an Affiliate of a Revolving Lender and not a party thereto, the relevant Revolving Lender shall ensure that such obligation is performed by such Affiliate in compliance with the terms hereof or such other Loan Document. (iii) Each Ancillary Lender, in its capacity as such, hereby appoints the Administrative Agent as its agent for purposes of the Loan Documents and for the avoidance of doubt agrees the Administrative Agent may rely on the applicable protections and indemnities set forth herein (including those set forth in Article IX) with respect to its role as agent under the Loan Documents for such Ancillary Lender. (d) The terms and conditions of any Ancillary Facility shall be as agreed by the applicable Ancillary Lenders and the applicable Borrower thereunder; provided that such terms shall at all times: (i) permit extensions of credit thereunder to be made only to the applicable Borrower; (ii) provide that the Ancillary Commitment of the applicable Ancillary Lenders under such Ancillary Facility shall not exceed such Ancillary Lender’s USD Only Revolving Commitment or USD/Multicurrency Revolving Commitment, as applicable, and that, in the event and on such occasion that such Ancillary Commitment exceeds such USD Only Revolving Commitment or USD/Multicurrency Revolving Commitment, as applicable, such Ancillary Commitment shall be automatically reduced by the amount of such excess; (iii) provide that the Ancillary Facility Exposure shall not exceed the Ancillary Commitment with respect to such Ancillary Facility and (iv) provide that the Ancillary Commitment under such Ancillary Facility shall be canceled, and that all extensions of credit under such Ancillary Facility shall be repaid, not later than the Revolving Maturity Date unless cash collateralized or supported by the issuance of a “back to back” letter of credit in a manner meeting the requirements of clause (iv) of the definition of “Date of Full Satisfaction”. (e) (i) Each Ancillary Facility shall terminate on the Revolving Maturity Date or such earlier date (A) as provided in the relevant Ancillary Facility Document or (B) on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement.

Ancillary Facilities. (a) If any Borrower and any Ancillary Lender agree, subject to compliance with the requirements set forth in this Section 2.23, such Ancillary Lender shall be permitted to provide an Ancillary Facility on a bilateral basis to such Borrower. To the extent any Ancillary Facility exists, the following shall applyFacilities may comprise: (i) The applicable Revolving Commitment of the Ancillary Lender shall: (A) be deemed to be utilized by its applicable Ancillary Commitment for purposes of (1) calculating the commitment fee payable to such Ancillary Lender pursuant to Section 2.12(a) and (2) calculating the aggregate remaining amount of Revolving Exposure of all applicable Revolving Lenders available under the Revolving Facility (it being understood the commitment fee payable pursuant Section 2.12(a) to Lenders without an Ancillary Facility shall not be modified by the existence of any Ancillary Facility and for purposes of such calculation it shall be assumed that each such Lender’s Revolving Commitments have not been reduced as a result of such Ancillary Facility) (such remaining amount, the “Remaining Revolving Exposure”) and (B) not be deemed to be utilized by the Ancillary Commitment of the applicable Ancillary Lender for purposes of determining whether the Dollar Equivalent of such Ancillary Lender’s Revolving Exposure exceeds its applicable Revolving Commitment (and therefor whether such Ancillary Lender is required to make or participate in a Loan or Letter of Credit under this Agreement).overdraft facilities; (ii) Borrowings guarantee, bonding, documentary or stand-by letter of credit facilities; (iii) short term loans; (iv) foreign exchange facilities; or (v) other facilities or accommodation as may be required in connection with the business of the Remaining Revolving Exposure shall be made on a pro rata basis among Group and which are agreed with the Revolving Lenders of the applicable Class (including the applicable relevant Ancillary Lenders) pursuant to and subject to the limitations set forth in Section 2.01Bank. (b) To The relevant Revolving Credit Facility Borrower may, at any time from the date of this Agreement to the Termination Date, by notice in writing to the Agent request the creation establishment of an Ancillary Facility, Facility by the conversion of an Available Commitment in respect of the Revolving Credit Facility (or any Borrower shall deliver to part of it) into an Ancillary Commitment with effect from the Administrative Agent not later than five date (5the “Ancillary Effective Date”) Business Days (or such shorter later date as the relevant Revolving Credit Facility Borrower and the Agent may agree from time to time) specified in such notice being a date not less than ten Banking Days (or, in the case of any Ancillary Facility being established on the First Drawdown Date, such lesser period agreed to as the Agent may agree) after the date such notice is received by the Administrative Agent) prior to Agent being a date not earlier than the first date on which First Drawdown Date. Any such Ancillary Facility is proposed to be made availablenotice shall specify: (i) a notice in writing specifying: (A) the Borrower or Borrowers to which extensions of credit will be made available thereunderproposed Revolving Credit Facility Borrower; (Bii) the first Business proposed commencement and expiry date for the Ancillary Facility concerned (and the expiry date must be a Banking Day on which or prior to the Termination Date); (iii) the type of the proposed Ancillary Facility; (iv) the proposed Ancillary Bank; (v) the Ancillary Commitment to apply to the proposed Ancillary Facility; and (vi) such other details as to the nature, amount and operation of the proposed Ancillary Facility as the Agent may reasonably require, and the Agent shall promptly notify each Bank upon receipt of any such notice Provided that for the avoidance of doubt no Bank shall be obliged to make available an Ancillary Facility under this clause 4.16. (c) Any Bank so nominated (provided that it has sufficient Available Facility Amount) may become an Ancillary Bank authorised to make the proposed Ancillary Facility available with effect on and from the Ancillary Effective Date. (d) Any material variation in any Ancillary Facility or proposed increase or reduction in the Ancillary Commitment relating to such Ancillary Facility shall be effected on and subject to the provisions, mutatis mutandis, of this clause 4.16. Back to Contents (e) Save to the extent that an Ancillary Commitment is being transferred to a Revolving Credit Facility Commitment pursuant to clause 4.19 no Ancillary Bank may, until notice has been served under clause 12.2, demand repayment of any moneys made and available by it, or demand cash cover in respect of any guarantees or similar contingent liabilities made available by it, under its Ancillary Facility or take any action analogous to any of the expiration date foregoing under any other type of banking arrangements provided by it under its Ancillary Facility (without prejudice any rights of such Ancillary Facility Bank to set off amounts standing to the debit and credit of different accounts of any member or members of the Group held with it). (which f) The Ancillary Commitment of each Ancillary Bank shall be terminate no later than the Revolving Maturity Termination Date);. (Cg) the type of An Ancillary Facility being provided; (D) the identity of the Ancillary Lender(s); and (E) may include a facility provided on a net nil basis so that the amount and currency of the Ancillary Commitment with respect allocated to such Ancillary Facility (which shall be expressed is zero and therefore no conversion is required of any Available Commitment in any currency to which such Ancillary Lenders may agree) and shall not exceed such Ancillary Lender’s Revolving Commitment; (ii) a copy respect of the Revolving Credit Facility. However, should in respect of an Enforcement Date any outstandings arise under such net nil Ancillary Facility Documents with respect to such Ancillary Facility, together with a certificate of a Responsible Officer of the applicable Borrower(s) certifying that the terms of such Ancillary Facility satisfy the requirements set forth in this Section 2.23 (including any applicable definitions used herein); and (iii) such other information that the Administrative Agent may reasonably request in connection with such Ancillary Facility. The Administrative Agent shall give notice to each Revolving Lender of such Ancillary Facility notice. (i) Subject to the terms of this Agreement, an Affiliate of any Revolving Lender (other than a Disqualified Institution) may become an Ancillary Lender, in which case such Revolving Lender and such Affiliate shall outstandings will be treated as a single Revolving Lender whose Revolving Commitment is as set forth in Schedule 2.01 or in the Assignment and Assumption pursuant to which such Revolving Lender assumed its Revolving Commitment. (ii) To the extent that this Agreement or any other Loan Document imposes any obligation on any Ancillary Lender and such Ancillary Lender is an Affiliate of a Revolving Lender and not a party thereto, the relevant Revolving Lender shall ensure that such obligation is performed by such Affiliate in compliance with the terms hereof or such other Loan Document. (iii) Each Ancillary Lender, in its capacity as such, hereby appoints the Administrative Agent as its agent for purposes of the Loan Documents and Outstandings for the avoidance of doubt agrees the Administrative Agent may rely on the applicable protections and indemnities set forth herein (including those set forth in Article IX) with respect to its role as agent under the Loan Documents for such Ancillary Lender. (d) The terms and conditions of any Ancillary Facility shall be as agreed by the applicable Ancillary Lenders and the applicable Borrower thereunder; provided that such terms shall at all times: (i) permit extensions of credit thereunder to be made only to the applicable Borrower; (ii) provide that the Ancillary Commitment of the applicable Ancillary Lenders under such Ancillary Facility shall not exceed such Ancillary Lender’s USD Only Revolving Commitment or USD/Multicurrency Revolving Commitment, as applicable, and that, in the event and on such occasion that such Ancillary Commitment exceeds such USD Only Revolving Commitment or USD/Multicurrency Revolving Commitment, as applicable, such Ancillary Commitment shall be automatically reduced by the amount of such excess; (iii) provide that the Ancillary Facility Exposure shall not exceed the Ancillary Commitment with respect to such Ancillary Facility and (iv) provide that the Ancillary Commitment under such Ancillary Facility shall be canceled, and that all extensions of credit under such Ancillary Facility shall be repaid, not later than the Revolving Maturity Date unless cash collateralized or supported by the issuance of a “back to back” letter of credit in a manner meeting the requirements of clause (iv) of the definition of “Date of Full Satisfaction”. (e) (i) Each Ancillary Facility shall terminate on the Revolving Maturity Date or such earlier date (A) as provided in the relevant Ancillary Facility Document or (B) on which its expiry date occurs or on which it is cancelled in accordance with the terms purposes of this Agreement.

Ancillary Facilities. (a) If any Borrower Subject to the terms and any Ancillary Lender agreeconditions of this Agreement the Obligors' Agent may from time to time by notice in writing to the Facility Agent, subject to compliance with request the requirements set forth in this Section 2.23, such Ancillary Lender shall be permitted to provide establishment of an Ancillary Facility on a bilateral basis to by an Ancillary Bank, each such Borrower. To the extent any Ancillary Facility exists, to become available with effect from the following date (the "Effective Date") (or such later date as the Obligors' Agent and the Facility Agent may agree from time to time) specified in such notice being a date not less than seven Business Days after the date such notice is received by the Facility Agent. Any such notice shall applyspecify: (i) The applicable Revolving Commitment of the Ancillary Lender shall: (A) be deemed to be utilized by its applicable Ancillary Commitment for purposes of (1) calculating the commitment fee payable to such Ancillary Lender pursuant to Section 2.12(a) and (2) calculating the aggregate remaining amount of Revolving Exposure of all applicable Revolving Lenders available under the Revolving Facility (it being understood the commitment fee payable pursuant Section 2.12(a) to Lenders without an Ancillary Facility shall not be modified by the existence of any Ancillary Facility and for purposes of such calculation it shall be assumed that each such Lender’s Revolving Commitments have not been reduced as a result of such Ancillary Facility) (such remaining amount, the “Remaining Revolving Exposure”) and (B) not be deemed to be utilized by the Ancillary Commitment of the applicable Ancillary Lender for purposes of determining whether the Dollar Equivalent of such Ancillary Lender’s Revolving Exposure exceeds its applicable Revolving Commitment (and therefor whether such Ancillary Lender is required to make or participate in a Loan or Letter of Credit under this Agreement).proposed Borrower; (ii) Borrowings the proposed Effective Date and expiry date for the Ancillary Facility concerned being, in the case of the Remaining Revolving Exposure expiry date, a Business Day on or prior to the Tranche B Final Repayment Date; (iii) the type of the proposed Ancillary Facility which may be a committed overdraft facility, BACS, cheque drawing, letter of credit, guarantee, foreign exchange, banking and/or such other cash management facility as such Ancillary Bank may agree provided that no Ancillary Facility shall be made on a pro rata basis among available in respect of any currency other than Deutschmarks or an Optional Currency or such other currencies as are notified to the Facility Agent by the Borrower; (iv) the proposed Ancillary Bank; (v) the Ancillary Commitment under the proposed Ancillary Facility at any time (which, when aggregated with the actual and contingent liability of such Ancillary Bank under all other Facilities made available by it, shall not exceed such Ancillary Bank's Revolving Lenders Commitment); and (vi) the portion (if any) of the applicable Class Ancillary Facility that may be utilised by way of overdraft, advance, letter of credit or similar facilities and the portion (including if any) that may be utilised for the applicable Ancillary Lenderspurpose of foreign exchange transactions; and (vii) pursuant to and subject such other details as to the limitations set forth in Section 2.01nature, amount and operation of the proposed Ancillary Facility as the Facility Agent may reasonably require, and the Facility Agent shall promptly notify each Bank upon receipt of any such notice. (b) To request the creation of an Ancillary Facility, any Borrower shall deliver to the Administrative Agent not later than five (5) Business Days (or such shorter period agreed to by the Administrative Agent) prior to the first date on which such Ancillary Facility is proposed to be made available: (i) a notice in writing specifying: (A) the Borrower or Borrowers to which extensions of credit will be made available thereunder; (B) the first Business Day on which such Ancillary Facility shall be made and the expiration date of such Ancillary Facility (which shall be no later than the Revolving Maturity Date); (C) the type of Ancillary Facility being provided; (D) the identity of the Ancillary Lender(s); and (E) the amount and currency of the Ancillary Commitment with respect to such Ancillary Facility (which shall be expressed in any currency to which such Ancillary Lenders may agree) and shall not exceed such Ancillary Lender’s Revolving Commitment; (ii) a copy of the Ancillary Facility Documents with respect to such Ancillary Facility, together with a certificate of a Responsible Officer of the applicable Borrower(s) certifying that the terms of such Ancillary Facility satisfy the requirements set forth in this Section 2.23 (including any applicable definitions used herein); and (iii) such other information that the Administrative Agent may reasonably request in connection with such Ancillary Facility. The Administrative Agent shall give notice to each Revolving Lender of such Ancillary Facility notice. (i) Subject to the terms and conditions of this Agreement, an Affiliate any Bank so nominated shall make the proposed Ancillary Facility available with effect on and from the Effective Date subject to the approval of any Revolving Lender the Facility Agent (other than a Disqualified Institutionacting reasonably) may become an and the Facility Agent having received notification from such Ancillary Lender, in which case such Revolving Lender and such Affiliate shall be treated as a single Revolving Lender whose Revolving Commitment is as set forth in Schedule 2.01 or in Bank that it approves of the Assignment and Assumption pursuant to which such Revolving Lender assumed its Revolving Commitmentproposed Ancillary Facility. (iic) To the extent that this Agreement Any material variation in any Ancillary Facility or any other Loan Document imposes any obligation on any Ancillary Lender proposed increase or reduction in the amount thereof shall be effected on, and such Ancillary Lender is an Affiliate subject to the provisions, mutatis mutandis, of a Revolving Lender and not a party thereto, the relevant Revolving Lender shall ensure that such obligation is performed by such Affiliate in compliance with the terms hereof or such other Loan Document. (iii) Each Ancillary Lender, in its capacity as such, hereby appoints the Administrative Agent as its agent for purposes of the Loan Documents and for the avoidance of doubt agrees the Administrative Agent may rely on the applicable protections and indemnities set forth herein (including those set forth in Article IX) with respect to its role as agent under the Loan Documents for such Ancillary Lenderthis Clause 7. (d) The terms and conditions maximum aggregate Ancillary Commitments under all of any Ancillary Facility shall be as agreed by the applicable Ancillary Lenders and the applicable Borrower thereunder; provided that such terms shall at all times: (i) permit extensions of credit thereunder to be made only to the applicable Borrower; (ii) provide that the Ancillary Commitment of the applicable Ancillary Lenders under such Ancillary Facility shall not exceed such Ancillary Lender’s USD Only Revolving Commitment or USD/Multicurrency Revolving Commitment, as applicable, and that, in the event and on such occasion that such Ancillary Commitment exceeds such USD Only Revolving Commitment or USD/Multicurrency Revolving Commitment, as applicable, such Ancillary Commitment shall be automatically reduced by the amount of such excess; (iii) provide that the Ancillary Facility Exposure Facilities at any time shall not exceed the Ancillary Commitment with respect to such Ancillary lesser of (i) the Tranche B Revolving Facility Available Amount and (ivii) provide DM64,000,000 or (its equivalent in Optional Currencies) less (in either case), the sum of the Deutschmark Amount of any outstanding Standby L/Cs at such time and any amounts due and payable by any Borrower under Clause 11.3 in respect of any Standby L/C but unpaid and taking into account any Standby L/Cs scheduled to be issued or expire by assuming that the Ancillary Commitment under such Ancillary Facility shall be canceled, and that all extensions of credit under such Ancillary Facility shall be repaid, not later than the Revolving Maturity Date unless cash collateralized or supported by the issuance of a “back to back” letter of credit in a manner meeting the requirements of clause (iv) of the definition of “Date of Full Satisfaction”same occurs when so scheduled. (e) Without prejudice to paragraph (d) the sum of the portions of the Ancillary Facilities that may be utilised by way of overdraft, advance, letter of credit or similar facilities may not exceed DM43,000,000 or its equivalent in Optional Currencies and the sum of the portions of the Ancillary Facilities that may be utilised for the purpose of foreign exchange transactions may not exceed DM32,000,000 or its equivalent in Optional Currencies in each case determined by reference to the definition "Ancillary Outstanding". (f) Any Ancillary Facility provided by an Ancillary Bank shall terminate no later than the Tranche B Final Repayment Date. (g) Any amounts owing or outstanding under any Ancillary Facility and all banking facilities provided thereunder on the Tranche B Final Repayment Date shall be repaid and/or, as the case may be, cancelled in full by the relevant Borrower on the Tranche B Final Repayment Date. (h) Subject to the terms and conditions of this Agreement and without prejudice to the proviso contained in Clause 7.2(f), the Tranche B Revolving Commitment of an Ancillary Bank shall be reduced by an amount equal to such Ancillary Bank's Ancillary Commitment and its Standby L/C Commitment shall be reduced by a proportionate amount, until such time as all or part of its Ancillary Facility is cancelled, whereupon such Bank's Tranche B Revolving Commitment shall be increased by the amount its Ancillary Facility has been so cancelled and its Standby L/C Commitment shall be increased by a proportionate amount. (i) Each The maximum amount outstanding under Ancillary Facility Facilities made to the Company shall terminate not at any time (when aggregated with all other outstandings hereunder (including, for the avoidance of doubt, any contingent obligation the Company may have in respect of any outstanding Standby L/C (other than in its capacity as a Guarantor)) exceed the Deutschmark Equivalent of $7,500,000 (determined by reference to the definition "Ancillary Outstanding") taking into account any Advances scheduled to be made to, or repaid or prepaid by the Company and Standby L/Cs issued on behalf of the Revolving Maturity Date Company scheduled to be issued or such earlier date (A) as provided in expire by assuming that the relevant Ancillary Facility Document or (B) on which its expiry date same occurs or on which it is cancelled in accordance with the terms of this Agreementwhen so scheduled.

Ancillary Facilities. (a) If any Borrower and any Ancillary Lender agree, subject to compliance with the requirements set forth in this Section 2.23, such Ancillary Lender shall be permitted to provide an Ancillary Facility on a bilateral basis to such Borrower. To the extent any Ancillary Facility exists, the following shall apply: (i) The applicable Revolving Commitment of terms governing the Ancillary Lender shall: (A) be deemed to be utilized by its applicable Ancillary Commitment for purposes of (1) calculating the commitment fee payable to such Ancillary Lender pursuant to Section 2.12(a) and (2) calculating the aggregate remaining amount of Revolving Exposure of all applicable Revolving Lenders available under the Revolving Facility (it being understood the commitment fee payable pursuant Section 2.12(a) to Lenders without an Ancillary Facility shall not be modified by the existence operation of any Ancillary Facility (including the terms of any counter-indemnity required in connection therewith) and for purposes the rate of such calculation it interest, fees and other remuneration in respect of each Ancillary Facility shall be assumed that each such Lender’s Revolving Commitments have not been reduced as a result of such Ancillary Facility) (such remaining amount, the “Remaining Revolving Exposure”) and (B) not be deemed to be utilized determined by agreement between the Ancillary Commitment of Facilities Bank and the applicable Ancillary Lender Facilities Borrower concerned and the fees and other remuneration for purposes of determining whether the Dollar Equivalent of such all Ancillary Lender’s Revolving Exposure exceeds its applicable Revolving Commitment (Facilities shall be based upon normal market rates and therefor whether such Ancillary Lender is required to make or participate in a Loan or Letter of Credit under this Agreement)terms. (ii) Borrowings In the case of the Remaining Revolving Exposure shall be made on a pro rata basis among the Revolving Lenders of the applicable Class (including the applicable Ancillary Lenders) pursuant to and subject to the limitations set forth in Section 2.01. (b) To request the creation inconsistency between any term of an Ancillary FacilityFacility and of this Agreement, any Borrower shall deliver to the Administrative Agent not later than five (5) Business Days (or such shorter period agreed to by the Administrative Agent) prior to the first date on which such Ancillary Facility is proposed to be made available: (i) a notice in writing specifying: (A) the Borrower or Borrowers to which extensions of credit will be made available thereunder; (B) the first Business Day on which such Ancillary Facility shall be made and the expiration date of such Ancillary Facility (which shall be no later than the Revolving Maturity Date); (C) the type of Ancillary Facility being provided; (D) the identity of the Ancillary Lender(s); and (E) the amount and currency of the Ancillary Commitment with respect to such Ancillary Facility (which shall be expressed in any currency to which such Ancillary Lenders may agree) and shall not exceed such Ancillary Lender’s Revolving Commitment; (ii) a copy of the Ancillary Facility Documents with respect to such Ancillary Facility, together with a certificate of a Responsible Officer of the applicable Borrower(s) certifying that the terms of such Ancillary Facility satisfy the requirements set forth in this Section 2.23 (including any applicable definitions used herein); and (iii) such other information that the Administrative Agent may reasonably request in connection with such Ancillary Facility. The Administrative Agent shall give notice to each Revolving Lender of such Ancillary Facility notice. (i) Subject to the terms of this Agreement, an Affiliate of any Revolving Lender (other than a Disqualified Institution) may become an Ancillary Lender, in which case such Revolving Lender and such Affiliate Agreement shall be treated as a single Revolving Lender whose Revolving Commitment is as set forth in Schedule 2.01 or in the Assignment and Assumption pursuant to which such Revolving Lender assumed its Revolving Commitment. (ii) To the extent that this Agreement or any other Loan Document imposes any obligation on any Ancillary Lender and such Ancillary Lender is an Affiliate of a Revolving Lender and not a party thereto, the relevant Revolving Lender shall ensure that such obligation is performed by such Affiliate in compliance with the terms hereof or such other Loan Documentprevail. (iii) Each Ancillary Lender, Facilities Borrower and each Ancillary Facilities Bank agree with and for the benefit of each Bank that the Ancillary Facilities Liabilities under any Ancillary Facility provided by that Ancillary Facilities Bank (net of any cash collateral held by such Ancillary Facilities Bank in its capacity as such, hereby appoints such and other than to the Administrative Agent as its agent for purposes extent arising by virtue of the Loan Documents accumulation of interest, increased costs, fees and for the avoidance of doubt agrees the Administrative Agent may rely on the applicable protections expenses and indemnities set forth herein (including those set forth in Article IXindemnity claims) with respect to its role as agent under the Loan Documents for such Ancillary Lender. (d) The terms and conditions of any Ancillary Facility shall be as agreed by the applicable Ancillary Lenders and the applicable Borrower thereunder; provided that such terms shall at all times: (i) permit extensions of credit thereunder to be made only to the applicable Borrower; (ii) provide that the Ancillary Commitment of the applicable Ancillary Lenders under such Ancillary Facility shall not exceed such Ancillary Lender’s USD Only Revolving Commitment or USD/Multicurrency Revolving Commitment, as applicable, and that, in the event and on such occasion that such Ancillary Commitment exceeds such USD Only Revolving Commitment or USD/Multicurrency Revolving Commitment, as applicable, such Ancillary Commitment shall be automatically reduced by the amount of such excess; (iii) provide that the Ancillary Facility Exposure shall not exceed the Ancillary Commitment with respect applicable to such that Ancillary Facility and but this clause 5.2(b)(iii) shall not apply to any net nil Ancillary Facility, or any Ancillary Facilities Liabilities arising under such net nil Ancillary Facility, referred to in clause 4.4(h). (iv) provide that Each Ancillary Facilities Borrower and each Ancillary Facilities Bank will, promptly upon request by the Agent, supply the Agent with such information relating to the operation of each Ancillary Facility provided by such Ancillary Facilities Bank (including, without limitation, the Ancillary Commitment Facilities Liabilities under such Ancillary Facility shall be canceled, and that all extensions of credit under such Ancillary Facility shall be repaid, not later than Facility) as the Revolving Maturity Date unless cash collateralized or supported by the issuance of a “back Agent may from time to back” letter of credit in a manner meeting the requirements of clause time request (iv) of the definition of “Date of Full Satisfaction”. (e) (i) acting reasonably). Each Ancillary Facility shall terminate on Facilities Borrower consents to all such information being released to the Revolving Maturity Date or such earlier date (A) as provided in the relevant Ancillary Facility Document or (B) on which its expiry date occurs or on which it is cancelled in accordance with the terms of this AgreementAgent and each Bank.