Common use of Terms of Ancillary Facilities Clause in Contracts

Terms of Ancillary Facilities. (i) Except as provided below, the terms of any Ancillary Facility will be those agreed by the applicable Ancillary Lender and the applicable Ancillary Borrower; provided that such terms (1) must be based upon normal commercial terms at that time (except as varied by this Agreement); (2) may allow only the applicable Ancillary Borrower to use the Ancillary Facility; (3) may not allow the Ancillary Outstandings to exceed the Ancillary Commitment; (4) may not allow the Ancillary Commitment of a Lender to exceed the Foreign Revolving Commitment of that Lender; and (5) shall require that the Ancillary Commitment shall be reduced to zero, and that all Ancillary Outstandings shall be repaid (or cash collateralized in a manner acceptable to the applicable Ancillary Lender) not later than the Foreign Revolving Commitment Termination Date (or such earlier date as the Foreign Revolving Commitment of the relevant Ancillary Lender is reduced to zero).

Terms of Ancillary Facilities. (i) Except as provided belowbelow in this Section 2.21, the terms of any Ancillary Facility will be those agreed by the applicable relevant Ancillary Lender and the applicable relevant Ancillary Borrower; provided that such terms (1) must be based upon normal commercial terms at that time (except as varied by this Agreement); (2A) may only allow only the applicable relevant Ancillary Borrower to use the Ancillary Facility; , (3B) may not allow permit the amount of Ancillary Outstandings to exceed the Ancillary Commitment; , (4C) may not allow the Ancillary Commitment of a any Ancillary Lender (or its Affiliate) to exceed the Foreign unused Revolving Commitment Commitments under the applicable Tranche of that Lender; and Revolving Commitments of such Ancillary Lender (5or its Affiliate) (before taking into account the effect of the Ancillary Facility on such unused Revolving Commitments), (D) shall require that the Ancillary Commitment shall in respect of such Ancillary Facility will be reduced to zero, and that all Ancillary Outstandings shall will be repaid (or cash collateralized Cash Collateralized or otherwise back-stopped in a manner acceptable reasonably satisfactory to the applicable relevant Ancillary Lender) not later than on or prior to the Foreign latest Maturity Date for the applicable Tranche of the Revolving Commitment Termination Date Commitments (or such earlier date as the Foreign Revolving Commitment Commitments of the relevant Ancillary Lender is (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).

Terms of Ancillary Facilities. (i) Except as provided belowbelow in this Section 2.26, the terms of any Ancillary Facility will be those agreed by the applicable relevant Ancillary Lender and the applicable Ancillary Borrower; relevant Revolving Facility Borrower; provided that such terms (1) must be based upon normal commercial terms at that time (except as varied by this Agreement); (2A) may only allow only the applicable relevant Revolving Facility Borrower or an Affiliate Ancillary Borrower identified by such Revolving Facility Borrower to use the Ancillary Facility; , (3B) may not allow permit the amount of Ancillary Outstandings to exceed the Available Ancillary Commitment; Commitment with respect to such Ancillary Facility, (4C) may not allow the Ancillary Commitment of a any Ancillary Lender to exceed the Foreign Unused Multicurrency Revolving Credit Commitment of that Lender; and such Ancillary Lender (5before taking into account the effect of such Ancillary Facility on such Unused Multicurrency Revolving Credit Commitment), (D) shall require that the Ancillary Commitment shall in respect of such Ancillary Facility will be reduced to zero, and that all Ancillary Outstandings shall will be repaid (or cash Cash collateralized or back-stopped by a letter of credit or otherwise in a manner acceptable 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 applicable Ancillary Maturity Date for such Multicurrency Revolving Lender) not later than the Foreign ’s tranche of Multicurrency Revolving Commitment Termination Date Credit Commitments (or such earlier date as the Foreign Multicurrency Revolving Credit Commitment of the relevant Ancillary Lender (or its Affiliates) 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).

Terms of Ancillary Facilities. (i) Except as provided belowbelow in this Section 2.26, the terms of any Ancillary Facility will be those agreed by the applicable relevant Ancillary Lender and the applicable Ancillary relevant Revolving Facility Borrower; provided that such terms (1) must be based upon normal commercial terms at that time (except as varied by this Agreement); (2A) may only allow only the applicable relevant Revolving Facility Borrower or an Affiliate Ancillary Borrower identified by such Revolving Facility Borrower to use the Ancillary Facility; , (3B) may not allow permit the amount of Ancillary Outstandings to exceed the Available Ancillary Commitment; Commitment with respect to such Ancillary Facility, (4C) may not allow the Ancillary Commitment of a any Ancillary Lender to exceed the Foreign Unused Multicurrency Revolving Credit Commitment of that Lender; and such Ancillary Lender (5before taking into account the effect of such Ancillary Facility on such Unused Multicurrency Revolving Credit Commitment), (D) shall require that the Ancillary Commitment shall in respect of such Ancillary Facility will be reduced to zero, and that all Ancillary Outstandings shall will be repaid (or cash Cash collateralized or back-stopped by a letter of credit or otherwise in a manner acceptable 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 applicable Ancillary Maturity Date for such Multicurrency Revolving Lender) not later than the Foreign ’s tranche of Multicurrency Revolving Commitment Termination Date Credit Commitments (or such earlier date as the Foreign Multicurrency Revolving Credit Commitment of the relevant Ancillary Lender (or its Affiliates) 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) those terms relating to the calculation of 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 Loan Document or in any Ancillary Document, no breach of any representation, warranty, 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, undertaking or other term of, or Default or Event of Default under, this Agreement or any other Loan Document. (c)

Terms of Ancillary Facilities. (i) Except as provided below, the terms of any Ancillary Facility will be those agreed by the applicable Ancillary Lender and the applicable Ancillary Borrower; provided that such terms (1A) must be based upon normal commercial terms at that time (except as varied by this Agreement); (2B) may allow only the applicable Ancillary Borrower to use the Ancillary Facility; (3C) may not allow the Ancillary Outstandings to exceed the Ancillary Commitment; (4D) may not allow the Ancillary Commitment of a Lender to exceed the Foreign Available Ancillary Commitment with respect to the applicable Revolving Commitment of that Lender; and (5E) shall require that the Ancillary Commitment shall be reduced to zero, and that all Ancillary Outstandings shall be repaid (or cash collateralized in a manner acceptable to the applicable Ancillary Lender) not later than the Foreign applicable Revolving Commitment Termination Date (or such earlier date as the Foreign applicable Revolving Commitment of the relevant Ancillary Lender is reduced to zero).

Terms of Ancillary Facilities. (i) Except as provided belowbelow in this Section 2.21, the terms of any Ancillary Facility will be those agreed by the applicable relevant Ancillary Lender and the applicable Ancillary relevant Borrower; provided that such terms (1) must be based upon normal commercial terms at that time (except as varied by this Agreement); (2A) may only allow only the applicable Ancillary relevant Borrower (or affiliate pursuant to paragraph (h) below) to use the Ancillary Facility; , (3B) may not allow permit the amount of Ancillary Outstandings to exceed the Ancillary Commitment; Commitment with respect to such Ancillary Facility, (4C) may not allow the Ancillary Commitment of a any Ancillary Lender (or its Affiliate) to exceed the Foreign unused Revolving Credit Commitment under the applicable Revolving Tranche of that Lender; and such Ancillary Lender (5or its Affiliate) before taking into account the effect of the Ancillary Facility on the Revolving Credit Commitments, (D) shall require that the Ancillary Commitment shall in respect of such Ancillary Facility will be reduced to zero, and that all Ancillary Outstandings shall will be repaid (or cash collateralized or back-stopped by a letter of credit or otherwise in a manner acceptable reasonably satisfactory to the applicable relevant Ancillary Lender) not later than on or prior to the Foreign Latest Maturity Date for the relevant Revolving Commitment Termination Date Tranche (or such earlier date as the Foreign Revolving Commitment Credit Commitments of the relevant Ancillary Lender is (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).

Terms of Ancillary Facilities. (i) Except as provided below, the terms of any Ancillary Facility will be those agreed by the applicable Ancillary Lender relevant Borrower and the applicable Ancillary Borrower; provided that such terms Lender. However, those terms: (1i) must be based upon normal market commercial terms at that time (except as varied by this Agreement); (2ii) may allow only the applicable Borrowers (or Subsidiary Ancillary Borrower Borrower(s) nominated pursuant to Section 2.16(k) hereof) to use the such Ancillary Facility; , (3iii) may not allow the Ancillary Outstandings under such Ancillary Facility to exceed the Ancillary Commitment; Commitment applicable to such Ancillary Facility, (4iv) may not allow the Ancillary Commitment of a Revolving Credit Lender to exceed the Foreign Revolving Available Commitment of that such Revolving Credit Lender; and (5v) shall must require that the Ancillary Commitment shall be reduced to zero, and that all Ancillary Outstandings shall be repaid (or cash collateralized in a manner acceptable to the applicable Ancillary Lender) prepaid not later than the Foreign Revolving Commitment Termination Credit Maturity Date (or such earlier date as the Foreign Revolving Credit Commitment of the relevant Ancillary Lender (or its Affiliate) is reduced to zero). If there is any conflict between any term of an Ancillary Facility and any term of this Agreement, this Agreement shall prevail except for (i) those terms relating to the calculating, and rate and time for payment, of fees, interest or commission and other remuneration relating to an Ancillary Facility, (ii) an Ancillary Facility comprising more than one account where the terms of the Ancillary Facility shall prevail (to the extent required to permit the netting of balances on those accounts) and (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 that term of this Agreement shall not prevail.

Terms of Ancillary Facilities. (i) Except as provided belowbelow in this Subsection 2.12, the terms of any Ancillary Facility will be those agreed by the applicable relevant Ancillary Lender and the applicable Ancillary relevant Borrower; provided that such terms (1) must be based upon normal commercial terms at that time (except as varied by this Agreement); (2A) may only allow only the applicable Ancillary relevant Borrower (or Affiliate of the relevant Borrower as provided in Subsection 2.12(h)) to use the Ancillary Facility; , (3B) may not allow permit the Euro Equivalent amount of Ancillary Outstandings to exceed the Ancillary Commitment; Commitment with respect to such Ancillary Facility, (4C) may not allow the Ancillary Commitment of a any Ancillary Lender to exceed the Foreign Available Revolving Commitment (determined for this purpose without taking into account subclause (b)(iii) of that Lender; the definition thereof) of such Ancillary Lender and (5D) shall require that the Ancillary Commitment shall in respect of such Ancillary Facility will be reduced to zero, and that all Ancillary Outstandings shall will be repaid (or cash collateralized or backstopped by a letter of credit or otherwise in a manner acceptable reasonably satisfactory to the applicable Ancillary Lender) not later than the Foreign Revolving Commitment Termination Date (or such earlier date as the Foreign Revolving Commitment of the relevant Ancillary Lender is reduced Lender, in each case, in an amount equal to zero)100% of such Ancillary Outstandings) on or prior to the Maturity Date applicable to the Tranche of Revolving Commitments of such Ancillary Lender.

Terms of Ancillary Facilities. (i) Except as provided belowbelow in this Section 2.21, the terms of any Ancillary Facility will be those agreed by the applicable relevant Ancillary Lender and the applicable Ancillary relevant Borrower; provided that such terms (1) must be based upon normal commercial terms at that time (except as varied by this Agreement); (2A) may only allow only the applicable Ancillary relevant Borrower to use the Ancillary Facility; , (3B) may not allow permit the amount of Ancillary Outstandings to exceed the Ancillary Commitment; Commitment with respect to such Ancillary Facility, (4C) may not allow the Ancillary Commitment of a any Ancillary Lender to exceed the Foreign Revolving Credit Commitment of that Lender; and such Ancillary Lender (5or its Affiliate) before taking into account the effect of the Ancillary Facility on the Revolving Credit Commitments, (D) shall require that the Ancillary Commitment shall in respect of such Ancillary Facility will be reduced to zero, and that all Ancillary Outstandings shall will be repaid (or cash collateralized or back-stopped by a letter of credit or otherwise in a manner acceptable 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 LenderLender may agree) not later than on or prior to the Foreign Latest Maturity Date for Revolving Commitment Termination Date Credit Loans and (or E) shall otherwise be based upon normal commercial terms at the time such earlier date Ancillary Facility is entered into (except as the Foreign Revolving Commitment of the relevant Ancillary Lender is reduced to zerovaried by this Agreement).

Terms of Ancillary Facilities. (i1) Except as provided belowbelow in this Section 2.26, the terms of any Ancillary Facility will be those agreed by the applicable relevant Ancillary Lender and the applicable Ancillary relevant Revolving Facility Borrower; provided that such terms (1) must be based upon normal commercial terms at that time (except as varied by this Agreement); (2A) may only allow only the applicable relevant Revolving Facility Borrower or an Affiliate Ancillary Borrower identified by such Revolving Facility Borrower to use the Ancillary Facility; , (3B) may not allow permit the amount of Ancillary Outstandings to exceed the Available Ancillary Commitment; Commitment with respect to such Ancillary Facility, (4C) may not allow the Ancillary Commitment of a any Ancillary Lender to exceed the Foreign Unused Multicurrency Revolving Credit Commitment of that Lender; and such Ancillary Lender (5before taking into account the effect of such Ancillary Facility on such Unused Multicurrency Revolving Credit Commitment), (D) shall require that the Ancillary Commitment shall in respect of such Ancillary Facility will be reduced to zero, and that all Ancillary Outstandings shall will be repaid (or cash Cash collateralized or back-stopped by a letter of credit or otherwise in a manner acceptable 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 applicable Ancillary Maturity Date for such Multicurrency Revolving Lender) not later than the Foreign ’s tranche of Multicurrency Revolving Commitment Termination Date Credit Commitments (or such earlier date as the Foreign Multicurrency Revolving Credit Commitment of the relevant Ancillary Lender (or its Affiliates) 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).

Terms of Ancillary Facilities. (iA) Except as provided belowbelow in this Section 2.26, the terms of any Ancillary Facility will be those agreed by the applicable relevant Ancillary Lender and the applicable Ancillary relevant Revolving Facility Borrower; provided that such terms (1) must be based upon normal commercial terms at that time (except as varied by this Agreement); (2A) may only allow only the applicable relevant Revolving Facility Borrower or an Affiliate Ancillary Borrower identified by such Revolving Facility Borrower to use the Ancillary Facility; , (3B) may not allow permit the amount of Ancillary Outstandings to exceed the Available Ancillary Commitment; Commitment with respect to such Ancillary Facility, (4C) may not allow the Ancillary Commitment of a any Ancillary Lender to exceed the Foreign Unused Multicurrency Revolving Credit Commitment of that Lender; and such Ancillary Lender (5before taking into account the effect of such Ancillary Facility on such Unused Multicurrency Revolving Credit Commitment), (D) shall require that the Ancillary Commitment shall in respect of such Ancillary Facility will be reduced to zero, and that all Ancillary Outstandings shall will be repaid (or cash Cash collateralized or back-stopped by a letter of credit or otherwise in a manner acceptable 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 applicable Ancillary Maturity Date for such Multicurrency Revolving Lender) not later than the Foreign ’s tranche of Multicurrency Revolving Commitment Termination Date Credit Commitments (or such earlier date as the Foreign Multicurrency Revolving Credit Commitment of the relevant Ancillary Lender (or its Affiliates) 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) those terms relating to the calculation of 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 -142- #96942867v160458181 #96942867v1

Terms of Ancillary Facilities. (i) Except as provided below, the terms of any Ancillary Facility will be those agreed by the applicable Ancillary Lender and the applicable Ancillary Foreign Borrower; provided provided, that such terms (1A) must be based upon normal commercial terms at that time (except as varied by this Agreement); (2B) may allow only the applicable Ancillary Foreign Borrower to use the Ancillary Facility; (3C) may not allow the Ancillary Outstandings to exceed the Ancillary Commitment; (4) may not allow the Ancillary Commitment of a Lender to exceed the Foreign Revolving Commitment of that Lender; and (5D) shall require that the Ancillary Commitment shall be reduced to zero, and that all Ancillary Outstandings shall be repaid (or cash collateralized in a manner acceptable to the applicable Ancillary Lender) not later than the Foreign Revolving Commitment Termination Date (or such earlier date as the Foreign Revolving Commitment of the relevant Ancillary Lender is reduced to zero).. (ii) If there is any inconsistency between any term of an Ancillary Facility and any term of this Agreement, this Agreement shall prevail except for (A) Section 2.08(d) which shall not prevail for the purposes of calculating fees, interest or commission relating to an Ancillary Facility; (B) an Ancillary Facility comprising more than one account where the terms of the Ancillary Documents shall prevail to the extent required to permit the netting of balances 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 that term of this Agreement shall not prevail. (iii) 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

Terms of Ancillary Facilities. (i) Except as provided belowbelow in this Section 2.26, the terms of any Ancillary Facility will be those agreed by the applicable relevant Ancillary Lender and the applicable Ancillary relevant Revolving Facility Borrower; provided that such terms (1) must be based upon normal commercial terms at that time (except as varied by this Agreement); (2A) may only allow only the applicable relevant Revolving Facility Borrower or an Affiliate Ancillary Borrower identified by such Revolving Facility Borrower to use the Ancillary Facility; , (3B) may not allow permit the amount of Ancillary Outstandings to exceed the Available Ancillary Commitment; Commitment with respect to such Ancillary Facility, (4C) may not allow the Ancillary Commitment of a any Ancillary Lender to exceed the Foreign Unused Multicurrency Revolving Credit Commitment of that Lender; and such Ancillary Lender (5before taking into account the effect of such Ancillary Facility on such Unused Multicurrency Revolving Credit Commitment), (D) shall require that the Ancillary Commitment shall in respect of such Ancillary Facility will be reduced to zero, and that all Ancillary Outstandings shall will be repaid (or cash Cash collateralized or backstopped by a letter of credit or otherwise in a manner acceptable 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 applicable Ancillary Maturity Date for such Multicurrency Revolving Lender) not later than the Foreign ’s tranche of Multicurrency Revolving Commitment Termination Date Credit Commitments (or such earlier date as the Foreign Multicurrency Revolving Credit Commitment of the relevant Ancillary Lender (or its Affiliates) is reduced to zero) and (E) shall otherwise be based upon normal commercial terms as #95106251v3 #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).