Common use of Termination and Demand for Repayment Clause in Contracts

Termination and Demand for Repayment. (i) Any Ancillary Facility shall be permitted to be terminated by the applicable Ancillary Lender in accordance with the terms of such Ancillary Facility and, upon the effective date of such termination (an "Ancillary Facility Termination Date"), all Ancillary Credit Extensions under such Ancillary Facility shall be refinanced with the proceeds of an Ancillary Replacement Borrowing as set forth below, unless the Loans shall have been accelerated pursuant to Section 7.01. (ii) Notwithstanding anything to the contrary set forth in the Ancillary Facility Document relating to the Ancillary Facility to be terminated, the Ancillary Lender seeking to terminate an Ancillary Facility shall deliver to the Applicable Agent, with a copy to the applicable Foreign Subsidiary Borrower, a written notice of termination (a "Notice of Termination") not later than five Business Days prior to the Ancillary Facility Termination Date specified in such Notice of Termination for such Ancillary Facility. Each such Notice of Termination shall specify: (A) the names of the applicable Foreign Subsidiary Borrower and Ancillary Lender; (B) the aggregate amount of Ancillary Credit Extensions under the applicable Ancillary Facility (which shall not exceed the Ancillary Commitment in respect of such Ancillary Facility) (the "Ancillary Facility Repayment Amount"); and (C) the applicable Ancillary Facility Termination Date. (iii) Following receipt of a Notice of Termination with respect to an Ancillary Facility, the applicable Foreign Subsidiary Borrower shall deliver to the Applicable Agent a written notice not later than 2:00 p.m., Local Time, three Business Days prior to the Ancillary Facility Termination Date with respect to such Ancillary Facility, which notice shall specify the following information relating to an Ancillary Replacement Borrowing: (A) the name of the Eligible Borrower that shall make such Ancillary Replacement Borrowing; (B) the currency in which such Ancillary Replacement Borrowing is to be denominated (which shall be Dollars, Euros or Sterling); (C) the initial Interest Period to be applicable to such Ancillary Replacement Borrowing, which shall be a period contemplated by clause (a) of the definition of the term "Interest Period"; and (D) the location and number of the applicable Eligible Borrower's account to which funds are to be disbursed. (iv) On the Ancillary Facility Termination Date for an Ancillary Facility, the Global Revolving Facility Lenders shall make Loans composing an Ancillary Replacement Borrowing in an aggregate principal amount equal to the Ancillary Facility Repayment amount in accordance with Sections 2.02 and 2.06. (v) The Eligible Borrower to which such Ancillary Replacement Borrowing is made shall use the proceeds of such Ancillary Replacement Borrowing solely (i) to repay to the applicable Ancillary Lender all Funded Ancillary Credit Extensions under such terminated Ancillary Facility and (ii) to deposit cash collateral with such Ancillary Lender in respect of all Unfunded Ancillary Credit Extensions under such terminated Ancillary Facility. Each deposit of cash collateral pursuant to this paragraph shall be held by the applicable Global Revolving Facility Lender as collateral for the payment and performance of the obligations of the applicable Foreign Subsidiary Borrower in respect of Unfunded Ancillary Credit Extensions under such terminated Ancillary Facility. Such Global Revolving Facility Lender shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account; provided that, on the CAM Exchange Date, the Administrative Agent shall assume exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of (i) for so long as an Event of Default shall be continuing, the applicable Global Revolving Facility Lender and (ii) at any other time, the applicable Eligible Borrower, in each case, in Permitted Investments and at the risk and expense of such Eligible Borrower, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the applicable Global Revolving Facility Lender to offset amounts payable in respect of Unfunded Ancillary Credit Extensions made under such terminated Ancillary Facility. In the event that after the ancillary Facility Termination Date for an ancillary Facility but prior to the CAM Exchange Date, an Unfunded Ancillary Credit Extension made under such terminated Ancillary Facility shall expire without requiring payment, the portion of the cash collateral deposited hereunder with respect to such expired Unfunded Ancillary Credit Extension shall be distributed to the applicable Eligible Borrower.

Termination and Demand for Repayment. (i) Any Ancillary Facility shall be permitted to be terminated by the applicable Ancillary Lender in accordance with the terms of such Ancillary Facility and, upon the effective date of such termination (an "“Ancillary Facility Termination Date"”), all Ancillary Credit Extensions under such Ancillary Facility shall be refinanced with the proceeds of an Ancillary Replacement Borrowing as set forth below, unless the Loans shall have been accelerated pursuant to Section 7.01. (ii) Notwithstanding anything to the contrary set forth in the Ancillary Facility Document relating to the Ancillary Facility to be terminated, the Ancillary Lender seeking to terminate an Ancillary Facility shall deliver to the Applicable Agent, with a copy to the applicable Foreign Subsidiary Borrower, a written notice of termination (a "“Notice of Termination"”) not later than five Business Days prior to the Ancillary Facility Termination Date specified in such Notice of Termination for such Ancillary Facility. Each such Notice of Termination shall specify: (A) the names of the applicable Foreign Subsidiary Borrower and Ancillary Lender; (B) the aggregate amount of Ancillary Credit Extensions under the applicable Ancillary Facility (which shall not exceed the Ancillary Commitment in respect of such Ancillary Facility) (the "“Ancillary Facility Repayment Amount"”); and (C) the applicable Ancillary Facility Termination Date. (iii) Following receipt of a Notice of Termination with respect to an Ancillary Facility, the applicable Foreign Subsidiary Borrower shall deliver to the Applicable Agent a written notice not later than 2:00 p.m., Local Time, three Business Days prior to the Ancillary Facility Termination Date with respect to such Ancillary Facility, which notice shall specify the following information relating to an Ancillary Replacement Borrowing: (A) the name of the Eligible Borrower that shall make such Ancillary Replacement Borrowing; (B) the currency in which such Ancillary Replacement Borrowing is to be denominated (which shall be Dollars, Euros or Sterling); (C) the initial Interest Period to be applicable to such Ancillary Replacement Borrowing, which shall be a period contemplated by clause (a) of the definition of the term "“Interest Period"”; and (D) the location and number of the applicable Eligible Borrower's ’s account to which funds are to be disbursed. (iv) On the Ancillary Facility Termination Date for an Ancillary Facility, the Global Revolving Facility Lenders shall make Loans composing an Ancillary Replacement Borrowing in an aggregate principal amount equal to the Ancillary Facility Repayment amount in accordance with Sections 2.02 and 2.06. (v) The Eligible Borrower to which such Ancillary Replacement Borrowing is made shall use the proceeds of such Ancillary Replacement Borrowing solely (i) to repay to the applicable Ancillary Lender all Funded Ancillary Credit Extensions under such terminated Ancillary Facility and (ii) to deposit cash collateral with such Ancillary Lender in respect of all Unfunded Ancillary Credit Extensions under such terminated Ancillary Facility. Each deposit of cash collateral pursuant to this paragraph shall be held by the applicable Global Revolving Facility Lender as collateral for the payment and performance of the obligations of the applicable Foreign Subsidiary Borrower in respect of Unfunded Ancillary Credit Extensions under such terminated Ancillary Facility. Such Global Revolving Facility Lender shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account; provided that, on the CAM Exchange Date, the Administrative Agent shall assume exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of (i) for so long as an Event of Default shall be continuing, the applicable Global Revolving Facility Lender and (ii) at any other time, the applicable Eligible Borrower, in each case, in Permitted Investments and at the risk and expense of such Eligible Borrower, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the applicable Global Revolving Facility Lender to offset amounts payable in respect of Unfunded Ancillary Credit Extensions made under such terminated Ancillary Facility. In the event that after the ancillary Ancillary Facility Termination Date for an ancillary Ancillary Facility but prior to the CAM Exchange Date, an Unfunded Ancillary Credit Extension made under such terminated Ancillary Facility shall expire without requiring payment, the portion of the cash collateral deposited hereunder with respect to such expired Unfunded Ancillary Credit Extension shall be distributed to the applicable Eligible Borrower.

Termination and Demand for Repayment. (i) Any Ancillary Facility shall be permitted to be terminated by the applicable Ancillary Lender in accordance with the terms of such Ancillary Facility and, upon the effective date of such termination (an "Ancillary Facility Termination Date"), all Ancillary Credit Extensions under such Ancillary Facility shall be refinanced with the proceeds of an Ancillary Replacement Borrowing as set forth below, unless the Loans shall have been accelerated pursuant to Section 7.01. (ii) Notwithstanding anything to the contrary set forth in the Ancillary Facility Document relating to the Ancillary Facility to be terminated, the Ancillary Lender seeking to terminate an Ancillary Facility shall deliver to the Applicable Agent, with a copy to the applicable Foreign Subsidiary Borrower, a written notice of termination (a "Notice of Termination") not later than five Business Days prior to the Ancillary Facility Termination Date specified in such Notice of Termination for such Ancillary Facility. Each such Notice of Termination shall specify: (A) the names of the applicable Foreign Subsidiary Borrower and Ancillary Lender; (B) the aggregate amount of Ancillary Credit Extensions under the applicable Ancillary Facility (which shall not exceed the Ancillary Commitment in respect of such Ancillary Facility) (the "Ancillary Facility Repayment Amount"); and (C) the applicable Ancillary Facility Termination Date. (iii) Following receipt of a Notice of Termination with respect to an Ancillary Facility, the applicable Foreign Subsidiary Borrower shall deliver to the Applicable Agent a written notice not later than 2:00 p.m., Local Time, three Business Days prior to the Ancillary Facility Termination Date with respect to such Ancillary Facility, which notice shall specify the following information relating to an Ancillary Replacement Borrowing: (A) the name of the Eligible Borrower that shall make such Ancillary Replacement Borrowing; (B) the currency in which such Ancillary Replacement Borrowing is to be denominated (which shall be Dollars, Euros or Sterling); (C) the initial Interest Period to be applicable to such Ancillary Replacement Borrowing, which shall be a period contemplated by clause (a) of the definition of the term "Interest Period"; and (D) the location and number of the applicable Eligible Borrower's account to which funds are to be disbursed. (iv) On the Ancillary Facility Termination Date for an Ancillary Facility, the Global Revolving Facility Lenders shall make Loans composing an Ancillary Replacement Borrowing in an aggregate principal amount equal to the Ancillary Facility Repayment amount in accordance with Sections 2.02 and 2.06. (v) The Eligible Borrower to which such Ancillary Replacement Borrowing is made shall use the proceeds of such Ancillary Replacement Borrowing solely (i) to repay to the applicable Ancillary Lender all Funded Ancillary Credit Extensions under such terminated Ancillary Facility and (ii) to deposit cash collateral with such Ancillary Lender in respect of all Unfunded Ancillary Credit Extensions under such terminated Ancillary Facility. Each deposit of cash collateral pursuant to this paragraph shall be held by the applicable Global Revolving Facility Lender as collateral for the payment and performance of the obligations of the applicable Foreign Subsidiary Borrower in respect of Unfunded Ancillary Credit Extensions under such terminated Ancillary Facility. Such Global Revolving Facility Lender shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account; provided that, on the CAM Exchange Date, the 146 Administrative Agent shall assume exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of (i) for so long as an Event of Default shall be continuing, the applicable Global Revolving Facility Lender and (ii) at any other time, the applicable Eligible Borrower, in each case, in Permitted Investments and at the risk and expense of such Eligible Borrower, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the applicable Global Revolving Facility Lender to offset amounts payable in respect of Unfunded Ancillary Credit Extensions made under such terminated Ancillary Facility. In the event that after the ancillary Facility Termination Date for an ancillary Facility but prior to the CAM Exchange Date, an Unfunded Ancillary Credit Extension made under such terminated Ancillary Facility shall expire without requiring payment, the portion of the cash collateral deposited hereunder with respect to such expired Unfunded Ancillary Credit Extension shall be distributed to the applicable Eligible Borrower.

Termination and Demand for Repayment. (i) Any Ancillary Facility shall be permitted to be terminated by the applicable Ancillary Lender in accordance with the terms of such Ancillary Facility and, upon the effective date of such termination (an "“Ancillary Facility Termination Date"”), all Ancillary Credit Extensions under such Ancillary Facility shall be refinanced with the proceeds of an Ancillary Replacement Borrowing as set forth below, unless the Loans shall have been accelerated pursuant to Section 7.01. (ii) Notwithstanding anything to the contrary set forth in the Ancillary Facility Document relating to the Ancillary Facility to be terminated, the Ancillary Lender seeking to terminate an Ancillary Facility shall deliver to the Applicable Agent, with a copy to the applicable Foreign Subsidiary Borrower, a written notice of termination (a "“Notice of Termination"”) not later than five Business Days prior to the Ancillary Facility Termination Date specified in such Notice of Termination for such Ancillary Facility. Each such Notice of Termination shall specify: (A) the names of the applicable Foreign Subsidiary Borrower and Ancillary Lender; (B) the aggregate amount of Ancillary Credit Extensions under the applicable Ancillary Facility (which shall not exceed the Ancillary Commitment in respect of such Ancillary Facility) (the "“Ancillary Facility Repayment Amount"”); and (C) the applicable Ancillary Facility Termination Date. (iii) Following receipt of a Notice of Termination with respect to an Ancillary Facility, the applicable Foreign Subsidiary Borrower shall deliver to the Applicable Agent a written notice not later than 2:00 p.m., Local Time, three Business Days prior to the Ancillary Facility Termination Date with respect to such Ancillary Facility, which notice shall specify the following information relating to an Ancillary Replacement Borrowing: (A) the name of the Eligible Borrower that shall make such Ancillary Replacement Borrowing; (B) the currency in which such Ancillary Replacement Borrowing is to be denominated (which shall be Dollars, Euros or Sterling); (C) the initial Interest Period to be applicable to such Ancillary Replacement Borrowing, which shall be a period contemplated by clause (a) of the definition of the term "“Interest Period"”; and (D) the location and number of the applicable Eligible Borrower's ’s account to which funds are to be disbursed. (iv) On the Ancillary Facility Termination Date for an Ancillary Facility, the Global Revolving Facility Lenders shall make Loans composing an Ancillary Replacement Borrowing in an aggregate principal amount equal to the Ancillary Facility Repayment amount Amount in accordance with Sections 2.02 and 2.06. (v) The Eligible Borrower to which such Ancillary Replacement Borrowing is made shall use the proceeds of such Ancillary Replacement Borrowing solely (iA) to repay to the applicable Ancillary Lender all Funded Ancillary Credit Extensions under such terminated Ancillary Facility and (iiB) to deposit cash collateral with such Ancillary Lender in respect of all Unfunded Ancillary Credit Extensions under such terminated Ancillary Facility. Each deposit of cash collateral pursuant to this paragraph shall be held by the applicable Global Revolving Facility Lender as collateral for the payment and performance of the obligations of the applicable Foreign Subsidiary Borrower in respect of Unfunded Ancillary Credit Extensions under such terminated Ancillary Facility. Such Global Revolving Facility Lender shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account; provided that, on the CAM Exchange Date, the Administrative Agent shall assume exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of (ix) for so long as an Event of Default shall be continuing, the applicable Global Revolving Facility Lender and (iiy) at any other time, the applicable Eligible Borrower, in each case, in Permitted Investments and at the risk and expense of such Eligible Borrower, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the applicable Global Revolving Facility Lender to offset amounts payable in respect of Unfunded Ancillary Credit Extensions made under such terminated Ancillary Facility. In the event that after the ancillary Ancillary Facility Termination Date for an ancillary Ancillary Facility but prior to the CAM Exchange Date, an Unfunded Ancillary Credit Extension made under such terminated Ancillary Facility shall expire without requiring payment, the portion of the cash collateral deposited hereunder with respect to such expired Unfunded Ancillary Credit Extension shall be distributed to the applicable Eligible Borrower.

Termination and Demand for Repayment. (i) Any Ancillary Facility shall be permitted to be terminated by the applicable Ancillary Lender in accordance with the terms of such Ancillary Facility and, upon the effective date of such termination (an "Ancillary Facility Termination Date"), all Ancillary Credit Extensions under such Ancillary Facility shall be refinanced with the proceeds of an Ancillary Replacement Borrowing as set forth below, unless the Loans shall have been accelerated pursuant to Section 7.01. (ii) Notwithstanding anything to the contrary set forth in the Ancillary Facility Document relating to the Ancillary Facility to be terminated, the Ancillary Lender seeking to terminate an Ancillary Facility shall deliver to the Applicable Agent, with a copy to the applicable Foreign Subsidiary Borrower, a written notice of termination (a "Notice of Termination") not later than five Business Days prior to the Ancillary Facility Termination Date specified in such Notice of Termination for such Ancillary Facility. Each such Notice of Termination shall specify: (A) the names of the applicable Foreign Subsidiary Borrower and Ancillary Lender; (B) the aggregate amount of Ancillary Credit Extensions under the applicable Ancillary Facility (which shall not exceed the Ancillary Commitment in respect of such Ancillary Facility) (the "Ancillary Facility Repayment Amount"); and (C) the applicable Ancillary Facility Termination Date. (iii) Following receipt of a Notice of Termination with respect to an Ancillary Facility, the applicable Foreign Subsidiary Borrower shall deliver to the Applicable Agent a written notice not later than 2:00 p.m., Local Time, three Business Days prior to the Ancillary Facility Termination Date with respect to such Ancillary Facility, which notice shall specify the following information relating to an Ancillary Replacement Borrowing: (A) the name of the Eligible Borrower that shall make such Ancillary Replacement Borrowing; (B) the currency in which such Ancillary Replacement Borrowing is to be denominated (which shall be Dollars, Euros or Sterling); (C) the initial Interest Period to be applicable to such Ancillary Replacement Borrowing, which shall be a period contemplated by clause (a) of the definition of the term "Interest Period"; and (D) the location and number of the applicable Eligible Borrower's account to which funds are to be disbursed. (iv) On the Ancillary Facility Termination Date for an Ancillary Facility, the Global Revolving Facility Lenders shall make Loans composing an Ancillary Replacement Borrowing in an aggregate principal amount equal to the Ancillary Facility Repayment amount in accordance with Sections 2.02 and 2.06. (v) The Eligible Borrower to which such Ancillary Replacement Borrowing is made shall use the proceeds of such Ancillary Replacement Borrowing solely (i) to repay to the applicable Ancillary Lender all Funded Ancillary Credit Extensions under such terminated Ancillary Facility and (ii) to deposit cash collateral with such Ancillary Lender in respect of all Unfunded Ancillary Credit Extensions under such terminated Ancillary Facility. Each deposit of cash collateral pursuant to this paragraph shall be held by the applicable Global Revolving Facility Lender as collateral for the payment and performance of the obligations of the applicable Foreign Subsidiary Borrower in respect of Unfunded Ancillary Credit Extensions under such terminated Ancillary Facility. Such Global Revolving Facility Lender shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account; provided that, on the CAM Exchange Date, the Administrative Agent shall assume exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of (i) for so long as an Event of Default shall be continuing, the applicable Global Revolving Facility Lender and (ii) at any other time, the applicable Eligible Borrower, in each case, in Permitted Investments and at the risk and expense of such Eligible Borrower, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the applicable Global Revolving Facility Lender to offset amounts payable in respect of Unfunded Ancillary Credit Extensions made under such terminated Ancillary Facility. In the event that after the ancillary Facility Termination Date for an ancillary Facility but prior to the CAM Exchange Date, an Unfunded Ancillary Credit Extension made under such terminated Ancillary Facility shall expire without requiring payment, the portion of the cash collateral deposited hereunder with respect to such expired Unfunded Ancillary Credit Extension shall be distributed to the applicable Eligible Borrower.

Termination and Demand for Repayment. (i) Any Ancillary Facility shall be permitted to be terminated by the applicable Ancillary Lender in accordance with the terms of such Ancillary Facility and, upon the effective date of such termination (an "“Ancillary Facility Termination Date"”), all Ancillary Credit Extensions under such Ancillary Facility shall be refinanced with the proceeds of an Ancillary Replacement Borrowing as set forth below, unless the Loans shall have been accelerated pursuant to Section 7.01. (ii) Notwithstanding anything to the contrary set forth in the Ancillary Facility Document relating to the Ancillary Facility to be terminated, the Ancillary Lender seeking to terminate an Ancillary Facility shall deliver to the Applicable Agent, with a copy to the applicable Foreign Subsidiary Borrower, a written notice of termination (a "“Notice of Termination"”) not later than five Business Days prior to the Ancillary Facility Termination Date specified in such Notice of Termination for such Ancillary Facility. Each such Notice of Termination shall specify: (A) the names of the applicable Foreign Subsidiary Borrower and Ancillary Lender; (B) the aggregate amount of Ancillary Credit Extensions under the applicable Ancillary Facility (which shall not exceed the Ancillary Commitment in respect of such Ancillary Facility) (the "“Ancillary Facility Repayment Amount"”); and (C) the applicable Ancillary Facility Termination Date. (iii) Following receipt of a Notice of Termination with respect to an Ancillary Facility, the applicable Foreign Subsidiary Borrower shall deliver to the Applicable Agent a written notice not later than 2:00 p.m., Local Time, three Business Days prior to the Ancillary Facility Termination Date with respect to such Ancillary Facility, which notice shall specify the following information relating to an Ancillary Replacement Borrowing: (A) the name of the Eligible Borrower that shall make such Ancillary Replacement Borrowing; (B) the currency in which such Ancillary Replacement Borrowing is to be denominated (which shall be Dollars, Euros or Sterling); (C) the initial Interest Period to be applicable to such Ancillary Replacement Borrowing, which shall be a period contemplated by clause (a) of the definition of the term "“Interest Period"”; and (D) the location and number of the applicable Eligible Borrower's ’s account to which funds are to be disbursed. (iv) On the Ancillary Facility Termination Date for an Ancillary Facility, the Global Revolving Facility Lenders shall make Loans composing an Ancillary Replacement Borrowing in an aggregate principal amount equal to the Ancillary Facility Repayment amount Amount in accordance with Sections 2.02 and 2.06. (v) The Eligible Borrower to which such Ancillary Replacement Borrowing is made shall use the proceeds of such Ancillary Replacement Borrowing solely (i) to repay to the applicable Ancillary Lender all Funded Ancillary Credit Extensions under such terminated Ancillary Facility and (ii) to deposit cash collateral with such Ancillary Lender in respect of all Unfunded Ancillary Credit Extensions under such terminated Ancillary Facility. Each deposit of cash collateral pursuant to this paragraph shall be held by the applicable Global Revolving Facility Lender as collateral for the payment and performance of the obligations of the applicable Foreign Subsidiary Borrower in respect of Unfunded Ancillary Credit Extensions under such terminated Ancillary Facility. Such Global Revolving Facility Lender shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account; provided that, on the CAM Exchange Date, the Administrative Agent shall assume exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of (i) for so long as an Event of Default shall be continuing, the applicable Global Revolving Facility Lender and (ii) at any other time, the applicable Eligible Borrower, in each case, in Permitted Investments and at the risk and expense of such Eligible Borrower, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the applicable Global Revolving Facility Lender to offset amounts payable in respect of Unfunded Ancillary Credit Extensions made under such terminated Ancillary Facility. In the event that after the ancillary Ancillary Facility Termination Date for an ancillary Ancillary Facility but prior to the CAM Exchange Date, an Unfunded Ancillary Credit Extension made under such terminated Ancillary Facility shall expire without requiring payment, the portion of the cash collateral deposited hereunder with respect to such expired Unfunded Ancillary Credit Extension shall be distributed to the applicable Eligible Borrower.

Termination and Demand for Repayment. (i) Any Ancillary The Bilateral Facility shall be permitted to be terminated by the applicable Ancillary Bilateral Lender in accordance with the terms of such Ancillary the Bilateral Facility and, upon the effective date of such termination (an "Ancillary Facility Termination Date")termination, all Ancillary Bilateral Credit Extensions (if any) under such Ancillary the Bilateral Facility shall be refinanced with the proceeds of an Ancillary a Bilateral Replacement Borrowing as set forth below, unless the Loans shall Revolving Commitments have been accelerated pursuant to Section 7.01previously terminated. (ii) Notwithstanding anything to the contrary set forth in the Ancillary Bilateral Facility Document relating to the Ancillary Facility to be terminatedDocuments, the Ancillary Bilateral Lender seeking to terminate an Ancillary Facility shall deliver to the Applicable Administrative Agent, with a copy to the applicable Foreign Subsidiary UK Borrower, a written notice of termination (a "the “Notice of Termination"”) not later than five Business Days prior to the Ancillary effective date of termination of the Bilateral Facility Termination Date specified in such the Notice of Termination for such Ancillary FacilityTermination. Each such Such Notice of Termination shall specify: (A) the names of the applicable Foreign Subsidiary Borrower and Ancillary Lender; (B) the aggregate amount of Ancillary Bilateral Credit Extensions under the applicable Ancillary Bilateral Facility (which shall not exceed the Ancillary Bilateral Commitment in respect of such Ancillary the Bilateral Facility) (the "Ancillary “Bilateral Facility Repayment Amount"”); and (CB) the applicable Ancillary Facility Termination Dateeffective date of termination of the Bilateral Facility. (iii) Following receipt of a Notice of Termination with respect to an Ancillary FacilityTermination, the applicable Foreign Subsidiary Borrower shall deliver to the Applicable Administrative Agent a written notice not later than 2:00 1:00 p.m., Local TimeNew York time, three Business Days prior to the Ancillary Facility Termination Date with respect to such Ancillary effective date of termination of the Bilateral Facility, which notice shall request a borrowing under the Revolving Facility in an amount equal to the Dollar Equivalent of the Bilateral Facility Repayment Amount and specify the following information relating to an Ancillary Replacement Borrowing: (A) the name Type of the Eligible Borrower that shall make such Ancillary Replacement Borrowing; (B) the currency in which such Ancillary Replacement Borrowing is Revolving Loans to be denominated (which shall be Dollarsborrowed and, Euros or Sterling); (C) if Eurodollar Loans are requested, the length of the initial Interest Period to be applicable to such Ancillary Replacement Borrowing, which shall be a period contemplated by clause (a) of the definition of the term "Interest Period"; and (D) the location and number of the applicable Eligible Borrower's account to which funds are to be disbursedtherefor. (iv) On the Ancillary Facility Termination Date for an Ancillary effective date of termination of the Bilateral Facility, the Global relevant Revolving Facility Lenders shall make Loans composing an Ancillary a Bilateral Replacement Borrowing in an aggregate principal amount equal to the Ancillary Bilateral Facility Repayment amount in accordance with Sections 2.02 and 2.06paragraph (h) of this Section. (v) The Eligible Borrower to which such Ancillary Replacement Borrowing is made shall use the proceeds of such Ancillary the Bilateral Replacement Borrowing solely (i) to repay to the applicable Ancillary Bilateral Lender all Funded Ancillary Bilateral Credit Extensions under such terminated Ancillary the Bilateral Facility and (ii) to deposit cash collateral with such Ancillary the Bilateral Lender in respect of all Unfunded Ancillary Bilateral Credit Extensions under such terminated Ancillary the Bilateral Facility. Each deposit of cash collateral pursuant to this paragraph shall be held by the applicable Global Revolving Facility Lender as collateral for the payment and performance of the obligations of the applicable Foreign Subsidiary UK Borrower in respect of Unfunded Ancillary Bilateral Credit Extensions under such terminated Ancillary the Bilateral Facility. Such Global Revolving Facility The Bilateral Lender shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account; provided that, on the CAM Exchange Date, the Administrative Agent shall assume exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of (i) for so long as an Event of Default shall be continuing, the applicable Global Revolving Facility Lender and (ii) at any other time, the applicable Eligible Borrower, in each case, in Permitted Investments Cash Equivalents and at the risk and expense of such Eligible the Borrower, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the applicable Global Revolving Facility Lender to offset amounts payable in respect of Unfunded Ancillary Bilateral Credit Extensions made under such terminated Ancillary the Bilateral Facility. In the event that after the ancillary Facility Termination Date effective date of termination for an ancillary Facility but prior to the CAM Exchange DateBilateral Facility, an Unfunded Ancillary Bilateral Credit Extension made under such terminated Ancillary the Bilateral Facility shall expire without requiring payment, the portion of the cash collateral deposited hereunder with respect to such expired Unfunded Ancillary Bilateral Credit Extension shall be distributed to the applicable Eligible Borrower.