Common use of Ancillary Facility Clause in Contracts

Ancillary Facility. (a) Each Borrower may, at any time during the Availability Period, by notice in writing to the Facility Agent request the establishment of an ancillary facility by the conversion of the unutilised Revolving Facility Commitment (or part thereof) of any Lender under the Revolving Facility into an Ancillary Commitment (an “Ancillary Facility”) with effect from the date (the “Effective Date”) specified in such notice (being a date not less than five Business Days after the date such notice is received by the Facility Agent), provided that the aggregate amount of all Ancillary Facilities shall at no time exceed a Euro Amount of EUR 30,000,000 without the prior written consent of the Majority Lenders. (b) Any notice delivered in accordance with Clause 7.1(a) (Ancillary Facility) shall specify: (i) the proposed Borrower; (ii) the proposed start and expiry date for the Ancillary Facility concerned (and the expiry date must fall on or prior to the Final Maturity Date); (iii) the type of the proposed Ancillary Facility; (iv) the proposed Lender; (v) the amount of the proposed Ancillary Facility; (vi) the principal commercial terms (including level of margins); and (vii) such other details as to the nature, amount and operation of the proposed Ancillary Facility as the Facility Agent may reasonably require, and the Facility Agent shall promptly notify each Lender upon receipt of any such notice. (c) Any Lender so nominated under Clause 9.1 (a) shall become an Ancillary Bank authorised to make the proposed Ancillary Facility available with effect on and from the Effective Date subject to the approval of the Facility Agent (acting reasonably) and the Facility Agent having received notification in writing from the Lender so nominated that it agrees to provide the proposed Ancillary Facility. Such Lender shall have no obligation to agree. (d) A Borrower may only request the establishment of an Ancillary Facility out of a Lender's Revolving Commitment. (e) In the event that a Lender agrees to the designation, in accordance with Clause 9.1(a) above, of all or a portion of its Revolving Commitment to be made available by way of Ancillary Facilities then with effect from such date as the relevant Lender, the Parent and the Facility Agent may agree the Revolving Commitment of such Lender shall (except for the purpose of determining the Majority Lenders) be reduced by the maximum exposure (excluding accrued uncapitalised interest, fees and like charges) which it has agreed to accept (whether by way of loan or otherwise) by way of such Ancillary Facilities made available by that Lender. In the event that such Lender ceases to make available all or part of such Ancillary Facilities or demands repayment of such Ancillary Facilities in accordance with the terms of this Agreement its Revolving Commitment shall be increased accordingly. (f) Any material variation in any Ancillary Facility or any proposed increase or reduction in the Ancillary Commitment relating thereto shall be effected on and subject to the provisions, mutatis mutandis, of Clauses 9.1 (Ancillary Facility) and 9.2 (Operation of Ancillary Facilities). (g) Until notice has been served under Clause 24.16 (Acceleration) no Ancillary Bank may demand repayment of any monies or demand cash cover for any liabilities made available or incurred by it under its Ancillary Facility, or take any analogous action under its Ancillary Facility, save to the extent that there are at such time Revolving Commitments available to be drawn down under this Agreement (and for the purposes of determining whether or not Revolving Commitments are so available the Revolving Commitment of the Ancillary Bank shall be deemed to be increased by the amount, not exceeding the amount of its Ancillary Commitment, so demanded, any Advance to be made to refinance the Ancillary Outstandings shall be a Rollover Utilisation and Clauses 4.2(a) and (b) (Further Conditions Precedent) shall not apply thereto), and such Advance shall be used to repay or provide cash cover in respect of the amount so demanded under the Ancillary Facility. Each Lender will participate in such Advance in such amount (as determined by the Facility Agent) as will result as nearly as possible in the aggregate amount of its participation in all of the Advances and its maximum potential liability in respect of Documentary Credits (whether under such Documentary Credits or under Clause 8.2 (Lenders' Counter-guarantee)) then outstanding bearing the same proportion to the aggregate amount of the Utilisations under the Revolving Facility then outstanding as its Revolving Facility Commitment bears to the Total Revolving Facility Commitments. (h) The Ancillary Commitment of any Ancillary Bank shall terminate no later than the Final Maturity Date. Any Ancillary Outstanding outstanding on the Final Maturity Date shall be repaid in full by the relevant Borrower on such date unless the relevant Ancillary Bank agrees with that Borrower to continue the Ancillary Facility as a stand-alone bilateral facility independent of this Agreement.

Ancillary Facility. (a) Each Borrower The Obligors' Agent may, at any time during the Tranche D Availability Period, by notice in writing to the Facility Agent request the establishment of an ancillary facility Ancillary Facility by the conversion of the unutilised Revolving Facility any Bank's undrawn Tranche D Commitment (or part thereof) of any Lender under the Revolving Facility into an Ancillary Commitment (an “Ancillary Facility”) with effect from the date (the “"Effective Date”") specified in such notice (being a date not less than five Business Days after the date such notice is received by the Facility Agent), provided that the aggregate amount of all Ancillary Facilities shall at no time exceed a Euro Amount of EUR 30,000,000 without the prior written consent of the Majority Lenders. (b) . Any such notice delivered in accordance with Clause 7.1(a) (Ancillary Facility) shall specify: (i) the proposed Borrower; (ii) the proposed start and expiry date for the Ancillary Facility concerned (and the expiry date must fall on or prior to the Final Maturity date 90 months from the Closing Date); (iii) the type of the proposed Ancillary Facility; (iv) the proposed LenderAncillary Bank; (v) the amount of the proposed Ancillary Facility; (vi) the principal commercial terms (including level of margins)Commitment; and (viivi) such other details as to the nature, amount and operation of the proposed Ancillary Facility as the Facility Agent may reasonably require, and the Facility Agent shall promptly notify each Lender Bank upon receipt of any such notice. (cb) Any Lender Bank so nominated under Clause 9.1 (a) shall become an Ancillary Bank authorised to make the proposed Ancillary Facility available with effect on and from the Effective Date subject to the approval of the Facility Agent (acting reasonably) and the Facility Agent having received notification in writing from the Lender Bank so nominated that it agrees to provide approves of the proposed Ancillary Facility. Such Lender Bank shall have no obligation to agreegive such an approval. (d) A Borrower may only request the establishment of an Ancillary Facility out of a Lender's Revolving Commitment. (e) In the event that a Lender agrees to the designation, in accordance with Clause 9.1(a) above, of all or a portion of its Revolving Commitment to be made available by way of Ancillary Facilities then with effect from such date as the relevant Lender, the Parent and the Facility Agent may agree the Revolving Commitment of such Lender shall (except for the purpose of determining the Majority Lenders) be reduced by the maximum exposure (excluding accrued uncapitalised interest, fees and like charges) which it has agreed to accept (whether by way of loan or otherwise) by way of such Ancillary Facilities made available by that Lender. In the event that such Lender ceases to make available all or part of such Ancillary Facilities or demands repayment of such Ancillary Facilities in accordance with the terms of this Agreement its Revolving Commitment shall be increased accordingly. (fc) Any material variation in any Ancillary Facility or any proposed increase or reduction in the Ancillary Commitment relating thereto shall be effected on and subject to the provisions, mutatis mutandis, of Clauses 9.1 (Ancillary Facility) and 9.2 (Operation of Ancillary Facilities)this Clause 7. (gd) Until notice has been served under Clause 24.16 any of Clauses 23.2(b), (Accelerationc) (and a demand for payment has been made as referred to therein), (d) or (e), no Ancillary Bank may demand repayment of any monies moneys or demand cash cover for any liabilities made available or incurred by it under its Ancillary Facility, or take any analogous action under its Ancillary Facility, save to the extent that there are is at such time Revolving Commitments a Tranche D Advance available to be drawn down under this Agreement (and for the purposes of determining whether or not Revolving Commitments are a Tranche D Advance is so available the Revolving Tranche D Commitment of the Ancillary Bank shall be deemed to be increased by the amount, not exceeding the amount of its Ancillary Commitment, so demanded, any such Tranche D Advance shall be deemed to be made to refinance the Ancillary Outstandings shall be a Rollover Utilisation Advance and Clauses 4.2(a) and (b) (Further Conditions PrecedentClause 2.2(d) shall not apply theretoapply), and such Tranche D Advance shall be used to repay or provide cash cover in respect of the amount so demanded under the Ancillary Facility. Each Lender Bank will participate in such Tranche D Advance in such amount (as determined by the Facility Agent) as will result as nearly as possible in the aggregate amount of its participation in all of the Tranche D Advances and its maximum potential liability in respect of Documentary Credits (whether under such Documentary Credits or under Clause 8.2 (Lenders' Counter-guarantee)5.7) then outstanding bearing the same proportion to the aggregate amount of the Tranche D Utilisations under the Revolving Facility then outstanding as its Revolving Facility Tranche D Commitment bears to the Total Revolving Facility aggregate of the Tranche D Commitments. (he) The Ancillary Commitment of any Ancillary Bank shall terminate no later than the Final Maturity date 90 months from the Closing Date. Any Ancillary Outstanding outstanding on the Final Maturity date 90 months from the Closing Date shall be repaid in full by the relevant Borrower on such date unless the relevant Ancillary Bank agrees with that Borrower to continue the Ancillary Facility as a stand-alone bilateral facility independent of this Agreementdate.

Ancillary Facility. (a) Each Borrower The Obligors' Agent may, at any time during the Tranche C Availability Period, by notice in writing to the Facility Agent request the establishment of an ancillary facility Ancillary Facility by the conversion of the unutilised Revolving Facility a Bank's Tranche C Commitment (or part thereof) of any Lender under the Revolving Facility into an Ancillary Commitment (an “Ancillary Facility”) with effect from the date (the “Effective Date”"ANCILLARY EFFECTIVE DATE") specified in such notice (being a date not less than five Business Days after the date notice. Any such notice is received by the Facility Agent), provided that the aggregate amount of all Ancillary Facilities shall at no time exceed a Euro Amount of EUR 30,000,000 without the prior written consent of the Majority Lenders. (b) Any notice delivered in accordance with Clause 7.1(a) (Ancillary Facility) shall specify: (i) the proposed Borrower; (ii) the proposed start and expiry date for the Ancillary Facility concerned (and the expiry date must fall on or prior to the Final Maturity Date)date; (iii) the type of the proposed Ancillary FacilityBank; (iv) the proposed Lender; (v) the amount of the proposed Ancillary Facility; (vi) the principal commercial terms (including level of margins)Commitment; and (viiv) such other details as to the nature, amount and operation of the proposed Ancillary Facility as the Facility Agent may reasonably require, and the Facility Agent shall promptly notify each Lender upon receipt of any such notice. (cb) Any Lender Bank so nominated under Clause 9.1 (a) shall become as an Ancillary Bank authorised to make the proposed Ancillary Facility available with effect on and from the Effective Date subject to the approval of the Facility Agent (acting reasonably) and the Facility Agent having received notification in writing from the Lender so nominated that shall if it agrees to provide the proposed Ancillary Facility. Such Lender shall have no obligation to agreeFacility become an Ancillary Bank from the Ancillary Effective Date. (dc) A Borrower No Ancillary Bank may only request the establishment of an Ancillary Facility out of a Lender's Revolving Commitment. (e) In the event that a Lender agrees to the designation, in accordance with Clause 9.1(a) above, of all or a portion of its Revolving Commitment to be made available by way of Ancillary Facilities then with effect from such date as the relevant Lender, the Parent and the Facility Agent may agree the Revolving Commitment of such Lender shall (except for the purpose of determining the Majority Lenders) be reduced by the maximum exposure (excluding accrued uncapitalised interest, fees and like charges) which it has agreed to accept (whether by way of loan or otherwise) by way of such Ancillary Facilities made available by that Lender. In the event that such Lender ceases to make available all or part of such Ancillary Facilities or demands demand repayment of such Ancillary Facilities or cash cover in accordance with the terms respect of this Agreement its Revolving Commitment shall be increased accordingly. (f) Any material variation in any Ancillary Facility Outstandings (and any other outstandings owing under or in respect of any proposed increase other facility provided by it to a member or reduction in members of the Group) or set off (otherwise than for interest netting purposes) any Ancillary Commitment relating thereto shall be effected on and subject Outstandings or take any action analogous to any of the provisions, mutatis mutandis, of Clauses 9.1 (Ancillary Facility) and 9.2 (Operation of Ancillary Facilities). (g) Until foregoing until notice has been served under Clause 24.16 23.2(b), (Accelerationc) no Ancillary Bank may demand repayment of or (d) (if any monies such notice is required) or demand cash cover for any liabilities made the proviso to Clause 23.2 applies unless Tranche C Commitments are available or incurred by it under its Ancillary Facility, or take any analogous action under its Ancillary Facility, save and are to the extent that there be drawn as provided below in this paragraph and in paragraph (d) below. If Tranche C Commitments are at such time Revolving Commitments available to be drawn down utilised under this Agreement at the time such notice is served (and ignoring for these purposes the provisions of Clause 4.2) or the proviso to Clause 23.2 applies, as the case may be, in an amount equal to the amount so demanded under the relevant Ancillary Facility (provided that for these purposes of determining whether or not Revolving Commitments are so available the Revolving Tranche C Commitment of the relevant Ancillary Bank shall be deemed to be increased by the amount, not exceeding the amount of its Ancillary Commitment, so demanded, any Advance ) an amount equal to be made to refinance the amount of the Ancillary Outstandings so demanded shall be drawn as a Rollover Utilisation Tranche C Advance hereunder and Clauses 4.2(a) and (b) (Further Conditions Precedent) shall not apply thereto), and such Advance shall be used to repay or provide cash cover in respect of the amount so demanded under the relevant Ancillary Facility. Each Lender will . (d) On and subject to the terms of this Agreement (ignoring for these purposes Clause 4.2), each of the Banks shall participate in any such Tranche C Advance in such amount (as determined by the Facility Agent) as will result as nearly as possible result, after the making of such Tranche C Advance, in the proportion which (i) the aggregate amount of its participation in all of the Tranche C Advances and its maximum potential liability in respect of Documentary Credits (whether under such Documentary Credits or under Clause 8.2 (Lenders' Counter-guarantee)) then outstanding bearing the same proportion bears to (ii) the aggregate amount of the Tranche C Utilisations under then outstanding, being equal to the Revolving Facility then outstanding as proportion which (iii) its Revolving Facility Tranche C Commitment bears to (iv) the Total Revolving Facility aggregate of the Tranche C Commitments. (he) The Ancillary Commitment Outstandings in respect of any Ancillary Bank Facility shall terminate no later than not at any time exceed the Final Maturity DateAncillary Commitment relative to such Ancillary Facility. Any All Ancillary Outstanding outstanding on the Final Maturity Date Outstandings shall be repaid in full by (together with all accrued interest and any other costs and expenses due under the relevant Borrower terms of such Ancillary Facility) on the last day of the Tranche C Availability Period (and on such date unless the relevant Ancillary Commitments shall be cancelled). An Ancillary Bank agrees with that Borrower to continue may, without liability, return cheques and other payment instruments unpaid if the Ancillary Facility as payment of such cheques would result in a stand-alone bilateral facility independent breach of this AgreementClause 7.1(e).

Ancillary Facility. (a) Each Borrower The Obligors' Agent may, at any time during the Tranche D Availability Period, by notice in writing to the Facility Agent request the establishment of an ancillary facility Ancillary Facility by the conversion of the unutilised Revolving Facility any Lender's undrawn Tranche D Commitment (or part thereof) of any Lender under the Revolving Facility into an Ancillary Commitment (an “Ancillary Facility”) with effect from the date (the “"Ancillary Effective Date”") specified in such notice (being a date not less than five Business Days after the date such notice is received by the Facility Agent), provided that the aggregate amount of all Ancillary Facilities shall at no time exceed a Euro Amount of EUR 30,000,000 without the prior written consent of the Majority Lenders. (b) . Any such notice delivered in accordance with Clause 7.1(a) (Ancillary Facility) shall specify: (i) the proposed Borrower; (ii) the proposed start and expiry date for the Ancillary Facility concerned (and the expiry date must fall on or prior to the Final Maturity Date31st December, 2005); (iii) the type of the proposed Ancillary Facility; (iv) the proposed LenderAncillary Bank; (v) the amount of the proposed Ancillary Facility; Commitment (vi) which must not exceed the principal commercial terms (including level undrawn portion of marginssuch Lender's Tranche D Commitment); and (viivi) such other details as to the nature, amount and operation of the proposed Ancillary Facility as the Facility Agent may reasonably require, and the Facility Agent shall promptly notify each Lender upon receipt of any such notice. (cb) Any Lender so nominated under Clause 9.1 (a) shall become an Ancillary Bank authorised to make the proposed Ancillary Facility available with effect on and from the Ancillary Effective Date subject to the approval of the Facility Agent (acting reasonably) and the Facility Agent having received notification in writing from the Lender so nominated that it agrees to provide approves of the proposed Ancillary Facility. Such Lender shall have no obligation to agreegive such an approval. (d) A Borrower may only request the establishment of an Ancillary Facility out of a Lender's Revolving Commitment. (e) In the event that a Lender agrees to the designation, in accordance with Clause 9.1(a) above, of all or a portion of its Revolving Commitment to be made available by way of Ancillary Facilities then with effect from such date as the relevant Lender, the Parent and the Facility Agent may agree the Revolving Commitment of such Lender shall (except for the purpose of determining the Majority Lenders) be reduced by the maximum exposure (excluding accrued uncapitalised interest, fees and like charges) which it has agreed to accept (whether by way of loan or otherwise) by way of such Ancillary Facilities made available by that Lender. In the event that such Lender ceases to make available all or part of such Ancillary Facilities or demands repayment of such Ancillary Facilities in accordance with the terms of this Agreement its Revolving Commitment shall be increased accordingly. (fc) Any material variation in any Ancillary Facility or any proposed increase or reduction in the Ancillary Commitment relating thereto shall be effected on and subject to the provisions, mutatis mutandis, of Clauses 9.1 (Ancillary Facility) and 9.2 (Operation of Ancillary Facilities)this Clause 7. (gd) Until notice has been served under Clause 24.16 any of Clauses 23.2(b), (Accelerationc) (and a demand for payment has been made as referred to therein), (d) or (e), no Ancillary Bank may demand repayment of any monies moneys or demand cash cover for any liabilities made available or incurred by it under its Ancillary Facility, or take any analogous action under its Ancillary Facility, save to the extent that there are is at such time Revolving Commitments a Tranche D Advance available to be drawn down under this Agreement (and for the purposes of determining whether or not Revolving Commitments are a Tranche D Advance is so available the Revolving Tranche D Commitment of the Ancillary Bank shall be deemed to be increased by the amount, not exceeding the amount of its Ancillary Commitment, so demanded, any such Tranche D Advance shall be deemed to be made to refinance the Ancillary Outstandings shall be a Rollover Utilisation Advance and Clauses 4.2(a) and (b) (Further Conditions PrecedentClause 2.2(d) shall not apply theretoapply), and such Tranche D Advance shall be used to repay or provide cash cover in respect of the amount so demanded under the Ancillary Facility. Each Lender will participate in such Tranche D Advance in such amount (as determined by the Facility Agent) as will result as nearly as possible in the aggregate amount of its participation in all of the Tranche D Advances and its maximum potential liability in respect of Documentary Credits issued under the Tranche D Facility (whether under such Documentary Credits or under Clause 8.2 (Lenders' Counter-guarantee)5.7) then outstanding bearing the same proportion to the aggregate amount of the Tranche D Utilisations under the Revolving Facility then outstanding as its Revolving Facility Tranche D Commitment bears to the Total Revolving Facility aggregate of the Tranche D Commitments. (he) The Ancillary Commitment of any Ancillary Bank shall terminate no later than the Final Maturity A Repayment Date. Any Ancillary Outstanding outstanding on the Final Maturity A Repayment Date shall be repaid in full by the relevant Borrower on such date unless the relevant Ancillary Bank agrees with that Borrower to continue the Ancillary Facility as a stand-alone bilateral facility independent of this Agreementdate.