Terms of Ancillary Facilities. (i) Except as provided below in this Section 2.21, the terms of any Ancillary Facility will be agreed by the relevant Ancillary Lender and the relevant Ancillary Borrower; provided that such terms (A) may only allow the relevant Ancillary Borrower to use the Ancillary Facility, (B) may not permit the amount of Ancillary Outstandings to exceed the Ancillary Commitment, (C) may not allow the Ancillary Commitment of any Ancillary Lender (or its Affiliate) to exceed the unused Revolving Commitments under the applicable Tranche of Revolving Commitments of such Ancillary Lender (or its Affiliate) (before taking into account the effect of the Ancillary Facility on such unused Revolving Commitments), (D) shall require that the Ancillary Commitment in respect of such Ancillary Facility will be reduced to zero, and that all Ancillary Outstandings will be repaid (or Cash Collateralized or otherwise back-stopped in a manner reasonably satisfactory to the relevant Ancillary Lender) on or prior to the latest Maturity Date for the applicable Tranche of the Revolving Commitments (or such date as the Revolving Commitments of the relevant Ancillary Lender (or its Affiliate) are reduced to zero) and (E) shall otherwise be based upon normal commercial terms at the time such Ancillary Facility is entered into (except as varied by this Agreement).
(ii) If there is an inconsistency between any term of any Ancillary Facility and any term of this Agreement, this Agreement shall prevail, except for (A) the sentences of Section 2.08(d) and 4.01 that relate to the computations of fees and interest being made on the basis of a year of a certain number of days, which shall not prevail for purposes of calculating fees, interest, or commission relating to any Ancillary Facility, (B) any Ancillary Facility comprising more than one account, where the terms of the relevant Ancillary Documents shall prevail to the extent required to permit the netting of balances in respect of the relevant accounts and (C) where the relevant term of this Agreement would be contrary to, or inconsistent with, the law governing the relevant Ancillary Document, in which case the relevant term of this Agreement shall be superseded by the terms of the relevant Ancillary Document to the extent necessary to eliminate the subject conflict or inconsistency.
(iii) Notwithstanding anything to the contrary herein, in any other Credit Document or in any Ancillary Document, no breach of any representation, warranty, covena...
Terms of Ancillary Facilities. (a) Except as provided below, the terms of any Ancillary Facility will be those agreed by the Ancillary Lender and the Company.
Terms of Ancillary Facilities. (a) The terms applicable to each Ancillary Facility shall be as agreed between the relevant Ancillary Lender and the relevant Borrower (as set out in the applicable Ancillary Facility Document), provided that:
(i) those terms shall be consistent with this Clause 9 and the details set out in the Ancillary Facility Request;
(ii) utilisations under an Ancillary Facility shall be used only to finance (i) its working capital requirements and/or (ii) its general corporate purposes;
(iii) the rate of interest, fees and other remuneration in respect of the Ancillary Facility shall be based upon the normal market rates and terms from time to time of that Ancillary Lender; and
(iv) cancellation, termination or enforcement of the Ancillary Facility shall only occur as described in Clause 9.8 (Voluntary cancellation of Ancillary Facilities), Clause 11 (Prepayment and cancellation) or Clause 26.16 (Acceleration).
(b) Any material variation to any Ancillary Facility (including any proposed increase or reduction in the Ancillary Commitment) shall be in accordance with and subject to this Clause 9.
(c) An amendment or waiver of any term of an Ancillary Facility shall not require the consent of any Finance Party other than the relevant Ancillary Lender unless the amendment or waiver relates to a matter which would require an amendment to this Agreement. In that case, the provisions of this Agreement relating to amendments and waivers will apply.
(d) In the case of any inconsistency between any term of an Ancillary Facility and any term of this Agreement, this Agreement shall prevail.
Terms of Ancillary Facilities. (a) Except as provided below, the terms of any Ancillary Facility will be those agreed by the Ancillary Lender and the Company.
(b) However, those terms:
(i) must be based upon normal commercial terms at that time (except as varied by this Agreement);
(ii) may allow only Borrowers to use the Ancillary Facility;
(iii) may not allow the Ancillary Outstandings to exceed the Ancillary Commitment;
(iv) may not allow the Ancillary Commitment of a Lender to exceed the Available Commitment with respect to the Revolving Facility of that Lender; and
(v) must ensure that the Ancillary Commitment is reduced to nil, and that all Ancillary Outstandings are repaid not later than the Termination Date for the Revolving Facility.
(c) If there is any inconsistency between any term of an Ancillary Facility and any term of this Agreement, this Agreement shall prevail except for Clause 35.3 (Day Count Convention) which shall not prevail for the purposes of calculating fees, interest or commission relating to an Ancillary Facility other than the fee referred to in paragraph (d) of Clause 9.7 (Interest, Commitment Commission and Fees on Ancillary Facilities).
Terms of Ancillary Facilities. (a) Except as provided below, the terms of any Ancillary Facility will be those agreed by the Ancillary Lender and the Company.
(b) However, those terms:
(i) must be based upon normal commercial terms at that time;
(ii) must only allow Borrowers to use the Ancillary Facility;
(iii) must not allow the Ancillary Outstandings to exceed the Ancillary Commitment;
(iv) may not allow the Ancillary Commitment of a Lender to exceed the Revolving Credit Commitment of that Lender (before reduction on account of the Ancillary Facility); and
(v) must ensure that the Ancillary Commitment is reduced to nil, and that all Ancillary Outstandings are repaid and/or cash-collateralised in full, not later than the Final Revolving Maturity Date.
(c) In the event of any conflict between the terms of an Ancillary Finance Document and any of the other Senior Finance Documents, the terms of the relevant Senior Finance Document shall prevail.
Terms of Ancillary Facilities. The terms on which Ancillary Facilities are made available shall be as set out in the relevant Ancillary Facility Letter. Each Ancillary Facility Letter shall be in a form approved by the Facility Agent (that approval not to be unreasonably withheld or delayed if that Ancillary Facility Letter complies with the requirements of the Senior Finance Documents).
Terms of Ancillary Facilities. (a) Except as provided below, the terms of any Ancillary Facility will be those agreed by the Ancillary Lender and KDG.
(b) However, those terms:
(i) must be based upon normal commercial terms at that time;
(ii) must only allow KDVS to use the Ancillary Facility;
(iii) must not allow the Ancillary Outstandings to exceed the Ancillary Commitment (and if Ancillary Outstandings are calculated on a net basis must not allow the aggregate gross outstandings under the Ancillary Facility to exceed the amount approved by the Facility Agent);
(iv) must not allow the Ancillary Commitment of a Lender to exceed the undrawn B Facility Commitment of that Lender (before reduction on account of the Ancillary Commitment); and
(v) must ensure that the Ancillary Commitment is cancelled, and that all Ancillary Outstandings are repaid or cash-collateralised in full, not later than the Facility B Final Maturity Date.
(c) In the event of any conflict between the terms of an Ancillary Facility Document and any of the other Finance Documents, the terms of the relevant other Finance Document shall prevail.
Terms of Ancillary Facilities. The terms applicable to each Ancillary Facility shall be as agreed between the relevant Ancillary Lender and the relevant Borrower (as set out in the applicable Ancillary Facility Document), provided that:
Terms of Ancillary Facilities and Fronted Ancillary Facilities) is satisfied on the date of this Ancillary Facility Request. [the Company on behalf of [insert name of relevant Borrower]]/[insert name of relevant Borrower]
Terms of Ancillary Facilities. (a) Except as provided below, the terms of an Ancillary Facility will be those agreed by the Ancillary Lender and the Parent.
(b) The terms of any Ancillary Facility:
(i) must be based on normal commercial terms at that time;
(ii) must only allow the Ancillary Facility to be used by (subject to Clause 8.1(b)(i)(A)) Borrowers;
(iii) must not allow the Ancillary Outstandings to exceed the Ancillary Commitments;
(iv) must not allow the Ancillary Commitment of a Lender to exceed the Facility B Commitment of that Lender (before reduction on account of the Ancillary Commitment); and
(v) must ensure that the Ancillary Commitment is reduced to nil, and that all Ancillary Outstandings are repaid or the subject of cash cover in full, not later than the Termination Date in relation to Facility B.
