Common use of Availability Clause in Contracts

Availability. (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party 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, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower or, subject to Section 3.9, any Restricted Subsidiary thereof, Letters of Credit may be issued on any Business Day from the Closing Date up to but not including the Letter of Credit Expiration Date in such form as may be approved from time to time by the applicable Issuing Lender; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Sublimit or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unlessdenominated in Dollars in a minimum amount of $25,000, not later than five (5) Business Days in the case of a commercial Letter of Credit, or $50,000, in the case of a standby Letter of Credit (or such shorter period lesser amount as may be agreed to by the applicable Issuing Lender and the Administrative Agent), (ii) prior expire on a date no more than twelve months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one year periods pursuant to the Ancillary Commencement terms of the Letter of Credit Application or other documentation acceptable to the applicable Issuing Lender), which date shall be no later than the Letter of Credit Expiration Date for an Ancillary Facilityand (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility and specifying: New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having the proposed Borrower(sforce of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Closing Date, or Affiliates(s) any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Closing Date and expiry date of the Ancillary Facility; that such Issuing Lender in good xxxxx xxxxx material to it, or (C) the proposed type conditions set forth in Section 6.2 are not satisfied. References herein to “issue” and derivations thereof with respect to Letters of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent Credit shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment also include extensions or waiver of a term modifications of any Ancillary Facility shall require the consent outstanding Letters of any Finance Party other than the relevant Ancillary LenderCredit, 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, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applycontext otherwise requires. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (ai) If the Company Foreign Borrower or any other Ancillary Borrower and a Lender agree and except as otherwise provided in this Agreement, the such Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised 's unutilized Foreign Revolving Commitment (which shall (which, except for the purposes of determining the Majority Required Lenders and for the Super Majority Lenders and purpose of Clause 39.4 (Replacement of Lender)) Section 2.23, shall be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (bii) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an such Ancillary Facility, the Administrative Agent has received from the Company: (i) a notice been notified in writing of by the establishment of an Borrower Representative that such Ancillary Facility has been established and specifying: specifying (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B1) the proposed Ancillary Commencement Date and expiry expiration date of the Ancillary Facility; ; (C2) the proposed type of Ancillary Facility to be provided; , (D3) the proposed Ancillary Lender; Lender and Ancillary Borrower, (E4) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account account, its maximum gross amount (that amount being the “"Designated Gross Amount”") and its maximum net amount (that amount being the “"Designated Net Amount”"); and and (F5) the proposed currency of the Ancillary Facility (if not denominated in the Base CurrencyEuros); and. (iiiii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Administrative Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. Subject to compliance with clause (b)(ii) above, (x) the Lender concerned will become an Ancillary Lender and (y) the Ancillary Facility will be available, with effect from the date agreed by the Borrower Representative, the applicable Ancillary Borrower and the Ancillary Lender. (iv) No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party Lender other than the relevant Ancillary Lender, 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, under this Clause 7.3Section 2.26). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (“Letters of Credit”) for the account of the Borrower on any Business Day from the Closing Date through but not including the Revolving Credit Maturity Date in such form as may be approved from time to time by the applicable Issuing Lender; provided, that no Issuing Lender shall have any obligation to issue any Letter of Credit if, after giving effect to such issuance, the Administrative Agent has determined that (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Commitment or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unlessdenominated in Dollars in a minimum amount of $100,000 (other than Existing Letters of Credit or as otherwise agreed to by the applicable Issuing Lender and the Administrative Agent), not (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Restricted Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit, which date shall be no later than five the fifth (55th) Business Days (or such shorter period as may be agreed by the Agent) Day prior to the Ancillary Commencement Revolving Credit Maturity Date for an Ancillary Facilityand (iv) be subject to the ISP98, as set forth in the Letter of Credit Application or as determined by the applicable Issuing Lender and, to the extent not inconsistent therewith, the Agent has received laws of the State of New York. Notwithstanding the foregoing, each Issuing Lender agrees to issue Letters of Credit with an expiration date later than the fifth (5th) Business Day prior to the Revolving Credit Maturity Date (but no later than one year from the Company: (idate of issuance thereof) a notice in writing reliance upon the agreement by the Borrower to Cash Collateralize such Letters of Credit in an amount equal to 105% of the establishment aggregate amount available to be drawn under such Letters of an Ancillary Facility Credit by the date that is thirty (30) days prior to the Revolving Credit Maturity Date, and specifying: (A) the proposed Borrower(s) (or Affiliates(s) Borrower agrees so to Cash Collateralize such Letters of a Borrower) which may use Credit by such date, it being understood that, except with respect to drawings made under such Letters of Credit prior to the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of receipt of such Cash Collateral by the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary applicable Issuing Lender; (E) the proposed Ancillary Commitment, the maximum amount Administrative Agent and the Lenders (other than the applicable Issuing Lender) shall, after the date of receipt of such Cash Collateral by the applicable Issuing Lender, be released from any and all obligations to purchase participations or make Revolving Credit Loans in respect of such Letters of Credit. As of the Ancillary FacilityClosing Date, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency each of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent Existing Letters of Credit shall promptly notify the Ancillary Lender constitute, for all purposes of this Agreement and the other Lenders Loan Documents, a Letter of the establishment of an Ancillary FacilityCredit issued and outstanding hereunder. No amendment Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if such issuance would violate, or waiver cause such Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and derivations thereof with respect to Letters of a term Credit shall also include extensions or modifications of any Ancillary Facility shall require the consent outstanding Letters of any Finance Party other than the relevant Ancillary LenderCredit, 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, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applycontext otherwise requires. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If the Company Borrower and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised its Revolving Facility Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that as an Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five three (53) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the CompanyBorrower: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) Borrower which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, Commitment and the maximum amount of the Ancillary Facility, Facility and, if in the Ancillary Facility is an overdraft facility comprising more than one case of a Multi-account Overdraft, its maximum gross amount (that amount being the “Designated Gross Amount”) Amount and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base CurrencyHK dollars); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. . (c) The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party 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, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (cd) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company Borrower and the Ancillary Lender.

Availability. (ai) If the Company Foreign Borrower and a Lender agree and except as otherwise provided in this Agreement, the such Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised unutilized Revolving Commitment (which shall (which, except for the purposes of determining the Majority Required Lenders and for the Super Majority Lenders and purpose of Clause 39.4 (Replacement of Lender)) Section 2.23, in each case, shall be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (bii) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an such Ancillary Facility, the Administrative Agent has received from the Company: (i) a notice been notified in writing of by the establishment of an Borrower Representative that such Ancillary Facility has been established and specifying: specifying (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry expiration date of the Ancillary Facility; , (CB) the proposed type of Ancillary Facility to be provided; , (DC) the proposed Ancillary Lender; , (ED) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account account, its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and , (FE) the proposed currency of the Ancillary Facility (if not denominated in Euro or U.S. Dollars) and (F) the Base Currency); and (ii) Revolving Commitments to which such Ancillary Facility relates, and the Borrower Representative shall have provided any other information which the Administrative Agent may reasonably request in connection with the Ancillary Facility. . (iii) The Administrative Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. Subject to compliance with clause (b)(ii) above, (A) the Lender concerned will become an Ancillary Lender and (B) the Ancillary Facility will be available, with effect from the date agreed by the Borrower Representative and the Ancillary Lender. (iv) No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party Lender other than the relevant Ancillary Lender, 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, under this Clause 7.3Section 2.24). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If the Company Borrower and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised its Revolving Facility Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that as an Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five three (53) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the CompanyBorrower: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) Borrower which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender;; 38 Project Asgard (2020 A&R) – Amended and Restated Facilities Agreement (E) the proposed Ancillary Commitment, Commitment and the maximum amount of the Ancillary Facility, Facility and, if in the Ancillary Facility is an overdraft facility comprising more than one case of a Multi-account Overdraft, its maximum gross amount (that amount being the “Designated Gross Amount”) Amount and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base CurrencyHK dollars); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. . (c) The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party 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, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (cd) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company Borrower and the Ancillary Lender.

Availability. (ai) If the Company Foreign Borrower or any other Ancillary Borrower and a Lender agree and except as otherwise provided in this Agreement, the such Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised unutilized Foreign Revolving Commitment (which shall (which, except for the purposes of determining the Majority Required Lenders and for the Super Majority Lenders and purpose of Clause 39.4 (Replacement of Lender)) Section 2.23, shall be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (bii) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an such Ancillary Facility, the Administrative Agent has received from the Company: (i) a notice been notified in writing of by the establishment of an Borrower Representative that such Ancillary Facility has been established and specifying: specifying (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B1) the proposed Ancillary Commencement Date and expiry expiration date of the Ancillary Facility; ; (C2) the proposed type of Ancillary Facility to be provided; , (D3) the proposed Ancillary Lender; Lender and Ancillary Borrower, (E4) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account account, its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and and (F5) the proposed currency of the Ancillary Facility (if not denominated in the Base CurrencyEuros); and. (iiiii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Administrative Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. Subject to compliance with clause (b)(ii) above, (x) the Lender concerned will become an Ancillary Lender and (y) the Ancillary Facility will be available, with effect from the date agreed by the Borrower Representative, the applicable Ancillary Borrower and the Ancillary Lender. (iv) No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party Lender other than the relevant Ancillary Lender, 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, under this Clause 7.3Section 2.26). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Revolving Credit Lenders set forth in Section 3.1(c), agrees to issue standby letters of credit (such letters of credit, collectively with the Existing Letters of Credit, the “Letters of Credit”) for the account of the Parent Borrower on any Business Day from the Original Closing Date to but not including the fifth (5th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided that the Issuing Lender shall have no obligation to issue such Letter of Credit if after giving effect to such issuance (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Commitment or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unlessdenominated in Dollars in a minimum amount of $100,000 or such other amount agreed to by the Administrative Agent and the Issuing Lender, not (ii) be a standby letter of credit issued to support obligations of the Parent Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit, which date shall be no later than five the Letter of Credit Expiration Date and (5iv) Business Days (be subject to the Uniform Customs and/or ISP, as set forth in the Letter of Credit Application or such shorter period as may be agreed determined by the Agent) prior Issuing Lender and, to the Ancillary Commencement Date for an Ancillary Facilityextent not inconsistent therewith, the Agent has received from laws of the Company:State of New York. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise requires. (i) a notice in writing The Issuing Lender shall not issue any Letter of the establishment of an Ancillary Facility and specifyingCredit if: (A) Subject to Section 3.1(c)(iii), the proposed Borrower(sexpiry date of the requested Letter of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Revolving Credit Lenders have approved such expiry date; or (B) the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration Date, unless (x) all the Revolving Credit Lenders and the Issuing Lender have approved such expiry date or Affiliates(s(y) such Letter of a BorrowerCredit is cash collateralized on terms and pursuant to arrangements satisfactory to the Issuing Lender. (ii) The Issuing Lender shall not be under any obligation to issue any Letter of Credit if: (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Lender from issuing the Letter of Credit, or any Applicable Law applicable to the Issuing Lender or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Lender shall prohibit, or request that the Issuing Lender refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon the Issuing Lender with respect to the Letter of Credit any restriction, reserve or capital requirement (for which may use the Ancillary FacilityIssuing Lender is not otherwise compensated hereunder) not in effect on the Original Closing Date, or shall impose upon the Issuing Lender any unreimbursed loss, cost or expense which was not applicable on the Original Closing Date and which the Issuing Lender in good xxxxx xxxxx material to it; (B) the proposed Ancillary Commencement Date and expiry date issuance of the Ancillary FacilityLetter of Credit would violate one or more policies of the Issuing Lender applicable to letters of credit generally; (C) except as otherwise agreed by the proposed type Administrative Agent and the Issuing Lender, the Letter of Ancillary Facility to be providedCredit is in an initial stated amount less than $100,000; (D) the proposed Ancillary LenderLetter of Credit is to be denominated in a currency other than Dollars; (E) any Revolving Credit Lender is at that time a Defaulting Lender, unless the Issuing Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Issuing Lender (in its sole discretion) with the Parent Borrower or such Lender to eliminate the Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 5.14(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed Ancillary Commitmentto be issued or that Letter of Credit and all other L/C Obligations as to which the Issuing Lender has actual or potential Fronting Exposure, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account as it may elect in its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”)sole discretion; andor (F) the proposed currency Letter of Credit contains any provisions for automatic reinstatement of the Ancillary Facility (if not denominated in the Base Currency); andstated amount after any drawing thereunder. (iiiii) The Issuing Lender shall not amend any other information which Letter of Credit if the Issuing Lender would not be permitted at such time to issue the Letter of Credit in its amended form under the terms hereof. (iv) The Issuing Lender shall be under no obligation to amend any Letter of Credit if (A) the Issuing Lender would have no obligation at such time to issue the Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of the Letter of Credit does not accept the proposed amendment to the Letter of Credit. (v) The Issuing Lender shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the Issuing Lender shall have all of the benefits and immunities (A) provided to the Administrative Agent may reasonably request in Article XIII with respect to any acts taken or omissions suffered by the Issuing Lender in connection with Letters of Credit issued by it or proposed to be issued by it and Loan Documents pertaining to such Letters of Credit as fully as if the Ancillary Facility. The Agent shall promptly notify term “Administrative Agent” as used in Article XIII included the Ancillary Issuing Lender with respect to such acts or omissions, and (B) as additionally provided herein with respect to the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party 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, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Issuing Lender.

Availability. (a) If the Company relevant Borrower and a the Ancillary Lender agree and except as otherwise provided in this Agreement, the Ancillary Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Ancillary Lender’s unutilised Facility A Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) 5 Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Companyrelevant Borrower: (i) a notice in writing of the establishment of an Ancillary Facility substantially in the form set out in Schedule 8 (Form of Ancillary Facility Notice) and specifying: (A) the proposed Borrower(s) (or Affiliates(s) Affiliates of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. . (c) The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. . (d) No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, 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, under this Clause 7.3Clause). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (ce) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company relevant Borrower, the Agent and the Ancillary Lender.

Availability. (a) If the Company Parent and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised unutilized Revolving Facility Commitment (which shall (except for the purposes of determining the Majority Supermajority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)Required Lenders) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) three Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Administrative Agent has received from the CompanyLoan Parties’ Agent: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Administrative Agent upon the written request of any Lender may reasonably request in connection with the Ancillary Facility. The Administrative Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, 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, under this Clause 7.3Section). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company Parent and the Ancillary Lender.

Availability. (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purposes purpose of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)Lenders) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) ten Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary FacilityFacility (or such later date as the Agent may agree), the Agent has received from the CompanyObligors’ Agent: (i) a notice in writing of the establishment of an Ancillary Facility and Request specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account account, its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); (ii) a copy of the proposed Ancillary Document; and (iiiii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Obligors’ Agent, the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, 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, under this Clause 7.3Clause). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company Obligors’ Agent and the Ancillary LenderLender (such date to be promptly notified by the Obligors’ Agent to the Agent).

Availability. (1) Each Term Loan Lender individually, and not jointly and severally, agrees, on the terms and conditions of this Agreement, to make Accommodations ratably to the Borrower in accordance with the amount of such Term Loan Lender’s portion of the Commitment, and as contemplated in Section 3.01. (2) Accommodations under the Term Loan Facility shall be made available as Base Rate Advances and SOFR Advances on the terms set forth herein. (3) The failure of any Lender to make an Accommodation shall not relieve any other Lender of its obligation, if any, in connection with any such Accommodation, but no Lender is responsible for any other Lender’s failure in respect of such Accommodation. (4) The Borrower shall have the right, but not the obligation, at any time prior to the maturity of the Term Loan Facility, to increase the Commitments and Term Loan Advances under the Term Loan Facility or create a new tranche of Term Loan Advances in an aggregate amount not to exceed (i) U.S. $250,000,000 plus (ii) additional amounts so long as, in the case of this clause (ii), the Consolidated Senior Secured Net Leverage Ratio (determined on a pro forma basis (A) giving effect to the incurrence of such Debt and any Debt which would constitute Consolidated Net Debt for Borrowed Money that has been incurred, prepaid or repaid since the end of the most recent Measurement Period for which financial statements are available (assuming such Commitments or Term Loan Advances are fully drawn but excluding any proceeds thereof from Unrestricted Cash) and (B) excluding, in the calculation of such Consolidated Senior Secured Net Leverage Ratio, any Debt concurrently incurred under the foregoing clause (i) from Consolidated Net Debt for Borrowed Money) would not exceed 2.75:1.00 (an “Incremental Term Facility”); provided that the Borrower, in its sole discretion, may reclassify any Debt incurred under the foregoing clause (i) as having been incurred under the foregoing clause (ii) subject to compliance, at the time of such reclassification, with the requirements of such clause (ii); provided, further, that: (a) If No Event of Default exists or would exist after giving effect thereto (except in the Company case of an Incremental Term Facility used to finance a Permitted Acquisition, in which circumstances, no Default or Event of Default under Section 7.01(1)(a), Section 7.01(1)(b) or Section 7.01(1)(l) exists or would exist after giving effect thereto) and all applicable representations and warranties pursuant to Article 5 shall be true and correct in all material respects on the date of the funding thereof (except in the case of an Incremental Term Facility used to finance a Lender agree and except as otherwise provided Permitted Acquisition, in this Agreementwhich circumstances, the Lender may provide an Ancillary Facility on a bilateral basis Specified Representations shall be true and correct in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lendermaterial respects)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).; (b) An Ancillary Open Text will be in compliance on a pro forma basis with the financial covenant in Section 6.03 after giving effect to such Incremental Term Facility shall not be (assuming the Commitments thereunder are fully drawn); (c) Advances and Commitments made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior way of an increase to the Ancillary Commencement Date for an Ancillary Facility, Commitment shall be on terms (including currency and Effective Yield) and conditions identical to those applicable to the Agent has received from the Company: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary then-existing Term Loan Facility; (Bd) In regard to Advances and Commitments made by way of a new tranche of Term Loan Advances, the proposed Ancillary Commencement Date Effective Yield for the Incremental Term Facility shall be determined by the Borrower and expiry date the Lenders of the Ancillary Incremental Term Facility; provided that in the event that the Effective Yield for any Incremental Term Facility incurred during the first 18 months following the Closing Date is greater than the Effective Yield for the Term Loan Facility, then the Effective Yield for the Term Loan Facility shall be increased to the extent necessary so that the Effective Yield for such Incremental Term Facility is not more than 50 basis points higher than the Effective Yield for the Term Loan Facility unless the Applicable Margins for the Term Loan Facility are increased by an amount equal to the difference between the Effective Yield for such Incremental Term Facility and the corresponding Effective Yield for the Term Loan Facility minus 50 basis points; provided, further, that such Advances and Commitments shall be on terms and conditions otherwise substantially similar to those applicable to the then-existing Term Loan Facility and, to the extent not so substantially similar with the then-existing Term Loan Facility, shall be reasonably satisfactory to the Administrative Agent; (e) Such increased amounts will be provided by the existing Lenders or new financial institutions that become Lenders under the Incremental Term Facility (such new financial institutions to be reasonably satisfactory to the Administrative Agent); provided that no existing Lender will be obligated to provide any such Incremental Term Facility; (Cf) The Incremental Term Facility will not in any event have a maturity date that is earlier than the proposed type of Ancillary Facility Term Loan Repayment Date or a weighted average life to be provided; (D) maturity shorter than the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount weighted average life to maturity of the Ancillary then-existing Term Loan Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (Fg) The Administrative Agent shall have received such other corporate authorizations, opinions, or documents as the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Administrative Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party 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, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applyrequest. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If the Company Borrower and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised its Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that as an Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the CompanyBorrower: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (CB) the proposed type of Ancillary Facility to be provided; (DC) the proposed Ancillary Lender; (ED) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if in the Ancillary Facility is an overdraft facility comprising more than one case of a Multi-account Overdraft its maximum gross amount (that amount being the “Designated Gross Amount”) Amount and its maximum net amount (that amount being the “Designated Net Amount”); and (FE) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); andFacility, which must be US Dollars. (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. . (c) The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party 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, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.APJ/MSXM/076001.00588/80174749.8Page 33 (cd) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company Borrower and the Ancillary Lender.

Availability. (a) 6.2.1 If the Company and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)Lenders) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).. For the avoidance of doubt, BMW Financial Services (GB) Limited shall not be an Ancillary Lender. The Royal Bank of Scotland plc (as agent for National Westminster Bank plc) shall make available to the Company within 45 days of the date of this Agreement, an Ancillary Facility by way of a same-day access LIBOR loan facility on an un-committed, on-demand basis provided that no Default has occurred or is continuing and that the other terms of this Agreement relating to the provision of Ancillary Facilities have been complied with in relation to that Ancillary Facility; (b) 6.2.2 An Ancillary Facility shall not be made available unless, not later than five (5) 5 Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company:Company:- (ia) a notice in writing of the establishment of an Ancillary Facility and specifying:specifying:- (Ai) the proposed Borrower(s) (or Affiliates(s) Affiliates of a Borrower) which may use the Ancillary Facility; (Bii) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (Ciii) the proposed type of Ancillary Facility to be provided; (Div) the proposed Ancillary Lender; (Ev) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (iib) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, 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, under this Clause 7.3Clause). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) 6.2.3 Subject to compliance with paragraph (b) above:Clause 6.2.2 above:- (ia) the Lender concerned will become an Ancillary Lender; and (iib) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.,

Availability. (ai) If the Company European Borrower or any other Ancillary Borrower and a Lender agree and except as otherwise provided in this Agreement, the such Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised unutilized European Revolving Commitment (which shall (which, except for the purposes of determining the Majority Required Lenders and for the Super Majority Lenders and purpose of Clause 39.4 (Replacement of Lender)) Section 2.23, shall be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (bii) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an such Ancillary Facility, the Administrative Agent has received from the Company: (i) a notice been notified in writing of by the establishment of an Borrower Representative that such Ancillary Facility has been established and specifying: specifying (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B1) the proposed Ancillary Commencement Date and expiry expiration date of the Ancillary Facility; ; (C2) the proposed type of Ancillary Facility to be provided; ; (D3) the proposed Ancillary Lender; Lender and Ancillary Borrower; (E4) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account account, its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and and (F5) the proposed currency of the Ancillary Facility (if not denominated in the Base CurrencyEuros); and. NY\6180200.13 (iiiii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Administrative Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. Subject to compliance with clause (b)(ii) above, (x) the Lender concerned will become an Ancillary Lender and (y) the Ancillary Facility will be available, with effect from the date agreed by the Borrower Representative, the applicable Ancillary Borrower and the Ancillary Lender. (iv) No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party Lender other than the relevant Ancillary Lender, 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, under this Clause 7.3Section 2.26). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If the Company Borrower and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised its Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that as an Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the CompanyBorrower: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (CB) the proposed type of Ancillary Facility to be provided; (DC) the proposed Ancillary Lender; (ED) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if in the Ancillary Facility is an overdraft facility comprising more than one case of a Multi-account Overdraft its maximum gross amount (that amount being the “Designated Gross Amount”) Amount and its maximum net amount (that amount being the “Designated Net Amount”); and (FE) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); andFacility, which must be US Dollars. (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. . (c) The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party 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, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.LRXM/076001.00588/92345437.6Page 33 (cd) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company Borrower and the Ancillary Lender.

Availability. (a) If the Company German Borrower and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s 's unutilised Commitment (which shall (except for the purposes purpose of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)Lenders) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility)) provided that the aggregate Base Currency Amount of all Ancillary Commitments may at no time exceed EUR 30,000,000. (b) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the CompanyGerman Borrower: (i) a notice in writing of requesting the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided;Lender; and (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if ; (ii) a copy of the proposed Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”)Document; and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (iiiii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the German Borrower, the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, 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, under this Clause 7.3Clause). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company relevant Borrower and the Ancillary Lender.

Availability. (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, the that Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 clause 40.4 (Replacement of LenderDeemed consent)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) 14 days prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account account, its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. . (c) The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. . (i) No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, 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, under this Clause 7.3clause). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (cii) The Company shall notify the Agent and provide details of any material amendment or waiver of a term of any Ancillary Facility which does not require the consent of any other Finance Party, no later than 14 days prior to the date of such amendment or waiver. (e) Subject to compliance with paragraph (b) above:clause 7.2(b): (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purposes purpose of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)Lenders) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) ten Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary FacilityFacility (or such later date as the Agent may agree), the Agent has received from the CompanyObligors’ Agent: (i) a notice in writing of requesting the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account account, its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); (ii) a copy of the proposed Ancillary Document; and (iiiii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Obligors’ Agent, the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, 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, under this Clause 7.3Clause). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company Obligors’ Agent and the Ancillary LenderLender (such date to be promptly notified by the Obligors’ Agent to the Agent).

Availability. (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, the Lender (or, in accordance with Clause 7.7 (Affiliates of Lenders as Ancillary Lenders), one of its Affiliates) may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised its Revolving Facility Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that as an Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) three Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary LenderXxxxxxxxx Xxxxxx; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if in the Ancillary Facility is an overdraft facility comprising more than one case of a Multi-account Overdraft, its maximum gross amount (that amount being the “Designated Gross Amount”) Amount and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. . (c) The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party 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, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (cd) Subject to compliance with paragraph (b) above: (i) the Lender concerned (or, in accordance with Clause 7.7 (Affiliates of Lenders as Ancillary Lenders), one of its Affiliates) will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If the Company Parent and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Revolving Facility Commitment (which shall (except for the purposes purpose of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)Lenders) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) 10 Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Priority Agent has received from the CompanyParent: (i) a notice in writing of requesting the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary FacilityFacility (which must fall on or before the Termination Date); (C) the proposed type of Ancillary Facility to be providedprovided (which must comply with Clause 9.1 (Type of Facility)); (D) the proposed Ancillary LenderLender (which must be a Lender under the Revolving Facility); (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility (if not denominated in the Base Currency) and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility Facility; (if not denominated in ii) a copy of the Base Currencyproposed Ancillary Document(s); and (iiiii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Priority Agent shall promptly notify the Parent, the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, 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, under this Clause 7.3Clause). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company Parent and the Ancillary Lender.

Availability. (a) If the Company KDG and a Lender agree and except subject as otherwise provided in this Agreementbelow, the that Lender may provide an Ancillary Facility on a bilateral basis to KDVS in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount B Facility Commitment. The aggregate Ancillary Commitments of the Ancillary Commitment under that Ancillary Facility)Lenders shall not at any time exceed €150,000,000. (b) An Ancillary Facility shall may not be made available unless, unless the Facility Agent has received from KDG not later less than five (5) 10 Business Days (or such shorter lesser period as the Facility Agent may be agreed by the Agentagree) prior to the Ancillary Commencement Date proposed start date for an that Ancillary Facility, the Agent has received from the Company: (i) a notice in writing of requesting the establishment of an Ancillary Facility by the conversion of any Lender’s undrawn B Facility Commitment (or part of that Commitment) into an Ancillary Commitment and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date start date and expiry date of the Ancillary Facility; (CB) the proposed type of Ancillary Facility to be being provided; (C) the identity of the Ancillary Lender; and (D) the proposed applicable Ancillary LenderCommitment (which must be in euros) and the net limit of the Ancillary Outstandings and the gross limit applicable thereto; (Eii) the proposed Ancillary Commitment, the maximum amount a copy of the Ancillary Facility, and, if the any relevant Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”)Documents; and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (iiiii) any other information which the Facility Agent may reasonably request require in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party 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, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject Unless the Facility Agent (acting reasonably) objects to compliance the establishment of the Ancillary Facility because it does not comply with paragraph the provisions of Clause 6.2 (b) aboveTerms of Ancillary Facilities), then: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company KDG and the Ancillary Lender. (d) The Facility Agent must promptly notify the other Lenders of the matters referred to in paragraph (b) above. (e) No amendment or waiver of a term of an Ancillary Facility shall require the consent of any Finance Party 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 or waiver of or under this Agreement (including, for the avoidance of doubt, under this Clause) in which case the provisions of this Agreement with regard to amendments and waivers will apply.

Availability. Subject to the terms and conditions hereof, the Issuing Lender, in reliance on the agreements of the other Lenders set forth in Section 3.4(a), agrees to issue standby letters of credit (the “Letters of Credit”) for the account of the Borrower or any Subsidiary thereof on any Business Day from the Closing Date through but not including the fifth (5th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, L/C Obligations would exceed the Lender may provide an Ancillary Facility on a bilateral basis in place of all L/C Commitment or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility the Revolving Credit Outstandings would exceed the Revolving Credit Commitment. Each Letter of Credit shall not (i) be made available unlessa standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, not contingent or otherwise, incurred in the ordinary course of business, (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which date shall be no later than five the fifth (55th) Business Days (or such shorter period as may be agreed by the Agent) Day prior to the Ancillary Commencement Revolving Credit Maturity Date for an Ancillary Facilityand (iii) be subject to the Uniform Customs and/or ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility Illinois. The Issuing Lender shall not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and specifying: (A) derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date context otherwise requires. As of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary CommitmentClosing Date, the maximum amount each of the Ancillary FacilityExisting Letters of Credit shall constitute, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency for all purposes of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender this Agreement and the other Lenders Loan Documents, a Letter of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party 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, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments Credit issued and waivers will applyoutstanding hereunder. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, the that Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s 's unutilised Revolving Facility Commitment or unutilised Uncommitted Accordion 10-16526587-2\13845-2639 60 Revolving Facility Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 clause 40.3 (Replacement of LenderDeemed consent)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) 14 days prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) Affiliates of a BorrowerBorrower (under the Revolving Facility or the relevant Uncommitted Accordion Revolving Facility (as applicable)) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if in the Ancillary Facility is an overdraft facility comprising more than one case of a Multi-account Overdraft, its maximum gross amount (that amount being the “Designated Gross Amount”) Amount and its maximum net amount (that amount being the “Designated Net Amount”); and; (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (iiG) any other information which whether the Agent may reasonably request in connection with the proposed Ancillary Commitment is to be provided under a Revolving Facility or an Uncommitted Accordion Revolving Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party 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, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised its General Revolving Facility Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that as an Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) 5 Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary LenderXxxxxxxxx Xxxxxx; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if in the Ancillary Facility is an overdraft facility comprising more than one case of a Multi-account Overdraft, its maximum gross amount (that amount being the “Designated Gross Amount”) Amount and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. . (c) The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party 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, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (cd) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.,

Availability. (a) If the Company and a Lender agree and except subject as otherwise provided in this Agreementbelow, the that Lender may provide an Ancillary Facility on a bilateral bi-lateral basis to a Borrower in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility)Revolving Credit Commitment. (b) An Ancillary Facility shall may not be made available unless, unless the Company has notified the Facility Agent by not later less than five (5) 5 Business Days Days’ notice (or such shorter lesser period as the Facility Agent may be agreed by agree) and the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Facility Agent has received from the Companyreceived: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) members of the Group (or Affiliates(s) of a Borrowerbeing Borrowers) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date start and expiry date dates of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be being provided; (D) the proposed Ancillary Lender;; and (E) the proposed applicable Ancillary Commitment, the maximum amount ; (ii) a copy of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”)Document; and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (iiiii) any other information which the Facility Agent may reasonably request require in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party 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, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above, then: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender. (d) The Facility Agent must promptly notify the other Lenders.

Availability. (a) If Subject to the Company terms and a Lender agree and except as otherwise provided in conditions of this Agreement, the Lender may provide an Ancillary applicable Specified A/C Lenders severally agree to make Specified A/C Loans in the applicable Specified Alternative Currency to the Borrower from time to time from the Closing Date through the Credit Facility on a bilateral basis Termination Date as requested by the Borrower in place accordance with the terms of Section 2.5; provided, that (a) the Dollar Amount of the aggregate principal amount of all or part of that Lender’s unutilised Commitment outstanding Specified A/C Loans in such Specified Alternative Currency (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)after giving effect to any amount requested) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by exceed the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: (i) a notice in writing lesser of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party 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, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and Aggregate Commitment less the sum of the Dollar Amount of the aggregate principal amount of all outstanding Revolving Credit Loans less the sum of the Dollar Amount of the aggregate principal amount of all outstanding Competitive Bid Loans, Swingline Loans and L/C Obligations and (ii) the Ancillary applicable Specified A/C Aggregate Commitment, (b) the sum of (i) the Dollar Amount of the aggregate principal amount of all outstanding Specified A/C Loans and (ii) the Dollar Amount of the aggregate principal amount of all outstanding Revolving Credit Loans made in an Alternative Currency (other than a Specified Alternative Currency) shall not exceed the Alternative Currency Commitment and (c) the Dollar Amount of the aggregate principal amount of all outstanding Specified A/C Loans in such Specified Alternative Currency from any applicable Specified A/C Lender to the Borrower shall not at any time exceed such Lender's Specified A/C Commitment for such Specified Alternative Currency. Each Specified A/C Loan by a Specified A/C Lender shall be in a principal amount equal to such Specified A/C Lender's applicable Specified A/C Commitment Percentage of the aggregate principal amount of the applicable Specified A/C Loans requested on such occasion. Specified A/C Loans shall be funded in an amount equal to the Alternative Currency Amount of such Specified A/C Loan. Subject to the terms and conditions hereof, the Borrower may borrow, repay and reborrow Specified A/C Loans hereunder until the Credit Facility will be available, with effect from the date agreed by the Company and the Ancillary LenderTermination Date.

Availability. (a) If the Company Parent and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised its Revolving Facility Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that as an Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the CompanyParent: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) Affiliates of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if in the Ancillary Facility is an overdraft facility comprising more than one case of a Multi-account Overdraft, its maximum gross amount (that amount being the “Designated Gross Amount”) Amount and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency)Facility; and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. . (c) The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party 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, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (cd) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company Parent and the Ancillary Lender.

Availability. (a) If the Company and a Lender agree and except as otherwise provided in this Agreementagreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purposes purpose of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)Lenders) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility (other than the Existing Ancillary Facility) shall not be made available unless, not later than five (5) 20 Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: (i) a notice in writing of requesting the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) Affiliate of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, Facility (if not denominated in the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”Base Currency); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); (ii) a copy of the proposed Ancillary Document; and (iiiii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. . (c) The Agent shall promptly notify the Company, the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility (other than the Existing Ancillary Facility. ). (d) No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, 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 agreement (including, for the avoidance of doubt, under this Clause 7.3clause). In such a case, the provisions of this Agreement agreement with regard to amendments and waivers will apply. (ce) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender. (f) JPMorgan Chase Bank, N. A. is an Ancillary Lender in respect of the Existing Ancillary Facility on the date of this Agreement with an Ancillary Commitment of £56,666,666.67.

Availability. Subject to the terms and conditions of this Agreement and the other Loan Documents, including, without limitation, Section 5.2(e) and Section 5.2(f) of this Agreement, and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents and on the agreements of the Lenders set forth in Section 3.4(a), the Issuing Lender agrees to issue standby letters of credit (the “Letters of Credit”) for the account of the Borrower or any Subsidiary thereof on any Business Day from the Closing Date through but not including the fifth (5th) Business Day prior to the Maturity Date in such form as may be approved from time to time by the Issuing Lender; provided, that the Issuing Lender shall have no obligation to issue any Letter of Credit if, after giving effect to such issuance, (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place L/C Outstanding Amount of all or part of that Lender’s unutilised Commitment (which shall (except for L/C Obligations would exceed the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). L/C Commitment; (b) An Ancillary Facility the Total Outstandings would exceed the aggregate Commitments; and (c) the Total Credit Exposure of any Lender would exceed such Lender’s Commitment. Each Letter of Credit shall not (i) be made available unlessdenominated in Dollars or in an Alternative Currency in a minimum amount agreed to by the Issuing Lender, not (ii) be a standby letter of credit issued to support obligations of the Borrower or any of its Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (iii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation acceptable to the Issuing Lender), which date shall be no later than five the fifth (55th) Business Days (or such shorter period as may be agreed by the Agent) Day prior to the Ancillary Commencement Maturity Date for an Ancillary Facilityand (iv) be subject to ISP98, as set forth in the Letter of Credit Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary FacilityNew York. The Agent Issuing Lender shall promptly notify not at any time be obligated to issue any Letter of Credit hereunder if such issuance would conflict with, or cause the Ancillary Issuing Lender or any L/C Participant to exceed any limits imposed by, any Applicable Law. References herein to “issue” and the other Lenders derivations thereof with respect to Letters of the establishment of an Ancillary Facility. No amendment Credit shall also include extensions or waiver of a term modifications of any Ancillary Facility shall require the consent outstanding Letters of any Finance Party other than the relevant Ancillary LenderCredit, 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, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applycontext otherwise requires. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If the Company Parent and a Revolving Facility Lender agree and except as otherwise provided in this Agreement, the that Revolving Facility Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised its Revolving Facility Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that as an Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the CompanyParent: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if in the Ancillary Facility is an overdraft facility comprising more than one case of a Multi-account Overdraft, its maximum gross amount (that amount being the “Designated Gross Amount”) Amount and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. . (c) The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party 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, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (cd) Subject to compliance with paragraph (b) above:clause 7.2(b): (i) the Revolving Facility Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.,

Availability. (a) If A Borrower (or the Company Parent on its behalf) and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 39.5 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the CompanyParent: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(sAffliate(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. . (iii) The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. . (iv) No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, 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, under this Clause 7.39 (Ancillary Facilities)). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company Parent and the Ancillary Lender.

Availability. (ai) If the Company European Borrower or any other Ancillary Borrower and a Lender agree and except as otherwise provided in this Agreement, the such Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised unutilized European Revolving Commitment (which shall (which, except for the purposes of determining the Majority Required Lenders and for the Super Majority Lenders and purpose of Clause 39.4 (Replacement of Lender)) Section 2.23, shall be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (bii) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an such Ancillary Facility, the Administrative Agent has received from the Company: (i) a notice been notified in writing of by the establishment of an Borrower Representative that such Ancillary Facility has been established and specifying: specifying (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B1) the proposed Ancillary Commencement Date and expiry expiration date of the Ancillary Facility; ; (C2) the proposed type of Ancillary Facility to be provided; ; (D3) the proposed Ancillary Lender; Lender and Ancillary Borrower; (E4) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account account, its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and and (F5) the proposed currency of the Ancillary Facility (if not denominated in the Base CurrencyEuros); and. (iiiii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Administrative Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. Subject to compliance with clause (b)(ii) above, (x) the Lender concerned will become an Ancillary Lender and (y) the Ancillary Facility will be available, with effect from the date agreed by the Borrower Representative, the applicable Ancillary Borrower and the Ancillary Lender. (iv) No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party Lender other than the relevant Ancillary Lender, 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, under this Clause 7.3Section 2.26). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If Amounts available for borrowing under the Company and Tranche A ------------ Facility shall be limited each month to a Lender agree and except "Borrowing Base" to be calculated in the same manner as otherwise provided in this Agreementthe Existing DIP Facility. Amounts under the Tranche B Facility will be available only upon the consent of Required DIP Lenders, in their sole discretion. At the time such consent is given, Required DIP Lenders may, in their sole discretion, prescribe additional limitations on the aggregate amount which may be borrowed under the Tranche B Facility, the Lender times such borrowings may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders be made and the Super Majority Lenders other terms and conditions relating to the availability of Clause 39.4 (Replacement the Tranche B Facility. Purpose/Use of Lender)) be reduced Proceeds: To finance the Borrowers' litigation expenses, ----------------------- working capital needs and other general corporate purposes more specifically identified in the cash plan delivered by the amount of Borrowers on or prior to the Ancillary Commitment under that Ancillary FacilityEffective Date and updated periodically by the Borrowers (as so updated, the "Cash Plan"). (b) An Ancillary Facility , which updates shall be satisfactory in form and substance to Required DIP Lenders. Other than as described in the preceding sentence, proceeds shall not be made available unlessused for any purposes for which the proceeds of loans under the Existing DIP Facility could not have been used. Stated Maturity Date: 1 year from the Effective Date; provided that, not later than five (5) Business Days (-------------------- subject to the remainder of this paragraph, the Stated Maturity Date with respect to each DIP Lender's loans and commitments shall be extended to the date which is one year from the original Stated Maturity Date unless DIP Lenders holding 25% or such shorter period as may be agreed by more of the Agent) total credit exposure under the DIP Facility notify the Administrative Agent and the Borrowers at least 45 days prior to the Ancillary Commencement first such Stated Maturity Date for an Ancillary Facilitythat such DIP Lenders elect not to extend their loans and commitments. In any event, if one or more DIP Lenders elects not to extend its loans and commitments beyond the original Stated Maturity Date, the Administrative Agent shall notify each DIP Lender promptly of such election, and each DIP Lender which has received from not theretofore made such election shall be entitled to make such election by notifying the Company: (i) a notice in writing Administrative Agent and the Borrowers at least 30 days prior to the first such Stated Maturity Date. Any DIP Lender that has so notified the Administrative Agent and the Borrowers of its election not to extend shall not be required to extend its loans and commitments. In the event fewer than 25% of the establishment of an Ancillary Facility DIP Lenders elect not to extend their loans and specifying: (A) commitments on or prior to the proposed Borrower(s) (or Affiliates(s) of a Borrower) date which may use is 30 days prior to the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitmentfirst Stated Maturity Date, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) commitments and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term loans of any Ancillary Facility DIP Lender not giving such notice of such election shall require be automatically extended to the consent later Stated Maturity Date. Any loans of any Finance Party other than DIP Lender not giving such notice of such election shall be automatically extended to 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, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applylater Stated Maturity Date. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. The Loan Proceeds will be made available to Borrower provided that the applicable conditions set forth in Article 11 hereof are satisfied and until the Maturity Date (a) If the Company and a Lender agree and except as “Availability Period”). Unless otherwise provided in this Agreementagreed, the Lender may provide an Ancillary Facility Loan Proceeds will be made available on any Business Day during the Availability Period by wire transfer of immediately available funds in accordance with written wire transfer instructions to be furnished by Borrower on a bilateral basis form supplied by Agent. Any request by the Borrower for Loan Proceeds hereunder must be given by the Borrower in place accordance with Section 11.2.1 not later than 11:00 a.m. (Denver time) on the Business Day on which any proposed LIBOR Rate Loan and not later than 11:00 a.m. (Denver time) on the Business Day on which any proposed Base Rate Loan, is proposed to be made. Each request for Loan Proceeds hereunder shall be irrevocable and shall be deemed to be a representation by the Borrower that on the date the Loan Proceeds are requested and after giving effect to the requested Loan Proceeds the applicable conditions specified in Article 11 have been and will be satisfied. Each request for Loan Proceeds hereunder, in addition to meeting the applicable requirements of all or part Section 4.2, shall specify (i) the requested date thereof, (ii) the aggregate amount of that Lender’s unutilised Commitment (the Loan Proceeds to be made on such date, which shall be in a minimum amount of $25,000 and an integral multiple of $25,000, (except for iii) whether such Loan Proceeds are to be funded as a Base Rate Loans or LIBOR Rate Loans and (iv) in the purposes case of determining LIBOR Rate Loans, the Majority Lenders and duration of the Super Majority Lenders initial Interest Period applicable thereto. Promptly upon receipt of such notice, the Agent shall advise each Syndication Party of the requested Loan Proceeds and of Clause 39.4 such Syndication Parties’ ratable share of such Loans. At or before 1:00 p.m. (Replacement Denver time) on the date of Lender)the requested Loan Proceeds, each relevant Syndication Party shall provide the Agent at the Agent’s principal office in Denver with immediately available funds covering such Syndication Parties’ Syndication Share of the requested Loans. Unless the Agent determines that any applicable condition specified in Article 11 has not been satisfied or waived, the Agent will make available to the Borrower at the Agent’s principal office in Denver, Colorado in immediately available funds not later than 2:30 p.m. (Denver time) be reduced by on the date the Loan Proceeds are requested the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed requested Loan Proceeds to the extent received by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party 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, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If the Company a Borrower and a Facility C Lender agree and except as otherwise provided in this Agreementagreement, the a Facility C Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Facility C Lender’s 's unutilised Commitment under Facility C (which shall (except for the purposes purpose of calculating line fees under clause 8.2 and determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)Lenders) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) two Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date proposed commencement date for an Ancillary Facility, the Facility Agent has received from the Company:relevant Borrower; (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date commencement date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”)amount; and (FE) the proposed currency of the Ancillary Facility Facility; (if not denominated in ii) a copy of the Base Currency)proposed Ancillary Document; and (iiiii) any other information which the Facility Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. . (c) No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, Facility C 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 agreement (including, for the avoidance of doubt, under this Clause 7.3clause). In such a case, the provisions of this Agreement agreement with regard to amendments and waivers will apply. (cd) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) above the Ancillary Facility will be available, available with effect from the date agreed by the Company relevant Borrower and the Ancillary relevant Facility C Lender.

Availability. (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Facility C Commitment (which shall (except for the purposes purpose of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)Lenders) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) Notwithstanding paragraph (a) above, the aggregate amount to be provided by way of Ancillary Facilities shall not, at any time, exceed £250,000,000. (c) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: (i) a notice in writing of requesting the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) Affiliates of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility (if not denominated in the Base Currency) and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility Facility; (if not denominated in ii) a copy of the Base Currency)proposed Ancillary Document; and (iiiii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Company, the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, 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, under this Clause 7.3Clause). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (cd) Subject to compliance with paragraph (bc) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If the Company relevant Borrower and a the Ancillary Lender agree and except as otherwise provided in this Agreement, the Ancillary Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Ancillary Lender’s unutilised Facility A Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) 5 Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Companyrelevant Borrower: (i) a notice in writing of the establishment of an Ancillary Facility substantially in the form set out in Schedule 10 (Form of Ancillary Facility Notice) and specifying: (A) the proposed Borrower(s) (or Affiliates(s) Affiliates of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, 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, under this Clause 7.3Clause). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company relevant Borrower, the Agent and the Ancillary Lender.

Availability. (a) If the Company Obligors’ Agent and a Lender agree and except as otherwise provided in this Agreement, the that Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s 's unutilised Original Revolving Facility Commitment and/or Additional Revolving Facility Commitment and/or Refinancing Revolving Facility Commitment (which shall (except for the purposes of (i) determining the Majority Lenders and the Super Majority or other votes of Lenders and (ii) of Clause 39.4 41.10 (Replacement or Prepayment of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the CompanyObligors’ Agent: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the Facility to which it relates; (B) the proposed Borrower(s) under the Original Revolving Facility or Additional Revolving Facility or Refinancing Revolving Facility or, subject to Clause 9.11 (or Affiliates(sAffiliates of Borrowers), Affiliate(s) of a Borrower) Borrower under the Original Revolving Facility or Additional Revolving Facility or Refinancing Revolving Facility which may use the Ancillary Facility; (BC) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (CD) the proposed type of Ancillary Facility to be provided; (DE) the proposed Ancillary Lender; (EF) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (FG) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. . (c) The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party 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, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (cd) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company Obligors’ Agent and the Ancillary Lender.

Availability. (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s 's unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)Lenders) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) 10 Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(sAffiliate(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base CurrencyEUR); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, 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, under this Clause 7.3Clause). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (ai) If the Company Foreign Borrower or any other Ancillary Borrower and a Lender agree and except as otherwise provided in this Agreement, the such Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised unutilized Foreign Revolving Commitment (which shall (which, except for the purposes of determining the Majority Required Lenders and for the Super Majority Lenders and purpose of Clause 39.4 (Replacement of Lender)) Section 2.23, shall be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).. | || (bii) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an such Ancillary Facility, the Administrative Agent has received from the Company: (i) a notice been notified in writing of by the establishment of an Borrower Representative that such Ancillary Facility has been established and specifying: specifying (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B1) the proposed Ancillary Commencement Date and expiry expiration date of the Ancillary Facility; ; (C2) the proposed type of Ancillary Facility to be provided; , (D3) the proposed Ancillary Lender; Lender and Ancillary Borrower, (E4) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account account, its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and and (F5) the proposed currency of the Ancillary Facility (if not denominated in the Base CurrencyEuros); and. (iiiii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Administrative Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. Subject to compliance with clause (b)(ii) above, (x) the Lender concerned will become an Ancillary Lender and (y) the Ancillary Facility will be available, with effect from the date agreed by the Borrower Representative, the applicable Ancillary Borrower and the Ancillary Lender. (iv) No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party Lender other than the relevant Ancillary Lender, 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, under this Clause 7.3Section 2.26). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (ai) If the Company European Borrower or any other Ancillary Borrower and a Lender agree and except as otherwise provided in this Agreement, the such Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised unutilized European Revolving Commitment (which shall (which, except for the purposes of determining the Majority Required Lenders and for the Super Majority Lenders and purpose of Clause 39.4 (Replacement of Lender)) Section 2.23, shall be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).. NY\5627635.16 (bii) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an such Ancillary Facility, the Administrative Agent has received from the Company: (i) a notice been notified in writing of by the establishment of an Borrower Representative that such Ancillary Facility has been established and specifying: specifying (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B1) the proposed Ancillary Commencement Date and expiry expiration date of the Ancillary Facility; ; (C2) the proposed type of Ancillary Facility to be provided; ; (D3) the proposed Ancillary Lender; Lender and Ancillary Borrower; (E4) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account account, its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and and (F5) the proposed currency of the Ancillary Facility (if not denominated in the Base CurrencyEuros); and. (iiiii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Administrative Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. Subject to compliance with clause (b)(ii) above, (x) the Lender concerned will become an Ancillary Lender and (y) the Ancillary Facility will be available, with effect from the date agreed by the Borrower Representative, the applicable Ancillary Borrower and the Ancillary Lender. (iv) No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party Lender other than the relevant Ancillary Lender, 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, under this Clause 7.3Section 2.26). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If the Company Parent and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s 's unutilised Revolving Facility Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 42.4 (Replacement of LenderLenders)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) 5 Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the CompanyParent: (i) a notice in writing of requesting the establishment of an Ancillary Facility and specifying: (A1) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B2) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C3) the proposed type of Ancillary Facility to be provided; (D4) the proposed Ancillary Lender; (E5) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account its the maximum gross amount (that amount being the “"Designated Gross Amount”") and its maximum net amount (that amount being the “"Designated Net Amount”"); and (F6) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); (ii) a copy of the proposed Ancillary Document; and (iiiii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Parent, the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, 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, under this Clause 7.3Clause). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company Parent and the Ancillary Lender.

Availability. (a) If the Company relevant Borrower and a the Ancillary Lender agree and except as otherwise provided in this Agreement, the Ancillary Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Ancillary Lender’s unutilised Facility A Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) 5 Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Companyrelevant Borrower: (i) a notice in writing of the establishment of an Ancillary Facility substantially in the form set out in Schedule 8 (Form of Ancillary Facility Notice) and specifying: (A) the proposed Borrower(s) (or Affiliates(s) Affiliates of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, 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, under this Clause 7.3Clause). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company relevant Borrower, the Agent and the Ancillary Lender.

Availability. (1) Each Term Loan Lender individually, and not jointly and severally, agrees, on the terms and conditions of this Agreement, to make Accommodations ratably to the Borrower in accordance with such Lender’s Term Loan Commitment, and as contemplated in Section 3.01. (2) Accommodations under the Term Loan Facility shall be made available as ABR Advances and LIBOR Advances on the terms set forth herein. (3) The failure of any Lender to make an Accommodation shall not relieve any other Lender of its obligation, if any, in connection with any such Accommodation, but no Lender is responsible for any other Lender’s failure in respect of such Accommodation. (4) The Borrower shall have the right, but not the obligation, at any time prior to the maturity of the Term Loan Facility, to increase the Commitments and Term Loan Advances under the Term Loan Facility or create a new tranche of Term Loan Advances in an aggregate amount not to exceed %5. U.S. $250,000,000 plus %5. additional amounts so long as, in the case of this clause (ii), the Consolidated Senior Secured Net Leverage Ratio (determined on a pro forma basis (A) giving effect to the incurrence of such Debt and any Debt which would constitute Consolidated Net Debt for Borrowed Money that has been incurred, prepaid or repaid since the end of the most recent Measurement Period for which financial statements are available (assuming such Commitments or Term Loan Advances are fully drawn but excluding any proceeds thereof from Unrestricted Cash) and (B) excluding, in the calculation of such Consolidated Senior Secured Net Leverage Ratio, any Debt concurrently incurred under the foregoing clause (i) from Consolidated Net Debt for Borrowed Money) would not exceed 2.75:1.00 (an “Incremental Term Facility”); provided that the Borrower, in its sole discretion, may reclassify any Debt incurred under the foregoing clause (i) as having been incurred under the foregoing clause (ii) subject to compliance, at the time of such reclassification, with the requirements of such clause (ii); provided further that: (a) If No Event of Default exists or would exist after giving effect thereto (except in the Company case of an Incremental Term Facility used to finance a Permitted Acquisition, in which circumstances, no Default or Event of Default under Section 7.01(1)(a), Section 7.01(1)(b) or Section 7.01(1)(l) exists or would exist after giving effect thereto) and all applicable representations and warranties pursuant to Article 5 shall be true and correct in all material respects on the date of the funding thereof (except in the case of an Incremental Term Facility used to finance a Lender agree and except as otherwise provided Permitted Acquisition, in this Agreementwhich circumstances, the Lender may provide an Ancillary Facility on a bilateral basis Specified Representations shall be true and correct in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility).material respects; (b) An Ancillary Open Text will be in compliance on a pro forma basis with the financial covenant in Section 6.03 after giving effect to such Incremental Term Facility shall not be (assuming the Commitments thereunder are fully drawn); (c) Advances and Commitments made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior way of an increase to the Ancillary Commencement Date for an Ancillary Facility, Term Loan Commitment shall be on terms (including currency and Effective Yield) and conditions identical to those applicable to the Agent has received from the Company: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary then-existing Term Loan Facility; (Bd) In regard to Advances and Commitments made by way of a new tranche of Term Loan Advances, the proposed Ancillary Commencement Date Effective Yield for the Incremental Term Facility shall be determined by the Borrower and expiry date the Lenders of the Ancillary Incremental Term Facility; provided that in the event that the Effective Yield for any Incremental Term Facility incurred during the first 18 months following the Closing Date is greater than the Effective Yield for the Term Loan Facility, then the Effective Yield for the Term Loan Facility shall be increased to the extent necessary so that the Effective Yield for such Incremental Term Facility is not more than 50 basis points higher than the Effective Yield for the Term Loan Facility unless the Applicable Margins for the Term Loan Facility are increased by an amount equal to the difference between the Effective Yield for such Incremental Term Loan and the corresponding Effective Yield for the Term Loan Facility minus 50 basis points; provided further, that such Advances and Commitments shall be on terms and conditions otherwise substantially similar to those applicable to the then-existing Term Loan Facility and, to the extent not so substantially similar with the then-existing Term Loan Facility, shall be reasonably satisfactory to the Administrative Agent; (e) Such increased amounts will be provided by the existing Lenders or new financial institutions that become Lenders under the Incremental Term Facility (such new financial institutions to be reasonably satisfactory to the Administrative Agent), provided that no existing Lender will be obligated to provide any such Incremental Term Facility; (Cf) The Incremental Term Loans will not in any event have a maturity date that is earlier than the proposed type of Ancillary Facility Term Loan Repayment Date or a weighted average life to be provided; (D) maturity shorter than the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount weighted average life to maturity of the Ancillary then-existing Term Loan Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (Fg) The Administrative Agent shall have received such other corporate authorizations, opinions, or documents as the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Administrative Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party 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, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applyrequest. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, the that Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Revolving Facility Commitment or unutilised Uncommitted Accordion Revolving Facility Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 clause 40.4 (Replacement of LenderDeemed consent)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) 14 days prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (under the Revolving Facility or Affiliates(s) of a Borrowerthe relevant Uncommitted Accordion Revolving Facility (as applicable)) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account account, its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and; (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (G) whether the proposed Ancillary Commitment is to be provided under a Revolving Facility or an Uncommitted Accordion Revolving Facility. (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. . (c) The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility and whether it is established under a Revolving Facility or an Uncommitted Accordion Revolving Facility. . (i) No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, 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, under this Clause 7.3clause). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (cii) The Company shall notify the Agent and provide details of any material amendment or waiver of a term of any Ancillary Facility which does not require the consent of any other Finance Party, no later than 14 days prior to the date of such amendment or waiver. (e) Subject to compliance with paragraph (b) above:clause 7.2(b): (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender. (f) As at the Second Restatement Date, the only Ancillary Facilities provided are under the Revolving Facility.

Availability. (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, the that Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purposes purpose of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)Lenders) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility), provided that each Ancillary Facility shall comply with all the terms of this Clause 7 unless otherwise set out below. (b) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: (i) a notice in writing of an Ancillary Facility Request requesting the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Lender; (C) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (CD) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if the Ancillary Facility is an overdraft facility comprising more than one a Multi-account Overdraft Facility, its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. . c) The maximum aggregate amount of all Ancillary Commitments shall not exceed EUR 350,000,000. d) If the conditions in paragraph b) and c) are satisfied, the Agent shall promptly notify confirm to the Company and the Ancillary Lender that an Ancillary Facility may be established, and promptly thereafter notify the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party 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, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (ce) Subject to compliance with paragraph (b) and c) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If Subject to the Company terms and a Lender agree and except as otherwise provided in this Agreementconditions hereof, the Lender may provide an Ancillary Facility Issuing Lender, in reliance on a bilateral basis the agreements of the L/C Participants set forth in place Section 3.4(a), agrees to issue standby letters of all or part credit (“Letters of that Lender’s unutilised Commitment (which shall (except Credit”) for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount account of the Ancillary Commitment under that Ancillary Facility). Borrower or, subject to Section 3.8, any Restricted Subsidiary thereof, on any Business Day from the Closing Date through but not including the fifth (b) An Ancillary Facility shall not be made available unless, not later than five (55th) Business Days (or Day prior to the Revolving Credit Maturity Date in such shorter period form as may be agreed approved from time to time by the Issuing Lender and the Administrative Agent; provided, that the Issuing Lender shall have no obligation to issue, and the L/C Participants shall have no obligation to participate in, any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate principal amount of outstanding Revolving Credit Loans, plus the aggregate principal amount of outstanding Swingline Loans, plus the aggregate amount of L/C Obligations would exceed the Revolving Credit Commitment or (iii) the outstanding amount of Revolving Credit Loans, Letters of Credit and Swingline Loans on the SecondThird Amendment Effective Date would exceed $500,000,000. Each Letter of Credit (other than the Existing Letters of Credit) shall (A) be in a minimum amount of $25,000 unless otherwise agreed to by the Issuing Lender, (B) be a standby letter of credit issued to support obligations of the Borrower or any of its Restricted Subsidiaries, contingent or otherwise, incurred in the ordinary course of business, (C) expire on a date satisfactory to the Issuing Lender and the Administrative Agent, which date shall be no later than the earlier of (1) one (1) year after the date of its issuance (but any Letter of Credit issued hereunder may, by its terms and consistent with the terms hereof, be renewable annually with the consent of the Issuing Lender), and (2) the fifth (5th) Business Day prior to the Ancillary Commencement Revolving Credit Maturity Date for an Ancillary Facilityand (D) be subject to the ISP98 and/or, to the extent applicable, Uniform Customs, as set forth in the Application or as determined by the Issuing Lender and, to the extent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility New York. As of the Closing Date, each of the Existing Letters of Credit shall constitute, for all purposes of this Agreement and specifying: the other Loan Documents, a Letter of Credit issued and outstanding hereunder. The Issuing Lender shall not at any time be obligated to issue, and the L/C Participants shall have no obligation to participate in, any Letter of Credit hereunder if (A) such issuance would conflict with, or cause the proposed Borrower(s) (Issuing Lender or Affiliates(s) of a Borrower) which may use the Ancillary Facility; any L/C Participant to exceed any limits imposed by, any Applicable Law or (B) the proposed Ancillary Commencement Date and expiry date beneficiary of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party 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, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.Letter of

Availability. (a) If Subject to Clause 5.5 (Limitations on Utilisations), if the Company and a Lender agree and except as otherwise provided in this Agreement, the Lender may may, subject to the limitation in Clause 7.1 (Type of Facility), provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised its Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that as an Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) 5 Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (Company or Affiliates(s) Affiliate of a Borrower) the Company which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if in the Ancillary Facility is an overdraft facility comprising more than one case of a Multi- account Overdraft, its maximum gross amount (that amount being the “Designated Gross Amount”) Amount and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. . (c) The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party 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, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (cd) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If the Company a Borrower and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Revolving Facility Commitment (which shall (except for the purposes purpose of determining the Majority Lenders and or for the Super Majority Lenders and purposes of Clause 39.4 6.8 (Replacement Revolving Facility Commitment amounts) and paragraph (b)(iv) of LenderClause 6.3 (Terms of Ancillary Facilities)) be reduced by the amount of the Ancillary Commitment under that an Ancillary Facility). (b) An Except as provided in paragraph (d) below, an Ancillary Facility shall not be made available unless, not later than five (5) 5 Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: (i) a notice in writing of requesting the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in which must be euro); (ii) a copy of the Base Currency)proposed Ancillary Document; and (iiiii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Company, the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party 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, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company Borrower and the Ancillary Lender. (d) With effect from the date of first Utilisation under this Agreement (or such other date as may be agreed between BNP Paribas and the Company) BNP Paribas will become an Ancillary Lender, and the facility provided under the Ancillary Documents delivered to the Agent under Clause 4.1 (Initial conditions precedent) will be available and will be an Ancillary Facility. (e) No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party 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, under this Clause 6.2). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.

Availability. (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised its Revolving Facility Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that as an Ancillary Facility). (b) An Subject to paragraph (a) above, an Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: (i) a notice in writing of requesting the establishment of requesting an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) Affiliates of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender;; and (E) the proposed Ancillary Commitment, in the maximum amount case of the Ancillary Facilitya Multi-account Overdraft, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) Amount and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) a copy of the proposed Ancillary Document; and (iii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. . (c) The Agent shall promptly notify the Company, the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party 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, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (cd) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If the Company Senior Borrower and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Revolving Facility Commitment (which shall (except for the purposes purpose of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)Lenders) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Facility Agent has received from the CompanySenior Borrower: (i) a notice in writing of requesting the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) On-Loan Borrower to which the Senior Borrower may use make such Ancillary Facility available pursuant to the Ancillary FacilityOn-Loan Facility Agreement; (B) the proposed Ancillary Commencement Date and expiry date Expiry Date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); (ii) a copy of the proposed Ancillary Document and an original of each document evidencing any related Supplemental Security; (iii) a copy of the notice in writing requesting the establishment of an Ancillary Facility pursuant to the On-Loan Facility Agreement which contains the information set out in paragraphs (b)(i) and (ii) above; and (iiiv) any other information which the Facility Agent may reasonably request in connection with the Ancillary Facility. The Facility Agent shall promptly notify the Senior Borrower, the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, 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, under this Clause 7.3Clause). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company Senior Borrower and the Ancillary Lender.

Availability. (a) If From and including the Company Closing Date and a Lender agree subject to the terms and except as otherwise provided conditions hereof, each Issuing Lender, in this Agreementreliance on the agreements of the Revolving Lenders set forth in ‎Section 2.03(e), the Lender may provide agrees to issue standby Letters of Credit in an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised aggregate amount not to exceed its L/C Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount account of the Ancillary Commitment under that Ancillary FacilityBorrower or, subject to ‎Section 2.03(k). (b) An Ancillary Facility shall , any Subsidiary thereof. Letters of Credit may be issued on any Business Day from the Closing Date to but not be made available unless, not later than including five (5) Business Days prior to the Revolving Facility Termination Date; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the Aggregate Outstanding Credit Exposure would exceed the Aggregate Revolving Commitment, (b) the L/C Obligations would exceed the L/C Sublimit or (c) the L/C Obligations attributable to Letters of Credit issued by such Ixxxxxx Xxxxxx would exceed such Issuing Lender’s L/C Commitment. Each Letter of Credit shall (i) be denominated in (at the Borrower’s election) Dollars, any Foreign Currency or (solely with respect to CitibankGoldman Sachs and any other Issuing Lender who agrees to issue Letters of Credit in the applicable currency) any Additional L/C Currency in a minimum amount of $100,000 (or such shorter lesser amount as agreed to by the applicable Issuing Lender), (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation reasonably acceptable to the applicable Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Revolving Facility Termination Date provided, further that a Letter of Credit may, upon the request of the Borrower and the consent of the applicable Issuing Lender, be issued or renewed for a period as may beyond the date that is five (5) Business Days prior to the Revolving Facility Termination Date (it being understood that the Lenders shall automatically be released from their participation obligations with respect to any such Letter of Credit from and after the Revolving Facility Termination Date), and (iii) unless otherwise agreed by the Agent) prior applicable Issuing Lender and the Borrower, be subject to ISP 98 and, to the Ancillary Commencement Date for an Ancillary Facilityextent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility and specifying: New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any law applicable to such Issuing Lender or any request or directive (whether or not having the proposed Borrower(sforce of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Effective Date, or Affiliates(s) any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of a Borrower) which may use the Ancillary Facility; Effective Date and that such Issuing Lender in good fxxxx xxxxx material to it, (B) the proposed Ancillary Commencement Date and expiry date issuance of the Ancillary Facility; Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally, (C) the proposed type of Ancillary Facility to be provided; conditions set forth in ‎Section 4.03 are not satisfied or (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount such Issuing Lender does not as of the Ancillary Facility, andissuance date of the requested Letter of Credit issue Letters of Credit in the requested Foreign Currency or Additional L/C Currency, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the applicable. References herein to “Designated Gross Amount”) issue” and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency derivations thereof with respect to Letters of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent Credit shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment also include extensions, increases or waiver of a term modifications of any Ancillary Facility shall require the consent outstanding Letters of any Finance Party other than the relevant Ancillary LenderCredit, 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, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applycontext otherwise requires. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If the Company Parent and a Lender agree and except as otherwise provided in this Agreementagreement, the Lender (or, in accordance with clause 7.8 (Affiliates of Lenders as Ancillary Lenders), one of its Affiliates) may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised its Revolving Facility Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that as an Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) three Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Facility Agent has received from the CompanyParent: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) Affiliates of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if in the Ancillary Facility is an overdraft facility comprising more than one case of a Multi-account Overdraft, its maximum gross amount (that amount being the “Designated Gross Amount”) Amount and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Facility Agent may reasonably request in connection with the Ancillary Facility. . (c) The Facility Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party 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, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (cd) Subject to compliance with paragraph (b) above: (i) the Lender concerned (or, in accordance with clause 7.8 (Affiliates of Lenders as Ancillary Lenders), one of its Affiliates) will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.,

Availability. (aA) If the Company and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised its Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that as an Ancillary Facility). (bB) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an that Ancillary Facility, the Agent has received from the Company: (i1) a notice in writing of the establishment of an that Ancillary Facility and specifying: (Aa) the proposed Borrower(s) (or Affiliates(s) Affiliates of a Borrower) which may use the that Ancillary Facility; (Bb) the proposed Ancillary Commencement Date and expiry date of the that Ancillary Facility; (Cc) the proposed type of Ancillary Facility to be provided; (Dd) the proposed Ancillary LenderXxxxxxxxx Xxxxxx; (Ee) the proposed Ancillary Commitment, the maximum amount of the that Ancillary Facility, Facility and, if in the Ancillary Facility is an overdraft facility comprising more than one case of a Multi-account Overdraft, its maximum gross amount (that amount being the “Designated Gross Amount”) Amount and its maximum net amount (that amount being the “Designated Net Amount”); and (Ff) the proposed currency of the that Ancillary Facility (if not denominated in the Base Currency); and (ii2) any other information which the Agent may reasonably request in connection with the that Ancillary Facility. . (C) The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party 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, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (cD) Subject to compliance with paragraph (bB) above: (i1) the Lender concerned will become an Ancillary Lender; and (ii2) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised its Revolving Facility Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that as an Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than than: (i) the Closing Date in the case of an Ancillary Facility where the Ancillary Commencement Date is the Closing Date; or (ii) in any other case, five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: (iA) a notice in writing of the establishment of an Ancillary Facility and specifying: (A1) the proposed Borrower(s) (or Affiliates(sAffiliate(s) of a Borrower) Borrower which may use the Ancillary Facility; (B2) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C3) the proposed type of Ancillary Facility to be provided; (D4) the proposed Ancillary Lender; (E5) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if in the Ancillary Facility is an overdraft facility comprising more than one case of a Multi-account Overdraft, its maximum gross amount (that amount being the “Designated Gross Amount”) Amount and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (iiB) any other information which the Agent may reasonably request in connection with the Ancillary Facility. . (c) The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party 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, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (cd) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If the Company Parent and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised its Revolving Facility Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that as an Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the CompanyParent: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) Affiliates of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary LenderXxxxxxxxx Xxxxxx; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if in the Ancillary Facility is an overdraft facility comprising more than one case of a Multi-account Overdraft, its maximum gross amount (that amount being the “Designated Gross Amount”) Amount and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency)Facility; and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. . (c) The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party 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, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (cd) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company Parent and the Ancillary Lender.

Availability. (ai) If the Company Parent and a Lender agree and except as otherwise provided in this Agreementherein, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised unused Revolving Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Required Lenders and of Clause 39.4 (Replacement of Lender)Section 10.05) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (bii) An Ancillary Facility shall not be made available unless, not later than unless at least five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an that Ancillary Facility, the Administrative Agent has received from the Company: (i) Parent a notice in writing of the establishment of an that Ancillary Facility and specifying: : (A) the proposed Revolving Borrower(s) (or Affiliates(sor, subject to 2.19(i), Affiliate(s) of a Revolving Borrower) which may use the that Ancillary Facility; ; (B) the proposed Ancillary Commencement Date and expiry date of the that Ancillary Facility; ; (C) the proposed type or types of Ancillary Facility to be provided; ; (D) the proposed Ancillary Lender; ; (E) the proposed amount of the Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account account, its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and and (F) the proposed currency or currencies of the that Ancillary Facility (if not denominated in Dollars or Euros), without prejudice to the Base Currency); and (ii) rights of the Administrative Agent to so request, any other information which the Administrative Agent may reasonably request in connection with the relation to that Ancillary Facility. . (iii) The Administrative Agent shall promptly notify the Ancillary each Revolving Lender and the other Lenders of the establishment of an Ancillary Facility. . (iv) No amendment or waiver of a any term of any an Ancillary Facility shall require the consent of any Finance Party Lender other than the relevant Ancillary Lender, 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, under this Clause 7.3clause (iv)). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (cv) Subject to compliance with paragraph clause (bii) above: , (iA) the Lender concerned will become an Ancillary Lender; and and (iiB) the Ancillary Facility will be available, with effect from the date agreed by the Company Parent and the Ancillary Lender.

Availability. (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, the that Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Revolving Facility Commitment or unutilised Uncommitted Accordion Revolving Facility Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 clause 40.4 (Replacement of LenderDeemed consent)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) 14 days prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (under the Revolving Facility or Affiliates(s) of a Borrowerthe relevant Uncommitted Accordion Revolving Facility (as applicable)) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account account, its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and; (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (G) whether the proposed Ancillary Commitment is to be provided under a Revolving Facility or an Uncommitted Accordion Revolving Facility; and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. . (c) The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility and whether it is established under a Revolving Facility or an Uncommitted Accordion Revolving Facility. . (i) No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, 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, under this Clause 7.3clause). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (cii) The Company shall notify the Agent and provide details of any material amendment or waiver of a term of any Ancillary Facility which does not require the consent of any other Finance Party, no later than 14 days prior to the date of such amendment or waiver. (e) Subject to compliance with paragraph (b) above:clause 7.2(b): (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender. (f) As at the Third Restatement Date, the only Ancillary Facilities provided are under the Revolving Facility.

Availability. (a) 8.2.1 If the Company a Borrower and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Revolving Credit Facility Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 34.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) 8.2.2 An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Initial ACF Agent has received from the Companyrelevant Borrower: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (Ba) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (Cb) the proposed type of Ancillary Facility to be provided; (Dc) the proposed Ancillary Lender;; and (Ed) the proposed Ancillary Commitment, Commitment and the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Initial ACF Agent may reasonably request in connection with the Ancillary Facility. The Initial ACF Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party 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, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) 8.2.3 Subject to compliance with paragraph (b) aboveClause 8.2.2: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company relevant Borrower and the Ancillary Lender.

Availability. (ai) If the Company a Borrower and a Lender agree and except as otherwise provided in this Agreement, the such Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised unutilized Foreign Revolving Commitment, unutilized U.S. Revolving Commitment or unutilized U.S. Multicurrency Revolving Commitment (which shall (which, except for the purposes of determining the Majority Required Lenders and for the Super Majority Lenders and purpose of Clause 39.4 (Replacement of Lender)) Section 2.23, in each case, shall be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (bii) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an such Ancillary Facility, the Administrative Agent has received from the Company: (i) a notice been notified in writing of by the establishment of an applicable Borrower that such Ancillary Facility has been established and specifying: specifying (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry expiration date of the Ancillary Facility; ; (CB) the proposed type of Ancillary Facility to be provided; , (DC) the proposed Ancillary Lender; , (ED) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account account, its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (FE) the proposed currency of the Ancillary Facility (if not denominated in Euros or U.S. Dollars) and (F) the Base Currency); and (ii) Revolving Commitments to which such Ancillary Facility relates, and the applicable Borrower shall have provided any other information which the Administrative Agent may reasonably request in connection with the Ancillary Facility. . (iii) The Administrative Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. Subject to compliance with clause (b)(ii) above, (A) the Lender concerned will become an Ancillary Lender and (B) the Ancillary Facility will be available, with effect from the date agreed by the applicable Borrower and the Ancillary Lender. (iv) No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party Lender other than the relevant Ancillary Lender, 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, under this Clause 7.3Section 2.25). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If Subject to Clause 5.5 (Limitations on Utilisations), if the Company and a Lender agree and except as otherwise provided in this Agreement, the Lender may may, subject to the limitation in Clause 7.1 (Type of Facility), provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised its Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that as an Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) 5 Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (Company or Affiliates(s) Affiliate of a Borrower) the Company which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if in the Ancillary Facility is an overdraft facility comprising more than one case of a Multi-account Overdraft, its maximum gross amount (that amount being the “Designated Gross Amount”) Amount and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. . (c) The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party 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, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (cd) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, the that Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Revolving Facility Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 clause 40.4 (Replacement of LenderDeemed consent)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) 14 days prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account account, its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. . (c) The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. . (i) No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, 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, under this Clause 7.3clause). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (cii) The Company shall notify the Agent and provide details of any material amendment or waiver of a term of any Ancillary Facility which does not require the consent of any other Finance Party, no later than 14 days prior to the date of such amendment or waiver. (e) Subject to compliance with paragraph (b) above:clause 7.2(b): (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If the Company Borrower and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised its Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that as an Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the CompanyBorrower: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (CB) the proposed type of Ancillary Facility to be provided; (DC) the proposed Ancillary Lender; (ED) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if in the Ancillary Facility is an overdraft facility comprising more than one case of a Multi-account Overdraft its maximum gross amount (that amount being the “Designated Gross Amount”) Amount and its maximum net amount (that amount being the “Designated Net Amount”); and (FE) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); andFacility, which must be US Dollars. (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. . (c) The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party 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, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (cd) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company Borrower and the Ancillary Lender.

Availability. (ai) If the Company Foreign Borrower and a Lender agree and except as otherwise provided in this Agreement, the such Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised unutilized Foreign Revolving Commitment (which shall (which, except for the purposes of determining the Majority Required Lenders and for the Super Majority Lenders and purpose of Clause 39.4 (Replacement of Lender)) Section 2.23, shall be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (bii) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an such Ancillary Facility, the Administrative Agent has received from the Company: (i) a notice been notified in writing of by the establishment of an Foreign Borrower that such Ancillary Facility has been established and specifying: specifying (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry expiration date of the Ancillary Facility; ; (CB) the proposed type of Ancillary Facility to be provided; , (DC) the proposed Ancillary Lender; , (ED) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account account, its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and and (FE) the proposed currency of the Ancillary Facility (if not denominated in Euros), and the Base Currency); and (ii) Foreign Borrower shall have provided any other information which the Administrative Agent may reasonably request in connection with the Ancillary Facility. . (iii) The Administrative Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. Subject to compliance with clause (b)(ii) above, (A) the Lender concerned will become an Ancillary Lender and (B) the Ancillary Facility will be available, with effect from the date agreed by the Foreign Borrower and the Ancillary Lender. (iv) No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party Lender other than the relevant Ancillary Lender, 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, under this Clause 7.3Section 2.25). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If Subject to the Company terms and a Lender agree and except as otherwise provided conditions hereof, each Issuing Lender, in this Agreementreliance on the agreements of the Lenders set forth in Section 2.03(e), the Lender may provide agrees to issue standby Letters of Credit in an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised aggregate amount not to exceed its L/C Commitment (which shall (except for the purposes account of determining any Borrower or, subject to Section 2.03(k), any Subsidiary thereof. Letters of Credit may be issued on any Business Day from the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility shall Effective Date to but not be made available unless, not later than including five (5) Business Days prior to the Facility Termination Date; provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the Aggregate Outstanding Credit Exposure would exceed the Aggregate Commitment, (b) the Outstanding Credit Exposure of such Issuing Lender would exceed such Issuing Lender’s Commitment at such time or (c) the L/C Obligations would exceed the L/C Sublimit. Each Letter of Credit shall (i) be denominated in (at the applicable Borrower’s election) Dollars or any Foreign Currency in a minimum amount of $100,000 (or such shorter lesser amount as agreed to by the applicable Issuing Lender), (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit (subject to automatic renewal for additional one (1) year periods pursuant to the terms of the Letter of Credit Application or other documentation reasonably acceptable to the applicable Issuing Lender), which date shall be no later than the fifth (5th) Business Day prior to the Facility Termination Date provided, further that a Letter of Credit may, upon the request of the applicable Borrower and the consent of the applicable Issuing Lender, be issued or renewed for a period as may beyond the date that is five (5) Business Days prior to the Facility Termination Date (it being understood that the Lenders shall automatically be released from their participation obligations with respect to any such Letter of Credit from and after the Facility Termination Date), and (iii) unless otherwise agreed by the Agent) prior applicable Issuing Lender and the applicable Borrower, be subject to ISP 98 and, to the Ancillary Commencement Date for an Ancillary Facilityextent not inconsistent therewith, the Agent has received from the Company: (i) a notice in writing laws of the establishment State of an Ancillary Facility and specifying: New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any law applicable to such Issuing Lender or any request or directive (whether or not having the proposed Borrower(sforce of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on the Effective Date, or Affiliates(s) any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of a Borrower) which may use the Ancillary Facility; Effective Date and that such Issuing Lender in good xxxxx xxxxx material to it, (B) the proposed Ancillary Commencement Date and expiry date issuance of the Ancillary Facility; Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally, (C) the proposed type of Ancillary Facility to be provided; conditions set forth in Section 4.02 are not satisfied or (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount such Issuing Lender does not as of the Ancillary Facility, andissuance date of the requested Letter of Credit issue Letters of Credit in the requested Foreign Currency, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the applicable. References herein to “Designated Gross Amount”) issue” and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency derivations thereof with respect to Letters of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent Credit shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment also include extensions, increases or waiver of a term modifications of any Ancillary Facility shall require the consent outstanding Letters of any Finance Party other than the relevant Ancillary LenderCredit, 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, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applycontext otherwise requires. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If the Company Parent and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 41.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility shall not be made available after the Closing Date unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the CompanyParent: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) Affiliates of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, 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, under this Clause 7.39.2). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company Parent and the Ancillary Lender.

Availability. (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised its Revolving Facility Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that as an Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Company: (i) a notice in writing of requesting the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) Affiliate of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender;; and (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if in the Ancillary Facility is an overdraft facility comprising more than one case of a Multi-account Overdraft, its maximum gross amount (that amount being the “Designated Gross Amount”) Amount and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. . (c) The Agent shall promptly notify the Company, the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party 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, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (cd) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment under Facility A and/or Facility B (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 43.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) 5 Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary FacilityFacility (or, in the case of any Ancillary Facility to be made available on the Closing Date, on or before the Closing Date) the Agent has received from the Company: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); (ii) a copy of the proposed Ancillary Facility Document; and (iiiii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, 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, under this Clause 7.3Clause). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If the Company Obligors’ Agent and a Lender agree and except agree, subject as otherwise provided in this Agreementbelow, the such Lender may provide an Ancillary Facility on a bilateral basis to a Borrower in place of all or a part of that Lender’s unutilised Revolving Commitment and if paragraph (which shall (except for the purposes e) below applies, an amount in excess of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility)its unutilised Revolving Commitment. (b) The aggregate all Lenders’ Ancillary Commitments together with all Fronted Revolving Commitments may not exceed €85,000,000 (and for this purpose any such Commitments not denominated in Euros will be converted into Euros at the Facility Agent’s Spot Rate of Exchange). (c) An Ancillary Facility or a Fronted Ancillary Facility as the case may be, shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by unless the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Facility Agent has received from first been provided with the Company:notice and other information contemplated by Clause 8.3 (Approval process). (id) a notice in writing If the documentation governing the terms of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date Facility or Fronted Ancillary Facility as the case may be, is not substantially in a form which complies or otherwise conforms with the terms of this Agreement, such documentation shall be subject to the approval of the Ancillary Facility; Facility Agent (C) such consent not to be unreasonably withheld or delayed), such approval to be deemed to be given if the Facility Agent has not notified the Obligors’ Agent of its decision to provide consent or not within five Business Days of being provided with such documentation. If a proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the or Fronted Ancillary Facility as the case may be, is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated substantially in the Base Currency); and (ii) any other information a form which the Agent may reasonably request in connection complies or otherwise conforms with the Ancillary Facility. The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party 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, under this Clause 7.3). In such a case, the provisions terms of this Agreement with regard or the Facility Agent approves (or is deemed to amendments and waivers will apply. (chave approved) Subject to compliance with paragraph (b) abovesuch documentation, then: (i) the Lender concerned will become an Ancillary Lender or, subject also to paragraph (e) below, a Fronting Ancillary Lender; and (ii) the Ancillary Facility or Fronted Ancillary Facility as the case may be, will be available, with effect from the date agreed by the Company Obligors’ Agent and the Ancillary Lender or Fronting Ancillary Lender, as the case may be. (e) If the Obligors’ Agent so requests and without prejudice to Clause 8.8 (Affiliates of Lenders as Ancillary Lenders or Fronting Ancillary Lenders), a Lender (each such Lender in this capacity a “Fronting Ancillary Lender”) agrees, such Lender may provide an ancillary facility (a “Fronted Ancillary Facility”) on a bilateral basis to a Borrower in respect of the Euro Revolving Commitments or Sterling Revolving Commitments (as applicable) of the other Lenders (together “Fronted Ancillary Lenders”) provided that: (i) each Fronted Ancillary Facility shall comply with all the terms of this Clause 8 (Ancillary Facilities) unless otherwise set out below; and (ii) each Fronted Ancillary Facility may only be made in relation to the provision of overdraft loans, cash advances, guarantee, bonding, documentary or stand-by letter of credit facilities to the relevant Borrower.

Availability. (ai) If the Company Borrower Representative and a Lender agree and except as otherwise provided in this Agreementherein, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised unused Revolving Credit Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Required Lenders, Required Revolving Lenders, Revolving Credit Lenders and of Clause 39.4 (Replacement of Lender)Section 10.05) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (bii) An Ancillary Facility shall not be made available unless, not later than unless at least five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an that Ancillary Facility, the Administrative Agent has received from the Company: (i) Borrower Representative a notice in writing of the establishment of an that Ancillary Facility and specifying: : (A) the proposed Revolving Borrower(s) (or Affiliates(sor, subject to Section 2.19(i), Affiliate(s) of a Revolving Borrower) which may use that Ancillary Facility provided that no Subsidiary incorporated or established in the Federal Republic of Germany shall be a Borrower in respect of an Ancillary Facility; Facility which is provided in place of all or part of any Lender’s unused U.S. Revolving Credit Commitment; (B) the proposed Ancillary Commencement Date and expiry date of the that Ancillary Facility; ; (C) the proposed type or types of Ancillary Facility to be provided; , including whether such Ancillary Facility will be an Umbrella Ancillary Facility with Local Facilities pursuant to Section 2.19(n); (D) the proposed Ancillary Lender; Lender (and any Umbrella Ancillary Local Lender(s), if any); (E) the proposed amount of the Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if the Ancillary Facility is an overdraft facility comprising more than one account account, its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and and (F) the proposed currency or currencies of the that Ancillary Facility (if not denominated in Dollars, Euros or Sterling), without prejudice to the Base Currency); and (ii) rights of the Administrative Agent to so request, any other information which the Administrative Agent may reasonably request in connection with the relation to that Ancillary Facility. . (iii) The Administrative Agent shall promptly notify the Ancillary each Revolving Lender and the other Lenders of the establishment of an Ancillary Facility. . (iv) No amendment or waiver of a any term of any an Ancillary Facility shall require the consent of any Finance Party Lender other than the relevant Ancillary Lender, 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, under this Clause 7.3clause (iv)). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (cv) Subject to compliance with paragraph clause (bii) above: , (iA) the Lender concerned will become an Ancillary Lender; and and (iiB) the Ancillary Facility will be available, with effect from the date agreed by the Company Borrower Representative and the Ancillary Lender.

Availability. (a) 8.2.1 If the Company a Borrower and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised WC Facility Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 34.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) 8.2.2 An Ancillary Facility shall not be made available unless, not later than five (5) three Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Initial ACF Agent has received from the Companyrelevant Borrower: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (Ba) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (Cb) the proposed type of Ancillary Facility to be provided; (Dc) the proposed Ancillary Lender;; and (Ed) the proposed Ancillary Commitment, Commitment and the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Initial ACF Agent may reasonably request in connection with the Ancillary Facility. The Initial ACF Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party 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, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) 8.2.3 Subject to compliance with paragraph (b) aboveClause 8.2.2: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company relevant Borrower and the Ancillary Lender.

Availability. (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, the a Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Facility A Commitment and/or Facility B Commitment (which shall (except for the purposes purpose of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)Lenders) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) The Company may not request an Ancillary Facility under Facility A if and to the extent the Base Currency Amount of the Ancillary Commitment under that Ancillary Facility would, when aggregated with the Base Currency Amount of all Ancillary Commitments of all Ancillary Lenders under all Ancillary Facilities granted under Facility A, exceed an amount of EUR 100,000,000. (c) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Facility Agent has received from the Company: (i) a notice in writing of requesting the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (CB) the proposed type of Ancillary Facility to be provided; (DC) the proposed Ancillary Lender; (ED) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”); and (FE) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (ii) any other information which the Facility Agent may reasonably request have requested in connection with the Ancillary Facility. . (d) The Facility Agent shall promptly notify the Company, the Ancillary Lender Lender, the Bank Guarantee Agent and the other Lenders of that Facility of the establishment of an Ancillary Facility. . (e) No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, 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, under this Clause 7.3Clause). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (cf) Subject to compliance with paragraph (bc) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company and the relevant Ancillary LenderCommencement Date.

Availability. (a) If the Company Borrower and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised its Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that as an Ancillary Facility). (b) An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the CompanyBorrower: (i) a notice in writing of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (CB) the proposed type of Ancillary Facility to be provided; (DC) the proposed Ancillary Lender; (ED) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, Facility and, if in the Ancillary Facility is an overdraft facility comprising more than one case of a Multi-account Overdraft its maximum gross amount (that amount being the “Designated Gross Amount”) Amount and its maximum net amount (that amount being the “Designated Net Amount”); and (FE) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); andFacility, which must be US Dollars. (ii) any other information which the Agent may reasonably request in connection with the Ancillary Facility. . (c) The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party 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, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply.APJ/076001.00588/98366820.7Page 33 (cd) Subject to compliance with paragraph (b) above: (i) the Lender concerned will become an Ancillary Lender; and (ii) the Ancillary Facility will be available, with effect from the date agreed by the Company Borrower and the Ancillary Lender.

Availability. (a) If the Company and a 9.2.1 The Lender agree and except as otherwise provided in this Agreement, the Lender may shall provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Revolving Facility Commitment (which shall (except for the purposes purpose of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)Lenders) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) 9.2.2 The Ancillary Facility shall be made available in accordance with the terms of this Agreement and as otherwise as set out in the Ancillary Document. An Ancillary Facility shall not be made available unless, not later than five (5) Business Days (or such shorter period as may be agreed by the Agent) prior to the Ancillary Commencement Date for an Ancillary Facility, unless the Agent has received from the Company: (ia) a notice in writing copy of the establishment of an Ancillary Facility and specifying: (A) the proposed Borrower(s) (or Affiliates(s) of a Borrower) which may use the Ancillary Facility; (B) the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility; (C) the proposed type of Ancillary Facility to be provided; (D) the proposed Ancillary Lender; (E) the proposed Ancillary Commitment, the maximum amount of the Ancillary Facility, and, if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount”) and its maximum net amount (that amount being the “Designated Net Amount”)Document; and (F) the proposed currency of the Ancillary Facility (if not denominated in the Base Currency); and (iib) any other information which the Agent may reasonably request in connection with the Ancillary Facility. The Agent shall promptly notify the Company, the Ancillary Lender and the other Lenders of the establishment of an Ancillary FacilityFacility and the Parties acknowledge by the execution of this Agreement the establishment of the Ancillary Facility referred to in Clause 9.1. No amendment or waiver of a term of any Ancillary Facility shall require the consent of any Finance Party other than the relevant Ancillary Lender, 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, under this Clause 7.39). In such a case, the provisions of this Agreement with regard to amendments and waivers will apply. (c) 9.2.3 Subject to compliance with paragraph (b) Clause 9.2.2 above: (ia) the Lender concerned will become an Ancillary Lender; and (iib) the Ancillary Facility will be available, with effect from the date agreed by the Company and the Ancillary Lender.

Availability. (a) If the Company and a Lender agree and except as otherwise provided in this Agreement, the Lender may provide an An Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment (which shall (except for the purposes of determining the Majority Lenders and the Super Majority Lenders and of Clause 39.4 (Replacement of Lender)) be reduced by the amount of the Ancillary Commitment under that Ancillary Facility). (b) An Fronted Ancillary Facility shall not be made available unless, not later than five (5) 3 Business Days (or such shorter period as the Facility Agent may be agreed by the Agentagree) prior to the Ancillary Commencement Date for an Ancillary Facility or the Fronted Ancillary Commencement Date for a Fronted Ancillary Facility, the Facility Agent has received from the Company: (i) a notice in writing of requesting the establishment of an Ancillary Facility or Fronted Ancillary Facility (as the case may be) and specifying: (A) the proposed Revolving Facility Borrower(s) (or Affiliates(sAffiliate(s) of a Revolving Facility Borrower) which may use the Ancillary FacilityFacility or Fronted Ancillary Facility (as the case may be); (B) the proposed Ancillary Commencement Date or Fronted Ancillary Commencement Date (as the case may be) and expiry date of the Ancillary FacilityFacility or Fronted Ancillary Facility (as the case may be); (C) the proposed type of Ancillary Facility or Fronted Ancillary Facility (as the case may be) to be provided; (D) the proposed Ancillary LenderLender or proposed Fronting Ancillary Lender and each Fronted Ancillary Lender (as the case may be), in each case being a Lender under the Revolving Facility; (E) the proposed Ancillary Commitment, Commitment to apply to the Ancillary Facility or Fronting Ancillary Commitment and Fronted Ancillary Commitments to apply to the Fronted Ancillary Facility; (F) the maximum amount of the Ancillary Facility, Facility or Fronted Ancillary Facility (if not denominated in the Base Currency) and, if the Ancillary Facility or Fronted Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “"Designated Gross Amount”") and its maximum net amount (that amount being the “"Designated Net Amount”"); and (FG) the proposed currency of the Ancillary Facility or Fronted Ancillary Facility; (if not denominated in ii) a copy of the Base Currencyproposed Ancillary Document or Fronted Ancillary Document (as the case may be); and (iiiii) any other information which the Facility Agent may reasonably request in connection with the Ancillary Facility or Fronted Ancillary Facility. . (b) The Facility Agent shall promptly notify each Lender under the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility. No amendment or waiver of a term Revolving Facility upon receipt of any Ancillary Facility shall require the consent of any Finance Party 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, under this Clause 7.3). In such a case, the provisions of this Agreement with regard to amendments and waivers will applynotice. (c) Subject to compliance with paragraph (ba) above: above and the proposed Ancillary Lender having notified the Facility Agent prior to the Ancillary Commencement Date that it agrees to make available that Ancillary Facility, the Ancillary Lender identified in the notice delivered pursuant to paragraph (ia) the Lender concerned will above shall become an Ancillary Lender; and (ii) Lender and authorised to make available the proposed Ancillary Facility will be available, available with effect from the date agreed by Ancillary Commencement Date. (d) Subject to compliance with paragraph (a) above and the proposed Fronting Ancillary Lender and each Fronted Ancillary Lender having notified the Facility Agent prior to the Fronted Ancillary Commencement Date that they agree to make available that Fronted Ancillary Facility, the Fronting Ancillary Lender identified in the notice delivered pursuant to paragraph (a) above shall become a Fronting Ancillary Lender authorised to make available the proposed Fronted Ancillary Facility with effect from the Fronted Ancillary Commencement Date. (e) The Facility Agent shall promptly notify the Company and the Lenders of the establishment of an Ancillary LenderFacility or Fronted Ancillary (as the case may be).