Common use of Terms of Ancillary Facilities Clause in Contracts

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with, the law governing the relevant Ancillary Document, in which case the relevant term of this Agreement shall be superseded by the terms of the relevant Ancillary Document to the extent necessary to eliminate the subject conflict or inconsistency.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, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11. (iv) Interest, commission and fees of Ancillary Facilities are as set forth in Section 4.01(f).

Terms of Ancillary Facilities. (ia) Except as provided below in this Section 2.21below, the terms of any Ancillary Facility Facility, will be those agreed by the relevant Ancillary Lender and the relevant Ancillary Borrower; provided Company. (b) However, those terms: (i) must be based upon normal commercial terms at that such terms time (Aexcept as varied by this Agreement); (ii) may allow only allow the relevant Borrowers (or Affiliates of Borrowers nominated or, as applicable, deemed pursuant to Clause 7.10 (Affiliates of Borrowers) or, as applicable, Clause 7.1 (Existing Ancillary Borrower Facilities)) to use the Ancillary Facility provided that a Borrower may draw upon an Ancillary Facility, a letter of credit, guarantee or other financial accommodation for the benefit of any member of the Group to the extent agreed with the relevant Ancillary Lender; (Biii) may not permit allow the amount of Ancillary Outstandings to exceed the Ancillary Commitment, ; (Civ) may not allow the Ancillary Commitment of any Ancillary a Lender (or its Affiliate) to exceed the unused Revolving Available Commitment of that Lender (excluding for these purposes any reduction in the Available Commitments under the applicable Tranche of Revolving Commitments of attributable to such Ancillary Lender Commitment); and (or its Affiliatev) (before taking into account the effect of the Ancillary Facility on such unused Revolving Commitments), (D) shall must require that the Ancillary Commitment in respect of such Ancillary Facility will be is reduced to zeronil, and that all Ancillary Outstandings will be are repaid (or Cash Collateralized or otherwise back-stopped cash cover provided in a manner reasonably satisfactory to respect of all the relevant Ancillary LenderOutstandings) on or prior to not later than the latest Maturity Termination Date for the applicable Tranche of the Revolving Commitments (or such earlier date as the Revolving Commitments Commitment of the relevant Ancillary Lender (or its Affiliate) are is 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). (iic) If there is an any inconsistency between any term of any an Ancillary Facility and any term of this Agreement, this Agreement shall prevail, prevail except for (Ai) the sentences of Section 2.08(dClause 36.3 (Day count convention) 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 the purposes of calculating fees, interest, interest or commission relating to any an Ancillary Facility; (ii) an Ancillary Facility, (B) any Ancillary Facility comprising more than one account, account where the terms of the relevant Ancillary Documents governing such Ancillary Facility shall prevail to the extent required to permit the netting of balances in respect of the relevant accounts on those accounts; and (Ciii) where the relevant term of this Agreement would be contrary to, or inconsistent with, the law governing the relevant Ancillary Document, Document governing such Ancillary Facility in which case the relevant that 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 inconsistencynot prevail. (iii) Notwithstanding anything to the contrary herein, in any other Credit Document or in any Ancillary Document, no breach of any representation, warranty, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11. (ivd) Interest, commission and fees of on Ancillary Facilities are as set forth dealt with in Section 4.01(fClause 15.5 (Interest, commission and fees on Ancillary Facilities).

Terms of Ancillary Facilities. (i) Except as provided below in this Section 2.21below, the terms of any Ancillary Facility will be those agreed by the relevant applicable Ancillary Lender and the relevant applicable Ancillary Borrower; provided that such terms (A1) must be based upon normal commercial terms at that time (except as varied by this Agreement); (2) may allow only allow the relevant applicable Ancillary Borrower to use the Ancillary Facility, ; (B3) may not permit allow the amount of Ancillary Outstandings to exceed the Ancillary Commitment, ; (C4) may not allow the Ancillary Commitment of any Ancillary a Lender (or its Affiliate) to exceed the unused Foreign Revolving Commitments under the applicable Tranche Commitment of Revolving Commitments of such Ancillary Lender that Lender; and (or its Affiliate) (before taking into account the effect of the Ancillary Facility on such unused Revolving Commitments), (D5) shall require that the Ancillary Commitment in respect of such Ancillary Facility will shall be reduced to zero, and that all Ancillary Outstandings will shall be repaid (or Cash Collateralized or otherwise back-stopped cash collateralized in a manner reasonably satisfactory acceptable to the relevant applicable Ancillary Lender) on or prior to not later than the latest Maturity Foreign Revolving Commitment Termination Date for the applicable Tranche of the Revolving Commitments (or such earlier date as the Foreign Revolving Commitments Commitment of the relevant Ancillary Lender (or its Affiliate) are is 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 any inconsistency between any term of any an Ancillary Facility and any term of this Agreement, this Agreement shall prevail, prevail except for (Ax) the sentences of Section Sections 2.08(d), 2.08(g), and 2.11(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 the purposes of calculating fees, interest, interest or commission relating to any an Ancillary Facility, ; (By) any an Ancillary Facility comprising more than one account, 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 on those accounts; and (Cz) 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 that 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 inconsistencynot prevail. (iii) Notwithstanding anything to the contrary herein, in any other Credit Document or in any Ancillary Document, no breach of any representation, warranty, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11. (iv) Interest, commission and fees of on Ancillary Facilities are as set forth dealt with in Section 4.01(fSections 2.08(h) and 2.11(e).

Terms of Ancillary Facilities. (ia) Except as provided below in this Section 2.21, the The terms of any applicable to each Ancillary Facility will shall be as agreed by between the relevant Ancillary Lender and the relevant Borrower (as set out in the applicable Ancillary Borrower; Facility Document), provided that such that: (i) those terms (A) may only allow shall be consistent with this Clause 2.2 and the relevant Ancillary Borrower to use details set out in the Ancillary FacilityFacility Request; (ii) utilisations under an Ancillary Facility shall be used only for the general corporate purposes of the Group or, in respect of Chilean Borrowers, to finance direct exports of members of the Group incorporated in Chile; (Biii) may not permit the amount rate of Ancillary Outstandings to exceed the Ancillary Commitmentinterest, (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 fees and other remuneration in respect 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 the normal commercial market rates and terms at from time to time of that Ancillary Lender provided that the time such Margin shall not exceed the Margin payable under Facility B or Facility C as the case may be; and (iv) cancellation, termination or enforcement of the Ancillary Facility is entered into shall only occur as described in Clause 7.8 (except as varied by this AgreementVoluntary cancellation of Ancillary Facilities), Clause 9 (Prepayment and cancellation) or Clause 24.14 (Acceleration). (iib) If there is an 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 7. (c) In the case of any inconsistency between any term of any an Ancillary Facility and any term of this Agreement, this Agreement shall prevail, prevail except for (Ai) the sentences of Section 2.08(dClause 33.3 (Day count convention) 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 the purposes of calculating fees, interest, interest or commission relating to any an Ancillary Facility, ; (Bii) any an Ancillary Facility comprising more than one account, 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 on those accounts (if applicable); and (Ciii) 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 that 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 inconsistencynot prevail. (iii) Notwithstanding anything to the contrary herein, in any other Credit Document or in any Ancillary Document, no breach of any representation, warranty, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11. (iv) Interest, commission and fees of Ancillary Facilities are as set forth in Section 4.01(f).

Terms of Ancillary Facilities. (ia) Except as provided below in this Section 2.21below, the terms of any Ancillary Facility will be those agreed by the relevant Ancillary Lender and the relevant Ancillary Borrower; provided Obligors’ Agent. (b) However, those terms: (i) must be based upon normal commercial terms at that such terms time (Aexcept as varied by this Agreement); (ii) may allow only allow the relevant Ancillary Borrower Borrowers to use the Ancillary Facility, ; (Biii) may not permit allow the amount of Ancillary Outstandings to exceed the Ancillary Commitment, ; (Civ) may not allow the Ancillary Commitment of any Ancillary a Lender (or its Affiliate) to exceed the unused Revolving Commitments under the applicable Tranche Available Commitment of Revolving Commitments of such Ancillary Lender that Lender; and (or its Affiliatev) (before taking into account the effect of the Ancillary Facility on such unused Revolving Commitments), (D) shall must require that the Ancillary Commitment in respect of such Ancillary Facility will be is reduced to zero, and that all Ancillary Outstandings will be are repaid (or Cash Collateralized or otherwise back-stopped cash cover provided in a manner reasonably satisfactory to respect of all the relevant Ancillary LenderOutstandings) on or prior to not later than the latest Maturity Termination Date for the applicable Tranche of the Revolving Commitments (or such earlier date as the Revolving Commitments Commitment of the relevant Ancillary Lender (or its Affiliate) are is 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). (iic) If there is an any inconsistency between any term of any an Ancillary Facility and any term of this Agreement, this Agreement shall prevail, prevail except for (Ai) the sentences of Section 2.08(dClause 34.3 (Day count convention) 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 the purposes of calculating fees, interest, interest or commission relating to any an Ancillary Facility, (Bii) any an Ancillary Facility comprising more than one account, 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 on those accounts, and (Ciii) 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 that 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 inconsistencynot prevail. (iii) Notwithstanding anything to the contrary herein, in any other Credit Document or in any Ancillary Document, no breach of any representation, warranty, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11. (ivd) Interest, commission and fees of on Ancillary Facilities are as set forth dealt with in Section 4.01(fClause 13.5 (Interest, commission and fees on Ancillary Facilities).

Terms of Ancillary Facilities. (ia) Except as provided below in this Section 2.21below, the terms of any Ancillary Facility will be those agreed by the relevant Ancillary Lender and the relevant Ancillary Borrower; provided . (b) However, those terms: (i) must be based upon normal commercial terms at that such terms time (Aexcept as varied by this Agreement); (ii) may allow only allow the relevant Ancillary Borrower Borrowers (or Affiliates of Borrowers nominated pursuant to Clause 6.8 (Affiliates of Borrowers)) to use the Ancillary Facility, ; (Biii) may not permit allow the amount of Ancillary Outstandings to exceed the Ancillary Commitment, ; (Civ) may not allow the Ancillary Available Commitment with respect to the Facility A of any Ancillary that Lender to fall below zero; and (or its Affiliatev) 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 must require that the Ancillary Commitment in respect of such Ancillary Facility will be is reduced to zeronil, and that all Ancillary Outstandings will be are repaid (or Cash Collateralized or otherwise back-stopped cash cover provided in a manner reasonably satisfactory to respect of all the relevant Ancillary LenderOutstandings) not later than on or prior to the latest Maturity Termination Date for the applicable Tranche of the Revolving Commitments Facility A (or such earlier date as the Revolving Commitments Facility A Commitment of the relevant Ancillary Lender (or its Affiliate) are is reduced to zerozero ignoring any reduction of the Facility A Commitment pursuant to paragraph (a) and of Clause 6.2 (E) shall otherwise be based upon normal commercial terms at the time such Ancillary Facility is entered into (except as varied by this AgreementAvailability)). (iic) If there is an any inconsistency between any term of any an Ancillary Facility and any term of this Agreement, this Agreement shall prevail, prevail except for (Ai) the sentences of Section 2.08(dClause 34.3 (Day count convention) 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 the purposes of calculating fees, interest, interest or commission relating to any an Ancillary Facility, (Bii) any an Ancillary Facility comprising more than one account, 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 on those accounts and (Ciii) 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 that 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 inconsistencynot prevail. (iii) Notwithstanding anything to the contrary herein, in any other Credit Document or in any Ancillary Document, no breach of any representation, warranty, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11. (ivd) Interest, commission and fees of on Ancillary Facilities are as set forth dealt with in Section 4.01(fClause 14.3 (Interest, commission and fees on Ancillary Facilities).

Terms of Ancillary Facilities. (i) Except as provided below in this Section 2.212.26, the terms of any Ancillary Facility will be agreed by the relevant Ancillary Lender and the relevant Ancillary Borrower; Revolving Facility Borrower; provided that such terms (A) may only allow the relevant Revolving Facility Borrower or an Affiliate Ancillary Borrower identified by such Revolving Facility Borrower to use the Ancillary Facility, (B) may not permit the amount of Ancillary Outstandings to exceed the Available Ancillary CommitmentCommitment with respect to such Ancillary Facility, (C) may not allow the Ancillary Commitment of any Ancillary Lender (or its Affiliate) to exceed the unused Unused Multicurrency Revolving Commitments under the applicable Tranche of Revolving Commitments Credit Commitment of such Ancillary Lender (or its Affiliate) (before taking into account the effect of the such Ancillary Facility on such unused Unused Multicurrency Revolving CommitmentsCredit Commitment), (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 collateralized or otherwise back-stopped by a letter of credit or otherwise in a manner reasonably satisfactory to the relevant Ancillary Lender, in each case, in an amount equal to 100% of such Ancillary Outstandings) on or prior to the latest applicable Maturity Date for the applicable Tranche such Multicurrency Revolving Lender’s tranche of the Multicurrency Revolving Credit Commitments (or such date as the Multicurrency Revolving Commitments Credit Commitment of the relevant Ancillary Lender (or its AffiliateAffiliates) are is reduced to zero) and (E) shall otherwise be based upon normal commercial terms as determined by the board of the relevant Revolving Facility Borrower (or of the Lead Borrower) and such Ancillary Lender, 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 those terms relating to the computations calculation 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 inconsistencyinconsistency; provided, however, that notwithstanding anything to the contrary herein, (x) no Ancillary Document shall contain any representation or warranty, covenant or event of default that is not set forth in this Agreement (and any such representation or warranty, covenant or event of default not set forth in this Agreement shall be rendered null and void) and (y) all representations and warranties, covenants, events of default, indemnification and similar obligations set forth in any Ancillary Document shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent inconsistent therewith, the relevant Ancillary Documents shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person). (iii) Notwithstanding anything to the contrary herein, in any other Credit Loan Document or in any Ancillary Document, no breach of any representation, warranty, covenant undertaking or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant undertaking or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11Loan Document. (iv) Interest, commission and fees of Ancillary Facilities are as set forth in Section 4.01(f).

Terms of Ancillary Facilities. (i) Except The terms on which Ancillary Facilities are made available shall be as provided below set out in this Section 2.21, the terms of any relevant Ancillary Facility will be agreed Document as amended from time to time by agreement between the relevant Ancillary Lender and Bidco (any such amendment to be promptly notified to the relevant Ancillary Borrower; Facility Agent) provided always that such terms (A) may only allow the relevant Ancillary Borrower following provisions will apply to use the Ancillary Facility, Facilities: (Ba) 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 that no drawing of the Ancillary Facility on such unused Revolving Commitments), (D) shall require that Facilities will be permitted which gives rise to an actual or contingent liability of the relevant Borrower to the Ancillary Commitment Lender which may mature after or otherwise extend beyond the Revolving Facility Maturity Date, provided that in respect of a liability of a Borrower in respect of a letter of credit or guarantee provided under the Ancillary Facilities the expiry date of such letter of credit or guarantee may be a date falling 12 months after the Revolving Facility Maturity Date, provided that on the Revolving Facility Maturity Date such Borrower shall fully collateralise its indemnity obligations under any letter of credit or guarantee provided under the Ancillary Facilities under which a claim may be made after the Revolving Facility Maturity Date; (b) in any circumstances where the relevant Borrower would be obliged to prepay the Revolving Facility it will be reduced to zero, and that all also prepay the Ancillary Outstandings will be repaid Facilities (or Cash Collateralized provide appropriate cash cover) and the Ancillary Facilities shall be cancelled in an amount equal to each amount prepaid or provided as cash cover in accordance with this paragraph (b); (c) that unless the Majority Lenders agree 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 no utilisation of the Revolving Commitments (or such date Ancillary Facilities shall be permitted if as the Revolving Commitments a result 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 Clause 4.2 (Additional Conditions Precedent) the relevant Ancillary Documents shall prevail Borrowers would not be entitled 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 withrequest a Revolving Advance, the law governing issue of a Letter of Credit or Lender Guarantee or the relevant Ancillary Document, renewal of a Letter of Credit in which case the relevant term accordance with Clause 5.8 (Renewal of this Agreement shall be superseded by the terms Letters 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, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11. (iv) Interest, commission and fees of Ancillary Facilities are as set forth in Section 4.01(fCredit).

Terms of Ancillary Facilities. (ia) Except as provided below in this Section 2.21below, the terms of any Ancillary Facility will be those agreed by the relevant Ancillary Lender and the relevant Ancillary Borrower; provided Parent. (b) However, those terms: (i) must be based upon normal commercial terms at that such terms time (Aexcept as varied by this Agreement); (ii) may allow only allow the relevant Ancillary Borrower Borrowers to use the Ancillary Facility, ; (Biii) may not permit allow the amount of Ancillary Outstandings to exceed the Ancillary Commitment, ; (Civ) may not allow the Ancillary Commitment of any Ancillary a Lender (or its Affiliate) to exceed the unused Available Commitment with respect to the Revolving Commitments under the applicable Tranche Facility of Revolving Commitments of such Ancillary Lender that Lender; and (or its Affiliatev) (before taking into account the effect of the Ancillary Facility on such unused Revolving Commitments), (D) shall must require that the Ancillary Commitment in respect of such Ancillary Facility will be is reduced to zeronil, and that all Ancillary Outstandings will be are repaid (or Cash Collateralized or otherwise back-stopped cash cover provided in a manner reasonably satisfactory to respect of all the relevant Ancillary LenderOutstandings) on or prior to not later than the latest Maturity Termination Date for the applicable Tranche of the Revolving Commitments Facility (or such earlier date as the Revolving Commitments Facility Commitment of the relevant Ancillary Lender (or its Affiliate) are is 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). (iic) If there is an any inconsistency between any term of any an Ancillary Facility and any term of this Agreement, this Agreement shall prevail, prevail except for that: (Ai) the sentences of Section 2.08(d2.128 (Day Count Convention) 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 the purposes of calculating fees, interest, interest or commission relating to any an Ancillary Facility, ; (Bii) any where an Ancillary Facility comprising comprises 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 on those accounts; and (C) where iii)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 that 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 inconsistencynot prevail. (iii) Notwithstanding anything to the contrary herein, in any other Credit Document or in any Ancillary Document, no breach of any representation, warranty, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11. (ivd) Interest, commission and fees of on Ancillary Facilities are as set forth dealt with in Section 4.01(f2.92 (Interest, Commission and Fees on Ancillary Facilities).

Terms of Ancillary Facilities. (i) Except as provided below in this Section 2.21below, the terms of any Ancillary Facility will be those agreed by the relevant applicable Ancillary Lender and the relevant applicable Ancillary Borrower; provided that such terms (A1) must be based upon normal commercial terms at that time (except as varied by this Agreement); (2) may allow only allow the relevant applicable Ancillary Borrower to use the Ancillary Facility, ; (B3) may not permit allow the amount of Ancillary Outstandings to exceed the Ancillary Commitment, ; (C4) may not allow the Ancillary Commitment of any Ancillary a Lender (or its Affiliate) to exceed the unused European Revolving Commitments under the applicable Tranche Commitment of Revolving Commitments of such Ancillary Lender that Lender; and (or its Affiliate) (before taking into account the effect of the Ancillary Facility on such unused Revolving Commitments), (D5) shall require that the Ancillary Commitment in respect of such Ancillary Facility will shall be reduced to zero, and that all Ancillary Outstandings will shall be repaid (or Cash Collateralized or otherwise back-stopped cash collateralized in a manner reasonably satisfactory acceptable to the relevant applicable Ancillary Lender) on or prior to not later than the latest Maturity European Revolving Commitment Termination Date for the applicable Tranche of the Revolving Commitments (or such earlier date as the European Revolving Commitments Commitment of the relevant Ancillary Lender (or its Affiliate) are is 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 any inconsistency between any term of any an Ancillary Facility and any term of this Agreement, this Agreement shall prevail, prevail except for (Ax) the sentences of Section Sections 2.08(d), 2.08(g), and 2.11(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 the purposes of calculating fees, interest, interest or commission relating to any an Ancillary Facility, ; (By) any an Ancillary Facility comprising more than one account, 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 on those accounts; and (Cz) 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 that 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 inconsistencynot prevail. (iii) Notwithstanding anything to the contrary herein, in any other Credit Document or in any Ancillary Document, no breach of any representation, warranty, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11. (iv) Interest, commission and fees of on Ancillary Facilities are as set forth dealt with in Section 4.01(fSections 2.08(h) and 2.11(e).

Terms of Ancillary Facilities. (ia) Except as provided below in this Section 2.21below, the terms of any Ancillary Facility will be those agreed by the relevant Ancillary Lender and the relevant Ancillary Borrower; provided Company. (b) However, those terms: (i) must be based upon normal commercial rates and terms at that such terms time (Aexcept as varied by this Agreement); (ii) may allow only allow Borrowers (under the Revolving Facility or the relevant Ancillary Borrower Uncommitted Accordion Revolving Facility (as applicable)) to use the Ancillary Facility, ; (Biii) may not permit allow the amount of Ancillary Outstandings to exceed the Ancillary Commitment, ; (Civ) may not allow the Ancillary Commitment of any Ancillary a Lender (or its Affiliate) to exceed the unused Available Commitment with respect to the Revolving Commitments under Facility or the applicable Tranche relevant Uncommitted Accordion Revolving Facility of Revolving Commitments of such Ancillary Lender that Lender; and (or its Affiliatev) (before taking into account the effect of the Ancillary Facility on such unused Revolving Commitments), (D) shall must require that the Ancillary Commitment in respect of such Ancillary Facility will be is reduced to zeronil, and that all Ancillary Outstandings will be are repaid (or Cash Collateralized or otherwise back-stopped in a manner reasonably satisfactory to not later than the relevant Ancillary Lender) on or prior to the latest Maturity Termination Date for the applicable Tranche of the Revolving Commitments (or such earlier date as the Revolving Commitments Facility Commitment or the relevant Uncommitted Accordion Revolving Facility Commitment of the relevant Ancillary Lender (or its Affiliate) are is 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). (iic) If there is an any inconsistency between any term of any an Ancillary Facility and any term of this Agreement, this Agreement shall prevail, prevail except for (Ai) the sentences of Section 2.08(dclause 37.3 (Day count convention) 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 the purposes of calculating fees, interest, interest or commission relating to any an Ancillary Facility, Facility and (Bii) any an Ancillary Facility comprising more than one account, 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 on those accounts and (Ciii) 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 that 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 inconsistencynot prevail. (iii) Notwithstanding anything to the contrary herein, in any other Credit Document or in any Ancillary Document, no breach of any representation, warranty, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11. (iv) Interest, commission and fees of Ancillary Facilities are as set forth in Section 4.01(f).

Terms of Ancillary Facilities. (ia) Except as provided below in this Section 2.21below, the terms of any Ancillary Facility will be those agreed by the relevant Ancillary Lender and the relevant Ancillary Borrower; provided . (b) However, those terms: (i) must be based upon normal commercial terms at that such terms time (Aexcept as varied by this Agreement); (ii) may allow only allow the relevant Ancillary Borrower Borrowers to use the Ancillary Facility, ; (Biii) may not permit allow the amount of Ancillary Outstandings to exceed the Ancillary Commitment, ; (Civ) may not allow the Ancillary Commitment of any Ancillary a Lender (or its Affiliate) to exceed the unused Revolving Commitments under Available Commitment of that Lender; (v) must be denominated in the applicable Tranche Base Currency (but may, for the avoidance of Revolving Commitments of such Ancillary Lender (or its Affiliate) (before taking into account doubt, be made available in any currency agreed between the effect of relevant Borrower and the Ancillary Facility on such unused Revolving CommitmentsLender), ; and (Dvi) shall must require that the Ancillary Commitment in respect of such Ancillary Facility will be is reduced to zero, and that all Ancillary Outstandings will be are repaid (or Cash Collateralized or otherwise back-stopped cash cover provided in a manner reasonably satisfactory to respect of all the relevant Ancillary LenderOutstandings) on or prior to not later than the latest Maturity Termination Date for the applicable Tranche of the Revolving Commitments Facility (or such earlier date as the Revolving Commitments Commitment of the relevant Ancillary Lender (or its Affiliate) are is 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). (iic) If there is an any inconsistency between any term of any an Ancillary Facility and any term of this Agreement, this Agreement shall prevail, prevail except for (Ai) the sentences of Section 2.08(d34.3(Day count convention) 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 the purposes of calculating fees, interest, interest or commission relating to any an Ancillary Facility, Facility and (Bii) any an Ancillary Facility comprising more than one account, 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 inconsistencyprevail. (iii) Notwithstanding anything to the contrary herein, in any other Credit Document or in any Ancillary Document, no breach of any representation, warranty, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11. (ivd) Interest, commission and fees of on Ancillary Facilities are as set forth dealt with in Section 4.01(fClause 14.4 (Interest, commission and fees on Ancillary Facilities).

Terms of Ancillary Facilities. (i) Except as provided below in this Section 2.21Subsection 2.12, 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 (or Affiliate of the relevant Borrower as provided in Subsection 2.12(h)) to use the Ancillary Facility, (B) may not permit the Euro Equivalent amount of Ancillary Outstandings to exceed the Ancillary CommitmentCommitment with respect to such Ancillary Facility, (C) may not allow the Ancillary Commitment of any Ancillary Lender (or its Affiliate) to exceed the unused Available Revolving Commitments under Commitment (determined for this purpose without taking into account subclause (b)(iii) of the applicable Tranche of Revolving Commitments definition thereof) of such Ancillary Lender (or its Affiliate) (before taking into account the effect of the Ancillary Facility on such unused Revolving Commitments), and (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 cash collateralized or backstopped by a letter of credit or otherwise back-stopped in a manner reasonably satisfactory to the relevant Ancillary Lender, in each case, in an amount equal to 100% of such Ancillary Outstandings) on or prior to the latest Maturity Date for applicable to 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)Lender. (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 daysSubsection 4.6(a), which shall not prevail be superseded by the terms of the relevant Ancillary Documents for purposes of calculating fees, interest, interest or commission relating to any commissions in respect of the relevant 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 Loan Document or in any Ancillary Document, no breach of any representation, warranty, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11Loan Document. (iv) Interest, commission and fees of Ancillary Facilities are as set forth in Section 4.01(f).

Terms of Ancillary Facilities. (ia) Except as provided below in this Section 2.21below, the terms of any Ancillary Facility will be those agreed by the relevant Ancillary Lender and the relevant Ancillary Borrower; provided Company. (b) However, those terms: (i) must be based upon normal commercial terms at that such terms time (Aexcept as varied by this Agreement); (ii) may allow only allow the relevant Ancillary Borrower Borrowers (or Affiliates of Borrowers nominated pursuant to Clause ‎12.8 (Affiliates of Borrowers)) to use the Ancillary Facility, ; (Biii) may not permit allow the amount of Ancillary Outstandings to exceed the Ancillary Commitment, ; (Civ) may not allow the Ancillary Commitment of any Ancillary a Lender (or its Affiliate) to exceed the unused Revolving Commitments under the applicable Tranche Available Commitment of Revolving Commitments of such Ancillary Lender that Lender; and (or its Affiliatev) (before taking into account the effect of the Ancillary Facility on such unused Revolving Commitments), (D) shall must require that the Ancillary Commitment in respect of such Ancillary Facility will be is reduced to zeronil, and that all Ancillary Outstandings will be are repaid (or Cash Collateralized or otherwise back-stopped cash cover provided in a manner reasonably satisfactory to respect of all the relevant Ancillary LenderOutstandings) on or prior to not later than the latest Maturity Termination Date for the applicable Tranche of the Revolving Commitments (or such earlier date as the Revolving Commitments Commitment of the relevant Ancillary Lender (or its Affiliate) are is 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). (iic) If there is an any inconsistency between any term of any an Ancillary Facility and any term of this Agreement, this Agreement shall prevail, prevail except for (Ai) the sentences of Section 2.08(dClause ‎37.3 (Day count convention) 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 the purposes of calculating fees, interest, interest or commission relating to any an Ancillary Facility, ; (Bii) any an Ancillary Facility comprising more than one account, 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 on those accounts; and (Ciii) 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 that 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 inconsistencynot prevail. (iii) Notwithstanding anything to the contrary herein, in any other Credit Document or in any Ancillary Document, no breach of any representation, warranty, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11. (iv) Interest, commission and fees of Ancillary Facilities are as set forth in Section 4.01(f).

Terms of Ancillary Facilities. (ia) Except as provided below in this Section 2.21below, the terms of any Ancillary Facility will be those agreed by the relevant Ancillary Lender and the relevant Ancillary Borrower; provided that such Company. (b) However, those terms (Aexcept in relation to the Existing Ancillary Facility): (i) must be based upon normal commercial terms at that time (except as varied by this agreement); (ii) may allow only allow the relevant Ancillary Borrower Borrowers (or Affiliates of Borrowers nominated pursuant to clause 6.8 (Affiliates of Borrowers)) to use the Ancillary Facility, ; (Biii) may not permit allow the amount of Ancillary Outstandings to exceed the Ancillary Commitment, ; (Civ) may not allow the Ancillary Commitment of any Ancillary a Lender (or its Affiliate) to exceed the unused Revolving Available Commitment with respect to the Facility of that Lender; (v) must not cause the Aggregate Ancillary Commitments under the applicable Tranche of Revolving Commitments of such to exceed U.S.$120,000,000 (as calculated by that Ancillary Lender Lender); and (or its Affiliatevi) (before taking into account the effect of the Ancillary Facility on such unused Revolving Commitments), (D) shall must require that the Ancillary Commitment in respect of such Ancillary Facility will be is reduced to zeronil, and that all Ancillary Outstandings will be are repaid (or Cash Collateralized or otherwise back-stopped cash cover provided in a manner reasonably satisfactory to respect of all the relevant Ancillary LenderOutstandings) on or prior to not later than the latest Maturity Termination Date for the applicable Tranche of the Revolving Commitments Facility (or such earlier date as the Revolving Commitments Commitment of the relevant Ancillary Lender (or its Affiliate) are is 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). (iic) If there is an any inconsistency between any term of any an Ancillary Facility (other than the Existing Ancillary Facility) and any term of this Agreementagreement, this Agreement agreement shall prevail, prevail except for for: (Ai) the sentences of Section 2.08(dclause 33.3 (Day Count Convention) 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 the purposes of calculating fees, interest, interest or commission relating to any an Ancillary Facility, ; and (Bii) any an Ancillary Facility comprising more than one account, 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 inconsistencyprevail. (iii) Notwithstanding anything to the contrary herein, in any other Credit Document or in any Ancillary Document, no breach of any representation, warranty, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11. (ivd) Interest, commission and fees of on Ancillary Facilities (other than the Existing Ancillary Facility) are as set forth dealt with in Section 4.01(fclause 13.5 (Interest, Commission and Fees on Ancillary Facilities).

Terms of Ancillary Facilities. (i) Except as provided below in this Section 2.21below, the terms of any Ancillary Facility will be those agreed by the relevant Ancillary Lender Borrower and the relevant Ancillary BorrowerLender. However, those terms: (i) must be based upon market commercial terms at that time (except as varied by this Agreement); provided that such terms (Aii) may allow only allow the relevant Borrowers (or Subsidiary Ancillary Borrower Borrower(s) nominated pursuant to Section 2.16(k) hereof) to use the such Ancillary Facility, (Biii) may not permit allow the amount of Ancillary Outstandings under such Ancillary Facility to exceed the Ancillary CommitmentCommitment applicable to such Ancillary Facility, (Civ) may not allow the Ancillary Commitment of any Ancillary a Revolving Credit Lender (or its Affiliate) to exceed the unused Revolving Commitments under the applicable Tranche of Revolving Commitments Available Commitment of such Ancillary Lender Revolving Credit Lender; and (or its Affiliatev) (before taking into account the effect of the Ancillary Facility on such unused Revolving Commitments), (D) shall must 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 prepaid not later than the relevant Ancillary Lender) on or prior to the latest Revolving Credit Maturity Date for the applicable Tranche of the Revolving Commitments (or such earlier date as the Revolving Commitments Credit Commitment of the relevant Ancillary Lender (or its Affiliate) are is 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 any conflict between any term of any an Ancillary Facility and any term of this Agreement, this Agreement shall prevail, prevail except for (Ai) the sentences of Section 2.08(d) and 4.01 that relate those terms relating to the computations calculating, and rate and time for payment, 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, interest or commission and other remuneration relating to any an Ancillary Facility, (Bii) any an Ancillary Facility comprising more than one account, account where the terms of the relevant Ancillary Documents Facility shall prevail (to the extent required to permit the netting of balances in respect of the relevant accounts on those accounts) and (Ciii) 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 that 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 inconsistencynot prevail. (iii) Notwithstanding anything to the contrary herein, in any other Credit Document or in any Ancillary Document, no breach of any representation, warranty, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11. (iv) Interest, commission and fees of Ancillary Facilities are as set forth in Section 4.01(f).

Terms of Ancillary Facilities. (i) 7.3.1 Except as provided below in this Section 2.21below, the terms of any Ancillary Facility will be those agreed by the relevant Ancillary Lender and the relevant Ancillary Borrower; provided Parent. 7.3.2 However, those terms:- (a) must be based upon normal commercial terms at that such terms time (Aexcept as varied by this Agreement); (b) may allow only allow the relevant Ancillary Borrower Borrowers (or Subsidiaries of Borrowers nominated pursuant to Clause 7.9 (Subsidiaries of Borrowers)) to use the Ancillary Facility, ; (Bc) may not permit allow the amount of Ancillary Outstandings to exceed the Ancillary Commitment, ; (Cd) may not allow the Ancillary Commitment of any Ancillary a Lender (or its Affiliate) to exceed the unused Revolving Commitments under Available Commitment with respect to the applicable Tranche Facility of Revolving Commitments of such Ancillary Lender that Lender; and (or its Affiliatee) (before taking into account the effect of the Ancillary Facility on such unused Revolving Commitments), (D) shall must require that the Ancillary Commitment in respect of such Ancillary Facility will be is reduced to zeronil, and that all Ancillary Outstandings will be are repaid (or Cash Collateralized or otherwise back-stopped cash cover provided in a manner reasonably satisfactory to respect of all the relevant Ancillary LenderOutstandings) on or prior to not later than the latest Maturity Termination Date for the applicable Tranche of the Revolving Commitments Facility (or such earlier date as the Revolving Commitments Commitment of the relevant Ancillary Lender (or its Affiliate) are is 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) 7.3.3 If there is an any inconsistency between any term of any an Ancillary Facility and any term of this Agreement, this Agreement shall prevail, prevail except for (Ai) the sentences of Section 2.08(dClause 38.3 (Day count convention) 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 the purposes of calculating fees, interest, interest or commission relating to any an Ancillary Facility, ; (Bii) any an Ancillary Facility comprising more than one account, 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 on those accounts; and (Ciii) 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 that 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 inconsistencynot prevail. (iii) Notwithstanding anything to the contrary herein, in any other Credit Document or in any Ancillary Document, no breach of any representation, warranty, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11. (iv) 7.3.4 Interest, commission and fees of on Ancillary Facilities are as set forth dealt with in Section 4.01(fClause 15.5 (Interest, commission and fees on Ancillary Facilities).

Terms of Ancillary Facilities. (i) Except as provided below in this Section 2.21below, the terms of any Ancillary Facility will be those agreed by the relevant applicable Ancillary Lender and the relevant applicable Ancillary Borrower; provided that such terms (A1) must be based upon normal commercial terms at that time (except as varied by this Agreement); (2) may allow only allow the relevant applicable Ancillary Borrower to use the Ancillary Facility, ; (B3) may not permit allow the amount of Ancillary Outstandings to exceed the Ancillary Commitment, ; (C4) may not allow the Ancillary Commitment of any Ancillary a Lender (or its Affiliate) to exceed the unused Foreign Revolving Commitments under the applicable Tranche Commitment of Revolving Commitments of such Ancillary Lender that Lender; and (or its Affiliate) (before taking into account the effect of the Ancillary Facility on such unused Revolving Commitments), (D5) shall require that the Ancillary Commitment in respect of such Ancillary Facility will shall be reduced to zero, and that all Ancillary Outstandings will shall be repaid (or Cash Collateralized or otherwise back-stopped cash collateralized in a manner reasonably satisfactory acceptable to the relevant applicable Ancillary Lender) on or prior to not later than the latest Maturity Foreign Revolving Commitment Termination Date for the applicable Tranche of the Revolving Commitments (or such earlier date as the Foreign Revolving Commitments Commitment of the relevant Ancillary Lender (or its Affiliate) are is 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 any inconsistency between any term of any an Ancillary Facility and any term of this Agreement, this Agreement shall prevail, prevail except for (Ax) the sentences of Section Sections 2.08(d), 2.08(g), and 2.11(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 the purposes of calculating fees, interest, interest or commission relating to any an Ancillary Facility, ; (By) any an Ancillary Facility comprising more than one account, 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 on those accounts; | || and (Cz) 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 that 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 inconsistencynot prevail. (iii) Notwithstanding anything to the contrary herein, in any other Credit Document or in any Ancillary Document, no breach of any representation, warranty, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11. (iv) Interest, commission and fees of on Ancillary Facilities are as set forth dealt with in Section 4.01(fSections 2.08(h) and 2.11(e).

Terms of Ancillary Facilities. (ia) Except as provided below in this Section 2.21below, the terms of any Ancillary Facility will be those agreed by the relevant Ancillary Lender and the relevant Ancillary Borrower; provided Company. (b) However, those terms: (i) must be based upon normal commercial rates and terms at that such terms time (Aexcept as varied by this Agreement); (ii) may allow only allow Borrowers (or Affiliates of Borrowers nominated pursuant to clause 7.9) (under the Revolving Facility or the relevant Ancillary Borrower Uncommitted Accordion Revolving Facility (as applicable)) to use the Ancillary Facility, ; (Biii) may not permit allow the amount of Ancillary Outstandings to exceed the Ancillary Commitment, ; (Civ) may not allow the Ancillary Commitment of any Ancillary a Lender (or its Affiliate) to exceed the unused Available Commitment with respect to the Revolving Commitments under Facility or the applicable Tranche relevant Uncommitted Accordion Revolving Facility of Revolving Commitments of such Ancillary Lender that Lender; and (or its Affiliatev) (before taking into account the effect of the Ancillary Facility on such unused Revolving Commitments), (D) shall must require that the Ancillary Commitment in respect of such Ancillary Facility will be is reduced to zeronil, and that all Ancillary Outstandings will be are repaid (or Cash Collateralized or otherwise back-stopped in a manner reasonably satisfactory to not later than the relevant Ancillary Lender) on or prior to the latest Maturity Termination Date for the applicable Tranche of the Revolving Commitments (or such earlier date as the Revolving Commitments Facility Commitment or the relevant Uncommitted Accordion Revolving Facility Commitment of the relevant Ancillary Lender (or its Affiliate) are is 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). (iic) If there is an any inconsistency between any term of any an Ancillary Facility and any term of this Agreement, this Agreement shall prevail, prevail except for (Ai) the sentences of Section 2.08(dclause 37.3 (Day count convention) 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 the purposes of calculating fees, interest, interest or commission relating to any an Ancillary Facility, Facility and (Bii) any an Ancillary Facility comprising more than one account, 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 on those accounts and (Ciii) 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 that 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 inconsistencynot prevail. (iii) Notwithstanding anything to the contrary herein, in any other Credit Document or in any Ancillary Document, no breach of any representation, warranty, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11. (iv) Interest, commission and fees of Ancillary Facilities are as set forth in Section 4.01(f).

Terms of Ancillary Facilities. (i) Except as provided below in this Section 2.21below, the terms of any Ancillary Facility will be those agreed by the relevant applicable Ancillary Lender and the relevant applicable Ancillary Borrower; provided that such terms (A1) must be based upon normal commercial terms at that time (except as varied by this Agreement); (2) may allow only allow the relevant applicable Ancillary Borrower to use the Ancillary Facility, ; (B3) may not permit allow the amount of Ancillary Outstandings to exceed the Ancillary Commitment, ; (C4) may not allow the Ancillary Commitment of any Ancillary a Lender (or its Affiliate) to exceed the unused European Revolving Commitments under the applicable Tranche Commitment of Revolving Commitments of such Ancillary Lender that Lender; and (or its Affiliate) (before taking into account the effect of the Ancillary Facility on such unused Revolving Commitments), (D5) shall require that the Ancillary Commitment in respect of such Ancillary Facility will shall be reduced to zero, and that all Ancillary Outstandings will shall be repaid (or Cash Collateralized or otherwise back-stopped cash collateralized in a manner reasonably satisfactory acceptable to the relevant applicable Ancillary Lender) on or prior to not later than the latest Maturity European Revolving Commitment Termination Date for the applicable Tranche of the Revolving Commitments (or such earlier date as the European Revolving Commitments Commitment of the relevant Ancillary Lender (or its Affiliate) are is 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 any inconsistency between any term of any an Ancillary Facility and any term of this Agreement, this Agreement shall prevail, prevail except for (Ax) the sentences of Section Sections 2.08(d), 2.08(g), and 2.11(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 the purposes of calculating fees, interest, interest or commission relating to any an Ancillary Facility, ; (By) any an Ancillary Facility comprising more than one account, 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 on those accounts; and (Cz) where the relevant term of this NY\5627635.16 Agreement would be contrary to, or inconsistent with, the law governing the relevant Ancillary Document, in which case the relevant that 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 inconsistencynot prevail. (iii) Notwithstanding anything to the contrary herein, in any other Credit Document or in any Ancillary Document, no breach of any representation, warranty, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11. (iv) Interest, commission and fees of on Ancillary Facilities are as set forth dealt with in Section 4.01(fSections 2.08(h) and 2.11(e).

Terms of Ancillary Facilities. (i) Except as provided below in this Section 2.21clause (ii) below, the terms of any Ancillary Facility will be those agreed by the relevant Ancillary Lender and the relevant Ancillary Borrower; provided that such Parent. (ii) However, those terms (A) may only allow to the relevant Ancillary Borrower extent relating to use the rate of interest, fees and other remuneration in respect of that Ancillary Facility, must be based upon the normal market rates and terms at that time of that Ancillary Facility Lender; (B) may not permit the amount only allow Revolving Facility Borrowers (or Affiliates of Revolving Facility Borrowers nominated pursuant to Section 2.19(i)) to use that Ancillary Outstandings to exceed the Ancillary Commitment, Facility; (C) may not allow the Ancillary Commitment of any Ancillary Lender (or its Affiliate) Outstandings to exceed the unused Revolving Commitments Ancillary Commitment under the applicable Tranche of Revolving Commitments of such that Ancillary Lender (or its Affiliate) (before taking into account the effect of the Ancillary Facility on such unused Revolving Commitments), Facility; (D) shall may not allow the Ancillary Commitment of a Lender to exceed the Commitment with respect to the Revolving Facility of that Lender; and (E) must require that the Ancillary Commitment in respect of such Ancillary Facility will be is reduced to zeronil, and that all Ancillary Outstandings will be are repaid (or Cash Collateralized or otherwise back-stopped cash cover is provided in a manner reasonably satisfactory to respect of all the relevant Ancillary LenderOutstandings) on or prior to not later than the latest Maturity Termination Date for the applicable Tranche of the Revolving Commitments Facility (or such earlier date as the Revolving Commitments Facility Commitment of the relevant Ancillary Lender (or its Affiliate) are is 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). (iiiii) If there is an any inconsistency between any term of any an Ancillary Facility and any term of this Agreement, this Agreement shall prevail, prevail except for (Ai) 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 an Ancillary Facility comprising more than one account, account where the terms of the relevant Ancillary Documents shall prevail to the extent required necessary to permit the netting of balances in respect of the relevant accounts on those accounts; and (Cii) 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 that 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, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11not prevail. (iv) Interest, commission and fees of on Ancillary Facilities are as set forth dealt with in Section 4.01(f2.19(m).

Terms of Ancillary Facilities. (ia) Except as provided below in this Section 2.21below, the terms of any Ancillary Facility will be those agreed by the relevant Ancillary Lender and the relevant Ancillary Borrower; provided . (b) However, those terms: (i) must be based upon normal commercial terms at that such terms time (Aexcept as varied by this Agreement); (ii) may allow only allow the relevant Ancillary Borrower Borrowers (or Affiliates of Borrowers nominated pursuant to Clause 8.8 (Affiliates of Borrowers)) to use the Ancillary Facility, ; (Biii) may not permit allow the amount of Ancillary Outstandings to exceed the Ancillary Commitment, ; (Civ) may not allow the Ancillary Available Commitment with respect to the Facility A of any Ancillary that Lender to fall below zero; and (or its Affiliatev) 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 must require that the Ancillary Commitment in respect of such Ancillary Facility will be is reduced to zeronil, and that all Ancillary Outstandings will be are repaid (or Cash Collateralized or otherwise back-stopped cash cover provided in a manner reasonably satisfactory to respect of all the relevant Ancillary LenderOutstandings) not later than on or prior to the latest Maturity Termination Date for the applicable Tranche of the Revolving Commitments Facility A (or such earlier date as the Revolving Commitments Facility A Commitment of the relevant Ancillary Lender (or its Affiliate) are is reduced to zerozero ignoring any reduction of the Facility A Commitment pursuant to paragraph (a) and of Clause 8.2 (E) shall otherwise be based upon normal commercial terms at the time such Ancillary Facility is entered into (except as varied by this AgreementAvailability)). (iic) If there is an any inconsistency between any term of any an Ancillary Facility and any term of this Agreement, this Agreement shall prevail, prevail except for (Ai) the sentences of Section 2.08(dClause 36.3 (Day count convention) 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 the purposes of calculating fees, interest, interest or commission relating to any an Ancillary Facility, (Bii) any an Ancillary Facility comprising more than one account, 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 on those accounts and (Ciii) 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 that 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 inconsistencynot prevail. (iii) Notwithstanding anything to the contrary herein, in any other Credit Document or in any Ancillary Document, no breach of any representation, warranty, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11. (ivd) Interest, commission and fees of on Ancillary Facilities are as set forth dealt with in Section 4.01(fClause 16.4 (Interest, commission and fees on Ancillary Facilities).

Terms of Ancillary Facilities. (i) Except as provided below in this Section 2.21clause (ii) below, the terms of any Ancillary Facility will be those agreed by the relevant Ancillary Lender and the relevant Ancillary Borrower; provided that such Parent. (ii) However, those terms (A) may only allow to the relevant Ancillary Borrower extent relating to use the rate of interest, fees and other remuneration in respect of that Ancillary Facility, must be based upon the normal market rates and terms at that time of that Ancillary Facility Lender; (B) may not permit the amount only allow Revolving Facility Borrowers (or Affiliates of Revolving Facility Borrowers nominated pursuant to Section 2.19(i)) to use that Ancillary Outstandings to exceed the Ancillary Commitment, Facility; (C) may not allow the Ancillary Commitment of any Ancillary Lender (or its Affiliate) Outstandings to exceed the unused Revolving Commitments Ancillary Commitment under the applicable Tranche of Revolving Commitments of such that Ancillary Lender (or its Affiliate) (before taking into account the effect of the Ancillary Facility on such unused Revolving Commitments), Facility; (D) shall may not allow the Ancillary Commitment of a Lender to exceed the Commitment with respect to the Revolving Facility of that Lender; and (E) must require that the Ancillary Commitment in respect of such Ancillary Facility will be is reduced to zeronil, and that all Ancillary Outstandings will be are repaid (or Cash Collateralized or otherwise back-stopped cash cover is provided in a manner reasonably satisfactory to respect of all the relevant Ancillary LenderOutstandings) on or prior to not later than the latest Maturity Termination Date for the applicable Tranche of the Revolving Commitments Facility (or such earlier date as the Revolving Commitments Facility Commitment of the relevant Ancillary Lender (or its Affiliate) are is 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). (iiiii) If there is an any inconsistency between any term of any an Ancillary Facility and any term of this Agreement, this Agreement shall prevail, prevail except for (Ai) 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 an Ancillary Facility comprising more than one account, account where the terms of the relevant Ancillary Documents shall prevail to the extent required necessary to permit the netting of balances in respect of the relevant accounts on those accounts; and (Cii) 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 that 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, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11. not prevail. (iv) Interest, commission and fees of on Ancillary Facilities are as set forth dealt with in Section 4.01(f2.19(m).

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 CommitmentCommitment with respect to such Ancillary Facility, (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 Credit Commitment of such Ancillary Lender (or its Affiliate) (before taking into account the effect of the Ancillary Facility on such unused the Revolving Credit 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 cash collateralized or otherwise back-stopped by a letter of credit or otherwise in a manner reasonably satisfactory to the relevant Ancillary Lender, in each case, in an amount equal to 105% of such Ancillary Outstandings or such lesser amount as the applicable Ancillary Lender may agree) on or prior to the latest 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) Credit Loans 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(d2.10(a) 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 Loan Document or in any Ancillary Document, no breach of any representation, warranty, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Loan Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 118.01. (iv) Interest, commission and fees of Ancillary Facilities are as set forth dealt with in Section 4.01(f2.09(c).

Terms of Ancillary Facilities. (ia) Except as provided below in this Section 2.21paragraph (b) below, the terms of any Ancillary Facility will be those agreed by the relevant Ancillary Lender and the relevant Parent. (b) However, those terms: (i) to the extent relating to the rate of interest, fees and other remuneration in respect of that Ancillary Borrower; provided Facility, must be based upon normal commercial terms of that such terms Ancillary Lender at that time (Aexcept as varied by this Agreement); (ii) may allow only allow the relevant Ancillary Borrower Borrowers (or Affiliates of Borrowers nominated pursuant to Clause 9.10 (Affiliates of Borrowers)) to use the Ancillary Facility, ; (Biii) may not permit allow the amount of Ancillary Outstandings of a Lender to exceed the Ancillary Commitment, Commitment of that Lender; (Civ) may not allow the Ancillary Commitment of any Ancillary a Lender (or its Affiliate) to exceed the unused Revolving Commitments under the applicable Tranche Available Commitment of Revolving Commitments of such Ancillary that Lender (or its Affiliateas reduced by a pro rata amount of any reduction to the Available Facility for the purposes of Clauses 5.3(b) (before taking into account the effect of the Ancillary Facility on such unused Revolving CommitmentsCurrency and amount) and 6.4(b) (Currency and amount) pursuant to Clause 27.15(a) (Recourse Factoring), ); and (Dv) shall must require that the Ancillary Commitment in respect of such Ancillary Facility will be is reduced to zeronil, and that all Ancillary Outstandings will be are repaid (or Cash Collateralized or otherwise back-stopped cash cover provided in a manner reasonably satisfactory to respect of all the relevant Ancillary LenderOutstandings) on or prior to not later than the latest Maturity Termination Date for the applicable Tranche of the Revolving Commitments (or such earlier date as the Revolving Commitments Commitment of the relevant Ancillary Lender (or its Affiliate) are is 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). (iic) If there is an any inconsistency between any term of any an Ancillary Facility and any term of this Agreement, this Agreement shall prevail, prevail except for for: (Ai) the sentences of Section 2.08(dClause 38.3 (Day count convention) 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 the purposes of calculating fees, interest, interest or commission relating to any an Ancillary Facility, ; (Bii) any an Ancillary Facility comprising more than one account, 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 on those accounts; and (Ciii) 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 that 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 inconsistencynot prevail. (iii) Notwithstanding anything to the contrary herein, in any other Credit Document or in any Ancillary Document, no breach of any representation, warranty, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11. (ivd) Interest, commission and fees of on Ancillary Facilities are as set forth dealt with in Section 4.01(fClause 17.7 (Interest, commission and fees on Ancillary Facilities).

Terms of Ancillary Facilities. (ia) Except as provided below in this Section 2.21below, the terms of any Ancillary Facility will be those agreed by the relevant Ancillary Lender and the relevant Ancillary Borrower; provided that such terms Company. (Ab) However, those terms: (i) must be based upon usual commercial practice; (ii) may allow only allow the relevant Ancillary Borrower Borrowers (or Affiliates of Borrowers nominated pursuant to Clause 9.8 (Affiliates of Borrowers)) to use the Ancillary Facility, ; (Biii) may not permit allow the amount of Ancillary Outstandings to exceed the Ancillary Commitment, ; (Civ) may not allow the Ancillary Commitment of any Ancillary a Lender (or its Affiliate) to exceed the unused Revolving Commitments under Available Commitment of that Lender with respect to the applicable Tranche of Revolving Commitments of such Ancillary Lender (or its Affiliate) (before taking into account relevant Facility at the effect time of the establishment of the relevant Ancillary Facility on such unused Revolving Commitments), Facility; and (Dv) shall must require that the Ancillary Commitment in respect of such Ancillary Facility will be is reduced to zeronil, and that all Ancillary Outstandings will be are repaid (or Cash Collateralized cash cover is provided or otherwise back-stopped in a manner reasonably satisfactory to other arrangements are agreed between the Company and the relevant Ancillary LenderLender in respect of the Ancillary Outstandings) on or prior to not later than the latest Final Maturity Date for the applicable Tranche of the Revolving Commitments (or such earlier date as the Revolving Commitments Commitment of the relevant Ancillary Lender (or its Affiliate) are is 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). (iic) If there is an any inconsistency between any term of any an Ancillary Facility and any term of this Agreement, this Agreement shall prevail, prevail except for (Ai) the sentences of Section 2.08(dClause 37.3 (Day count convention) 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 the purposes of calculating fees, interest, interest or commission relating to any an Ancillary Facility, Facility and (Bii) any an Ancillary Facility comprising more than one account, 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 inconsistencyprevail. (iii) Notwithstanding anything to the contrary herein, in any other Credit Document or in any Ancillary Document, no breach of any representation, warranty, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11. (ivd) Interest, commission and fees of on Ancillary Facilities are shall be agreed as set forth out in Section 4.01(fClause 15.9 (Interest, commission and fees on Ancillary Facilities).

Terms of Ancillary Facilities. (ia) Except as provided below in this Section 2.21below, the terms of any Ancillary Facility will be those agreed by the relevant Ancillary Lender and the relevant Ancillary Borrower; provided Company. b) However, those terms: (i) must be based upon normal commercial terms at that such terms time (Aexcept as varied by this Agreement); (ii) may allow only allow the relevant Ancillary Borrower Borrowers to use the Ancillary Facility, ; (Biii) may not permit allow the amount of Ancillary Outstandings to exceed the Ancillary Commitment, ; (Civ) may not allow the Ancillary Commitment of any Ancillary a Lender (or its Affiliate) to exceed the unused Revolving Commitments under the applicable Tranche Available Commitment of Revolving Commitments of such Ancillary that Lender (or its Affiliate) (before taking into account the effect of the Ancillary Facility on such unused Revolving Commitmentsthat Available Commitment), ; (Dv) shall must require that the Ancillary Commitment in respect of such Ancillary Facility will be is reduced to zero, and that all Ancillary Outstandings will be are repaid (or Cash Collateralized or otherwise back-stopped cash cover provided in a manner reasonably satisfactory to respect of all the relevant Ancillary LenderOutstandings) on or prior to not later than the latest Maturity Termination Date for the applicable Tranche of the Revolving Commitments (or such earlier date as the Revolving Commitments Commitment of the relevant Ancillary Lender (or its Affiliate) are is reduced to zero); and (vi) and (E) shall otherwise be based upon normal commercial terms at must include adequate provisions relating to Sanctions Laws that are administered, enacted and/or enforced by the time such regulators and/or sanctions authorities in the country of jurisdiction of the relevant Borrower and/or the relevant Ancillary Facility is entered into (except as varied by this Agreement)Lender. (iic) If there is an any inconsistency between any term of any an Ancillary Facility and any term of this Agreement, this Agreement shall prevail, prevail except for for: (Ai) the sentences of Section 2.08(dClause 35.2 (Day count convention) 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 the purposes of calculating fees, interest, interest or commission relating to any an Ancillary Facility, ; and (Bii) any an Ancillary Facility comprising more than one accountthat is a Multi-account Overdraft Facility, 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 prevail; and (Ciii) 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 that 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 inconsistencynot prevail. (iii) Notwithstanding anything to the contrary herein, in any other Credit Document or in any Ancillary Document, no breach of any representation, warranty, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11. (ivd) Interest, commission and fees of on Ancillary Facilities are as set forth dealt with in Section 4.01(fClause 13.4 (Interest, commission and fees on Ancillary Facilities).

Terms of Ancillary Facilities. (i) Except as provided below in this Section 2.21below, the terms of any Ancillary Facility will be those agreed by the relevant Ancillary Lender and the relevant Ancillary Foreign Borrower; provided provided, that such terms (A) must be based upon normal commercial terms at that time (except as varied by this Agreement); (B) may allow only allow the relevant Ancillary Foreign 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) Outstandings 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), Commitment; and (D) shall require that the Ancillary Commitment in respect of such Ancillary Facility will shall be reduced to zero, and that all Ancillary Outstandings will shall be repaid (or Cash Collateralized or otherwise back-stopped cash collateralized in a manner reasonably satisfactory acceptable to the relevant applicable Ancillary Lender) on or prior to the latest Maturity Date for the applicable Tranche of not later than the Revolving Commitments Commitment Termination Date (or such earlier date as the Revolving Commitments Commitment of the relevant Ancillary Lender (or its Affiliate) are is 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 any inconsistency between any term of any an Ancillary Facility and any term of this Agreement, this Agreement shall prevail, 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 the purposes of calculating fees, interest, interest or commission relating to any an Ancillary Facility, ; (B) any an Ancillary Facility comprising more than one account, 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 on those 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 that 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 inconsistencynot prevail. (iii) Notwithstanding anything Interest, commission and fees on Ancillary Facilities are dealt with in Sections 2.08(f) and 2.11(d). (d) Repayment of Ancillary Facilities. 101 (i) An Ancillary Facility shall cease to be available on the Revolving Commitment Termination Date or such earlier date on which its expiration occurs or on which it is cancelled in accordance with the terms of this Agreement. (ii) If an Ancillary Facility expires in accordance with its terms, the Ancillary Commitment of the Ancillary Lender shall be reduced to zero (and such Lender’s Revolving Commitment shall be increased accordingly). (iii) No Ancillary Lender may demand repayment or prepayment of any amounts or demand cash 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 contrary herein, extent required to bring any gross outstandings down to the net limit) unless (A) the Revolving Commitments have been cancelled in any other Credit Document or in any Ancillary Document, no breach of any representation, warranty, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitutefull, or result in, a breach all outstanding applicable Revolving Loans have become due and payable in accordance with the terms of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or the Administrative Agent has declared all outstanding applicable Revolving Loans immediately due and payable, or the expiration date of the Ancillary Facility occurs; (B) 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 (C) the Ancillary Outstandings (if any) under that Ancillary Facility can be refinanced by an applicable Revolving Loan and the Ancillary Lender gives sufficient notice to enable an applicable Revolving Loan to be made to refinance those Ancillary Outstandings. (iv) For the purposes of determining whether or not the Ancillary Outstandings under an Ancillary Facility mentioned in clause (d)(iii)(C) above can be refinanced by an applicable Revolving Loan, (A) the Revolving Commitment of the Ancillary Lender will be increased by the amount of its Ancillary Commitment; and (B) the applicable Revolving Loan may (so long as clause (d)(iii)(A) above does not apply) be made irrespective of whether a Default or Event of Default under Section 11is 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 the Foreign Borrower shall have delivered a Borrowing Notice. (ivv) InterestOn the making of a Revolving Loan to refinance Ancillary Outstandings, commission (A) each Lender will participate in such Revolving Loan on a pro rata basis in accordance with its respective Revolving Commitment (as determined by the Administrative Agent); and fees (B) the relevant Ancillary Facility shall be cancelled. (vi) 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 Ancillary Facilities are 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 applicable regulatory authorities as set forth in Section 4.01(f).netted for capital adequacy purposes. 102

Terms of Ancillary Facilities. (ia) Except as provided below below, or save as provided otherwise in this Section 2.21relation to a Fronted Ancillary Facility, the terms of any Ancillary Facility will be those agreed by the relevant Ancillary Lender and the relevant Obligors’ Agent or in the case of a Fronted Ancillary Borrower; provided Facility, as agreed by the Fronting Ancillary Lender and the Obligors’ Agent. (b) However, those terms: (i) must be based upon normal commercial terms at that such terms time (Aexcept as varied by this Agreement); (ii) may allow only allow the relevant Ancillary Borrower Borrowers (or Affiliates of Borrowers nominated pursuant to Clause 8.9 (Affiliates of Borrowers)) to use the Ancillary Facility or Fronted Ancillary Facility, as the case may be; (Biii) may not permit allow the amount of Ancillary Outstandings to exceed the aggregate of the Ancillary CommitmentCommitment or the aggregate of the Fronted Revolving Commitments relating to the relevant Ancillary Facility or Fronted Ancillary Facility, as the case may be; (Civ) may not allow the Ancillary Commitment of any Ancillary a Lender (or its Affiliate) to exceed the unused Revolving Commitments under the applicable Tranche Available Commitment of Revolving Commitments of such Ancillary that 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 with 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 LenderRevolving Facility; and (v) on or prior may not allow the Fronted Revolving Commitment of a Lender to exceed the Available Commitment of that Lender with respect to the latest Maturity Date for the applicable Tranche of the relevant 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)Facility. (iic) If there is an any inconsistency between any term of any an Ancillary Facility or a Fronted Ancillary Facility, as the case may be, and any term of this Agreement, this Agreement shall prevail, prevail except for Clause 32.3 (ADay count convention) 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 the purposes of calculating fees, interest, interest or commission relating to any an Ancillary Facility or a Fronted Ancillary Facility, as the case may be, other than the commitment commission referred to in paragraph (Bb) 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 Clause 8.7 (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, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11. (iv) Interest, commission and fees of Ancillary Facilities are as set forth in Section 4.01(f).

Terms of Ancillary Facilities. (ia) Except as provided below in this Section 2.21below, the terms of any Ancillary Facility will be those agreed by the relevant Ancillary Lender and the relevant Ancillary Borrower; provided Parent. (b) However, those terms: (i) must be based upon normal commercial terms at that such terms time (Aexcept as varied by this Agreement); (ii) may allow only allow the relevant Ancillary Borrower Borrowers (or Affiliates of Borrowers nominated pursuant to Clause 9.9 (Affiliates of Borrowers)) to use the Ancillary Facility, ; (Biii) may not permit allow the amount of Ancillary Outstandings to exceed the Ancillary Commitment, ; (Civ) may not allow the Ancillary Commitment of any Ancillary a Lender (or its Affiliate) to exceed the unused Revolving Available Commitment of that Lender (excluding for these purposes any reduction in the Available Commitments under the applicable Tranche of Revolving Commitments of attributable to such Ancillary Commitment); and (v) unless otherwise agreed with the relevant Ancillary Lender (or its Affiliate) (before taking into account the effect of the Ancillary Facility on such unused Revolving Commitments), (D) shall must require that the Ancillary Commitment in respect of such Ancillary Facility will be is reduced to zeronil, and that all Ancillary Outstandings will be are repaid (or Cash Collateralized or otherwise back-stopped cash cover provided in a manner reasonably satisfactory to respect of all the relevant Ancillary LenderOutstandings) on or prior to not later than the latest Maturity Termination Date for the applicable Tranche of the Revolving Commitments (or such earlier date as the Revolving Commitments Commitment of the relevant Ancillary Lender (or its Affiliate) are is 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). (iic) If there is an any inconsistency between any term of any an Ancillary Facility and any term of this Agreement, this Agreement shall prevail, prevail except for for: (Ai) the sentences of Section 2.08(dClause 36.3 (Day count convention) 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 the purposes of calculating fees, interest, interest or commission relating to any an Ancillary Facility, ; (Bii) any an Ancillary Facility comprising more than one account, 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 on those accounts; and (Ciii) 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 that 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 inconsistencynot prevail. (iii) Notwithstanding anything to the contrary herein, in any other Credit Document or in any Ancillary Document, no breach of any representation, warranty, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11. (ivd) Interest, commission and fees of on Ancillary Facilities are as set forth dealt with in Section 4.01(fClause 17.4 (Interest, commission and fees on Ancillary Facilities).

Terms of Ancillary Facilities. (i1) Except as provided below in this Section 2.212.26, the terms of any Ancillary Facility will be agreed by the relevant Ancillary Lender and the relevant Ancillary Revolving Facility Borrower; provided that such terms (A) may only allow the relevant Revolving Facility Borrower or an Affiliate Ancillary Borrower identified by such Revolving Facility Borrower to use the Ancillary Facility, (B) may not permit the amount of Ancillary Outstandings to exceed the Available Ancillary CommitmentCommitment with respect to such Ancillary Facility, (C) may not allow the Ancillary Commitment of any Ancillary Lender (or its Affiliate) to exceed the unused Unused Multicurrency Revolving Commitments under the applicable Tranche of Revolving Commitments Credit Commitment of such Ancillary Lender (or its Affiliate) (before taking into account the effect of the such Ancillary Facility on such unused Unused Multicurrency Revolving CommitmentsCredit Commitment), (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 collateralized or otherwise back-stopped by a letter of credit or otherwise in a manner reasonably satisfactory to the relevant Ancillary Lender, in each case, in an amount equal to 100% of such Ancillary Outstandings) on or prior to the latest applicable Maturity Date for the applicable Tranche such Multicurrency Revolving Lender’s tranche of the Multicurrency Revolving Credit Commitments (or such date as the Multicurrency Revolving Commitments Credit Commitment of the relevant Ancillary Lender (or its AffiliateAffiliates) are is reduced to zero) and (E) shall otherwise be based upon normal commercial terms as determined by the board of the relevant Revolving Facility Borrower (or of the Lead Borrower) and such Ancillary Lender, 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, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11. (iv) Interest, commission and fees of Ancillary Facilities are as set forth in Section 4.01(f).

Terms of Ancillary Facilities. (ia) Except as provided below in this Section 2.21below, the terms of any Ancillary Facility will be those agreed by the relevant Ancillary Lender and the relevant Ancillary Borrower; provided Parent. (b) However, those terms: (i) must be based upon normal commercial terms at that such terms time (Aexcept as varied by this Agreement); (ii) may allow only allow the relevant Ancillary Borrower Borrowers to use the Ancillary Facility, ; (Biii) may not permit allow the amount of Ancillary Outstandings to exceed the Ancillary Commitment, ; (Civ) may not allow the Ancillary Commitment of any a Lender to exceed the Available Commitment of that Lender with respect to the Revolving Facility; and (v) must require that the Ancillary Commitment is reduced to nil, and that all Ancillary Outstandings are repaid (or cash cover provided in respect of all the Ancillary Outstandings) not later than the Termination Date for the Revolving Facility (or such earlier date as the Revolving Facility Commitment of the relevant 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 is 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). (iic) If there is an any inconsistency between any term of any an Ancillary Facility and any term of this Agreement, this Agreement shall prevail, prevail except for for: (Ai) the sentences of Section 2.08(dClause 39.3 (Day count convention) 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 the purposes of calculating fees, interest, interest or commission relating to any an Ancillary Facility, ; and (Bii) any an Ancillary Facility comprising more than one account, 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 prevail; and (Ciii) 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 that 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 inconsistencynot prevail. (iii) Notwithstanding anything to the contrary herein, in any other Credit Document or in any Ancillary Document, no breach of any representation, warranty, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11. (ivd) Interest, commission and fees of on Ancillary Facilities are as set forth dealt with in Section 4.01(fClause 17.6 (Interest, commission and fees on Ancillary Facilities).

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 (or affiliate pursuant to paragraph (h) below) to use the Ancillary Facility, (B) may not permit the amount of Ancillary Outstandings to exceed the Ancillary CommitmentCommitment with respect to such Ancillary Facility, (C) may not allow the Ancillary Commitment of any Ancillary Lender (or its Affiliate) to exceed the unused Revolving Commitments Credit Commitment under the applicable Revolving Tranche of Revolving Commitments of such Ancillary Lender (or its Affiliate) (before taking into account the effect of the Ancillary Facility on such unused the Revolving Credit 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 cash collateralized or otherwise back-stopped by a letter of credit or otherwise in a manner reasonably satisfactory to the relevant Ancillary Lender) on or prior to the latest Latest Maturity Date for the applicable relevant Revolving Tranche of the Revolving Commitments (or such date as the Revolving Credit 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(d2.10(a) 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 Loan Document or in any Ancillary Document, no breach of any representation, warranty, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Loan Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 118.01. (iv) Interest, commission and fees of Ancillary Facilities are as set forth dealt with in Section 4.01(f2.09(c).

Terms of Ancillary Facilities. (ia) Except as provided below in this Section 2.21below, the terms of any Ancillary Facility will be those agreed by the relevant Ancillary Lender and the relevant Ancillary Borrower; provided Company. (b) However, those terms: (i) must be based upon normal commercial terms at that such terms time (Aexcept as varied by this Agreement); (ii) may allow only allow the relevant Ancillary Borrower Borrowers to use the Ancillary Facility, ; (Biii) may not permit allow the amount of Ancillary Outstandings to exceed the Ancillary CommitmentCommitment (and where the Ancillary Facility is an overdraft facility comprising more than one account, Ancillary Outstandings under that Ancillary Facility shall not exceed the Designated Net Amount in respect of that Ancillary Facility); (Civ) may not allow the Ancillary Commitment of any Ancillary a Lender (or its Affiliate) to exceed the unused Revolving Commitments under Available Commitment of that Lender in relation to the applicable Tranche of Revolving Commitments of such Ancillary Lender relevant Facility; and (or its Affiliatev) (before taking into account the effect of the Ancillary Facility on such unused Revolving Commitments), (D) shall must require that the Ancillary Commitment in respect of such Ancillary Facility will be is reduced to zeronil, and that all Ancillary Outstandings will be are repaid (or Cash Collateralized or otherwise back-stopped cash cover provided in a manner reasonably satisfactory to respect of all the relevant Ancillary LenderOutstandings) on or prior to not later than the latest Maturity Termination Date for the applicable Tranche of the Revolving Commitments (or such earlier date as the Revolving Commitments Commitment of the relevant Ancillary Lender (or its Affiliate) are under the relevant Facility is 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). (iic) If there is an any inconsistency between any term of any an Ancillary Facility and any term of this Agreement, this Agreement shall prevail, prevail except for (Ai) the sentences of Section 2.08(dClause 40.3 (Day count convention) 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 the purposes of calculating fees, interest, interest or commission relating to any an Ancillary Facility, ; (Bii) any an Ancillary Facility comprising more than one account, 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 on those accounts; and (Ciii) 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 that 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 inconsistencynot prevail. (iii) Notwithstanding anything to the contrary herein, in any other Credit Document or in any Ancillary Document, no breach of any representation, warranty, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11. (ivd) Interest, commission and fees of on Ancillary Facilities are as set forth dealt with in Section 4.01(fClause 19.6 (Interest, commission and fees on Ancillary Facilities).

Terms of Ancillary Facilities. (ia) Except as provided below in this Section 2.21below, the terms of any Ancillary Facility will be those agreed by the relevant Ancillary Lender and the relevant Ancillary Senior Borrower; provided . (b) However, those terms: (i) must be based upon normal commercial terms at that such terms time (Aexcept as varied by this Agreement); (ii) may only allow the relevant Ancillary Senior Borrower to use the Ancillary FacilityFacility only to make it available to the On-Loan Borrowers under the On-Loan Facility Agreement (and if the Ancillary Facility Lender agrees, the Senior Borrower and the Ancillary Facility Lender may agree to make such Ancillary Facilities available to be utilised directly by the relevant On-Loan Borrower but for all purposes of the Finance Documents and such utilisation shall be, and shall be deemed, a Utilisation of such Ancillary Facility by the Senior Borrower hereunder which has been made available by the Senior Borrower to the relevant On-Loan Borrower pursuant to the On-Loan Facility Agreement); (Biii) may not permit allow the amount of Ancillary Outstandings to exceed the Available Ancillary Commitment, ; (Civ) may not allow the Ancillary Commitment of any Ancillary a Lender (or its Affiliate) to exceed the unused Available Commitment with respect to the Revolving Commitments under the applicable Tranche Facility of Revolving Commitments of such Ancillary Lender that Lender; and (or its Affiliatev) (before taking into account the effect of the Ancillary Facility on such unused Revolving Commitments), (D) shall must require that the Ancillary Commitment in respect of such Ancillary Facility will be is reduced to zeronil, and that all Ancillary Outstandings will be are repaid (or Cash Collateralized or otherwise back-stopped cash cover provided in a manner reasonably satisfactory to respect of all the relevant Ancillary LenderOutstandings) on or prior to not later than the latest Maturity Termination Date for the applicable Tranche of the Revolving Commitments Facility (or such earlier date as the Revolving Commitments Facility Commitment of the relevant Ancillary Lender (or its Affiliate) are is 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). (iic) If there is an any inconsistency between any term of any an Ancillary Facility and any term of this Agreement, this Agreement shall prevail, prevail except for (Ai) the sentences of Section 2.08(dClause 38.3 (Day count convention) 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 the purposes of calculating fees, interest, interest or commission relating to any an Ancillary Facility, Facility and (Bii) any an Ancillary Facility comprising more than one account, 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 inconsistencyprevail. (iii) Notwithstanding anything to the contrary herein, in any other Credit Document or in any Ancillary Document, no breach of any representation, warranty, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11. (ivd) Interest, commission and fees of on Ancillary Facilities are as set forth dealt with in Section 4.01(fClause 18.5 (Interest, commission and fees on Ancillary Facilities).

Terms of Ancillary Facilities. (i) Except as provided below in this Section 2.21below, the terms of any Ancillary Facility will be those agreed by the relevant Ancillary Lender and the relevant Ancillary applicable Borrower; provided that such terms (A) must be based upon normal commercial terms at that time (except as varied by this Agreement); (B) may allow only allow the relevant Ancillary applicable 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) Outstandings to exceed the unused Revolving Commitments under Ancillary Commitment; (D) may not allow the Ancillary Commitment of a Lender to exceed the Available Ancillary Commitment with respect to the applicable Tranche Revolving Commitment of Revolving Commitments of such Ancillary Lender that Lender; and (or its Affiliate) (before taking into account the effect of the Ancillary Facility on such unused Revolving Commitments), (DE) shall require that the Ancillary Commitment in respect of such Ancillary Facility will shall be reduced to zero, and that all Ancillary Outstandings will shall be repaid (or Cash Collateralized or otherwise back-stopped cash collateralized in a manner reasonably satisfactory acceptable to the relevant applicable Ancillary Lender) on or prior to the latest Maturity Date for not later than the applicable Tranche of the Revolving Commitments Commitment Termination Date (or such earlier date as the applicable Revolving Commitments Commitment of the relevant Ancillary Lender (or its Affiliate) are is 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 any inconsistency between any term of any an Ancillary Facility and any term of this Agreement, this Agreement shall prevail, 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 the purposes of calculating fees, interest, interest or commission relating to any an Ancillary Facility, ; (B) any an Ancillary Facility comprising more than one account, 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 on those 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 that 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 inconsistencynot prevail. (iii) Notwithstanding anything to the contrary herein, in any other Credit Document or in any Ancillary Document, no breach of any representation, warranty, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11. (iv) Interest, commission and fees of on Ancillary Facilities are as set forth dealt with in Section 4.01(fSections 2.08(h) and 2.11(f).

Terms of Ancillary Facilities. (i) Except as provided below in this Section 2.21below, the terms of any Ancillary Facility will be those agreed by the relevant Ancillary Lender Borrower and the relevant Ancillary BorrowerLender. (ii) However, those terms: (i) must be based upon market commercial terms at that time (except as varied by this Agreement); provided that such terms (Aii) may allow only allow the relevant Borrowers (or Subsidiary Ancillary Borrower Borrower(s) nominated pursuant to Section 2.16(k) hereof) to use the such Ancillary Facility, (Biii) may not permit allow the amount of Ancillary Outstandings under such Ancillary Facility to exceed the Ancillary CommitmentCommitment applicable to such Ancillary Facility, (Civ) may not allow the Ancillary Commitment of any Ancillary a Revolving Credit Lender (or its Affiliate) to exceed the unused Revolving Commitments under the applicable Tranche of Revolving Commitments Available Commitment of such Ancillary Lender Revolving Credit Lender; and (or its Affiliatev) (before taking into account the effect of the Ancillary Facility on such unused Revolving Commitments), (D) shall must 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 prepaid not later than the relevant Ancillary Lender) on or prior to the latest Revolving Credit Maturity Date for the applicable Tranche of the Revolving Commitments (or such earlier date as the Revolving Commitments Credit Commitment of the relevant Ancillary Lender (or its Affiliate) are is 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). (iiiii) If there is an inconsistency any conflict between any term of any an Ancillary Facility and any term of this Agreement, this Agreement shall prevail, prevail except for (Ai) the sentences of Section 2.08(d) and 4.01 that relate those terms relating to the computations calculating, and rate and time for payment, 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, interest or commission and other remuneration relating to any an Ancillary Facility, (Bii) any an Ancillary Facility comprising more than one account, account where the terms of the relevant Ancillary Documents Facility shall prevail (to the extent required to permit the netting of balances in respect of the relevant accounts on those accounts) and (Ciii) 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 that 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 inconsistencynot prevail. (iii) Notwithstanding anything to the contrary herein, in any other Credit Document or in any Ancillary Document, no breach of any representation, warranty, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11. (iv) Interest, commission and fees of Ancillary Facilities are as set forth in Section 4.01(f).

Terms of Ancillary Facilities. (i) Except as provided below in this Section 2.21below, the terms of any Ancillary Facility will be those agreed by the relevant Ancillary Lender and the relevant Ancillary Foreign Borrower; provided that such terms (A) must be based upon normal commercial terms at that time (except as varied by this Agreement); (B) may allow only allow the relevant Ancillary Foreign 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) Outstandings 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), Commitment; and (D) shall require that the Ancillary Commitment in respect of such Ancillary Facility will shall be reduced to zero, and that all Ancillary Outstandings will shall be repaid (or Cash Collateralized or otherwise back-stopped cash collateralized in a manner reasonably satisfactory acceptable to the relevant applicable Ancillary Lender) on or prior to the latest Maturity Date for the applicable Tranche of not later than the Revolving Commitments Commitment Termination Date (or such earlier date as the Revolving Commitments Commitment of the relevant Ancillary Lender (or its Affiliate) are is 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 any inconsistency between any term of any an Ancillary Facility and any term of this Agreement, this Agreement shall prevail, 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 the purposes of calculating fees, interest, interest or commission relating to any an Ancillary Facility, ; (B) any an Ancillary Facility comprising more than one account, 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 on those 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 that 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 inconsistencynot prevail. (iii) Notwithstanding anything to the contrary herein, in any other Credit Document or in any Ancillary Document, no breach of any representation, warranty, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11. (iv) Interest, commission and fees of on Ancillary Facilities are as set forth dealt with in Section 4.01(fSections 2.08(h) and 2.11(f).

Terms of Ancillary Facilities. (i) Except as provided below in this Section 2.212.26, the terms of any Ancillary Facility will be agreed by the relevant Ancillary Lender and the relevant Ancillary Revolving Facility Borrower; provided that such terms (A) may only allow the relevant Revolving Facility Borrower or an Affiliate Ancillary Borrower identified by such Revolving Facility Borrower to use the Ancillary Facility, (B) may not permit the amount of Ancillary Outstandings to exceed the Available Ancillary CommitmentCommitment with respect to such Ancillary Facility, (C) may not allow the Ancillary Commitment of any Ancillary Lender (or its Affiliate) to exceed the unused Unused Multicurrency Revolving Commitments under the applicable Tranche of Revolving Commitments Credit Commitment of such Ancillary Lender (or its Affiliate) (before taking into account the effect of the such Ancillary Facility on such unused Unused Multicurrency Revolving CommitmentsCredit Commitment), (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 collateralized or backstopped by a letter of credit or otherwise back-stopped in a manner reasonably satisfactory to the relevant Ancillary Lender, in each case, in an amount equal to 100% of such Ancillary Outstandings) on or prior to the latest applicable Maturity Date for the applicable Tranche such Multicurrency Revolving Lender’s tranche of the Multicurrency Revolving Credit Commitments (or such date as the Multicurrency Revolving Commitments Credit Commitment of the relevant Ancillary Lender (or its AffiliateAffiliates) are is reduced to zero) and (E) shall otherwise be based upon normal commercial terms as #94168740v7#95106251v8 determined by the board of the relevant Revolving Facility Borrower (or of the Lead Borrower) and such Ancillary Lender, 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 those terms relating to the computations calculation 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; provided, however, that notwithstanding anything to the contrary herein, (x) no Ancillary Document shall contain any representation or warranty, covenant or event of default that is not set forth in this Agreement (and any such representation or warranty, covenant or event of default not set forth in this Agreement shall be rendered null and void) and (y) all representations and warranties, covenants, events of default, indemnification and similar obligations set forth in any Ancillary Document shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent inconsistent therewith, the relevant Ancillary Documents shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person). (iii) Notwithstanding anything to the contrary herein, in any other Credit Loan Document or in any Ancillary Document, no breach of any representation, warranty, covenant undertaking or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant undertaking or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11Loan Document. (iv) Interest, commission and fees of Ancillary Facilities are as set forth in Section 4.01(f).

Terms of Ancillary Facilities. (i) Except as provided below in this Section 2.21below, the terms of any Ancillary Facility will be those agreed by the relevant Ancillary Lender and the relevant Ancillary Foreign Borrower; provided provided, that such terms (A) must be based upon normal commercial terms at that time (except as varied by this Agreement); (B) may allow only allow the relevant Ancillary Foreign 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) Outstandings 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), Commitment; and (D) shall require that the Ancillary Commitment in respect of such Ancillary Facility will shall be reduced to zero, and that all Ancillary Outstandings will shall be repaid (or Cash Collateralized or otherwise back-stopped cash collateralized in a manner reasonably satisfactory acceptable to the relevant applicable Ancillary Lender) on or prior to the latest Maturity Date for the applicable Tranche of not later than the Revolving Commitments Commitment Termination Date (or such earlier date as the Revolving Commitments Commitment of the relevant Ancillary Lender (or its Affiliate) are is 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 any inconsistency between any term of any an Ancillary Facility and any term of this Agreement, this Agreement shall prevail, 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 the purposes of calculating fees, interest, interest or commission relating to any an Ancillary Facility, ; (B) any an Ancillary Facility comprising more than one account, 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 on those 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 that 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 inconsistencynot prevail. (iii) Notwithstanding anything to the contrary herein, in any other Credit Document or in any Ancillary Document, no breach of any representation, warranty, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11. (iv) Interest, commission and fees of on Ancillary Facilities are as set forth dealt with in Section 4.01(fSections 2.08(f) and 2.11(d).

Terms of Ancillary Facilities. (iA) Except as provided below in this Section 2.212.26, the terms of any Ancillary Facility will be agreed by the relevant Ancillary Lender and the relevant Ancillary Revolving Facility Borrower; provided that such terms (A) may only allow the relevant Revolving Facility Borrower or an Affiliate Ancillary Borrower identified by such Revolving Facility Borrower to use the Ancillary Facility, (B) may not permit the amount of Ancillary Outstandings to exceed the Available Ancillary CommitmentCommitment with respect to such Ancillary Facility, (C) may not allow the Ancillary Commitment of any Ancillary Lender (or its Affiliate) to exceed the unused Unused Multicurrency Revolving Commitments under the applicable Tranche of Revolving Commitments Credit Commitment of such Ancillary Lender (or its Affiliate) (before taking into account the effect of the such Ancillary Facility on such unused Unused Multicurrency Revolving CommitmentsCredit Commitment), (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 collateralized or otherwise back-stopped by a letter of credit or otherwise in a manner reasonably satisfactory to the relevant Ancillary Lender, in each case, in an amount equal to 100% of such Ancillary Outstandings) on or prior to the latest applicable Maturity Date for the applicable Tranche such Multicurrency Revolving Lender’s tranche of the Multicurrency Revolving Credit Commitments (or such date as the Multicurrency Revolving Commitments Credit Commitment of the relevant Ancillary Lender (or its AffiliateAffiliates) are is reduced to zero) and (E) shall otherwise be based upon normal commercial terms as determined by the board of the relevant Revolving Facility Borrower (or of the Lead Borrower) and such Ancillary Lender, 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, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11. (iv) Interest, commission and fees of Ancillary Facilities are as set forth in Section 4.01(f).

Terms of Ancillary Facilities. (i) Except as provided below in this Section 2.21clause (ii) below, the terms of any Ancillary Facility will be those agreed by the relevant Ancillary Lender and the relevant Ancillary Borrower; provided that such Borrower Representative. (ii) However, those terms (A) may only allow to the relevant Ancillary Borrower extent relating to use the rate of interest, fees and other remuneration in respect of that Ancillary Facility, must be based upon the normal market rates and terms at that time of that Ancillary Lender; (B) may not permit only allow Revolving Borrowers (or Affiliates of Revolving Borrowers nominated pursuant to Section 2.19(i)) to use that Ancillary Facility provided that no Subsidiary incorporated or established in the amount Federal Republic of Germany shall be a Borrower in respect of an Ancillary Outstandings to exceed the Ancillary Facility which is provided in place of all or part of any Lender’s unused U.S. Revolving Credit Commitment, ; (C) may not allow the Ancillary Commitment of any Ancillary Lender (or its Affiliate) Outstandings to exceed the unused Revolving Commitments Ancillary Commitment under the applicable Tranche of Revolving Commitments of such that Ancillary Lender (or its Affiliate) (before taking into account the effect of the Ancillary Facility on such unused Revolving Commitments), Facility; (D) shall may not allow the Ancillary Commitment of a Lender to exceed the Commitment with respect to the Revolving Credit Facility of that Lender; and (E) must require that the Ancillary Commitment in respect of such Ancillary Facility will be is reduced to zero, and that all Ancillary Outstandings will be are repaid (or Cash Collateralized or otherwise back-stopped cash cover is provided in a manner reasonably satisfactory to respect of all the relevant Ancillary LenderOutstandings) on or prior to not later than the latest Maturity Date for the applicable Tranche of the Revolving Commitments Credit Facility (or such earlier date as the Revolving Commitments Credit Commitment of the relevant Ancillary Lender (or its Affiliate) are is 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). (iiiii) If there is an any inconsistency between any term of any an Ancillary Facility and any term of this Agreement, this Agreement shall prevail, prevail except for (Ai) 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 an Ancillary Facility comprising more than one account, account where the terms of the relevant Ancillary Documents shall prevail to the extent required necessary to permit the netting of balances in respect of the relevant accounts on those accounts; and (Cii) 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 that 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, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11not prevail. (iv) Interest, commission and fees of on Ancillary Facilities are as set forth dealt with in Section 4.01(f2.19(m).

Terms of Ancillary Facilities. (i) Except as provided below in this Section 2.21below, the terms of any Ancillary Facility will be those agreed by the relevant Ancillary Lender and the relevant Ancillary Foreign Borrower; provided that such terms (A) must be based upon normal commercial terms at that time (except as varied by this Agreement); (B) may allow only allow the relevant Ancillary Foreign 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) Outstandings to exceed the unused Revolving Commitments under the applicable Tranche of Revolving Commitments of such Ancillary Lender Commitment; (or its AffiliateD) (before taking into account the effect of may not allow the Ancillary Facility on such unused Commitment of a Lender to exceed the Available Ancillary Commitment with respect to the Foreign Revolving Commitments), Commitment of that Lender; and (DE) shall require that the Ancillary Commitment in respect of such Ancillary Facility will shall be reduced to zero, and that all Ancillary Outstandings will shall be repaid (or Cash Collateralized or otherwise back-stopped cash collateralized in a manner reasonably satisfactory acceptable to the relevant applicable Ancillary Lender) on or prior to not later than the latest Maturity Foreign Revolving Commitment Termination Date for the applicable Tranche of the Revolving Commitments (or such earlier date as the Foreign Revolving Commitments Commitment of the relevant Ancillary Lender (or its Affiliate) are is 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 any inconsistency between any term of any an Ancillary Facility and any term of this Agreement, this Agreement shall prevail, 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 the purposes of calculating fees, interest, interest or commission relating to any an Ancillary Facility, ; (B) any an Ancillary Facility comprising more than one account, 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 on those 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 that 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 inconsistencynot prevail. (iii) Notwithstanding anything to the contrary herein, in any other Credit Document or in any Ancillary Document, no breach of any representation, warranty, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11. (iv) Interest, commission and fees of on Ancillary Facilities are as set forth dealt with in Section 4.01(fSections 2.08(h) and 2.11(f).

Terms of Ancillary Facilities. (i) Except as provided below in this Section 2.21below, the terms of any Ancillary Facility will be those agreed by the relevant Ancillary Lender and the relevant Ancillary Foreign Borrower; provided provided, that such terms (A) must be based upon normal commercial terms at that time (except as varied by this Agreement); (B) may allow only allow the relevant Ancillary Foreign 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) Outstandings 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), Commitment; and (D) shall require that the Ancillary Commitment in respect of such Ancillary Facility will shall be reduced to zero, and that all Ancillary Outstandings will shall be repaid (or Cash Collateralized or otherwise back-stopped cash collateralized in a manner reasonably satisfactory acceptable to the relevant applicable Ancillary Lender) on or prior to the latest Maturity Date for the applicable Tranche of not later than the Revolving Commitments Commitment Termination Date (or such earlier date as the Revolving Commitments Commitment of the relevant Ancillary Lender (or its Affiliate) are is 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 any inconsistency between any term of any an Ancillary Facility and any term of this Agreement, this Agreement shall prevail, 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 the purposes of calculating fees, interest, interest or commission relating to any an Ancillary Facility, ; (B) any an Ancillary Facility comprising more than one account, 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 on those 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 that 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 inconsistencynot prevail. (iii) Notwithstanding anything to the contrary herein, in any other Credit Document or in any Ancillary Document, no breach of any representation, warranty, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11. (iv) Interest, commission and fees of on Ancillary Facilities are as set forth dealt with in Section 4.01(fSections 2.08(f) and 2.11(e).

Terms of Ancillary Facilities. (i) Except as provided below in this Section 2.212.26, the terms of any Ancillary Facility will be agreed by the relevant Ancillary Lender and the relevant Ancillary Revolving Facility Borrower; provided that such terms (A) may only allow the relevant Revolving Facility Borrower or an Affiliate Ancillary Borrower identified by such Revolving Facility Borrower to use the Ancillary Facility, (B) may not permit the amount of Ancillary Outstandings to exceed the Available Ancillary CommitmentCommitment with respect to such Ancillary Facility, (C) may not allow the Ancillary Commitment of any Ancillary Lender (or its Affiliate) to exceed the unused Unused Multicurrency Revolving Commitments under the applicable Tranche of Revolving Commitments Credit Commitment of such Ancillary Lender (or its Affiliate) (before taking into account the effect of the such Ancillary Facility on such unused Unused Multicurrency Revolving CommitmentsCredit Commitment), (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 collateralized or otherwise back-stopped by a letter of credit or otherwise in a manner reasonably satisfactory to the relevant Ancillary Lender, in each case, in an amount equal to 100% of such Ancillary Outstandings) on or prior to the latest applicable Maturity Date for the applicable Tranche such Multicurrency Revolving Lender’s tranche of the Multicurrency Revolving Credit Commitments (or such date as the Multicurrency Revolving Commitments Credit Commitment of the relevant Ancillary Lender (or its AffiliateAffiliates) are is reduced to zero) and (E) shall otherwise be based upon normal commercial terms as determined by the board of the relevant Revolving Facility Borrower (or of the Lead Borrower) and such Ancillary Lender, 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 those terms relating to the computations calculation 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; provided, however, that notwithstanding anything to the contrary herein, (x) no Ancillary Document shall contain any representation or warranty, covenant or event of default that is not set forth in this Agreement (and any such representation or warranty, covenant or event of default not set forth in this Agreement shall be rendered null and void) and (y) all representations and warranties, covenants, events of default, indemnification and similar obligations set forth in any Ancillary Document shall contain standards, qualifications, thresholds and exceptions for materiality or otherwise consistent with those set forth in this Agreement (and, to the extent inconsistent therewith, the relevant Ancillary Documents shall be deemed to automatically incorporate the applicable standards, qualifications, thresholds and exceptions set forth herein without action by any Person). (iii) Notwithstanding anything to the contrary herein, in any other Credit Loan Document or in any Ancillary Document, no breach of any representation, warranty, covenant undertaking or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant undertaking or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11Loan Document. (iv) Interest, commission and fees of Ancillary Facilities are as set forth in Section 4.01(f).

Terms of Ancillary Facilities. (ia) Except as provided below in this Section 2.21below, the terms of any Ancillary Facility will be those agreed by the relevant Ancillary Lender and the relevant Ancillary Borrower; provided Company. (b) However, those terms: (i) must be based upon normal commercial rates and terms at that such terms time (Aexcept as varied by this Agreement); (ii) may allow only allow the relevant Ancillary Borrower Borrowers to use the Ancillary Facility, ; (Biii) may not permit allow the amount of Ancillary Outstandings to exceed the Ancillary Commitment, ; (Civ) may not allow the Ancillary Commitment of any Ancillary a Lender (or its Affiliate) to exceed the unused Available Commitment with respect to the Revolving Commitments under the applicable Tranche Facility of Revolving Commitments of such Ancillary Lender that Lender; and (or its Affiliatev) (before taking into account the effect of the Ancillary Facility on such unused Revolving Commitments), (D) shall must require that the Ancillary Commitment in respect of such Ancillary Facility will be is reduced to zeronil, and that all Ancillary Outstandings will be are repaid (or Cash Collateralized or otherwise back-stopped cash cover provided in a manner reasonably satisfactory respect of all the Ancillary Outstandings) not later than the Termination Date in relation to the relevant Ancillary Lender) on or prior to the latest Maturity Date for the applicable Tranche of the Revolving Commitments Facility (or such earlier date as the Revolving Commitments Facility Commitment of the relevant Ancillary Lender (or its Affiliate) are is 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). (iic) If there is an any inconsistency between any term of any an Ancillary Facility and any term of this Agreement, this Agreement shall prevail, prevail except for (Ai) the sentences of Section 2.08(dclause 37.3 (Day count convention) 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 the purposes of calculating fees, interest, interest or commission relating to any an Ancillary Facility, Facility and (Bii) any an Ancillary Facility comprising more than one account, 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 on those accounts and (Ciii) 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 that 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 inconsistencynot prevail. (iii) Notwithstanding anything to the contrary herein, in any other Credit Document or in any Ancillary Document, no breach of any representation, warranty, covenant or other term of (or default or event of default under) any Ancillary Document shall be deemed to constitute, or result in, a breach of any representation, warranty, covenant or other term of, or Default or Event of Default under, this Agreement or any other Credit Document unless such breach, default or event of default is also a breach of any representation, warranty or covenant in, or other term of, this Agreement, or a Default or Event of Default under Section 11. (iv) Interest, commission and fees of Ancillary Facilities are as set forth in Section 4.01(f).