Common use of Repayment of Ancillary Facility Clause in Contracts

Repayment of Ancillary Facility. (a) An Ancillary Facility shall cease to be available under this Agreement on the Termination Date in relation to the Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (b) If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment, of the Ancillary Lender, shall be reduced to zero (and its Available Commitment shall be increased accordingly). (c) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: (i) the Total Commitments have been cancelled in full, or all outstanding Utilisations have become due and payable in accordance with the terms of this Agreement, or the Agent has declared all outstanding Utilisations under the Facility immediately due and payable, or the expiry date of the Ancillary Facility occurs; or (ii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or (iii) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Utilisation and the Ancillary Lender gives sufficient notice to enable a Utilisation to be made to refinance those Ancillary Outstandings. (d) For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in paragraph (c)(iii) above can be refinanced by a Utilisation: (i) the Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and (ii) the Utilisation may (so long as paragraph (c)(i) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations) or paragraph (a)(ii) of Clause 5.2 (Completion of a Utilisation Request for Loans) applies. (e) On the making of a Utilisation of the Facility to refinance Ancillary Outstandings: (i) each Lender will participate in that Utilisation in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations then outstanding bearing the same proportion to the aggregate amount of the Utilisations then outstanding as its Commitment bears to the Total Commitments; and (ii) the relevant Ancillary Facility shall be cancelled. (f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (ai) An Ancillary Facility shall cease to be available under this Agreement on the Foreign Revolving Commitment Termination Date in relation to the Facility or such earlier date on which its expiry date expiration occurs or on which it is cancelled in accordance with the terms of this AgreementAgreement or the applicable Ancillary Facility. (bii) If an Ancillary Facility expires in accordance with its terms terms, the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available such Lender’s Foreign Revolving Commitment shall be increased accordingly). (ciii) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover collateralization for any liabilities made available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: unless (ix) the Total Foreign Revolving Commitments have been cancelled in full, or all outstanding Utilisations Foreign Revolving Loans have become due and payable in accordance with the terms of this Agreement, or the Administrative Agent has declared all outstanding Utilisations under the Facility Foreign Revolving Loans immediately due and payable, or the expiry expiration date of the Ancillary Facility occurs; or (iiy) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or or (iiiz) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Utilisation Foreign Revolving Loan and the Ancillary Lender gives sufficient notice to enable a Utilisation Foreign Revolving Loan to be made to refinance those Ancillary Outstandings. (div) For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in paragraph clause (c)(iiic)(iii)(z) above can be refinanced by a Utilisation: Foreign Revolving Loan, (ix) the Foreign Revolving Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and and (iiy) the Utilisation Foreign Revolving Loan may (so long as paragraph clause (c)(ic)(iii)(x) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations) the applicable Foreign Borrower or paragraph (a)(ii) of Clause 5.2 (Completion of the Borrower Representative shall have delivered a Utilisation Request for Loans) appliesBorrowing Notice. (ev) On the making of a Utilisation of the Facility Foreign Revolving Loan to refinance Ancillary Outstandings: , (ix) each Lender will participate in that Utilisation such Foreign Revolving Loan on a pro rata basis in an amount accordance with its respective Foreign Revolving Commitment (as determined by the Administrative Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations then outstanding bearing the same proportion to the aggregate amount of the Utilisations then outstanding as its Commitment bears to the Total Commitments); and and (iiy) the relevant Ancillary Facility shall be cancelled. (fvi) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (a) An Ancillary Facility shall cease to be available under this Agreement on the Termination Date in relation applicable to the Revolving Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (b) If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment, Commitment of the relevant Ancillary Lender, Lender shall be reduced to zero (and its Available Commitment shall be increased accordingly)zero. (c) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Outstandings prior to the expiry date of the relevant Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: (i) required to reduce the Permitted Gross Outstandings of a Multi-account Overdraft to or towards an amount equal to its Designated Net Amount; (ii) the Total Revolving Facility Commitments have been cancelled in full, full or all outstanding Utilisations under the Revolving Facility have become due and payable in accordance with the terms of this Agreement, or the Agent has declared all outstanding Utilisations under the Facility immediately due and payable, or the expiry date of the Ancillary Facility occurs; or; (iiiii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary FacilityFacility (or it becomes unlawful for any Affiliate of the Ancillary Lender for the Ancillary Lender to do so); or (iiiiv) both: (A) the Available Commitments relating to the Revolving Facility; and (B) the notice of the demand given by the Ancillary Lender, would not prevent the relevant Borrower funding the repayment of those Ancillary Outstandings (if any) under that Ancillary in full by way of Revolving Facility can be refinanced by a Utilisation and the Ancillary Lender gives sufficient notice to enable a Utilisation to be made to refinance those Ancillary OutstandingsUtilisation. (d) For the purposes of determining whether or not the If a Revolving Facility Utilisation is made to repay Ancillary Outstandings under an Ancillary Facility mentioned in paragraph (c)(iii) above can be refinanced by a Utilisation: (i) the Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and (ii) the Utilisation may (so long as paragraph (c)(i) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations) or paragraph (a)(ii) of Clause 5.2 (Completion of a Utilisation Request for Loans) applies. (e) On the making of a Utilisation of the Facility to refinance Ancillary Outstandings: (i) each Lender will participate in that Utilisation in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations then outstanding bearing the same proportion to the aggregate amount of the Utilisations then outstanding as its Commitment bears to the Total Commitments; and (ii) full, the relevant Ancillary Facility Commitment shall be cancelledreduced to zero. (f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (a) 8.4.1 An Ancillary Facility shall cease to be available under this Agreement on the Termination Final Maturity Date in relation to the Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (b) 8.4.2 If an Ancillary Facility expires or is cancelled in accordance with its terms the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available Commitment shall be increased accordingly)zero. (c) 8.4.3 No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Outstandings prior to the expiry date of the relevant Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: (ia) required to reduce the Permitted Gross Outstandings of a Multi-account Overdraft to or towards an amount equal to its Designated Net Amount; (b) the Total Commitments have been cancelled in full, or all outstanding Utilisations Loans have become due and payable in accordance with the terms of this Agreement, or the Agent has declared all outstanding Utilisations under the Facility immediately due and payable, or the expiry date of the Ancillary Facility occurs; or; (iic) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary FacilityFacility (or it becomes unlawful for any Affiliate of the Ancillary Lender for the Ancillary Lender to do so); or (iii) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Utilisation and the Ancillary Lender gives sufficient notice to enable a Utilisation to be made to refinance those Ancillary Outstandings. (d) For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in paragraph (c)(iii) above can be refinanced by a Utilisationboth: (i) the Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and (ii) the Utilisation may (so long as paragraph (c)(i) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations) or paragraph (a)(ii) of Clause 5.2 (Completion of a Utilisation Request for Loans) applies. (e) On the making of a Utilisation of the Facility to refinance Ancillary Outstandings: (i) each Lender will participate in that Utilisation in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations then outstanding bearing the same proportion to the aggregate amount of the Utilisations then outstanding as its Commitment bears to the Total Available Commitments; and (ii) the notice of the demand given by the Ancillary Lender, would not prevent the Company funding the repayment of those Ancillary Outstandings in full by way of Loan. 8.4.4 If a Loan is made to repay Ancillary Outstandings in full, the relevant Ancillary Facility Commitment shall be cancelledreduced to zero. (f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (a) An Ancillary Facility shall cease to be available under this Agreement on the Termination Date in relation to the Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (b) If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available Commitment shall be increased accordingly). (c) No Ancillary Lender may demand repayment or prepayment of any amounts made available, or demand cash cover for any liabilities made available or incurred incurred, by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: (i) the Total Commitments have been cancelled in full, or all outstanding Utilisations Loans have become due and payable in accordance with the terms of this Agreement, or the Agent has declared all outstanding Utilisations under the Facility Loans immediately due and payable, or the expiry date of the Ancillary Facility occurs; or (ii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or (iii) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Utilisation Loan and the Ancillary Lender gives sufficient notice to enable a Utilisation Loan to be made to refinance those Ancillary Outstandings. (d) For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in paragraph (c)(iii) above can be refinanced by a UtilisationLoan: (i) the Available Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and (ii) the Utilisation Loan may (so long as paragraph (c)(i) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of UtilisationsLoans) or paragraph (a)(iia)(iii) of Clause 5.2 (Completion of a Utilisation Request for LoansRequest) applies. (e) On the making of a Utilisation of the Facility Loan to refinance Ancillary Outstandings: (i) each Lender will participate in that Utilisation Loan in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations Loans then outstanding bearing the same proportion to the aggregate amount of the Utilisations Loans then outstanding as its Commitment bears to the Total Commitments; and (ii) the relevant Ancillary Facility shall be cancelled. (f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (a) An Ancillary Facility shall cease to be available under this Agreement on the Termination Date in relation to the Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (b) If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available Commitment shall be increased accordingly)zero. (c) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Outstandings prior to the expiry date of the relevant Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: (i) required to reduce the Gross Outstandings of a Multi-account Overdraft to or towards an amount equal to its Net Outstandings; (ii) the Total Commitments have been cancelled in full, full or all outstanding Utilisations have become due and payable on the Termination Date or as a result of any action taken in accordance with the terms of this Agreement, or the Agent has declared all outstanding Utilisations under the Facility immediately due and payable, or the expiry date of the Ancillary Facility occurs; orClause 24.14 (Acceleration); (iiiii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary FacilityFacility (or it becomes unlawful for any Affiliate of the Ancillary Lender providing the Ancillary Facility to do so); or (iiiiv) both: (A) the Available Commitments; and (B) the notice of the demand given by the Ancillary Lender, would not prevent the Company funding the repayment of those Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced in full by a Utilisation and the Ancillary Lender gives sufficient notice to enable a Utilisation to be made to refinance those Ancillary Outstandingsway of Utilisation. (d) For the purposes of determining whether or not the repaying Ancillary Outstandings under an Ancillary Facility mentioned in sub-paragraph (c)(iiic)(iv) above can be refinanced by above, unless the Agent has declared the Total Commitments have been cancelled in full or all outstanding Utilisations under the Facility have become due and payable, a Utilisation: (i) the Commitment Utilisation of the Ancillary Lender will Facility may be increased by borrowed unless the amount of its Ancillary Commitment; and conditions set out in Clause 4.2 (iiFurther conditions precedent) the Utilisation may (so long as paragraph (c)(i) above does relating to a Rollover Loan have not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations) or paragraph (a)(ii) of Clause 5.2 (Completion of a Utilisation Request for Loans) appliesbeen met. (e) On the making of If a Utilisation of the Facility is made to refinance repay Ancillary Outstandings: (i) each Lender will participate Outstandings in that Utilisation in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations then outstanding bearing the same proportion to the aggregate amount of the Utilisations then outstanding as its Commitment bears to the Total Commitments; and (ii) full, the relevant Ancillary Facility Commitment shall be cancelledreduced to zero. (f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (a) An Ancillary Facility shall cease to be available under this Agreement on the Termination Date in relation applicable to the Revolving Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (b) If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available Commitment shall be increased accordingly)zero. (c) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Outstandings prior to the expiry date of the relevant Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: (i) the Gross Outstandings of a Multi-account Overdraft to or towards an amount equal to its Net Outstandings; (ii) the Total Revolving Facility Commitments have been cancelled in full, full or all outstanding Utilisations under the Revolving Facility have become due and payable in accordance with the terms of this Agreement, or the Agent has declared all outstanding Utilisations under the Facility immediately due and payable, or the expiry date of the Ancillary Facility occurs; or; (iiiii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary FacilityFacility (or it becomes unlawful for any Affiliate of the Ancillary Lender for the Ancillary Lender to do so); or (iiiiv) both: (A) the Available Commitments relating to the Revolving Facility; and (B) the notice of the demand given by the Ancillary Lender, would not prevent the relevant Borrower funding the repayment of those Ancillary Outstandings (if any) under that Ancillary in full by way of Revolving Facility can be refinanced by a Utilisation and the Ancillary Lender gives sufficient notice to enable a Utilisation to be made to refinance those Ancillary OutstandingsUtilisation. (d) For the purposes of determining whether or not the If a Revolving Facility Utilisation is made to repay Ancillary Outstandings under an Ancillary Facility mentioned in paragraph (c)(iii) above can be refinanced by a Utilisation: (i) the Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and (ii) the Utilisation may (so long as paragraph (c)(i) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations) or paragraph (a)(ii) of Clause 5.2 (Completion of a Utilisation Request for Loans) applies. (e) On the making of a Utilisation of the Facility to refinance Ancillary Outstandings: (i) each Lender will participate in that Utilisation in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations then outstanding bearing the same proportion to the aggregate amount of the Utilisations then outstanding as its Commitment bears to the Total Commitments; and (ii) full, the relevant Ancillary Facility Commitment shall be cancelledreduced to zero. (f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (a) An Ancillary Facility shall cease to be available under this Agreement on the Termination Date in relation to the Revolving Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (b) If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available Revolving Facility Commitment shall be increased accordingly). (c) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: (i) the Total Revolving Facility Commitments have been cancelled in full, or all outstanding Utilisations Utilizations under the Revolving Facility have become due and payable in accordance with the terms of this Agreement, or the Administrative Agent has declared all outstanding Utilisations Utilizations under the Revolving Facility immediately due and payable, or the expiry date of the Ancillary Facility occurs; or (ii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or (iii) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Utilisation Revolving Facility Utilization and the Ancillary Lender gives sufficient notice to enable a Utilisation Revolving Facility Utilization to be made to refinance those Ancillary Outstandings. (d) For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in paragraph (c)(iii) above can be refinanced by a UtilisationUtilization of the Revolving Facility: (i) the Revolving Facility Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and (ii) the Utilisation Utilization may (so long as paragraph (c)(i) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 Section 2.29 (Maximum number Number of UtilisationsUtilizations) or paragraph (a)(iia)(iii) of Clause 5.2 Section 2.31 (Completion of a Utilisation Utilization Request for Loans) applies. (e) On the making of a Utilisation Utilization of the Revolving Facility to refinance Ancillary Outstandings: (i) each Lender will participate in that Utilisation Utilization in an amount (as determined by the Administrative Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations Revolving Facility Utilizations then outstanding bearing the same proportion to the aggregate amount of the Utilisations Revolving Facility Utilizations then outstanding as its Revolving Facility Commitment bears to the Total Revolving Facility Commitments; and (ii) the relevant Ancillary Facility shall be cancelled. (f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (a) An Ancillary Facility shall cease to be available under this Agreement on the Termination Date in relation to the Revolving Facility or the relevant Uncommitted Accordion Revolving Facility (as the case may be) or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (b) If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available Revolving Facility Commitment or its relevant Uncommitted Accordion Revolving Facility Commitment (as the case may be) shall be increased accordingly). (c) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: (i) the Total Revolving Facility Commitments or the relevant Total Uncommitted Accordion Revolving Facility Commitments (as the case may be) have been cancelled in full, or all outstanding Utilisations Loans under the Revolving Facility or the relevant Uncommitted Accordion Revolving Facility (as the case may be) have become due and payable in accordance with the terms of this Agreement, or the Agent has declared all outstanding Utilisations Loans under the Revolving Facility or the relevant Uncommitted Accordion Revolving Facility (as the case may be) immediately due and payablepayable in accordance with the terms of this Agreement, or the expiry date of the Ancillary Facility occurs; or; (ii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or (iii) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Utilisation Revolving Facility Loan or an Uncommitted Accordion Revolving Facility Loan (as the case may be) and the Ancillary Lender gives sufficient notice to enable a Utilisation Loan of the Revolving Facility or the relevant Uncommitted Accordion Revolving Facility (as the case may be) to be made to refinance those Ancillary OutstandingsOutstandings in accordance with the terms of this Agreement. Other than demanding repayment or prepayment, as the case may be, no Ancillary Lender may exercise any other right, remedy and/or power in connection with any amount or liability owed to it by any Borrower under any Ancillary Facility. (d) For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in paragraph (c)(iiiclause 7.4(c)(iii) above can be refinanced by a Utilisation:Revolving Loan or an Uncommitted Accordion Revolving Facility Loan (as the case may be): (i) the Revolving Facility Commitment or the relevant Uncommitted Accordion Revolving Facility Commitment (as the case may be) of the Ancillary that Lender will be increased by the amount of its Ancillary Commitment; and (ii) the Utilisation Loan may (so long as paragraph (c)(iclause 7.4(c)(i) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause clause 4.4 (Maximum number of UtilisationsLoans) or paragraph (a)(iiclause 5.2(b) of Clause 5.2 (Completion of a Utilisation Request for LoansRequest) applies. (e) On the making of a Utilisation of Revolving Facility Loan or the relevant Uncommitted Accordion Revolving Facility Loan (as the case may be) to refinance Ancillary Outstandings: (i) each Lender will participate in that Utilisation Loan in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations Revolving Facility Loans or the relevant Uncommitted Accordion Revolving Facility Loans (as the case may be) then outstanding bearing the same proportion to the aggregate amount of the Utilisations Revolving Facility Loans or the relevant Uncommitted Accordion Revolving Facility Loans (as the case may be) then outstanding as its Commitment bears to the Total CommitmentsRevolving Facility Commitments or the Total Uncommitted Accordion Revolving Facility Commitments (as the case may be); and (ii) the relevant Ancillary Facility shall be cancelled. (f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (a) An Ancillary Facility shall cease to be available under this Agreement on the Termination Date in relation applicable to the Revolving Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (b) If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment, Commitment of the relevant Ancillary Lender, Lender shall be reduced to zero (and its Available Commitment shall be increased accordingly)zero. (c) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Outstandings prior to the expiry date of the relevant Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: (i) required to reduce the Permitted Gross Outstandings of a Multi-account Overdraft to or towards an amount equal to its Designated Net Amount; (ii) the Total Revolving Facility Commitments have been cancelled in full, full or all outstanding Utilisations under the Revolving Facility have become due and payable in accordance with the terms of this Agreement, or the Agent has declared all outstanding Utilisations under the Facility immediately due and payable, or the expiry date of the Ancillary Facility occurs; or; (iiiii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary FacilityFacility (or it becomes unlawful for any Affiliate of the Ancillary Lender for the Ancillary Lender to do so); or (iiiiv) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Utilisation and the Ancillary Lender gives sufficient notice to enable a Utilisation to be made to refinance those Ancillary Outstandings. (d) For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in paragraph (c)(iii) above can be refinanced by a Utilisationboth: (iA) the Commitment of Available Commitments relating to the Ancillary Lender will be increased by the amount of its Ancillary CommitmentRevolving Facility; and (iiB) the Utilisation may (so long as paragraph (c)(i) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations) or paragraph (a)(ii) of Clause 5.2 (Completion of a Utilisation Request for Loans) applies. (e) On the making of a Utilisation notice of the Facility to refinance Ancillary Outstandings: (i) each Lender will participate in that Utilisation in an amount (as determined demand given by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations then outstanding bearing the same proportion to the aggregate amount of the Utilisations then outstanding as its Commitment bears to the Total Commitments; and (ii) the relevant Ancillary Facility shall be cancelled. (f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.Lender,

Repayment of Ancillary Facility. (a) 8.4.1 An Ancillary Facility shall cease to be available under this Agreement on the Termination Date in relation to for the WC Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (b) 8.4.2 If an Ancillary Facility expires or is cancelled in accordance with its terms the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available the WC Facility Commitment shall be increased accordingly). (c) 8.4.3 No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: (i) the Total WC Facility Commitments have been cancelled in full, or all outstanding Utilisations under the WC Facility have become due and payable in accordance with the terms of this Agreement, or the Initial ACF Agent has declared all outstanding Utilisations under the WC Facility immediately due and payable, or the expiry date of the Ancillary Facility occurs; or; (ii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or (iii) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Utilisation and the Ancillary Lender gives sufficient notice to enable a Utilisation to be made to refinance those Ancillary Outstandings. (d) For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in paragraph (c)(iii) above can be refinanced by a Utilisationboth: (ia) the Commitment of Available Commitments relating to the Ancillary Lender will be increased by the amount of its Ancillary CommitmentWC Facility; and (iib) the Utilisation may (so long as paragraph (c)(i) above does notice of the demand given by the Ancillary Lender, would not apply) be made irrespective prevent the relevant Borrower funding the repayment of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective Outstandings in full by way of whether Clause 4.4 (Maximum number of Utilisations) or paragraph (a)(ii) of Clause 5.2 (Completion of a Utilisation Request for Loans) appliesWC Facility Loan. (e) On the making of 8.4.4 If a Utilisation of the WC Facility Loan is made to refinance repay Ancillary Outstandings: (i) each Lender will participate Outstandings in that Utilisation in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations then outstanding bearing the same proportion to the aggregate amount of the Utilisations then outstanding as its Commitment bears to the Total Commitments; and (ii) full, the relevant Ancillary Facility Commitment shall be cancelledreduced to zero. (f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (ai) An Ancillary Facility shall cease to be available under this Agreement on the European Revolving Commitment Termination Date in relation to the Facility or such earlier date on which its expiry date expiration occurs or on which it is cancelled in accordance with the terms of this Agreement.Agreement or the applicable Ancillary Facility. NY\6180200.13 (bii) If an Ancillary Facility expires in accordance with its terms terms, the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available such Lender’s European Revolving Commitment shall be increased accordingly). (ciii) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover collateralization for any liabilities made available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: unless (ix) the Total European Revolving Commitments have been cancelled in full, or all outstanding Utilisations European Revolving Loans have become due and payable in accordance with the terms of this Agreement, or the Administrative Agent has declared all outstanding Utilisations under the Facility European Revolving Loans immediately due and payable, or the expiry expiration date of the Ancillary Facility occurs; or (iiy) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or or (iiiz) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Utilisation European Revolving Loan and the Ancillary Lender gives sufficient notice to enable a Utilisation European Revolving Loan to be made to refinance those Ancillary Outstandings. (div) For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in paragraph clause (c)(iiid)(iii)(z) above can be refinanced by a Utilisation: European Revolving Loan, (ix) the European Revolving Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and and (iiy) the Utilisation European Revolving Loan may (so long as paragraph clause (c)(id)(iii)(x) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations) the European Borrower or paragraph (a)(ii) of Clause 5.2 (Completion of the Borrower Representative shall have delivered a Utilisation Request for Loans) appliesBorrowing Notice. (ev) On the making of a Utilisation of the Facility European Revolving Loan to refinance Ancillary Outstandings: , (ix) each Lender will participate in that Utilisation such European Revolving Loan on a pro rata basis in an amount accordance with its respective European Revolving Commitment (as determined by the Administrative Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations then outstanding bearing the same proportion to the aggregate amount of the Utilisations then outstanding as its Commitment bears to the Total Commitments); and and (iiy) the relevant Ancillary Facility shall be cancelled. (fvi) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (a) An Ancillary Facility shall cease to be available under this Agreement on the Termination Date in relation to the Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (b) If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available Commitment shall be increased accordingly). (c) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: (i) the Total Commitments have been cancelled in full, or all outstanding Utilisations Loans under the Facility have become due and payable in accordance with the terms of this Agreement, or the Agent has declared all outstanding Utilisations under the Facility Loans immediately due and payablepayable in accordance with the terms of this Agreement, or the expiry date of the Ancillary Facility occurs; or; (ii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or (iii) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Utilisation Loan and the Ancillary Lender gives sufficient notice to enable a Utilisation Loan of the Facility to be made to refinance those Ancillary OutstandingsOutstandings in accordance with the terms of this Agreement. Other than demanding repayment or prepayment, as the case may be, no Ancillary Lender may exercise any other right, remedy and/or power in connection with any amount or liability owed to it by any Borrower under any Ancillary Facility. (d) For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in paragraph (c)(iiiclause 7.4(c)(iii) above can be refinanced by a UtilisationLoan: (i) the Commitment of the Ancillary that Lender will be increased by the amount of its Ancillary Commitment; and (ii) the Utilisation Loan may (so long as paragraph (c)(iclause 7.4(c)(i) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause clause 4.4 (Maximum number of UtilisationsLoans) or paragraph (a)(iiclause 5.2(b) of Clause 5.2 (Completion of a Utilisation Request for LoansRequest) applies. (e) On the making of a Utilisation of the Facility Loan to refinance Ancillary Outstandings: (i) each Lender will participate in that Utilisation Loan in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations Loans then outstanding bearing the same proportion to the aggregate amount of the Utilisations Loans then outstanding as its Commitment bears to the Total Commitments; and (ii) the relevant Ancillary Facility shall be cancelled. (f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (a) An Ancillary Facility shall cease to be available under this Agreement on the Termination Date in relation applicable to the Revolving Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (b) If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available (or its Affiliates') Revolving Facility Commitment shall be increased accordingly). (c) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Outstandings prior to the expiry date of the relevant Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: (i) required to reduce the Gross Outstandings of a Multi-account Overdraft to or towards an amount equal to its Net Outstandings; (ii) the Total Revolving Facility Commitments have been cancelled in full, or all outstanding Utilisations under the Revolving Facility have become due and payable in accordance with the terms of this Agreement, or the Agent has declared all outstanding Utilisations under the Facility immediately due and payable, or the expiry date of the Ancillary Facility occurs; or; (iiiii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or (iiiiv) both: (A) the Available Commitments relating to the Revolving Facility; and (B) the notice of the demand given by the Ancillary Lender, would not prevent the relevant Borrower funding the repayment of those Ancillary Outstandings (if any) under that Ancillary in full by way of a Revolving Facility can be refinanced by a Utilisation and the Ancillary Lender gives sufficient notice to enable a Utilisation to be made to refinance those Ancillary OutstandingsLoan. (d) For the purposes of determining whether or not the If a Revolving Facility Loan is made to repay Ancillary Outstandings under an in full or in part, the relevant Ancillary Facility mentioned in paragraph (c)(iii) above can Commitment shall be refinanced by a Utilisation: (i) the Commitment of the Ancillary Lender will be increased reduced by the corresponding amount of its Ancillary Commitment; and (ii) so repaid from the Utilisation may (so long as paragraph (c)(i) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations) or paragraph (a)(ii) of Clause 5.2 (Completion of a Utilisation Request for Loans) appliesrelevant Revolving Facility Loan. (e) On the making of a Utilisation of the Facility to refinance Ancillary Outstandings: (i) each Lender will participate in that Utilisation in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations then outstanding bearing the same proportion to the aggregate amount of the Utilisations then outstanding as its Commitment bears to the Total Commitments; and (ii) the relevant Ancillary Facility shall be cancelled. (f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the UK Financial Services Conduct Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (a) An Ancillary Facility shall cease to be available under this Agreement on the Termination Date in relation to the Facility B or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (b) If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available Facility B Commitment shall be increased accordingly). (c) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: (i) the Total Facility B Commitments have been cancelled in full, or all outstanding Utilisations Loans under Facility B have become due and payable in accordance with the terms of this Agreement, or the Agent has declared all outstanding Utilisations Loans under the Facility B immediately due and payable, or the expiry date of the Ancillary Facility occurs; or (ii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or (iii) the Ancillary Outstandings (if any) under that the Ancillary Facility can be refinanced by a Utilisation Facility B Loan and the Ancillary Lender gives sufficient notice to enable a Utilisation Facility B Loan to be made to refinance those Ancillary Outstandings. (d) For the purposes of determining whether or not the Ancillary Outstandings under an the Ancillary Facility mentioned in paragraph (c)(iii) above can be refinanced by a UtilisationUtilisation of Facility B: (i) the Facility B Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and (ii) the Utilisation may (so long as paragraph (c)(i) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of UtilisationsLoans) or paragraph (a)(iia)(iii) of Clause 5.2 (Completion of a Utilisation Request for LoansRequest) applies.. Table of Contents (e) On the making of a Utilisation of the Facility B to refinance Ancillary Outstandings: (i) each Lender will participate in that Utilisation in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations Facility B Loans then outstanding bearing the same proportion to the aggregate amount of the Utilisations Facility B Loans then outstanding as its Facility B Commitment bears to the Total Facility B Commitments; and (ii) the relevant Ancillary Facility shall be cancelled. (f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (ai) An Ancillary Facility shall cease to be available under this Agreement on the Termination Maturity Date in relation to for the Revolving Facility under which it was established or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (bii) If and to the extent that an Ancillary Facility expires expires, or is cancelled (in whole or in part), other than on the Maturity Date for the Revolving Facility under which it was established, in accordance with its terms or is otherwise cancelled in accordance with this Agreement, the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced reduced, and the Revolving Credit Commitment of the relevant Lender will immediately be increased, accordingly by an amount equal to zero the amount of the Ancillary Commitment of that Ancillary Facility (and its Available Commitment shall be increased accordinglyor, if less, that part of it which has expired or been cancelled). (ciii) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings outstanding down to the net limit) unless: prior to its expiry date unless (iA) the Total Revolving Credit Commitments have been cancelled in full, or all outstanding Utilisations Borrowings under the Revolving Facility have become due and payable in accordance with the terms of this Agreement, or the Administrative Agent has declared all outstanding Utilisations Borrowings under the Revolving Facility immediately due and payable, or the expiry date of the Ancillary Facility occurs; or or (iiB) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or or (iiiC) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Utilisation Revolving Credit Borrowing and the Ancillary Lender gives sufficient notice to enable a Revolving Facility Utilisation to be made to refinance those Ancillary Outstandings. (div) For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in paragraph clause (c)(iiiiii)(C) above can be refinanced by a Utilisation: Borrowing of the Revolving Facility, (iA) the Revolving Credit Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and and (iiB) the Utilisation Borrowing may (so long as paragraph clause (c)(iiii)(A) above does not apply) be made irrespective of whether a Default has occurred and is continuing is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations) or paragraph (a)(ii) of Clause 5.2 (Completion of a Utilisation Request for Loans) applies). (ev) On the making of a Utilisation Borrowing of the Revolving Facility to refinance all or part of any Ancillary Outstandings: , (iA) each Lender will participate in that Utilisation Borrowing in an amount (as determined by the Administrative Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations Revolving Credit Borrowings then outstanding bearing the same proportion to the aggregate amount of the Utilisations Revolving Credit Borrowings then outstanding as its Revolving Credit Commitment bears to the Total Commitments; and and (iiB) the relevant Ancillary Facility shall be cancelledcancelled to the extent of such refinancing. (fvi) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (ai) An Ancillary Facility shall cease to be available under this Agreement on the Foreign Revolving Commitment Termination Date in relation to the Facility or such earlier date on which its expiry date expiration occurs or on which it is cancelled in accordance with the terms of this AgreementAgreement or the applicable Ancillary Facility. (bii) If an Ancillary Facility expires in accordance with its terms terms, the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available such Lender’s Foreign Revolving Commitment shall be increased accordingly). (ciii) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover collateralization for any liabilities made available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: unless (ix) the Total Foreign Revolving Commitments have been cancelled in full, or all outstanding Utilisations Foreign Revolving Loans have become due and payable in accordance with the terms of this Agreement, or the Administrative Agent has declared all outstanding Utilisations under the Facility Foreign Revolving Loans immediately due and payable, or the expiry expiration date of the Ancillary Facility occurs; or (iiy) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or or (iiiz) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Utilisation Foreign Revolving Loan and the Ancillary Lender gives sufficient notice to enable a Utilisation Foreign Revolving Loan to be made to refinance those Ancillary Outstandings. (div) For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in paragraph clause (c)(iiic)(iii)(z) above can be refinanced by a Utilisation: Foreign Revolving Loan, (ix) the Foreign Revolving Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and and (iiy) the Utilisation Foreign Revolving Loan may (so long as paragraph clause (c)(ic)(iii)(x) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations) the applicable Foreign Borrower or paragraph (a)(ii) of Clause 5.2 (Completion of the Borrower Representative shall have delivered a Utilisation Request for Loans) appliesBorrowing Notice. (ev) On the making of a Utilisation of the Facility Foreign Revolving Loan to refinance Ancillary Outstandings: , (ix) each Lender will participate in that Utilisation such Foreign Revolving Loan on a pro rata basis in an amount accordance with its respective Foreign Revolving Commitment (as | || determined by the Administrative Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations then outstanding bearing the same proportion to the aggregate amount of the Utilisations then outstanding as its Commitment bears to the Total Commitments); and and (iiy) the relevant Ancillary Facility shall be cancelled. (fvi) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (a) An Ancillary Facility shall cease to be available under this Agreement on the Termination Date in relation to the Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (b) If an Ancillary Facility expires in accordance with its terms terms, the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available Commitment shall be increased accordingly), and the Ancillary Lender shall promptly notify the Agent thereof. (c) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Outstandings prior to the expiry date of the relevant Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: (i) the Total Commitments have been cancelled in full, or all outstanding Utilisations have become due and payable in accordance with the terms of this Agreement, or the Agent has declared all outstanding Utilisations under the Facility immediately due and payable, or the expiry date of the Ancillary Facility occurs; or (ii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or (iii) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Utilisation under the Facility and the Ancillary Lender gives sufficient notice to enable a Utilisation of the Facility to be made to refinance those Ancillary Outstandings. (d) For the purposes of determining whether or not the If a Utilisation is made to repay Ancillary Outstandings under an Ancillary Facility mentioned in paragraph (c)(iii) above can be refinanced by a Utilisation: (i) the Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and (ii) the Utilisation may (so long as paragraph (c)(i) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations) or paragraph (a)(ii) of Clause 5.2 (Completion of a Utilisation Request for Loans) applies. (e) On the making of a Utilisation of the Facility to refinance Ancillary Outstandings: (i) each Lender will participate in that Utilisation in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations then outstanding bearing the same proportion to the aggregate amount of the Utilisations then outstanding as its Commitment bears to the Total Commitments; and (ii) full, the relevant Ancillary Facility Commitments shall be cancelledreduced to zero. (f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (a) An Ancillary Facility shall cease to be available under this Agreement on the Termination Date in relation applicable to the Revolving Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreementagreement. (b) If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available Commitment shall be increased accordingly)zero. (c) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Outstandings prior to the expiry date of the relevant Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: (i) required to reduce the Gross Outstandings of a Multi-account Overdraft to or towards an amount equal to its Net Outstandings; (ii) the Total Revolving Facility Commitments have been cancelled in full, full or all outstanding Utilisations Loans under the Revolving Facility have become due and payable in accordance with the terms of this Agreement, or the Agent has declared all outstanding Utilisations under the Facility immediately due and payable, or the expiry date of the Ancillary Facility occurs; oragreement; (iiiii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement agreement or to fund, issue or maintain its participation in its Ancillary FacilityFacility (or it becomes unlawful for any Affiliate of the Ancillary Lender for the Ancillary Lender to do so); or (iiiiv) both: (A) the Available Commitments relating to the Revolving Facility; and (B) the notice of the demand given by the Ancillary Lender, would not prevent the relevant Borrower funding the repayment of those Ancillary Outstandings (if any) under that Ancillary in full by way of Revolving Facility can be refinanced by a Utilisation and the Ancillary Lender gives sufficient notice to enable a Utilisation to be made to refinance those Ancillary OutstandingsLoan. (d) For the purposes of determining whether or not the If a Revolving Facility Loan is made to repay Ancillary Outstandings under an Ancillary Facility mentioned in paragraph (c)(iii) above can be refinanced by a Utilisation: (i) the Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and (ii) the Utilisation may (so long as paragraph (c)(i) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations) or paragraph (a)(ii) of Clause 5.2 (Completion of a Utilisation Request for Loans) applies. (e) On the making of a Utilisation of the Facility to refinance Ancillary Outstandings: (i) each Lender will participate in that Utilisation in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations then outstanding bearing the same proportion to the aggregate amount of the Utilisations then outstanding as its Commitment bears to the Total Commitments; and (ii) full, the relevant Ancillary Facility Commitment shall be cancelledreduced to zero. (f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (a) An Ancillary Facility shall cease to be available under this Agreement on the Termination Date in relation to the Revolving Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (b) If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available Revolving Facility Commitment shall be increased accordingly). (c) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: (i) the Total Revolving Facility Commitments have been cancelled in full, or all outstanding Utilisations Loans under the Revolving Facility have become due and payable in accordance with the terms of this Agreement, or the Agent has declared all outstanding Utilisations Loans under the Revolving Facility immediately due and payablepayable in accordance with the terms of this Agreement, or the expiry date of the Ancillary Facility occurs; or; (ii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or (iii) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Utilisation Revolving Facility Loan and the Ancillary Lender gives sufficient notice to enable a Utilisation Loan of the Revolving Facility to be made to refinance those Ancillary OutstandingsOutstandings in accordance with the terms of this Agreement. Other than demanding repayment, prepayment or cash cover, as the case may be, no Ancillary Lender may exercise any other right, remedy and/or power in connection with any amount or liability owed to it by any Borrower under any Ancillary Facility. (d) For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in paragraph (c)(iiiclause 7.4(c)(iii) above can be refinanced by a UtilisationLoan of the Revolving Facility: (i) the Revolving Facility Commitment of the Ancillary that Lender will be increased by the amount of its Ancillary Commitment; and (ii) the Utilisation Loan may (so long as paragraph (c)(iclause 7.4(c)(i) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause clause 4.4 (Maximum number of UtilisationsLoans) or paragraph (a)(iiclause 5.2(b) of Clause 5.2 (Completion of a Utilisation Request for LoansRequest) applies. (e) On the making of a Utilisation Loan of the Revolving Facility to refinance Ancillary Outstandings: (i) each Lender will participate in that Utilisation Loan in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations Revolving Facility Loans then outstanding bearing the same proportion to the aggregate amount of the Utilisations Revolving Facility Loans then outstanding as its Revolving Facility Commitment bears to the Total Revolving Facility Commitments; and (ii) the relevant Ancillary Facility shall be cancelled. (f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (ai) An Ancillary Facility shall cease to be available under this Agreement on the applicable Revolving Commitment Termination Date in relation to the Facility or such earlier date on which its expiry date expiration occurs or on which it is cancelled in accordance with the terms of this Agreement. (bii) If an Ancillary Facility expires in accordance with its terms terms, the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available such Lender’s applicable Revolving Commitment shall be increased accordingly). (ciii) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover collateralization for any liabilities made available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: unless (iA) the Total applicable Revolving Commitments have been cancelled in full, or all outstanding Utilisations applicable Revolving Loans have become due and payable in accordance with the terms of this Agreement, or the Administrative Agent has declared all outstanding Utilisations under the Facility applicable Revolving Loans immediately due and payable, or the expiry expiration date of the Ancillary Facility occurs; or (iiB) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or or (iiiC) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Utilisation an applicable Revolving Loan and the Ancillary Lender gives sufficient notice to enable a Utilisation an applicable Revolving Loan to be made to refinance those Ancillary Outstandings. (div) For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in paragraph clause (c)(iiic)(iii)(C) above can be refinanced by a Utilisation: an applicable Revolving Loan, (iA) the applicable Revolving Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and and (iiB) the Utilisation applicable Revolving Loan may (so long as paragraph clause (c)(ic)(iii)(A) above does not apply) be made irrespective of whether a Default or Event of Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations) or paragraph (a)(ii) of Clause 5.2 (Completion of the applicable Borrower shall have delivered a Utilisation Request for Loans) appliesBorrowing Notice. (ev) On the making of a Utilisation of the Facility Revolving Loan to refinance Ancillary Outstandings: , (iA) each Lender will participate in that Utilisation such Revolving Loan on a pro rata basis in an amount accordance with its respective applicable Revolving Commitment (as determined by the Administrative Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations then outstanding bearing the same proportion to the aggregate amount of the Utilisations then outstanding as its Commitment bears to the Total Commitments); and and (iiB) the relevant Ancillary Facility shall be cancelled. (fvi) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (a) An Ancillary Facility provided under the Revolving Facility shall cease to be available under this Agreement on the Termination Date in relation to the Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this AgreementAgreement or the Ancillary Document. (b) If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available Commitment shall be increased accordingly)zero. (c) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Outstandings prior to the expiry date of the relevant Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: (i) required to reduce the Total Permitted Gross Outstandings of a Multi-account Overdraft to or towards an amount equal to its Designated Net Amount; (ii) the Revolving Facility Commitments have been cancelled in full, or all outstanding Utilisations Loans under the Revolving Facility have become due and payable in accordance with the terms of this Agreement, or the Agent has declared all outstanding Utilisations under the Facility immediately due and payable, or the expiry date of the Ancillary Facility occurs; or (iiiii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or (iiiiv) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Utilisation and the Ancillary Lender gives sufficient notice to enable a Utilisation to be made to refinance those Ancillary Outstandings. (d) For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in paragraph (c)(iii) above can be refinanced by a Utilisationboth: (i1) the Commitment of Available Commitments relating to the Ancillary Lender will be increased by the amount of its Ancillary CommitmentRevolving Facility; and (ii2) the Utilisation may (so long as paragraph (c)(i) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations) or paragraph (a)(ii) of Clause 5.2 (Completion of a Utilisation Request for Loans) applies. (e) On the making of a Utilisation notice of the Facility to refinance Ancillary Outstandings: (i) each Lender will participate in that Utilisation in an amount (as determined demand given by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations then outstanding bearing the same proportion to the aggregate amount of the Utilisations then outstanding as its Commitment bears to the Total Commitments; and (ii) the relevant Ancillary Facility shall be cancelled. (f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.Lender,

Repayment of Ancillary Facility. (a) An Ancillary Facility shall cease to be available under this Agreement on the Termination Date in relation to the Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (b) If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available Commitment shall be increased accordingly). (c) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: (i) the Total Commitments have been cancelled in full, or all outstanding Utilisations have become due and payable in accordance with the terms of this Agreement, or the Agent has declared all outstanding Utilisations under the Facility immediately due and payable, or the expiry date of the Ancillary Facility occurs; or (ii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or (iii) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Utilisation and the Ancillary Lender gives sufficient notice to the Company and the Agent to enable a Utilisation to be made to refinance those Ancillary Outstandings. (d) For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in paragraph (c)(iii) above can be refinanced by a Utilisation: (i) the Commitment of the Ancillary Lender under the relevant Facility will be increased by the amount of its Ancillary Commitment; and (ii) the Utilisation may (so long as paragraph (c)(i) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations) or paragraph (a)(iia)(iv) of Clause 5.2 (Completion of a Utilisation Request for Loans) applies. (e) On the making of a Utilisation of the Facility to refinance Ancillary Outstandings: (i) each Lender will participate in that Utilisation in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations then outstanding under the relevant Facility bearing the same proportion to the aggregate amount of the Utilisations then outstanding under the relevant Facility as its Commitment bears to the Total Commitments; total Commitments under the relevant Facility: and (ii) the relevant Ancillary Facility shall be cancelled. (f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (a) An Ancillary Facility shall cease to be available under this Agreement on the Termination Date in relation to the Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement.. APJ/MSXM/076001.00588/80174749.8Page 34 (b) If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available Commitment shall be increased accordingly)zero. (c) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Outstandings prior to the expiry date of the relevant Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: (i) required to reduce the Gross Outstandings of a Multi-account Overdraft to or towards an amount equal to its Net Outstandings; (ii) the Total Commitments have been cancelled in full, or all outstanding Utilisations Loans have become due and payable in accordance with the terms of this Agreement, or the Agent has declared all outstanding Utilisations under the Facility immediately due and payable, or the expiry date of the Ancillary Facility occurs; or; (iiiii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary FacilityFacility (or it becomes unlawful for any Affiliate of the Ancillary Lender for the Ancillary Lender to do so); or (iiiiv) both (A) the Ancillary Outstandings Available Commitments; and (if anyB) under that Ancillary Facility can be refinanced the notice of the demand given by a Utilisation and the Ancillary Lender gives sufficient notice to enable a Utilisation to be made to refinance would not prevent the Borrower funding the repayment of those Ancillary OutstandingsOutstandings in full by way of Loan. (d) For the purposes of determining whether or not the If a Loan is made to repay Ancillary Outstandings under an Ancillary Facility mentioned in paragraph (c)(iii) above can be refinanced by a Utilisation: (i) the Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and (ii) the Utilisation may (so long as paragraph (c)(i) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations) or paragraph (a)(ii) of Clause 5.2 (Completion of a Utilisation Request for Loans) applies. (e) On the making of a Utilisation of the Facility to refinance Ancillary Outstandings: (i) each Lender will participate in that Utilisation in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations then outstanding bearing the same proportion to the aggregate amount of the Utilisations then outstanding as its Commitment bears to the Total Commitments; and (ii) full, the relevant Ancillary Facility Commitment shall be cancelledreduced to zero. (f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (a) An Ancillary Facility shall cease to be available under this Agreement on the Termination Date in relation applicable to the Original Revolving Facility or relevant Additional Revolving Facility or relevant Refinancing Revolving Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (b) If an Ancillary Facility expires or is cancelled (in whole or part) in accordance with its terms terms, the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available Commitment shall be increased accordingly)zero. (c) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) prior to its expiry date unless: (i) the Total Revolving Facilities Commitments have been cancelled in full, or all outstanding Utilisations under the Original Revolving Facility, any Additional Revolving Facility and any Refinancing Revolving Facility have become due and payable in accordance with the terms of this Agreement, or the Agent has declared all outstanding Utilisations under the Original Revolving Facility, any Additional Revolving Facility and any Refinancing Revolving Facility immediately due and payable, or the expiry date of the Ancillary Facility occurs; or (ii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary FacilityFacility or it becomes unlawful for any Affiliate of the Ancillary Lender to do so; or (iii) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Utilisation under the Original Revolving Facility or the relevant Additional Revolving Facility or the relevant Refinancing Revolving Facility (in each case, to which that Ancillary Facility relates) and the Ancillary Lender gives sufficient notice to enable a such Utilisation to be made to refinance those Ancillary Outstandings. (d) For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in paragraph (c)(iii) above can be refinanced by a Utilisation:Utilisation under the Original Revolving Facility or Additional Revolving Facility or Refinancing Revolving Facility (as applicable): (i) the Commitment of the Ancillary Lender in respect of the relevant Facility will be increased by the amount of its Ancillary Commitment; and (ii) the Utilisation may (so long as paragraph (c)(i) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations) or paragraph (a)(iia)(iii) of Clause 5.2 (Completion of a Utilisation Request for Loans) applies. (e) On the making of a Utilisation of under the Original Revolving Facility or the relevant Additional Revolving Facility or the relevant Refinancing Revolving Facility to replace or refinance partially or in full Ancillary Outstandings:Outstandings (as applicable): (i) each Lender under the Original Revolving Facility or the relevant Additional Revolving Facility or the relevant Refinancing Revolving Facility (as applicable) will participate in that Utilisation in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations Original Revolving Facility Loans or Additional Revolving Facility Loans or Refinancing Revolving Facility Loans (as applicable) then outstanding bearing the same proportion to the aggregate amount of the Utilisations under the Original Revolving Facility or the relevant Additional Revolving Facility or the relevant Refinancing Revolving Facility then outstanding as its Revolving Facility Commitment bears to the Total CommitmentsOriginal Revolving Facility Commitments or its Additional Revolving Facility Commitments bears to the total Commitments in respect of the relevant Additional Revolving Facility or its Refinancing Revolving Facility Commitments bears to the total Commitments in respect of the relevant Refinancing Revolving Facility (as applicable); and (ii) the relevant Ancillary Facility shall be cancelled. (f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures cancelled to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposesextent of such refinancing.

Repayment of Ancillary Facility. (a) An Ancillary Facility shall cease to be available under this Agreement on the Termination Date in relation applicable to the Revolving Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (b) If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available Commitment shall be increased accordingly)zero. (c) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Outstandings prior to the expiry date of the relevant Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: (i) required to reduce the Gross Outstandings of a Multi-account Overdraft to or towards an amount equal to its Net Outstandings; (ii) the Total Revolving Facility Commitments have been cancelled in full, full or all outstanding Utilisations Loans under the Revolving Facility have become due and payable in accordance with the terms of this Agreement, or the Agent has declared all outstanding Utilisations under the Facility immediately due and payable, or the expiry date of the Ancillary Facility occurs; or; (iiiii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary FacilityFacility (or it becomes unlawful for any Affiliate of the Ancillary Lender for the Ancillary Lender to do so); or (iiiiv) both: (A) the Available Commitments relating to the Revolving Facility; and (B) the notice of the demand given by the Ancillary Lender, would not prevent the relevant Borrower funding the repayment of those Ancillary Outstandings (if any) under that Ancillary in full by way of Revolving Facility can be refinanced by a Utilisation and the Ancillary Lender gives sufficient notice to enable a Utilisation to be made to refinance those Ancillary OutstandingsLoan. (d) For the purposes of determining whether or not the If a Revolving Facility Loan is made to repay Ancillary Outstandings under an Ancillary Facility mentioned in paragraph (c)(iii) above can be refinanced by a Utilisation: (i) the Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and (ii) the Utilisation may (so long as paragraph (c)(i) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations) or paragraph (a)(ii) of Clause 5.2 (Completion of a Utilisation Request for Loans) applies. (e) On the making of a Utilisation of the Facility to refinance Ancillary Outstandings: (i) each Lender will participate in that Utilisation in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations then outstanding bearing the same proportion to the aggregate amount of the Utilisations then outstanding as its Commitment bears to the Total Commitments; and (ii) full, the relevant Ancillary Facility Commitment shall be cancelledreduced to zero. (f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (a) An Ancillary Facility provided under: (i) the Uncommitted Facility shall cease to be available under this Agreement on the Uncommitted Facility Termination Date in relation to the Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this AgreementAgreement or the relevant Ancillary Document (for the avoidance of doubt each Ancillary Lender shall be entitled to terminate its Ancillary Facility provided under the Uncommitted Facility on a daily basis (dagelijks opzegbaar)); and (ii) the Revolving Facility shall cease to be available on the Termination Date or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement or the relevant Ancillary Document. (b) If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment, Participation or Ancillary Commitment (as applicable) of the Ancillary Lender, Lender shall be reduced to zero (and its Available Commitment shall be increased accordingly)zero. (c) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Outstandings prior to the expiry date of the relevant Ancillary Facility (except where other than, in respect of the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limitUncommitted Facility, in accordance with Clause 4.3 (Uncommitted Facility)) unless: (i) required to reduce the Total Commitments Permitted Gross Outstandings of a Multi-account Overdraft to or towards an amount equal to its Designated Net Amount; (ii) in the case of an Ancillary Facility provided under: (A) the Uncommitted Facility, the Uncommitted Facility Participations have been cancelled in full, or all outstanding Utilisations Loans under the Uncommitted Facility have become due and payable in accordance with the terms of this Agreement; and (B) the Revolving Facility, the Revolving Facility Commitments have been cancelled in full, or the Agent has declared all outstanding Utilisations Loans under the Revolving Facility immediately have become due and payable, or payable in accordance with the expiry date terms of the Ancillary Facility occursthis Agreement; or (iiiii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or (iiiiv) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Utilisation and the Ancillary Lender gives sufficient notice to enable a Utilisation to be made to refinance those Ancillary Outstandings.both: (dA) For in the purposes case of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in paragraph (c)(iii) above can be refinanced by a Utilisationprovided under the Revolving Facility: (i1) the Commitment of Available Commitments relating to the Ancillary Lender will be increased by the amount of its Ancillary CommitmentRevolving Facility; and (ii2) the Utilisation may (so long as paragraph (c)(i) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations) or paragraph (a)(ii) of Clause 5.2 (Completion of a Utilisation Request for Loans) applies. (e) On the making of a Utilisation notice of the Facility to refinance Ancillary Outstandings: (i) each Lender will participate in that Utilisation in an amount (as determined demand given by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations then outstanding bearing the same proportion to the aggregate amount of the Utilisations then outstanding as its Commitment bears to the Total Commitments; and (ii) the relevant Ancillary Facility shall be cancelled. (f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.Lender,

Repayment of Ancillary Facility. (a) An Ancillary Facility shall cease to be available under this Agreement on the Termination Date in relation applicable to the Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (b) If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available Commitment shall be increased accordingly)zero. (c) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Outstandings prior to the expiry date of the relevant Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: : (i) the Gross Outstandings of a Multi-account Overdraft to or towards an amount equal to its Net Outstandings; (ii) the Total Commitments have been cancelled in full, full or all outstanding Utilisations under the Facility have become due and payable in accordance with the terms of this Agreement, or the Agent has declared all outstanding Utilisations under the Facility immediately due and payable, or the expiry date of the Ancillary Facility occurs; or (iiiii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or Facility (iii) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Utilisation and or it becomes unlawful for any Affiliate of the Ancillary Lender gives sufficient for the Ancillary Lender to do so); or (iv) both: (A) the Available Commitments relating to the Facility; and (B) the notice to enable a Utilisation to be made to refinance of the demand given by the Ancillary Lender, would not prevent the relevant Borrower funding the repayment of those Ancillary OutstandingsOutstandings in full by way of Utilisation. (d) For the purposes of determining whether or not the If a Utilisation is made to repay Ancillary Outstandings under an Ancillary Facility mentioned in paragraph (c)(iii) above can be refinanced by a Utilisation: (i) the Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and (ii) the Utilisation may (so long as paragraph (c)(i) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations) or paragraph (a)(ii) of Clause 5.2 (Completion of a Utilisation Request for Loans) applies. (e) On the making of a Utilisation of the Facility to refinance Ancillary Outstandings: (i) each Lender will participate in that Utilisation in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations then outstanding bearing the same proportion to the aggregate amount of the Utilisations then outstanding as its Commitment bears to the Total Commitments; and (ii) full, the relevant Ancillary Facility Commitment shall be cancelledreduced to zero. (f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (ai) An Ancillary Facility shall cease to be available under this Agreement on the European Revolving Commitment Termination Date in relation to the Facility or such earlier date on which its expiry date expiration occurs or on which it is cancelled in accordance with the terms of this AgreementAgreement or the applicable Ancillary Facility. (bii) If an Ancillary Facility expires in accordance with its terms terms, the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available such Lender’s European Revolving Commitment shall be increased accordingly). (ciii) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover collateralization for any liabilities made available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: unless (ix) the Total European Revolving Commitments have been cancelled in full, or all outstanding Utilisations European Revolving Loans have become due and payable in accordance with the terms of this Agreement, or the Administrative Agent has declared all outstanding Utilisations under the Facility European Revolving Loans immediately due and payable, or the expiry expiration date of the Ancillary Facility occurs; or (iiy) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or or (iiiz) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Utilisation European Revolving Loan and the Ancillary Lender gives sufficient notice to enable a Utilisation European Revolving Loan to be made to refinance those Ancillary Outstandings. (div) For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in paragraph clause (c)(iiid)(iii)(z) above can be refinanced by a Utilisation: European Revolving Loan, (ix) the European Revolving Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and and (iiy) the Utilisation European Revolving Loan may (so long as paragraph clause (c)(id)(iii)(x) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations) the European Borrower or paragraph (a)(ii) of Clause 5.2 (Completion of the Borrower Representative shall have delivered a Utilisation Request for Loans) appliesBorrowing Notice. (ev) On the making of a Utilisation of the Facility European Revolving Loan to refinance Ancillary Outstandings: , (ix) each Lender will participate in that Utilisation such European Revolving Loan on a pro rata basis in an amount accordance with its respective European Revolving Commitment (as determined by the Administrative Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations then outstanding bearing the same proportion to the aggregate amount of the Utilisations then outstanding as its Commitment bears to the Total Commitments); and and (iiy) the relevant Ancillary Facility shall be cancelled. (fvi) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (a) An Ancillary Facility shall cease to be available under this Agreement on the Termination Date in relation to the Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this AgreementAgreement unless otherwise agreed in writing with the relevant Ancillary Lender pursuant to Clause 9.10 (Continuation of Ancillary Facilities). (b) If an Ancillary Facility expires or is cancelled (in whole or in part) in accordance with its terms or by agreement between the parties thereto, the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero accordingly (and its Available Commitment shall be increased accordingly). (c) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: (i) the Total Commitments have been cancelled in full, or all outstanding Utilisations have become due and payable in accordance with the terms of this Agreement, or the Agent has declared all outstanding Utilisations under the Facility immediately due and payable, or the expiry date of the Ancillary Facility occurs; or (ii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or (iii) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Utilisation under the Revolving Facility and the Ancillary Lender gives sufficient notice to enable a Utilisation to be made to refinance those Ancillary Outstandings. (d) For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in paragraph (c)(iiiii) above can be refinanced by a Utilisation: (i) the Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and (ii) the Utilisation may (so long as paragraph (c)(ii) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations) or paragraph (a)(ii) of Clause 5.2 (Completion of a Utilisation Request for Loans) applies. (e) On the making of a Utilisation of the Facility to refinance Ancillary Outstandings: (i) each Lender will participate in that Utilisation in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations then outstanding bearing the same proportion to the aggregate amount of the Utilisations then outstanding as its Commitment bears to the Total Commitments; and (ii) the relevant Ancillary Facility shall be cancelledcancelled to the extent of such refinancing. (f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (a) An Ancillary Facility shall cease to be available under this Agreement on the Termination Date in relation applicable to the General Revolving Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (b) If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available Commitment shall be increased accordingly)zero. (c) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Outstandings prior to the expiry date of the relevant Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: (i) required to reduce the Gross Outstandings of a Multi-account Overdraft to or towards an amount equal to its Net Outstandings; (ii) the Total General Revolving Facility Commitments have been cancelled in full, full or all outstanding Utilisations under the General Revolving Facility have become due and payable in accordance with the terms of this Agreement, or the Agent has declared all outstanding Utilisations under the Facility immediately due and payable, or the expiry date of the Ancillary Facility occurs; or; (iiiii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or (iiiiv) both: (A) the Available Commitments relating to the General Revolving Facility; and (B) the notice of the demand given by the Ancillary Lender, would not prevent the relevant Borrower funding the repayment of those Ancillary Outstandings (if any) under that Ancillary in full by way of General Revolving Facility can be refinanced by a Utilisation and the Ancillary Lender gives sufficient notice to enable a Utilisation to be made to refinance those Ancillary OutstandingsLoan. (d) For the purposes of determining whether or not the If a General Revolving Facility Loan is made to repay Ancillary Outstandings under an Ancillary Facility mentioned in paragraph (c)(iii) above can be refinanced by a Utilisation: (i) the Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and (ii) the Utilisation may (so long as paragraph (c)(i) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations) or paragraph (a)(ii) of Clause 5.2 (Completion of a Utilisation Request for Loans) applies. (e) On the making of a Utilisation of the Facility to refinance Ancillary Outstandings: (i) each Lender will participate in that Utilisation in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations then outstanding bearing the same proportion to the aggregate amount of the Utilisations then outstanding as its Commitment bears to the Total Commitments; and (ii) full, the relevant Ancillary Facility Commitment shall be cancelledreduced to zero. (f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (a) 7.4.1 An Ancillary Facility shall cease to be available under this Agreement on the Termination Date in relation to the Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (b) 7.4.2 If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available Commitment shall be increased accordingly). (c) 7.4.3 No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless:unless:- (i) the Total Commitments have been cancelled in full, or all outstanding Utilisations under the Facility have become due and payable in accordance with the terms of this Agreement, or the Agent has declared all outstanding Utilisations under the Facility immediately due and payable, or the expiry date of the Ancillary Facility occurs; or (ii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or (iii) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Utilisation and the Ancillary Lender gives sufficient notice to enable a Utilisation to be made to refinance those Ancillary Outstandings. (d) 7.4.4 For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in paragraph (c)(iiiClause 7.4.3(iii) above can be refinanced by a UtilisationUtilisation of the Facility: (i) the Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and (ii) the Utilisation may (so long as paragraph (c)(iClause 7.4.3(i) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations) or paragraph (a)(ii) of Clause 5.2 (Completion of a Utilisation Request for Loans5.2.1(b) applies. (e) 7.4.5 On the making of a Utilisation of the Facility to refinance Ancillary Outstandings:Outstandings:- (i) each Lender will participate in that Utilisation in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations then outstanding bearing the same proportion to the aggregate amount of the Utilisations then outstanding as its Commitment bears to the Total Commitments; and (ii) the relevant Ancillary Facility shall be cancelled. (f) 7.4.6 In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority (or any other applicable regulatory authorities authorities) as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (a) 8.4.1 An Ancillary Facility shall cease to be available under this Agreement on the Termination Date in relation to for the Revolving Credit Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (b) 8.4.2 If an Ancillary Facility expires or is cancelled in accordance with its terms the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available the Revolving Credit Facility Commitment of that Lender shall be increased accordingly). (c) 8.4.3 No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: (i) the Total Revolving Credit Facility Commitments have been cancelled in full, or all outstanding Utilisations under the Revolving Credit Facility have become due and payable in accordance with the terms of this Agreement, or the Initial ACF Agent has declared all outstanding Utilisations under the Revolving Credit Facility immediately due and payable, or the expiry date of the Ancillary Facility occurs; or; (ii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or (iii) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Utilisation and the Ancillary Lender gives sufficient notice to enable a Utilisation to be made to refinance those Ancillary Outstandings. (d) For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in paragraph (c)(iii) above can be refinanced by a Utilisationboth: (ia) the Commitment of Available Commitments relating to the Ancillary Lender will be increased by the amount of its Ancillary CommitmentRevolving Credit Facility; and (iib) the Utilisation may (so long as paragraph (c)(i) above does notice of the demand given by the Xxxxxxxxx Xxxxxx, would not apply) be made irrespective prevent the relevant Borrower funding the repayment of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective Outstandings in full by way of whether Clause 4.4 (Maximum number of Utilisations) or paragraph (a)(ii) of Clause 5.2 (Completion of a Utilisation Request for Loans) appliesLoan. (e) On the making of 8.4.4 If a Utilisation of the Facility Loan is made to refinance repay Ancillary Outstandings: (i) each Lender will participate Outstandings in that Utilisation in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations then outstanding bearing the same proportion to the aggregate amount of the Utilisations then outstanding as its Commitment bears to the Total Commitments; and (ii) full, the relevant Ancillary Facility Commitment shall be cancelledreduced to zero. (f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (a) An Ancillary Facility shall cease to be available under this Agreement on the Termination Date in relation to the Revolving Facility or the relevant Uncommitted Accordion Revolving Facility (as the case may be) or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (b) If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available Revolving Facility Commitment or its relevant Uncommitted Accordion Revolving Facility Commitment (as the case may be) shall be increased accordingly). (c) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: (i) required to reduce the Gross Outstandings of a Multi-account Overdraft to or towards an amount equal to its Net Outstandings; (ii) the Total Revolving Facility Commitments or the relevant Total Uncommitted Accordion Revolving Facility Commitments (as the case may be) have been 10-16526587-2\13845-2639 62 cancelled in full, or all outstanding Utilisations Loans under the Revolving Facility or the relevant Uncommitted Accordion Revolving Facility (as the case may be) have become due and payable in accordance with the terms of this Agreement, or the Agent has declared all outstanding Utilisations Loans under the Revolving Facility or the relevant Uncommitted Accordion Revolving Facility (as the case may be) immediately due and payablepayable in accordance with the terms of this Agreement, or the expiry date of the Ancillary Facility occurs; or; (iiiii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary FacilityFacility (or it becomes unlawful for any Affiliate of an Ancillary Lender to do so); or (iiiiv) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Utilisation Revolving Facility Loan or an Uncommitted Accordion Revolving Facility Loan (as the case may be) and the Ancillary Lender gives sufficient notice to enable a Utilisation Loan of the Revolving Facility or the relevant Uncommitted Accordion Revolving Facility (as the case may be) to be made to refinance those Ancillary OutstandingsOutstandings in accordance with the terms of this Agreement. Other than demanding repayment or prepayment, as the case may be, no Ancillary Lender may exercise any other right, remedy and/or power in connection with any amount or liability owed to it by any Borrower under any Ancillary Facility. (d) For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in paragraph (c)(iiiclause 7.4(c)(iv) above can be refinanced by a Utilisation:Revolving Loan or an Uncommitted Accordion Revolving Facility Loan (as the case may be): (i) the Revolving Facility Commitment or the relevant Uncommitted Accordion Revolving Facility Commitment (as the case may be) of the Ancillary that Lender will be increased by the amount of its Ancillary Commitment; and (ii) the Utilisation Loan may (so long as paragraph (c)(iclause 7.4(c)(i) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause clause 4.4 (Maximum number of UtilisationsLoans) or paragraph (a)(iiclause 5.2(b) of Clause 5.2 (Completion of a Utilisation Request for LoansRequest) applies. (e) On the making of a Utilisation of Revolving Facility Loan or the relevant Uncommitted Accordion Revolving Facility Loan (as the case may be) to refinance Ancillary Outstandings: (i) each Lender will participate in that Utilisation Loan in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations Revolving Facility Loans or the relevant Uncommitted Accordion Revolving Facility Loans (as the case may be) then outstanding bearing the same proportion to the aggregate amount of the Utilisations Revolving Facility Loans or the relevant Uncommitted Accordion Revolving Facility Loans (as the case may be) then outstanding as its Commitment bears to the Total CommitmentsRevolving Facility Commitments or the Total Uncommitted Accordion Revolving Facility Commitments (as the case may be); and (ii) the relevant Ancillary Facility shall be cancelled. (f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account 10-00000000-2\13845-2639 63 by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (a) An Ancillary Facility shall cease to be available under this Agreement on the Termination Date in relation to the Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (b) If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available Commitment shall be increased accordingly)zero. (c) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Outstandings prior to the expiry date of the relevant Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: (i) required to reduce the Gross Outstandings of a Multi-account Overdraft to or towards an amount equal to its Net Outstandings; (ii) the Total Commitments have been cancelled in full, or all outstanding Utilisations Loans have become due and payable in accordance with the terms of this Agreement, or the Agent has declared all outstanding Utilisations under the Facility immediately due and payable, or the expiry date of the Ancillary Facility occurs; or; (iiiii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary FacilityFacility (or it becomes unlawful for any Affiliate of the Ancillary Lender for the Ancillary Lender to do so); or (iiiiv) both (A) the Ancillary Outstandings Available Commitments; and (if anyB) under that Ancillary Facility can be refinanced the notice of the demand given by a Utilisation and the Ancillary Lender gives sufficient notice to enable a Utilisation to be made to refinance would not prevent the Borrower funding the repayment of those Ancillary OutstandingsOutstandings in full by way of Loan. (d) For the purposes of determining whether or not the If a Loan is made to repay Ancillary Outstandings under an Ancillary Facility mentioned in paragraph (c)(iii) above can be refinanced by a Utilisation: (i) the Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and (ii) the Utilisation may (so long as paragraph (c)(i) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations) or paragraph (a)(ii) of Clause 5.2 (Completion of a Utilisation Request for Loans) applies. (e) On the making of a Utilisation of the Facility to refinance Ancillary Outstandings: (i) each Lender will participate in that Utilisation in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations then outstanding bearing the same proportion to the aggregate amount of the Utilisations then outstanding as its Commitment bears to the Total Commitments; and (ii) full, the relevant Ancillary Facility Commitment shall be cancelledreduced to zero. (f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (a) An Ancillary Facility shall cease to be available under this Agreement on the Termination Date in relation to the Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (b) If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available Facility C Commitment shall be increased accordingly). (c) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: (i) the Total Facility C Commitments have been cancelled in full, or all outstanding Utilisations Facility C Loans have become due and payable in accordance with the terms of this Agreement, or the Agent has declared all outstanding Utilisations under the Facility C Loans immediately due and payablepayable in accordance with the terms of this Agreement, or the expiry date of the Ancillary Facility occurs; or (ii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or (iii) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Utilisation Facility C Loan and the Ancillary Lender gives sufficient notice to enable a Utilisation Facility C Loan to be made to refinance those Ancillary Outstandings. (d) For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in paragraph (c)(iii) above can be refinanced by a UtilisationFacility C Loan: (i) the Facility C Commitment of the Ancillary Lender will be increased by the amount of its Ancillary CommitmentCommitment provided always that the Ancillary Commitment under Facility C can never be greater than the Lender’s Commitment under that Facility; and (ii) the Utilisation Loan may (so long as paragraph (c)(i) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 4.5 (Maximum number of UtilisationsLoans) or paragraph (a)(iia)(iii) of Clause 5.2 (Completion of a Utilisation Request for LoansRequest) applies. (e) On the making of a Utilisation of the Facility C Loan to refinance Ancillary Outstandings: (i) each Lender will participate in that Utilisation Facility C Loan in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations Facility C Loans then outstanding bearing the same proportion to the aggregate amount of the Utilisations Facility C Loans then outstanding as its Facility C Commitment bears to the Total aggregate of the Facility C Commitments; and (ii) the relevant Ancillary Facility shall be cancelled. (f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (a) An Ancillary Facility shall cease to be available under this Agreement on the Termination Maturity Date in relation applicable to the Facility Revolving Facility, or such earlier date on which its expiry date occurs occurs, or on which it is cancelled in accordance with the terms of this Agreement. (b) If an Ancillary Facility expires in accordance with its terms terms, the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available Revolving Facility Commitment shall be increased accordingly). (c) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Outstandings prior to the expiry date of the relevant Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: (i) required to reduce the Permitted Gross Outstandings of a Multi-account Overdraft to or towards an amount equal to its Designated Net Amount; (ii) the Total Revolving Facility Commitments have been cancelled in full, or all outstanding Utilisations under Revolving Facility have become due and payable in accordance with the terms of this Agreement, or the Agent has declared all outstanding Utilisations under the Facility immediately due and payable, or the expiry date of the Ancillary Facility occurs; or; (iiiii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or (iiiiv) both: (A) the Available Commitments relating to Revolving Facility; and (B) the notice of the demand given by the Ancillary Lender, would not prevent the relevant Borrower funding the repayment of those Ancillary Outstandings (if any) under that Ancillary in full by way of Revolving Facility can be refinanced by a Utilisation and the Ancillary Lender gives sufficient notice to enable a Utilisation to be made to refinance those Ancillary OutstandingsLoan. (d) For the purposes of determining whether or not the If a Revolving Facility Loan is made to repay Ancillary Outstandings under an Ancillary Facility mentioned in paragraph (c)(iii) above can be refinanced by a Utilisation: (i) the Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and (ii) the Utilisation may (so long as paragraph (c)(i) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations) or paragraph (a)(ii) of Clause 5.2 (Completion of a Utilisation Request for Loans) applies. (e) On the making of a Utilisation of the Facility to refinance Ancillary Outstandings: (i) each Lender will participate in that Utilisation in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations then outstanding bearing the same proportion to the aggregate amount of the Utilisations then outstanding as its Commitment bears to the Total Commitments; and (ii) full, the relevant Ancillary Facility Commitment shall be cancelledreduced to zero. (f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (a) An Ancillary Facility shall cease to be available under this Agreement on the Termination Date in relation to the Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (b) If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available Commitment shall be increased accordingly). (c) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: (i) the Total Commitments have been cancelled in full, or all outstanding Utilisations under the Facility have become due and payable in accordance with the terms of this Agreement, or the Agent has declared all outstanding Utilisations under the Facility immediately due and payable, or the expiry date of the Ancillary Facility occurs; or (ii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or (iii) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Utilisation and the Ancillary Lender gives sufficient notice to enable a Utilisation to be made to refinance those Ancillary Outstandings. (d) For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in paragraph (c)(iii) above can be refinanced by a UtilisationUtilisation of the Facility: (i) the Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and (ii) the Utilisation may (so long as paragraph (c)(i) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 ‎5.4 (Maximum number of Utilisations) or paragraph (a)(iia)(iii) of Clause 5.2 ‎6.2 (Completion of a Utilisation Request for Loans) applies. (e) On the making of a Utilisation of the Facility to refinance Ancillary Outstandings: (i) each Lender will participate in that Utilisation in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations then outstanding bearing the same proportion to the aggregate amount of the Utilisations then outstanding as its Commitment bears to the Total Commitments; and (ii) the relevant Ancillary Facility shall be cancelled. (f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (a) An Each Ancillary Facility shall cease to be available under this Agreement on the Termination Date in relation to the Revolving Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (b) If an Ancillary Facility expires in accordance with its terms terms, the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available Revolving Facility Commitment shall be increased accordingly). (c) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: (i) the Total Revolving Facility Commitments have been cancelled in full, or all outstanding Utilisations under the Revolving Facility have become due and payable in accordance with the terms of this Agreement, or the Agent has declared all outstanding Utilisations under the Revolving Facility immediately due and payable, or the expiry date of the Ancillary Facility occurs; or; (ii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or (iii) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Revolving Facility Utilisation under the Revolving Facility and the an Ancillary Lender gives sufficient notice to enable a Utilisation of the Revolving Facility to be made to refinance those Ancillary Outstandings. (d) For the purposes of determining whether or not the Ancillary Outstandings under an the Ancillary Facility mentioned in paragraph (c)(iii) above can be refinanced by a UtilisationUtilisation of the Revolving Facility: (i) the Revolving Facility Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and (ii) the Utilisation may and shall (so long as paragraph (c)(i) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 4.3 (Maximum number of Utilisations) or paragraph (a)(iia)(iii) of Clause 5.2 (Completion of a Utilisation Request for Loans) applies. (e) On the making of a Utilisation of the Revolving Facility to refinance Ancillary Outstandings: (i) each Lender will participate in that Utilisation in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Revolving Facility Utilisations then outstanding bearing the same proportion to the aggregate amount of the Revolving Facility Utilisations then outstanding as its Revolving Facility Commitment bears to the Total Revolving Facility Commitments; and (ii) the relevant Ancillary Facility shall be cancelled. (f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that the Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (a) An Ancillary Facility shall cease to be available under this Agreement on the Termination Date in relation to the Facility B or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (b) If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available Facility B Commitment shall be increased accordingly). (c) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: (i) the Total Facility B Commitments have been cancelled in full, or all outstanding Utilisations Loans under Facility B have become due and payable in accordance with the terms of this Agreement, or the Agent has declared all outstanding Utilisations Loans under the Facility B immediately due and payable, or the expiry date of the Ancillary Facility occurs; or (ii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or (iii) the Ancillary Outstandings (if any) under that the Ancillary Facility can be refinanced by a Utilisation Facility B Loan and the Ancillary Lender gives sufficient notice to enable a Utilisation Facility B Loan to be made to refinance those Ancillary Outstandings. (d) For the purposes of determining whether or not the Ancillary Outstandings under an the Ancillary Facility mentioned in paragraph (c)(iii) above can be refinanced by a UtilisationUtilisation of Facility B: (i) the Facility B Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and (ii) the Utilisation may (so long as paragraph (c)(i) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of UtilisationsLoans) or paragraph (a)(iia)(iii) of Clause 5.2 (Completion of a Utilisation Request for LoansRequest) applies. (e) On the making of a Utilisation of the Facility B to refinance Ancillary Outstandings: (i) each Lender will participate in that Utilisation in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations Facility B Loans then outstanding bearing the same proportion to the aggregate amount of the Utilisations Facility B Loans then outstanding as its Facility B Commitment bears to the Total Facility B Commitments; and (ii) the relevant Ancillary Facility shall be cancelled. (f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (a) 6.4.1 An Ancillary Facility shall cease to be available under this Agreement on the Termination Date in relation to the Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (b) 6.4.2 If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available Commitment shall be increased accordingly). (c) 6.4.3 No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless:unless:- (ia) the Total Commitments have been cancelled in full, or all outstanding Utilisations under the Facility have become due and payable in accordance with the terms of this Agreement, or the Agent has declared all outstanding Utilisations under the Facility immediately due and payable, or the expiry date of the Ancillary Facility occurs; or (iib) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or (iiic) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Utilisation and the Ancillary Lender gives sufficient notice to enable a Utilisation to be made to refinance those Ancillary Outstandings. (d) 6.4.4 For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in paragraph (c)(iiiClause 6.4.3(c) above can be refinanced by a UtilisationUtilisation of the Facility: (ia) the Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and (iib) the Utilisation may (so long as paragraph (c)(iClause 6.4.3(a) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 4.3 (Maximum number of Utilisations) or paragraph (a)(ii) of Clause 5.2 (Completion of a Utilisation Request for Loans5.2.1(b) applies. (e) 6.4.5 On the making of a Utilisation of the Facility to refinance Ancillary Outstandings:Outstandings:- (ia) each Lender will participate in that Utilisation in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations then outstanding bearing the same proportion to the aggregate amount of the Utilisations then outstanding as its Commitment bears to the Total Commitments; and (iib) the relevant Ancillary Facility shall be cancelled. (f) 6.4.6 In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (a) An Ancillary Facility shall cease to be available under this Agreement on the Termination Date in relation to the Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement.. APJ/076001.00588/98366820.7Page 34 (b) If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available Commitment shall be increased accordingly)zero. (c) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Outstandings prior to the expiry date of the relevant Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: (i) required to reduce the Gross Outstandings of a Multi-account Overdraft to or towards an amount equal to its Net Outstandings; (ii) the Total Commitments have been cancelled in full, or all outstanding Utilisations Loans have become due and payable in accordance with the terms of this Agreement, or the Agent has declared all outstanding Utilisations under the Facility immediately due and payable, or the expiry date of the Ancillary Facility occurs; or; (iiiii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary FacilityFacility (or it becomes unlawful for any Affiliate of the Ancillary Lender for the Ancillary Lender to do so); or (iiiiv) both (A) the Ancillary Outstandings Available Commitments; and (if anyB) under that Ancillary Facility can be refinanced the notice of the demand given by a Utilisation and the Ancillary Lender gives sufficient notice to enable a Utilisation to be made to refinance would not prevent the Borrower funding the repayment of those Ancillary OutstandingsOutstandings in full by way of Loan. (d) For the purposes of determining whether or not the If a Loan is made to repay Ancillary Outstandings under an Ancillary Facility mentioned in paragraph (c)(iii) above can be refinanced by a Utilisation: (i) the Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and (ii) the Utilisation may (so long as paragraph (c)(i) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations) or paragraph (a)(ii) of Clause 5.2 (Completion of a Utilisation Request for Loans) applies. (e) On the making of a Utilisation of the Facility to refinance Ancillary Outstandings: (i) each Lender will participate in that Utilisation in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations then outstanding bearing the same proportion to the aggregate amount of the Utilisations then outstanding as its Commitment bears to the Total Commitments; and (ii) full, the relevant Ancillary Facility Commitment shall be cancelledreduced to zero. (f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (aA) An Ancillary Facility shall cease to be available under this Agreement on the Termination Date in relation to the Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (bB) If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (but for the avoidance of doubt, the corresponding commitment of that Lender shall continue (and its corresponding Available Commitment shall be increased accordinglyincrease by the amount of the Ancillary Commitment so cancelled)). (cC) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Outstandings prior to the expiry date of the relevant Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: (i1) required to reduce the Gross Outstandings of a Multi-account Overdraft to or towards an amount equal to its Net Outstandings; (2) the Total Commitments have been cancelled in full, full or all outstanding Utilisations Loans have become due and payable in accordance with the terms of this Agreement, or the Agent has declared all outstanding Utilisations under the Facility immediately due and payable, or the expiry date of the Ancillary Facility occurs; or; (ii3) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary FacilityFacility (or it becomes unlawful for any Affiliate of the Ancillary Lender for the Ancillary Lender to do so); or (iii4) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Utilisation and the Ancillary Lender gives sufficient notice to enable a Utilisation to be made to refinance those Ancillary Outstandings. (d) For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in paragraph (c)(iii) above can be refinanced by a Utilisationboth: (ia) the Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and (ii) the Utilisation may (so long as paragraph (c)(i) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations) or paragraph (a)(ii) of Clause 5.2 (Completion of a Utilisation Request for Loans) applies. (e) On the making of a Utilisation of the Facility to refinance Ancillary Outstandings: (i) each Lender will participate in that Utilisation in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations then outstanding bearing the same proportion to the aggregate amount of the Utilisations then outstanding as its Commitment bears to the Total Available Commitments; and (iib) the notice of the demand given by the Xxxxxxxxx Xxxxxx, would not prevent the relevant Borrower funding the repayment of those Ancillary Outstandings in full by way of Loan. (D) If a Loan is made to repay Ancillary Outstandings in full, the relevant Ancillary Facility Commitment shall be cancelledreduced to zero. (f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (ai) An Ancillary Facility shall cease to be available under this Agreement on the European Revolving Commitment Termination Date in relation to the Facility or such earlier date on which its expiry date expiration occurs or on which it is cancelled in accordance with the terms of this AgreementAgreement or the applicable Ancillary Facility. (bii) If an Ancillary Facility expires in accordance with its terms terms, the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available such Lender’s European Revolving Commitment shall be increased accordingly). (ciii) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover collateralization for any liabilities made available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: unless (ix) the Total European Revolving Commitments have been cancelled in full, or all outstanding Utilisations European Revolving Loans have become due and payable in accordance with the terms of this Agreement, or the Administrative Agent has declared all outstanding Utilisations under the Facility European Revolving Loans immediately due and payable, or the expiry expiration date of the Ancillary Facility occurs; or (iiy) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or or (iiiz) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Utilisation European Revolving Loan and the Ancillary Lender gives sufficient notice to enable a Utilisation European Revolving Loan to be made to refinance those Ancillary Outstandings. (div) For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in paragraph clause (c)(iiid)(iii)(z) above can be refinanced by a Utilisation: European Revolving Loan, (ix) the European Revolving Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and and (iiy) the Utilisation European Revolving Loan may (so long as paragraph clause (c)(id)(iii)(x) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations) the European Borrower or paragraph (a)(ii) of Clause 5.2 (Completion of the Borrower Representative shall have delivered a Utilisation Request for Loans) appliesBorrowing Notice. (ev) On the making of a Utilisation of the Facility European Revolving Loan to refinance Ancillary Outstandings: , (ix) each Lender will participate in that Utilisation such European Revolving Loan on a pro rata basis in an amount accordance with its respective European Revolving Commitment (as NY\5627635.16 determined by the Administrative Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations then outstanding bearing the same proportion to the aggregate amount of the Utilisations then outstanding as its Commitment bears to the Total Commitments); and and (iiy) the relevant Ancillary Facility shall be cancelled. (fvi) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (a) An Ancillary Facility shall cease to be available under this Agreement on the Termination Date in relation to the Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (b) . If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available Revolving Facility Commitment shall be increased accordingly). (c) . No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: (i) : the Total Revolving Facility Commitments have been cancelled in full, or all outstanding Utilisations Revolving Facility Loans have become due and payable in accordance with the terms of this Agreement, or the Priority Agent has declared all outstanding Utilisations under the Revolving Facility Loans immediately due and payable, or the expiry date of the Ancillary Facility occurs; or (ii) or it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or (iii) or the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Revolving Facility Utilisation and the Ancillary Lender gives sufficient notice to enable a Utilisation Revolving Facility Loan to be made to refinance those Ancillary Outstandings. (d) . For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in sub-paragraph (c)(iiiiii) of paragraph (c) above can be refinanced by a Utilisation: (i) Revolving Facility Loan: the Revolving Facility Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and (ii) the Utilisation may (so long as paragraph (c)(i) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations) or paragraph (a)(ii) of Clause 5.2 (Completion of a Utilisation Request for Loans) applies. (e) On the making of a Utilisation of the Facility to refinance Ancillary Outstandings: (i) each Lender will participate in that Utilisation in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations then outstanding bearing the same proportion to the aggregate amount of the Utilisations then outstanding as its Commitment bears to the Total Commitments; and (ii) the relevant Ancillary Facility shall be cancelled. (f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (a) An Ancillary Facility shall cease to be available under this Agreement on the Termination Date in relation to the Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (b) If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available Revolving Facility Commitment shall be increased accordingly). (c) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: (i) the Total Revolving Facility Commitments have been cancelled in full, or all outstanding Utilisations Revolving Facility Loans have become due and payable in accordance with the terms of this Agreement, or the Priority Agent has declared all outstanding Utilisations under the Revolving Facility Loans immediately due and payable, or the expiry date of the Ancillary Facility occurs; or (ii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or (iii) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Revolving Facility Utilisation and the Ancillary Lender gives sufficient notice to enable a Utilisation Revolving Facility Loan to be made to refinance those Ancillary Outstandings. (d) For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in sub-paragraph (c)(iiiiii) of paragraph (c) above can be refinanced by a UtilisationRevolving Facility Loan: (i) the Revolving Facility Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and (ii) the Utilisation Revolving Facility Loan may (so long as sub-paragraph (c)(ii) of paragraph (c) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 4.3 (Maximum number of UtilisationsLoans) or paragraph (a)(iiiii) of Clause 5.2 (Completion of a Utilisation Request for Loans) applies. (e) On the making of a Revolving Facility Utilisation of the Facility to refinance Ancillary Outstandings: (i) each Lender will participate in that Utilisation in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations Revolving Facility Utilisation then outstanding bearing the same proportion to the aggregate amount of the Revolving Facility Utilisations then outstanding as its Revolving Facility Commitment bears to the Total aggregate of the Revolving Facility Commitments; and (ii) the relevant Ancillary Facility shall be cancelled. (f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (ai) An Ancillary Facility shall cease to be available under this Agreement on the Foreign Revolving Commitment Termination Date in relation to the Facility or such earlier date on which its expiry date expiration occurs or on which it is cancelled in accordance with the terms of this Agreement. (bii) If an Ancillary Facility expires in accordance with its terms terms, the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available such Lender’s Foreign Revolving Commitment shall be increased accordingly). (ciii) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover collateralization for any liabilities made available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: unless (iA) the Total Foreign Revolving Commitments have been cancelled in full, or all outstanding Utilisations Foreign Revolving Loans have become due and payable in accordance with the terms of this Agreement, or the Administrative Agent has declared all outstanding Utilisations under the Facility Foreign Revolving Loans immediately due and payable, or the expiry expiration date of the Ancillary Facility occurs; or (iiB) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or or (iiiC) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Utilisation Foreign Revolving Loan and the Ancillary Lender gives sufficient notice to enable a Utilisation Foreign Revolving Loan to be made to refinance those Ancillary Outstandings. (div) For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in paragraph clause (c)(iiic)(iii)(C) above can be refinanced by a Utilisation: Foreign Revolving Loan, (iA) the Foreign Revolving Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and and (iiB) the Utilisation Foreign Revolving Loan may (so long as paragraph clause (c)(ic)(iii)(A) above does not apply) be made irrespective of whether a Default or Event of Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations) the Foreign Borrower or paragraph (a)(ii) of Clause 5.2 (Completion of the Borrower Representative shall have delivered a Utilisation Request for Loans) appliesBorrowing Notice. (ev) On the making of a Utilisation of the Facility Foreign Revolving Loan to refinance Ancillary Outstandings: , (iA) each Lender will participate in that Utilisation such Foreign Revolving Loan on a pro rata basis in an amount accordance with its respective Foreign Revolving Commitment (as determined by the Administrative Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations then outstanding bearing the same proportion to the aggregate amount of the Utilisations then outstanding as its Commitment bears to the Total Commitments); and and (iiB) the relevant Ancillary Facility shall be cancelled. (fvi) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (a) An Ancillary Facility shall cease to be available under this Agreement on the Termination Date in relation to the Revolving Facility or such earlier date on which its expiry date Expiry Date occurs or on which it is cancelled in accordance with the terms of this Agreement. (b) If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available Revolving Facility Commitment shall be increased accordingly). (c) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: (i) the Total Revolving Facility Commitments have been cancelled in full, or all outstanding Utilisations under the Revolving Facility have become due and payable in accordance with the terms of this Agreement, or the Facility Agent has declared all outstanding Utilisations under the Revolving Facility immediately due and payable, or the expiry date of the Ancillary Facility occurs; or (ii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or (iii) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Revolving Facility Utilisation under the Revolving Facility and the Ancillary Lender gives sufficient notice to enable a Utilisation of the Revolving Facility to be made to refinance those Ancillary Outstandings. (d) For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in paragraph (c)(iii) above can be refinanced by a UtilisationUtilisation of the Revolving Facility: (i) the Revolving Facility Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and (ii) the Utilisation may (so long as paragraph (c)(i) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations) or paragraph (a)(iia)(iii) of Clause 5.2 (Completion of a Utilisation Request for Loans) applies. (e) On the making of a Utilisation of the Revolving Facility to refinance Ancillary Outstandings: (i) each Lender will participate in that Utilisation in an amount (as determined by the Facility Agent) which will result as nearly as possible in the aggregate amount of its participation in the Revolving Facility Utilisations then outstanding bearing the same proportion to the aggregate amount of the Revolving Facility Utilisations then outstanding as its Revolving Facility Commitment bears to the Total Revolving Facility Commitments; and (ii) the relevant Ancillary Facility shall be cancelled. (f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (ai) An Ancillary Facility shall cease to be available under this Agreement on the Termination Maturity Date in relation to the Revolving Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (bii) If and to the extent that an Ancillary Facility expires expires, or is cancelled (in whole or in part) in accordance with its terms or is otherwise cancelled in accordance with this Agreement, the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced reduced, and the Revolving Commitment of the relevant Lender will immediately be increased, accordingly by an amount equal to zero the amount of the Ancillary Commitment of that Ancillary Facility (and its Available Commitment shall be increased accordinglyor, if less, that part of it which has expired or been cancelled). (ciii) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings outstanding down to the net limit) unless: prior to its expiry date unless (iA) the Total Revolving Commitments have been cancelled in full, or all outstanding Utilisations Borrowings under the Revolving Facility have become due and payable in accordance with the terms of this Agreement, or the Administrative Agent has declared all outstanding Utilisations Borrowings under the Revolving Facility immediately due and payable, or the expiry date of the Ancillary Facility occurs; or or (iiB) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or or (iiiC) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Utilisation Revolving Credit Borrowing and the Ancillary Lender gives sufficient notice to enable a Revolving Facility Utilisation to be made to refinance those Ancillary Outstandings. (div) For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in paragraph clause (c)(iiiiii)(C) above can be refinanced by a Utilisation:Borrowing of the Revolving Facility, (iA) the Revolving Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and and (iiB) the Utilisation Borrowing may (so long as paragraph clause (c)(iiii)(A) above does not apply) be made irrespective of whether a Default has occurred and is continuing is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations) or paragraph (a)(ii) of Clause 5.2 (Completion of a Utilisation Request for Loans) applies). (ev) On the making of a Utilisation Borrowing of the Revolving Facility to refinance all or part of any Ancillary Outstandings: , (iA) each Lender will participate in that Utilisation Borrowing in an amount (as determined by the Administrative Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations Revolving Credit Borrowings then outstanding bearing the same proportion to the aggregate amount of the Utilisations Revolving Credit Borrowings then outstanding as its Revolving Commitment bears to the Total Commitments; and and (iiB) the relevant Ancillary Facility shall be cancelledcancelled to the extent of such refinancing. (fvi) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (a) An Ancillary Facility (other than the Existing Ancillary Facility) shall cease to be available under this Agreement on the Termination Date in relation applicable to the Facility a Lender or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreementagreement. (b) If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available Commitment shall be increased accordingly). (c) If the Ancillary Commitment of any Ancillary Lender under an Ancillary Facility reduces, its Commitment shall be increased accordingly. (d) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Facility (except in the case of the Existing Ancillary Facility or where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: (i) the Total Commitments have been cancelled in full, or all outstanding Utilisations Loans under the Facility have become due and payable in accordance with the terms of this Agreementagreement, or the Agent has declared all outstanding Utilisations Loans under the Facility immediately due and payable, or the expiry date of the Ancillary Facility occurs; or (ii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement agreement or to fund, issue or maintain its participation in its Ancillary Facility; or (iii) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Utilisation Loan under the Facility and the Ancillary Lender gives sufficient notice to enable a Utilisation Loan of the Facility to be made to refinance those Ancillary Outstandings. (de) For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in paragraph (c)(iii) above can be refinanced by a UtilisationLoan of the Facility: (i) the Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and (ii) the Utilisation Loan may (so long as paragraph (c)(i) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause clause 4.4 (Maximum number Number of UtilisationsUtilisation Requests) or paragraph (a)(iiclause 5.2(b) of Clause 5.2 (Completion of a Utilisation Request for LoansRequest) applies. (ef) On the making of a Utilisation Loan of the Facility to refinance Ancillary Outstandings: (i) each Lender will participate in that Utilisation Loan in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations Loans then outstanding bearing the same proportion to the aggregate amount of the Utilisations Loans then outstanding as its Commitment bears to the Total Commitments; and (ii) the relevant Ancillary Facility shall be cancelled. (f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (ai) An Ancillary Facility shall cease to be available under this Agreement on the Termination Maturity Date in relation to the Revolving Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (bii) If and to the extent that an Ancillary Facility expires expires, or is cancelled (in whole or in part) in accordance with its terms or is otherwise cancelled in accordance with this Agreement, the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced reduced, and the Revolving Commitment of the relevant Lender will immediately be increased, accordingly by an amount equal to zero the amount of the Ancillary Commitment of that Ancillary Facility (and its Available Commitment shall be increased accordinglyor, if less, that part of it which has expired or been cancelled). (ciii) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings outstanding down to the net limit) unless: prior to its expiry date unless (iA) the Total Revolving Commitments have been cancelled in full, or all outstanding Utilisations Borrowings under the Revolving Facility have become due and payable in accordance with the terms of this Agreement, or the Administrative Agent has declared all outstanding Utilisations Borrowings under the Revolving Facility immediately due and payable, or the expiry date of the Ancillary Facility occurs; or or (iiB) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or or (iiiC) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Utilisation Revolving Credit Borrowing and the Ancillary Lender gives sufficient notice to enable a Revolving Facility Utilisation to be made to refinance those Ancillary Outstandings. (div) For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in paragraph clause (c)(iiiiii)(C) above can be refinanced by a Utilisation: Borrowing of the Revolving Facility, (iA) the Revolving Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and and (iiB) the Utilisation Borrowing may (so long as paragraph clause (c)(iiii)(A) above does not apply) be made irrespective of whether a Default has occurred and is continuing is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations) or paragraph (a)(ii) of Clause 5.2 (Completion of a Utilisation Request for Loans) applies). (ev) On the making of a Utilisation Borrowing of the Revolving Facility to refinance all or part of any Ancillary Outstandings: , (iA) each Lender will participate in that Utilisation Borrowing in an amount (as determined by the Administrative Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations Revolving Credit Borrowings then outstanding bearing the same proportion to the aggregate amount of the Utilisations Revolving Credit Borrowings then outstanding as its Revolving Commitment bears to the Total Commitments; and and (iiB) the relevant Ancillary Facility shall be cancelledcancelled to the extent of such refinancing. (fvi) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (a) An Ancillary Facility shall cease to be available under this Agreement on the Termination Final Maturity Date in relation to the Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (b) If an Ancillary Facility expires in accordance with its terms terms, the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available Commitment under the relevant Facility shall be increased accordingly). (c) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for (Bardeckung) of any liabilities amounts made available or liabilities incurred by it under its Ancillary Facility (except where (i) the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limitlimit or (ii) the Ancillary Outstanding exceed the relevant Ancillary Facility due to currency rate fluctuations) unless: (i) the Total its Commitments have been cancelled in full, or all outstanding Utilisations have become due and payable in accordance with the terms of this Agreement, or the Facility Agent has declared all outstanding Utilisations under the Facility immediately due and payable, or the expiry date of the Ancillary Facility occurs; or (ii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or (iii) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Utilisation and the Ancillary Lender gives sufficient notice to enable a Utilisation to be made to refinance those Ancillary Outstandings. (d) For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in paragraph (c)(iii) above can be refinanced by a Utilisation: (i) the Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and (ii) the Utilisation may (so long as paragraph (c)(i) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations) or paragraph (a)(ii) of Clause 5.2 (Completion of a Utilisation Request for Loans) applies. (e) On the making of a Utilisation of the Facility to refinance Ancillary Outstandings: (i) each Lender will participate in that Utilisation in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations then outstanding bearing the same proportion to the aggregate amount of the Utilisations then outstanding as its Commitment bears to the Total Commitments; and (ii) the relevant Ancillary Facility shall be cancelled. (f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (a) An Ancillary Facility shall cease to be available under this Agreement on the Termination Date in relation applicable to the Revolving Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (b) If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available Commitment shall be increased accordingly)zero. (c) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Outstandings prior to the expiry date of the relevant Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: (i) required to reduce the Gross Outstandings of a Multi-account Overdraft to or towards an amount equal to its Net Outstandings; (ii) the Total Revolving Facility Commitments have been cancelled in full, full or all outstanding Utilisations Loans under the Revolving Facility have become due and payable in accordance with the terms of this Agreement, or the Agent has declared all outstanding Utilisations under the Facility immediately due and payable, or the expiry date of the Ancillary Facility occurs; or; (iiiii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary FacilityFacility (or it becomes unlawful for any Affiliate of the Ancillary Lender for the Ancillary Lender to do so); or (iiiiv) both: (A) the Available Commitments relating to the Revolving Facility; and (B) the notice of the demand given by the Ancillary Lender, would not prevent the relevant Borrower funding the repayment of those Ancillary Outstandings (if any) under that Ancillary in full by way of a Revolving Facility can be refinanced by a Utilisation and the Ancillary Lender gives sufficient notice to enable a Utilisation to be made to refinance those Ancillary OutstandingsLoan. (d) For the purposes of determining whether or not the If a Revolving Facility Loan is made to repay Ancillary Outstandings under an Ancillary Facility mentioned in paragraph (c)(iii) above can be refinanced by a Utilisation: (i) the Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and (ii) the Utilisation may (so long as paragraph (c)(i) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations) or paragraph (a)(ii) of Clause 5.2 (Completion of a Utilisation Request for Loans) applies. (e) On the making of a Utilisation of the Facility to refinance Ancillary Outstandings: (i) each Lender will participate in that Utilisation in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations then outstanding bearing the same proportion to the aggregate amount of the Utilisations then outstanding as its Commitment bears to the Total Commitments; and (ii) full, the relevant Ancillary Facility Commitment shall be cancelledreduced to zero. (f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (a) 9.4.1 An Ancillary Facility shall cease to be available under this Agreement on the Termination Date in relation to the Revolving Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (b) 9.4.2 If an Ancillary Facility expires in accordance with its terms the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available Revolving Facility Commitment shall be increased accordingly). (c) 9.4.3 No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: (ia) the Total Commitments have been cancelled in full, or all outstanding Utilisations under the Revolving Facility have become due and payable in accordance with the terms of this Agreement, or the Agent has declared all outstanding Utilisations under the Revolving Facility immediately due and payable, or the expiry date of the Ancillary Facility occurs; or (iib) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or (iiic) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Revolving Facility Utilisation under the Revolving Facility and the Ancillary Lender gives sufficient notice to enable a Utilisation of the Revolving Facility to be made to refinance those Ancillary Outstandings. (d) 9.4.4 For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in paragraph (c)(iiiClause 9.4.3(c) above can be refinanced by a UtilisationUtilisation of the Revolving Facility: (ia) the Revolving Facility Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and (iib) the Utilisation may (so long as paragraph (c)(iClause 9.4.3(a) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations) or paragraph (a)(iiClause 5.2.1(c) of Clause 5.2 (Completion of a Utilisation Request for Loans) applies. (e) 9.4.5 On the making of a Utilisation of the Revolving Facility to refinance Ancillary Outstandings: (ia) each Lender will participate in that Utilisation in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Revolving Facility Utilisations then outstanding bearing the same proportion to the aggregate amount of the Revolving Facility Utilisations then outstanding as its Revolving Facility Commitment bears to the Total aggregate of the Revolving Facility Commitments; and (iib) the relevant Ancillary Facility shall be cancelled. (f) 9.4.6 In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.

Repayment of Ancillary Facility. (a) An Ancillary Facility shall cease to be available under this Agreement on the Termination Date in relation to the Facility or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement. (b) If an Ancillary Facility expires in accordance with its terms terms, the Ancillary Commitment, Commitment of the Ancillary Lender, Lender shall be reduced to zero (and its Available Commitment shall be increased accordingly). (c) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash cover for any liabilities made available or incurred by it under its Ancillary Facility (except where the Ancillary Facility is provided on a net limit basis to the extent required to bring any gross outstandings down to the net limit) unless: (i) the Total Commitments have been cancelled in full, or all outstanding Utilisations have become due and payable in accordance with the terms of this Agreement, or the Agent has declared all outstanding Utilisations under the Facility immediately due and payable, or the expiry date of the Ancillary Facility occurs; or; (ii) it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility; or (iii) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by a Utilisation and the Ancillary Lender gives sufficient notice to enable a Utilisation to be made to refinance those Ancillary Outstandings. (d) For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in paragraph (c)(iii) above can be refinanced by a Utilisation: (i) the Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and (ii) the Utilisation may (so long as paragraph (c)(i) above does not apply) be made irrespective of whether a Default is outstanding or any other applicable condition precedent is not satisfied (but only to the extent that the proceeds are applied in refinancing those Ancillary Outstandings) and irrespective of whether Clause 4.4 (Maximum number of Utilisations) or paragraph (a)(ii) of Clause 5.2 (Completion of a Utilisation Request for Loans) applies. (e) On the making of a Utilisation of the Facility to refinance Ancillary Outstandings: (i) each Lender will participate in that Utilisation in an amount (as determined by the Agent) which will result as nearly as possible in the aggregate amount of its participation in the Utilisations then outstanding bearing the same proportion to the aggregate amount of the Utilisations then outstanding as its Commitment bears to the Total Commitments; and (ii) the relevant Ancillary Facility shall be cancelled. (f) In relation to an Ancillary Facility which comprises an overdraft facility where a Designated Net Amount has been established, the Ancillary Lender providing that Ancillary Facility shall only be obliged to take into account for the purposes of calculating compliance with the Designated Net Amount those credit balances which it is permitted to take into account by the then current law and regulations in relation to its reporting of exposures to the Financial Services Authority or any other applicable regulatory authorities as netted for capital adequacy purposes.