Common use of Utilisation of Ancillary Facilities Clause in Contracts

Utilisation of Ancillary Facilities. (a) Each Borrower (other than the US Borrower), may subject to paragraph (b) below, at any time at least 35 days prior to the Termination Date in respect of the Revolving Facility by delivery of a notice (a “Conversion Notice”) to the Facility Agent, request an Ancillary Facility to be established by the conversion of any Lender’s Available Revolving Facility Commitment (or any part of it) into an Ancillary Facility Commitment with effect from the date (in this Clause 6, the “Effective Date”) specified in the Conversion Notice (being a date not less than 3 Business Days after the date such Conversion Notice is received by the Facility Agent). (b) Each Conversion Notice shall specify: (i) the nominated Ancillary Facility Lender; (ii) the type of Ancillary Facility and the currency or currencies in which the relevant Borrower wishes such Ancillary Facility to be available; (iii) the proposed Sterling Amount of the original Ancillary Facility Commitment, being an amount equal to (i) the Available Revolving Facility Commitment of the nominated Ancillary Facility Lender or, if less, (ii) equal to or more than £5 million; (iv) the commencement and expiry date for the relevant Ancillary Facility (such expiry date not to extend beyond the Final Maturity Date in respect of the Revolving Facility); (v) if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount” and its maximum net amount (that amount being the “Designated Net Amount”; (vi) such other details as to the nature, amount, fees for and operation of the proposed Ancillary Facility as the Facility Agent and the nominated Ancillary Facility Lender may reasonably require. (c) The Facility Agent shall promptly notify each of the Lenders having a Revolving Facility Commitment of each Conversion Notice received pursuant to paragraph (a) above. (d) Any Lender nominated as an Ancillary Facility Lender which has notified the Facility Agent of its consent to such nomination shall be authorised to make the proposed Ancillary Facility available in accordance with the Conversion Notice (as approved by the Facility Agent) with effect on and from the Effective Date. No other Lender shall be obliged to consent to the nomination of the Ancillary Facility Lender. (e) Any material variation from the terms of the Ancillary Facility or any proposed increase or reduction of the Ancillary Facility Commitment shall be effected on and subject to the provisions of this Clause 6 mutatis mutandis as if such Ancillary Facility were newly requested, provided that the Sterling Amount of the Ancillary Facility Outstandings under each Ancillary Facility shall at no time exceed the related Ancillary Facility Commitment. (f) Each relevant Borrower may (subject to compliance with the applicable terms of the relevant Ancillary Facility) at any time by giving written notice to the Facility Agent and the relevant Ancillary Facility Lender cancel any Ancillary Facility Commitment pursuant to and in accordance with Clause 10.1 (Voluntary Cancellation), provided that on the date of such cancellation, that part of such Ancillary Facility Commitment as shall have been so cancelled shall be converted back into the Revolving Facility Commitment of the relevant Lender unless the Revolving Facility Commitments are also cancelled on such date. (g) The Ancillary Facility Commitment of any Ancillary Facility Lender shall terminate and be cancelled on the date agreed therefor between the relevant Ancillary Facility Lender and the relevant Borrower, provided such date shall be no later than the Termination Date in respect of the Revolving Facility (the “Ancillary Facility Termination Date”). Any Ancillary Facility Outstandings on the applicable Ancillary Facility Termination Date shall be repaid in full by the relevant Borrower on such date. (h) The Revolving Facility Commitment of each Lender at any time shall be reduced by the amount of any Ancillary Facility Commitment of such Lender at such time but shall, subject to any other provisions of this Agreement, automatically be increased by the amount of any portion of its Ancillary Facility Commitment which ceases to be made available to the relevant Borrowers for any reason (other than as a result of Utilisation of it) in accordance with the terms of such Ancillary Facility or is cancelled pursuant to paragraphs (f) or (g) above.

Utilisation of Ancillary Facilities. (a) Each Borrower (other than the US Borrower), may subject to paragraph (b) below, at any time at least 35 days prior to the Termination Date in respect of the Revolving Facility or Secondary Revolving Facility (as applicable) by delivery of a notice (a “Conversion Notice”) to the Facility Agent, request an Ancillary Facility to be established by the conversion of any Lender’s Available Revolving Facility Commitment or Available Secondary Revolving Facility Commitment, as applicable (or any part of it) into an Ancillary Facility Commitment with effect from the date (in this Clause 6, the “Effective Date”) specified in the Conversion Notice (being a date not less than 3 Business Days after the date such Conversion Notice is received by the Facility Agent). (b) Each Conversion Notice shall specify: (i) the nominated Ancillary Facility Lender; (ii) the type of Ancillary Facility and the currency or currencies in which the relevant Borrower wishes such Ancillary Facility to be available; (iii) the proposed Sterling Amount of the original Ancillary Facility Commitment, being an amount equal to (i) the Available Revolving Facility Commitment or Available Secondary Revolving Facility Commitment (as applicable) of the nominated Ancillary Facility Lender or, if less, (ii) equal to or more than £5 million; (iv) the commencement and expiry date for the relevant Ancillary Facility (such expiry date not to extend beyond the Final Maturity Date in respect of the relevant Revolving Facility or Secondary Revolving Facility); (v) if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount” and its maximum net amount (that amount being the “Designated Net Amount”; (vi) such other details as to the nature, amount, fees for and operation of the proposed Ancillary Facility as the Facility Agent and the nominated Ancillary Facility Lender may reasonably require. (c) The Facility Agent shall promptly notify each of the Lenders having a Revolving Facility Commitment or Secondary Revolving Facility Commitment of each Conversion Notice received pursuant to paragraph (a) above. (d) Any Lender nominated as an Ancillary Facility Lender which has notified the Facility Agent of its consent to such nomination shall be authorised to make the proposed Ancillary Facility available in accordance with the Conversion Notice (as approved by the Facility Agent) with effect on and from the Effective Date. No other Lender shall be obliged to consent to the nomination of the Ancillary Facility Lender. (e) Any material variation from the terms of the Ancillary Facility or any proposed increase or reduction of the Ancillary Facility Commitment shall be effected on and subject to the provisions of this Clause 6 mutatis mutandis as if such Ancillary Facility were newly requested, provided that the Sterling Amount of the Ancillary Facility Outstandings under each Ancillary Facility shall at no time exceed the related Ancillary Facility Commitment. (f) Each relevant Borrower may (subject to compliance with the applicable terms of the relevant Ancillary Facility) at any time by giving written notice to the Facility Agent and the relevant Ancillary Facility Lender cancel any Ancillary Facility Commitment pursuant to and in accordance with Clause 10.1 (Voluntary Cancellation), provided that on the date of such cancellation, that part of such Ancillary Facility Commitment as shall have been so cancelled shall be converted back into the Revolving Facility Commitment or Secondary Revolving Facility Commitment, as applicable, of the relevant Lender unless the Revolving Facility Commitments or Secondary Revolving Facility Commitments, as applicable, are also cancelled on such date. (g) The Ancillary Facility Commitment of any Ancillary Facility Lender shall terminate and be cancelled on the date agreed therefor between the relevant Ancillary Facility Lender and the relevant Borrower, provided such date shall be no later than the Termination Date in respect of the Revolving Facility or Secondary Revolving Facility, as applicable, in respect of which such Ancillary Facility Lender has a Commitment (the “Ancillary Facility Termination Date”). Any Ancillary Facility Outstandings on the applicable Ancillary Facility Termination Date shall be repaid in full by the relevant Borrower on such date. (h) The Revolving Facility Commitment or Secondary Revolving Facility Commitment (as applicable) of each Lender at any time shall be reduced by the amount of any Ancillary Facility Commitment of such Lender at such time but such reduced Commitment shall, subject to any other provisions of this Agreement, automatically be increased by the amount of any portion of its Ancillary Facility Commitment which ceases to be made available to the relevant Borrowers for any reason (other than as a result of Utilisation of it) in accordance with the terms of such Ancillary Facility or is cancelled pursuant to paragraphs (f) or (g) above.

Utilisation of Ancillary Facilities. (a) Each Borrower (other than the US Borrower)may, may subject to paragraph (b) below, at any time at least 35 days prior to the Termination Date in respect of the Revolving Facility by delivery of a notice (a “Conversion Notice”) to the Facility Agent, request an Ancillary Facility to be established by the conversion of any Lender’s Available Revolving Facility Commitment (or any part of it) into an Ancillary Facility Commitment with effect from the date (in this Clause 6, the “Effective Date”) specified in the Conversion Notice (being a date not less than 3 5 Business Days after the date such Conversion Notice is received by the Facility Agent). (b) Each Conversion Notice shall specify: (i) the proposed Borrower(s) (or any Affiliate of a Borrower that is a member of the Bank Group) which may use the Ancillary Facility; (ii) the nominated Ancillary Facility Lender; (iiiii) the type of Ancillary Facility and the currency or currencies in which the relevant Borrower wishes such Ancillary Facility to be available; (iiiiv) the proposed Sterling Amount of the original Ancillary Facility Commitment, being an amount equal to (i) equal to the Available Revolving Facility Commitment of the nominated Ancillary Facility Lender or, if less, (ii) equal to or more than £5 1 million; (ivv) the commencement Effective Date and expiry date for the relevant Ancillary Facility (such expiry date not to extend beyond the Final Maturity Date in respect of the Revolving Facility); (vvi) if the Ancillary Facility is an overdraft facility comprising more than one account account, its maximum gross amount (that amount being the “Designated Gross Amount” and its maximum net amount (that amount being the “Designated Net Amount”;); and (vivii) such other details as to the nature, amount, fees for and operation of the proposed Ancillary Facility as the Facility Agent and the nominated Ancillary Facility Lender may reasonably require. (c) The Facility Agent shall promptly notify each of the Company, the nominated Ancillary Facility Lender and the Lenders having a Revolving Facility Commitment of each Conversion Notice received pursuant to paragraph (a) above. (d) Any Lender nominated as an Ancillary Facility Lender which has notified the Facility Agent of its consent to such nomination shall be authorised to make the proposed Ancillary Facility available in accordance with the Conversion Notice (as approved by the Facility Agent) with effect on and from the Effective Date. No other Lender shall be obliged to consent to the nomination of the Ancillary Facility Lender. (e) Any material variation from the terms of the Ancillary Facility or any proposed increase or reduction or extension of the Ancillary Facility Commitment shall be effected on and subject to the provisions of this Clause 6 mutatis mutandis as if such Ancillary Facility were newly requestedrequested (including, for the avoidance of doubt, that such newly requested Ancillary Facility shall only take effect from a date not less than 5 Business Days after the date the Facility Agent has received notice of the modification or variation or extension), provided that the Sterling Amount of the Ancillary Facility Outstandings under each Ancillary Facility provided by an Ancillary Facility Lender shall at no time exceed the related Available Revolving Facility Commitment of that Ancillary Facility CommitmentLender. (f) Each relevant Borrower may (subject to compliance with the applicable terms of the relevant Ancillary Facility) at any time by giving written notice to the Facility Agent and the relevant Ancillary Facility Lender cancel any Ancillary Facility Commitment pursuant to and in accordance with Clause 10.1 (Voluntary Cancellation), provided that on the date of such cancellation, that part of such Ancillary Facility Commitment as shall have been so cancelled shall be converted back into the Revolving Facility Commitment of the relevant Lender unless the Revolving Facility Commitments are also cancelled on such date. (g) The Ancillary Facility Commitment of any Ancillary Facility Lender shall terminate and be cancelled on the date agreed therefor between the relevant Ancillary Facility Lender and the relevant Borrower, provided such date shall be no later than the Termination Date in respect of the Revolving Facility (the “Ancillary Facility Termination Date”). Any Ancillary Facility Outstandings on the applicable Ancillary Facility Termination Date shall be repaid in full by the relevant Borrower on such date. (h) The Revolving Facility Commitment of each Lender at any time shall be reduced by the amount of any Ancillary Facility Commitment of such Lender at such time but such reduced Commitment shall, subject to any other provisions of this Agreement, automatically be increased by the amount of any portion of its Ancillary Facility Commitment which ceases to be made available to the relevant Borrowers for any reason (other than as a result of Utilisation of it) in accordance with the terms of such Ancillary Facility or is cancelled pursuant to paragraphs (f) or (g) above.

Utilisation of Ancillary Facilities. (a) Each Borrower (other than the US Borrower)may, may subject to paragraph (b) below, at any time at least 35 days prior to the Termination Date in respect of the a Revolving Facility by delivery of a notice (a “Conversion Notice”) to the Facility Agent, request an Ancillary Facility to be established by the conversion of any Lender’s Available Commitment under a Revolving Facility Commitment (or any part of it) into an Ancillary Facility Commitment with effect from the date (in this Clause 6, the “Ancillary Facility Effective Date”) specified in the Conversion Notice (being a date not less than 3 5 Business Days after the date such Conversion Notice is received by the Facility Agent). (b) Each Conversion Notice shall specify: (i) the proposed Borrower(s) (or any Affiliate of the Borrower(s) that is a member of the Group) which may use the Ancillary Facility; (ii) the nominated Ancillary Facility Lender; (iiiii) the type of Ancillary Facility and the currency or currencies in which the relevant Borrower wishes such Ancillary Facility to be available; (iiiiv) the proposed Sterling Amount amount of the original Ancillary Facility Commitment, being an amount equal to (i) equal to the Available Revolving Facility Commitment of the nominated Ancillary Facility Lender under a Revolving Facility or, if less, (ii) equal to or more than £5 millionEUR 1,000,000; (ivv) the commencement Ancillary Facility Effective Date and expiry date for the relevant Ancillary Facility (such expiry date not to extend beyond the Final Maturity Date maturity date in respect of the Revolving Facility); (vvi) if the Ancillary Facility is an overdraft facility comprising more than one account account, its maximum gross amount (that amount being the “Designated Gross Amount” ”) and its maximum net amount (that amount being the “Designated Net Amount”;); and (vivii) such other details as to the nature, amount, fees for and operation of the proposed Ancillary Facility as the Facility Agent and the nominated Ancillary Facility Lender may reasonably require. (c) The Facility Agent shall promptly notify each of the Company, the nominated Ancillary Facility Lender and the Lenders having a Revolving Facility Commitment of each Conversion Notice received pursuant to paragraph (a) above. (d) Any Lender nominated as an Ancillary Facility Lender which has notified the Facility Agent of its consent to such nomination shall be authorised to make the proposed Ancillary Facility available in accordance with the Conversion Notice (as approved by the Facility Agent) with effect on and from the Ancillary Facility Effective Date. No other Lender shall be obliged to consent to the nomination of the Ancillary Facility Lender. (e) Any material variation from the terms of the Ancillary Facility or any proposed increase or reduction or extension of the Ancillary Facility Commitment shall be effected on and subject to the provisions of this Clause 6 mutatis mutandis as if such Ancillary Facility were newly requestedrequested (including, for the avoidance of doubt, that such newly requested Ancillary Facility shall only take effect from a date not less than 5 Business Days after the date the Facility Agent has received notice of the modification or variation or extension), provided that the Sterling Amount amount of the Ancillary Facility Outstandings under each Ancillary Facility provided by an Ancillary Facility Lender shall at no time exceed the related Available Commitment under the relevant Revolving Facility of that Ancillary Facility CommitmentLender. (f) Each relevant Borrower may (subject to compliance with the applicable terms of the relevant Ancillary Facility) at any time by giving written notice to the Facility Agent and the relevant Ancillary Facility Lender cancel any Ancillary Facility Commitment pursuant to and in accordance with Clause 10.1 9.7 (Voluntary Cancellation), provided that on the date of such cancellation, that part of such Ancillary Facility Commitment as shall have been so cancelled shall be converted back into the Revolving Facility Commitment of the relevant Lender unless the Revolving Facility Commitments are also cancelled on such date. (g) The Ancillary Facility Commitment of any Ancillary Facility Lender shall terminate and be cancelled on the date agreed therefor between the relevant Ancillary Facility Lender and the relevant Borrower, provided such date shall be no later than the Termination Date in respect of the Revolving Facility (the “Ancillary Facility Termination Date”). Any Ancillary Facility Outstandings on the applicable Ancillary Facility Termination Date shall be repaid in full by the relevant Borrower on such date. (h) The Revolving Facility Commitment of each Lender at any time shall be reduced by the amount of any Ancillary Facility Commitment of such Lender at such time but such reduced Commitment shall, subject to any other provisions of this Agreement, automatically be increased by the amount of any portion of its Ancillary Facility Commitment which ceases to be made available to the relevant Borrowers for any reason (other than as a result of Utilisation of it) in accordance with the terms of such Ancillary Facility or is cancelled pursuant to paragraphs (f) or (g) above.

Utilisation of Ancillary Facilities. (a) Each Borrower (other than the US Borrower)may, may subject to paragraph (b) below, at any time at least 35 days prior to the Termination Date in respect of the Revolving Facility by delivery of a notice (a “Conversion Notice”) to the Facility Agent, request an Ancillary Facility to be established by the conversion of any Lender’s Available Revolving Facility Commitment (or any part of it) into an Ancillary Facility Commitment with effect from the date (in this Clause 6, the “Effective Date”) specified in the Conversion Notice (being a date not less than 3 5 Business Days after the date such Conversion Notice is received by the Facility Agent). (b) Each Conversion Notice shall specify: (i) the proposed Borrower(s) (or any Affiliate of a Borrower that is a member of the Bank Group) which may use the Ancillary Facility; (ii) the nominated Ancillary Facility Lender; (iiiii) the type of Ancillary Facility and the currency or currencies in which the relevant Borrower wishes such Ancillary Facility to be available; (iiiiv) the proposed Sterling Amount of the original Ancillary Facility Commitment, being an amount equal to (i) the Available Revolving Facility Commitment of the nominated Ancillary Facility Lender or, if less, (ii) equal to or more than £5 1 million; (ivv) the commencement Effective Date and expiry date for the relevant Ancillary Facility (such expiry date not to extend beyond the Final Maturity Date in respect of the Revolving Facility); (vvi) if the Ancillary Facility is an overdraft facility comprising more than one account account, its maximum gross amount (that amount being the “Designated Gross Amount” and its maximum net amount (that amount being the “Designated Net Amount”;); and (vivii) such other details as to the nature, amount, fees for and operation of the proposed Ancillary Facility as the Facility Agent and the nominated Ancillary Facility Lender may reasonably require. (c) The Facility Agent shall promptly notify each of the Company, the nominated Ancillary Facility Lender and the Lenders having a Revolving Facility Commitment of each Conversion Notice received pursuant to paragraph (a) above. (d) Any Lender nominated as an Ancillary Facility Lender which has notified the Facility Agent of its consent to such nomination shall be authorised to make the proposed Ancillary Facility available in accordance with the Conversion Notice (as approved by the Facility Agent) with effect on and from the Effective Date. No other Lender shall be obliged to consent to the nomination of the Ancillary Facility Lender. (e) Any material variation from the terms of the Ancillary Facility or any proposed increase or reduction or extension of the Ancillary Facility Commitment shall be effected on and subject to the provisions of this Clause 6 mutatis mutandis as if such Ancillary Facility were newly requestedrequested (including, for the avoidance of doubt, that such newly requested Ancillary Facility shall only take effect from a date not less than 5 Business Days after the date the Facility Agent has received notice of the modification or variation or extension), provided that the Sterling Amount of the Ancillary Facility Outstandings under each Ancillary Facility provided by an Ancillary Facility Lender shall at no time exceed the related Available Revolving Facility Commitment of that Ancillary Facility CommitmentLender. (f) Each relevant Borrower may (subject to compliance with the applicable terms of the relevant Ancillary Facility) at any time by giving written notice to the Facility Agent and the relevant Ancillary Facility Lender cancel any Ancillary Facility Commitment pursuant to and in accordance with Clause 10.1 (Voluntary Cancellation), provided that on the date of such cancellation, that part of such Ancillary Facility Commitment as shall have been so cancelled shall be converted back into the Revolving Facility Commitment of the relevant Lender unless the Revolving Facility Commitments are also cancelled on such date. (g) The Ancillary Facility Commitment of any Ancillary Facility Lender shall terminate and be cancelled on the date agreed therefor between the relevant Ancillary Facility Lender and the relevant Borrower, provided such date shall be no later than the Termination Date in respect of the Revolving Facility (the “Ancillary Facility Termination Date”). Any Ancillary Facility Outstandings on the applicable Ancillary Facility Termination Date shall be repaid in full by the relevant Borrower on such date. (h) The Revolving Facility Commitment of each Lender at any time shall be reduced by the amount of any Ancillary Facility Commitment of such Lender at such time but such reduced Commitment shall, subject to any other provisions of this Agreement, automatically be increased by the amount of any portion of its Ancillary Facility Commitment which ceases to be made available to the relevant Borrowers for any reason (other than as a result of Utilisation of it) in accordance with the terms of such Ancillary Facility or is cancelled pursuant to paragraphs (f) or (g) above.

Utilisation of Ancillary Facilities. (a) Each Borrower (other than the US Borrower)may, may subject to paragraph (b) below, at any time at least 35 days prior to the Termination Date in respect of the a Revolving Facility by delivery of a notice (a “Conversion Notice”) to the Facility Agent, request an Ancillary Facility to be established by the conversion of any Lender’s Available Commitment under a Revolving Facility Commitment (or any part of it) into an Ancillary Facility Commitment with effect from the date (in this Clause 6, the “Ancillary Facility Effective Date”) specified in the Conversion Notice (being a date not less than 3 5 Business Days after the date such Conversion Notice is received by the Facility Agent). (b) Each Conversion Notice shall specify: (i) the proposed Borrower(s) (or any Affiliate of the Borrower(s) that is a member of the Group) which may use the Ancillary Facility; (ii) the nominated Ancillary Facility Lender; (iiiii) the type of Ancillary Facility and the currency or currencies in which the relevant Borrower wishes such Ancillary Facility to be available; (iiiiv) the proposed Sterling Amount amount of the original Ancillary Facility Commitment, being an amount equal to (i) equal to the Available Revolving Facility Commitment of the nominated Ancillary Facility Lender under a Revolving Facility or, if less, (ii) equal to or more than £5 million€1,000,000; (ivv) the commencement Ancillary Facility Effective Date and expiry date for the relevant Ancillary Facility (such expiry date not to extend beyond the Final Maturity Date maturity date in respect of the Revolving Facility); (vvi) if the Ancillary Facility is an overdraft facility comprising more than one account account, its maximum gross amount (that amount being the “Designated Gross Amount” ”) and its maximum net amount (that amount being the “Designated Net Amount”;); and (vivii) such other details as to the nature, amount, fees for and operation of the proposed Ancillary Facility as the Facility Agent and the nominated Ancillary Facility Lender may reasonably require. (c) The Facility Agent shall promptly notify each of the Company, the nominated Ancillary Facility Lender and the Lenders having a Revolving Facility Commitment of each Conversion Notice received pursuant to paragraph (a) above. (d) Any Lender nominated as an Ancillary Facility Lender which has notified the Facility Agent of its consent to such nomination shall be authorised to make the proposed Ancillary Facility available in accordance with the Conversion Notice (as approved by the Facility Agent) with effect on and from the Ancillary Facility Effective Date. No other Lender shall be obliged to consent to the nomination of the Ancillary Facility Lender. (e) Any material variation from the terms of the Ancillary Facility or any proposed increase or reduction or extension of the Ancillary Facility Commitment shall be effected on and subject to the provisions of this Clause 6 mutatis mutandis as if such Ancillary Facility were newly requestedrequested (including, for the avoidance of doubt, that such newly requested Ancillary Facility shall only take effect from a date not less than 5 Business Days after the date the Facility Agent has received notice of the modification or variation or extension), provided that the Sterling Amount amount of the Ancillary Facility Outstandings under each Ancillary Facility provided by an Ancillary Facility Lender shall at no time exceed the related Available Commitment under the relevant Revolving Facility of that Ancillary Facility CommitmentLender. (f) Each relevant Borrower may (subject to compliance with the applicable terms of the relevant Ancillary Facility) at any time by giving written notice to the Facility Agent and the relevant Ancillary Facility Lender cancel any Ancillary Facility Commitment pursuant to and in accordance with Clause 10.1 9.7 (Voluntary Cancellation), provided that on the date of such cancellation, that part of such Ancillary Facility Commitment as shall have been so cancelled shall be converted back into the Revolving Facility Commitment of the relevant Lender unless the Revolving Facility Commitments are also cancelled on such date. (g) The Ancillary Facility Commitment of any Ancillary Facility Lender shall terminate and be cancelled on the date agreed therefor between the relevant Ancillary Facility Lender and the relevant Borrower, provided such date shall be no later than the Termination Date in respect of the Revolving Facility (the “Ancillary Facility Termination Date”). Any Ancillary Facility Outstandings on the applicable Ancillary Facility Termination Date shall be repaid in full by the relevant Borrower on such date. (h) The Revolving Facility Commitment of each Lender at any time shall be reduced by the amount of any Ancillary Facility Commitment of such Lender at such time but shall, subject to any other provisions of this Agreement, automatically be increased by the amount of any portion of its Ancillary Facility Commitment which ceases to be made available to the relevant Borrowers for any reason (other than as a result of Utilisation of it) in accordance with the terms of such Ancillary Facility or is cancelled pursuant to paragraphs (f) or (g) above.the

Utilisation of Ancillary Facilities. (a) Each Borrower (other than the US Borrower)may, may subject to paragraph (b) below, at any time at least 35 days prior to the Termination Date in respect of the a Revolving Facility by delivery of a notice (a “Conversion Notice”) to the Facility Agent, request an Ancillary Facility to be established by the conversion of any Lender’s Available Commitment under a Revolving Facility Commitment (or any part of it) into an Ancillary Facility Commitment with effect from the date (in this Clause 6, the “Ancillary Facility Effective Date”) specified in the Conversion Notice (being a date not less than 3 5 Business Days after the date such Conversion Notice is received by the Facility Agent).. 63140965_9 (b) Each Conversion Notice shall specify: (i) the proposed Borrower(s) (or any Affiliate of the Borrower(s) that is a member of the Group) which may use the Ancillary Facility; (ii) the nominated Ancillary Facility Lender; (iiiii) the type of Ancillary Facility and the currency or currencies in which the relevant Borrower wishes such Ancillary Facility to be available; (iiiiv) the proposed Sterling Amount amount of the original Ancillary Facility Commitment, being an amount equal to (i) equal to the Available Revolving Facility Commitment of the nominated Ancillary Facility Lender under a Revolving Facility or, if less, (ii) equal to or more than £5 millionEUR 1,000,000; (ivv) the commencement Ancillary Facility Effective Date and expiry date for the relevant Ancillary Facility (such expiry date not to extend beyond the Final Maturity Date maturity date in respect of the Revolving Facility); (vvi) if the Ancillary Facility is an overdraft facility comprising more than one account account, its maximum gross amount (that amount being the “Designated Gross Amount” ”) and its maximum net amount (that amount being the “Designated Net Amount”;); and (vivii) such other details as to the nature, amount, fees for and operation of the proposed Ancillary Facility as the Facility Agent and the nominated Ancillary Facility Lender may reasonably require. (c) The Facility Agent shall promptly notify each of the Company, the nominated Ancillary Facility Lender and the Lenders having a Revolving Facility Commitment of each Conversion Notice received pursuant to paragraph (a) above. (d) Any Lender nominated as an Ancillary Facility Lender which has notified the Facility Agent of its consent to such nomination shall be authorised to make the proposed Ancillary Facility available in accordance with the Conversion Notice (as approved by the Facility Agent) with effect on and from the Ancillary Facility Effective Date. No other Lender shall be obliged to consent to the nomination of the Ancillary Facility Lender. (e) Any material variation from the terms of the Ancillary Facility or any proposed increase or reduction or extension of the Ancillary Facility Commitment shall be effected on and subject to the provisions of this Clause 6 mutatis mutandis as if such Ancillary Facility were newly requestedrequested (including, for the avoidance of doubt, that such newly requested Ancillary Facility shall only take effect from a date not less than 5 Business Days after the date the Facility Agent has received notice of the modification or variation or extension), provided that the Sterling Amount amount of the Ancillary Facility Outstandings under each Ancillary Facility provided by an Ancillary Facility Lender shall at no time exceed the related Available Commitment under the relevant Revolving Facility of that Ancillary Facility Commitment.Lender. 63140965_9 (f) Each relevant Borrower may (subject to compliance with the applicable terms of the relevant Ancillary Facility) at any time by giving written notice to the Facility Agent and the relevant Ancillary Facility Lender cancel any Ancillary Facility Commitment pursuant to and in accordance with Clause 10.1 9.7 (Voluntary Cancellation), provided that on the date of such cancellation, that part of such Ancillary Facility Commitment as shall have been so cancelled shall be converted back into the Revolving Facility Commitment of the relevant Lender unless the Revolving Facility Commitments are also cancelled on such date. (g) The Ancillary Facility Commitment of any Ancillary Facility Lender shall terminate and be cancelled on the date agreed therefor between the relevant Ancillary Facility Lender and the relevant Borrower, provided such date shall be no later than the Termination Date in respect of the Revolving Facility (the “Ancillary Facility Termination Date”). Any Ancillary Facility Outstandings on the applicable Ancillary Facility Termination Date shall be repaid in full by the relevant Borrower on such date. (h) The Revolving Facility Commitment of each Lender at any time shall be reduced by the amount of any Ancillary Facility Commitment of such Lender at such time but such reduced Commitment shall, subject to any other provisions of this Agreement, automatically be increased by the amount of any portion of its Ancillary Facility Commitment which ceases to be made available to the relevant Borrowers for any reason (other than as a result of Utilisation of it) in accordance with the terms of such Ancillary Facility or is cancelled pursuant to paragraphs (f) or (g) above.

Utilisation of Ancillary Facilities. (a) Each Borrower (other than the US Borrower)TCN may, may subject to paragraph paragraphs (b) and (c) below, at any time at least 35 days prior to the Termination Date in respect of the Revolving Facility by delivery of a notice (a “Conversion Notice”) to the Facility Agent, request an Ancillary Facility to be established by the conversion of any Lender’s Available Revolving Facility Commitment (or any part of it) into an Ancillary Facility Commitment with effect from the date (in this Clause 6, the “Effective Date”) specified in the Conversion Notice (being a date not less than 3 Business Days after the date such Conversion Notice is received by the Facility Agent). (b) Each Conversion Notice shall specify: (i) the nominated Ancillary Facility Lender; (ii) the type of Ancillary Facility and the currency or currencies in which the relevant Borrower TCN wishes such Ancillary Facility to be available; (iii) the proposed Sterling Amount of the original Ancillary Facility CommitmentCommitment (subject always to paragraph (c) below), being an amount equal to (i) the Available Revolving Facility Commitment of the nominated Ancillary Facility Lender or, if less, (ii) equal to or more than £5 million5,000,000; (iv) the commencement and expiry date for the relevant Ancillary Facility (such expiry date not to extend beyond the Final Maturity Date in respect of the Revolving Facility);; and (v) if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount” and its maximum net amount (that amount being the “Designated Net Amount”; (vi) such other details as to the nature, amount, fees for and operation of the proposed Ancillary Facility as the Facility Agent and the nominated Ancillary Facility Lender may reasonably require. (c) The aggregate Sterling Amount of the Revolving Facility Commitments which may at any time be utilised by way of Ancillary Facilities shall not exceed £60,000,000. (d) The Facility Agent shall promptly notify each of the Lenders having a Revolving Facility Commitment of each Conversion Notice received pursuant to paragraph (a) above. (de) Any Lender nominated as an Ancillary Facility Lender which has notified the Facility Agent of its consent to such nomination shall be authorised to make the proposed Ancillary Facility available in accordance with the Conversion Notice (as approved by the Facility Agent) with effect on and from the Effective Date. No other Lender shall be obliged to consent to the nomination of the Ancillary Facility Lender. (ef) Any material variation from the terms of the Ancillary Facility or any proposed increase or reduction of the Ancillary Facility Commitment shall be effected on and subject to the provisions of this Clause 6 mutatis mutandis as if such Ancillary Facility were newly requested, provided that the Sterling Amount of the Ancillary Facility Outstandings under each Ancillary Facility shall at no time exceed the related Ancillary Facility Commitment. (fg) Each relevant Borrower TCN may (subject to compliance with the applicable terms of the relevant Ancillary Facility) at any time by giving written notice to the Facility Agent and the relevant Ancillary Facility Lender cancel any Ancillary Facility Commitment pursuant to and in accordance with Clause 10.1 9.1 (Voluntary Cancellation), provided that on the date of such cancellation, that part of such Ancillary Facility Commitment as shall have been so cancelled shall be converted back into the Revolving Facility Commitment of the relevant Lender unless the Revolving Facility Commitments are also cancelled on such date. (gh) The Ancillary Facility Commitment of any Ancillary Facility Lender shall terminate and be cancelled on the date agreed therefor between the relevant Ancillary Facility Lender and the relevant BorrowerTCN, provided such date shall be no later than the Termination Date in respect of the Revolving Facility (the “Ancillary Facility Termination Date”). Any Ancillary Facility Outstandings on the applicable Ancillary Facility Termination Date shall be repaid in full by the relevant Borrower TCN on such date. (hi) The Revolving Facility Commitment of each Lender at any time shall be reduced by the amount of any Ancillary Facility Commitment of such Lender at such time but shall, subject to any other provisions of this Agreement, automatically be increased by the amount of any portion of its Ancillary Facility Commitment which ceases to be made available to the relevant Borrowers TCN for any reason (other than as a result of Utilisation of it) in accordance with the terms of such Ancillary Facility or is cancelled pursuant to paragraphs (fg) or (gh) above.

Utilisation of Ancillary Facilities. (a) Each Borrower (other than the US Borrower)may, may subject to paragraph (b) below, at any time at least 35 days prior to the Termination Date in respect of the a Revolving Facility by delivery of a notice (a “Conversion Notice”) to the Facility Agent, request an Ancillary Facility to be established by the conversion of any Lender’s Available Commitment under a Revolving Facility Commitment (or any part of it) into an Ancillary Facility Commitment 44 63529049_1 with effect from the date (in this Clause 66 (Ancillary Facilities), the “Ancillary Facility Effective Date”) specified in the Conversion Notice (being a date not less than 3 5 Business Days after the date such Conversion Notice is received by the Facility Agent). (b) Each Conversion Notice shall specify: (i) the proposed Borrower(s) (or any Affiliate of the Borrower(s) that is a member of the Group) which may use the Ancillary Facility; (ii) the nominated Ancillary Facility Lender; (iiiii) the type of Ancillary Facility and the currency or currencies in which the relevant Borrower wishes such Ancillary Facility to be available; (iiiiv) the proposed Sterling Amount amount of the original Ancillary Facility Commitment, being an amount equal to (i) equal to the Available Revolving Facility Commitment of the nominated Ancillary Facility Lender under a Revolving Facility or, if less, (ii) equal to or more than £5 millionEUR 1,000,000; (ivv) the commencement Ancillary Facility Effective Date and expiry date for the relevant Ancillary Facility (such expiry date not to extend beyond the Final Maturity Date maturity date in respect of the Revolving Facility); (vvi) if the Ancillary Facility is an overdraft facility comprising more than one account account, its maximum gross amount (that amount being the “Designated Gross Amount” ”) and its maximum net amount (that amount being the “Designated Net Amount”;); and (vivii) such other details as to the nature, amount, fees for and operation of the proposed Ancillary Facility as the Facility Agent and the nominated Ancillary Facility Lender may reasonably require. (c) The Facility Agent shall promptly notify each of the Company, the nominated Ancillary Facility Lender and the Lenders having a Revolving Facility Commitment of each Conversion Notice received pursuant to paragraph (a) above. (d) Any Lender nominated as an Ancillary Facility Lender which has notified the Facility Agent of its consent to such nomination shall be authorised to make the proposed Ancillary Facility available in accordance with the Conversion Notice (as approved by the Facility Agent) with effect on and from the Ancillary Facility Effective Date. No other Lender shall be obliged to consent to the nomination of the Ancillary Facility Lender.. 45 63529049_1 (e) Any material variation from the terms of the Ancillary Facility or any proposed increase or reduction or extension of the Ancillary Facility Commitment shall be effected on and subject to the provisions of this Clause 6 (Ancillary Facilities) mutatis mutandis as if such Ancillary Facility were newly requestedrequested (including, for the avoidance of doubt, that such newly requested Ancillary Facility shall only take effect from a date not less than 5 Business Days after the date the Facility Agent has received notice of the modification or variation or extension), provided that the Sterling Amount amount of the Ancillary Facility Outstandings under each Ancillary Facility provided by an Ancillary Facility Lender shall at no time exceed the related Available Commitment under the relevant Revolving Facility of that Ancillary Facility CommitmentLender. (f) Each relevant Borrower may (subject to compliance with the applicable terms of the relevant Ancillary Facility) at any time by giving written notice to the Facility Agent and the relevant Ancillary Facility Lender cancel any Ancillary Facility Commitment pursuant to and in accordance with Clause 10.1 9.7 (Voluntary Cancellation), provided that on the date of such cancellation, that part of such Ancillary Facility Commitment as shall have been so cancelled shall be converted back into the Revolving Facility Commitment of the relevant Lender unless the Revolving Facility Commitments are also cancelled on such date. (g) The Ancillary Facility Commitment of any Ancillary Facility Lender shall terminate and be cancelled on the date agreed therefor between the relevant Ancillary Facility Lender and the relevant Borrower, provided such date shall be no later than the Termination Date in respect of the Revolving Facility (the “Ancillary Facility Termination Date”). Any Ancillary Facility Outstandings on the applicable Ancillary Facility Termination Date shall be repaid in full by the relevant Borrower on such date. (h) The Revolving Facility Commitment of each Lender at any time shall be reduced by the amount of any Ancillary Facility Commitment of such Lender at such time but such reduced Commitment shall, subject to any other provisions of this Agreement, automatically be increased by the amount of any portion of its Ancillary Facility Commitment which ceases to be made available to the relevant Borrowers for any reason (other than as a result of Utilisation of it) in accordance with the terms of such Ancillary Facility or is cancelled pursuant to paragraphs (f) or (g) above.

Utilisation of Ancillary Facilities. (a) Each Borrower (other than the US Borrower), may subject to paragraph (b) below, at any time at least 35 days prior to the Termination Date in respect of the Revolving Facility or Secondary Revolving Facility (as applicable) by delivery of a notice (a “Conversion Notice”) to the Facility Agent, request an Ancillary Facility to be established by the conversion of any Lender’s Lenders Available Revolving Facility Commitment or Available Secondary Revolving Facility Commitment, as applicable (or any part of it) into an Ancillary Facility Commitment with effect from the date (in this Clause 6, the “Effective Date”) specified in the Conversion Notice (being a date not less than 3 Business Days after the date such Conversion Notice is received by the Facility Agent). (b) Each Conversion Notice shall specify: (i) the nominated Ancillary Facility Lender; (ii) the type of Ancillary Facility and the currency or currencies in which the relevant Borrower wishes such Ancillary Facility to be available; (iii) the proposed Sterling Amount of the original Ancillary Facility Commitment, being an amount equal to (i) the Available Revolving Facility Commitment or Available Secondary Revolving Facility Commitment (as applicable) of the nominated Ancillary Facility Lender or, if less, (ii) equal to or more than £5 million; (iv) the commencement and expiry date for the relevant Ancillary Facility (such expiry date not to extend beyond the Final Maturity Date in respect of the relevant Revolving Facility or Secondary Revolving Facility); (v) if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount” Amount and its maximum net amount (that amount being the “Designated Net Amount”; (vi) such other details as to the nature, amount, fees for and operation of the proposed Ancillary Facility as the Facility Agent and the nominated Ancillary Facility Lender may reasonably require. (c) The Facility Agent shall promptly notify each of the Lenders having a Revolving Facility Commitment or Secondary Revolving Facility Commitment of each Conversion Notice received pursuant to paragraph (a) above. (d) Any Lender nominated as an Ancillary Facility Lender which has notified the Facility Agent of its consent to such nomination shall be authorised to make the proposed Ancillary Facility available in accordance with the Conversion Notice (as approved by the Facility Agent) with effect on and from the Effective Date. No other Lender shall be obliged to consent to the nomination of the Ancillary Facility Lender. (e) Any material variation from the terms of the Ancillary Facility or any proposed increase or reduction of the Ancillary Facility Commitment shall be effected on and subject to the provisions of this Clause 6 mutatis mutandis as if such Ancillary Facility were newly requested, provided that the Sterling Amount of the Ancillary Facility Outstandings under each Ancillary Facility shall at no time exceed the related Ancillary Facility Commitment. (f) Each relevant Borrower may (subject to compliance with the applicable terms of the relevant Ancillary Facility) at any time by giving written notice to the Facility Agent and the relevant Ancillary Facility Lender cancel any Ancillary Facility Commitment pursuant to and in accordance with Clause 10.1 (Voluntary Cancellation), provided that on the date of such cancellation, that part of such Ancillary Facility Commitment as shall have been so cancelled shall be converted back into the Revolving Facility Commitment or Secondary Revolving Facility Commitment, as applicable, of the relevant Lender unless the Revolving Facility Commitments or Secondary Revolving Facility Commitments, as applicable, are also cancelled on such date. (g) The Ancillary Facility Commitment of any Ancillary Facility Lender shall terminate and be cancelled on the date agreed therefor between the relevant Ancillary Facility Lender and the relevant Borrower, provided such date shall be no later than the Termination Date in respect of the Revolving Facility or Secondary Revolving Facility, as applicable, in respect of which such Ancillary Facility Lender has a Commitment (the “Ancillary Facility Termination Date”). Any Ancillary Facility Outstandings on the applicable Ancillary Facility Termination Date shall be repaid in full by the relevant Borrower on such date. (h) The Revolving Facility Commitment or Secondary Revolving Facility Commitment (as applicable) of each Lender at any time shall be reduced by the amount of any Ancillary Facility Commitment of such Lender at such time but such reduced Commitment shall, subject to any other provisions of this Agreement, automatically be increased by the amount of any portion of its Ancillary Facility Commitment which ceases to be made available to the relevant Borrowers for any reason (other than as a result of Utilisation of it) in accordance with the terms of such Ancillary Facility or is cancelled pursuant to paragraphs (f) or (g) above.

Utilisation of Ancillary Facilities. (a) Each Borrower (other than the US Borrower)may, may subject to paragraph (b) below, at any time at least 35 days prior to the Termination Date in respect of the a Revolving Facility by delivery of a notice (a “Conversion Notice”) to the Facility Agent, request an Ancillary Facility to be established by the conversion of any Lender’s Available Commitment under a Revolving Facility Commitment (or any part of it) into an Ancillary Facility Commitment with effect from the date (in this Clause 6, the “Ancillary Facility Effective Date”) specified in the Conversion Notice (being a date not less than 3 5 Business Days after the date such Conversion Notice is received by the Facility Agent). (b) Each Conversion Notice shall specify: (i) the proposed Borrower(s) (or any Affiliate of the Borrower(s) that is a member of the Group) which may use the Ancillary Facility; (ii) the nominated Ancillary Facility Lender; (iiiii) the type of Ancillary Facility and the currency or currencies in which the relevant Borrower wishes such Ancillary Facility to be available; (iiiiv) the proposed Sterling Amount amount of the original Ancillary Facility Commitment, being an amount equal to (i) equal to the Available Revolving Facility Commitment of the nominated Ancillary Facility Lender under a Revolving Facility or, if less, (ii) equal to or more than £5 million€1,000,000; (ivv) the commencement Ancillary Facility Effective Date and expiry date for the relevant Ancillary Facility (such expiry date not to extend beyond the Final Maturity Date maturity date in respect of the Revolving Facility); (vvi) if the Ancillary Facility is an overdraft facility comprising more than one account account, its maximum gross amount (that amount being the “Designated Gross Amount” ”) and its maximum net amount (that amount being the “Designated Net Amount”;); and (vivii) such other details as to the nature, amount, fees for and operation of the proposed Ancillary Facility as the Facility Agent and the nominated Ancillary Facility Lender may reasonably require. (c) The Facility Agent shall promptly notify each of the Company, the nominated Ancillary Facility Lender and the Lenders having a Revolving Facility Commitment of each Conversion Notice received pursuant to paragraph (a) above. (d) Any Lender nominated as an Ancillary Facility Lender which has notified the Facility Agent of its consent to such nomination shall be authorised to make the proposed Ancillary Facility available in accordance with the Conversion Notice (as approved by the Facility Agent) with effect on and from the Ancillary Facility Effective Date. No other Lender shall be obliged to consent to the nomination of the Ancillary Facility Lender. (e) Any material variation from the terms of the Ancillary Facility or any proposed increase or reduction or extension of the Ancillary Facility Commitment shall be effected on and subject to the provisions of this Clause 6 mutatis mutandis as if such Ancillary Facility were newly requestedrequested (including, for the avoidance of doubt, that such newly requested Ancillary Facility shall only take effect from a date not less than 5 Business Days after the date the Facility Agent has received notice of the modification or variation or extension), provided that the Sterling Amount amount of the Ancillary Facility Outstandings under each Ancillary Facility provided by an Ancillary Facility Lender shall at no time exceed the related Available Commitment under the relevant Revolving Facility of that Ancillary Facility CommitmentLender. (f) Each relevant Borrower may (subject to compliance with the applicable terms of the relevant Ancillary Facility) at any time by giving written notice to the Facility Agent and the relevant Ancillary Facility Lender cancel any Ancillary Facility Commitment pursuant to and in accordance with Clause 10.1 9.7 (Voluntary Cancellation), provided that on the date of such cancellation, that part of such Ancillary Facility Commitment as shall have been so cancelled shall be converted back into the Revolving Facility Commitment of the relevant Lender unless the Revolving Facility Commitments are also cancelled on such date. (g) The Ancillary Facility Commitment of any Ancillary Facility Lender shall terminate and be cancelled on the date agreed therefor between the relevant Ancillary Facility Lender and the relevant Borrower, provided such date shall be no later than the Termination Date in respect of the Revolving Facility (the “Ancillary Facility Termination Date”). Any Ancillary Facility Outstandings on the applicable Ancillary Facility Termination Date shall be repaid in full by the relevant Borrower on such date. (h) The Revolving Facility Commitment of each Lender at any time shall be reduced by the amount of any Ancillary Facility Commitment of such Lender at such time but such reduced Commitment shall, subject to any other provisions of this Agreement, automatically be increased by the amount of any portion of its Ancillary Facility Commitment which ceases to be made available to the relevant Borrowers for any reason (other than as a result of Utilisation of it) in accordance with the terms of such Ancillary Facility or is cancelled pursuant to paragraphs (f) or (g) above.

Utilisation of Ancillary Facilities. (a) Each Borrower (other than the US Borrower)may, may subject to paragraph (b) below, at any time at least 35 days prior to the Termination Date in respect of the Revolving Facility by delivery of a notice (a “Conversion Notice”) to the Facility Agent, request an Ancillary Facility to be established (or, in the case of the Existing Ancillary Facility, designate such Existing Ancillary Facility as established) by the conversion of any Lender’s Available Revolving Facility Commitment (or any part of it) into an Ancillary Facility Commitment with effect from the date (in this Clause 68 (Ancillary Facilities), the “Effective Date”) specified in the Conversion Notice (being being, other than in relation to the Existing Ancillary Facility, a date not less than 3 5 Business Days after the date such Conversion Notice is received by the Facility Agent). (b) Each Conversion Notice shall specify: (i) the proposed Borrower(s) (or any Affiliate of the Borrower(s) that is a member of the Bank Group) which may use the Ancillary Facility; (ii) the nominated Ancillary Facility Lender; (iiiii) the type of Ancillary Facility and the currency or currencies in which the relevant Borrower wishes such Ancillary Facility to be available; (iiiiv) the proposed Sterling Euro Amount of the original Ancillary Facility Commitment, being an amount equal to (i) equal to the Available Revolving Facility Commitment of the nominated Ancillary Facility Lender or, if less, (ii) equal to or more than £5 million€1,000,000; (ivv) the commencement Effective Date and expiry date for the relevant Ancillary Facility (such expiry date not to extend beyond the Final Maturity Date in respect of the Revolving Facility); (vvi) if the Ancillary Facility is an overdraft facility comprising more than one account account, its maximum gross amount (that amount being the “Designated Gross Amount” ”) and its maximum net amount (that amount being the “Designated Net Amount”;); and (vivii) such other details as to the nature, amount, fees for and operation of the proposed Ancillary Facility as the Facility Agent and the nominated Ancillary Facility Lender may reasonably require. (c) The Facility Agent shall promptly notify each of the Parent, the nominated Ancillary Facility Lender and the Lenders having a Revolving Facility Commitment of each Conversion Notice received pursuant to paragraph (a) above. (d) Any Lender nominated as an Ancillary Facility Lender which has notified the Facility Agent of its consent to such nomination shall be authorised to make the proposed Ancillary Facility available in accordance with the Conversion Notice (as approved by the Facility Agent) with effect on and from the Effective Date. No other Lender shall be obliged to consent to the nomination of the Ancillary Facility Lender. (e) Any material variation from the terms of the Ancillary Facility or any proposed increase or reduction or extension of the Ancillary Facility Commitment shall be effected on and subject to the provisions of this Clause 6 8 (Ancillary Facilities) mutatis mutandis as if such Ancillary Facility were newly requestedrequested (including, for the avoidance of doubt, that such newly requested Ancillary Facility shall only take effect from a date not less than 5 Business Days after the date the Facility Agent has received notice of the modification or variation or extension), provided that the Sterling Euro Amount of the Ancillary Facility Outstandings under each Ancillary Facility provided by an Ancillary Facility Lender shall at no time exceed the related Available Revolving Facility Commitment of that Ancillary Facility CommitmentLender. (f) Each relevant Borrower may (subject to compliance with the applicable terms of the relevant Ancillary Facility) at any time by giving written notice to the Facility Agent and the relevant Ancillary Facility Lender cancel any Ancillary Facility Commitment pursuant to and in accordance with Clause 10.1 12.1 (Voluntary Cancellation), provided that on the date of such cancellation, that part of such Ancillary Facility Commitment as shall have been so cancelled shall be converted back into the Revolving Facility Commitment of the relevant Lender unless the Revolving Facility Commitments are also cancelled on such date. (g) The Ancillary Facility Commitment of any Ancillary Facility Lender shall terminate and be cancelled on the date agreed therefor between the relevant Ancillary Facility Lender and the relevant Borrower, provided such date shall be no later than the Termination Date in respect of the Revolving Facility (the “Ancillary Facility Termination Date”). Any Ancillary Facility Outstandings on the applicable Ancillary Facility Termination Date shall be repaid in full by the relevant Borrower on such date. (h) The Revolving Facility Commitment of each Lender at any time shall be reduced by the amount of any Ancillary Facility Commitment of such Lender at such time but such reduced Commitment shall, subject to any other provisions of this Agreement, automatically be increased by the amount of any portion of its Ancillary Facility Commitment which ceases to be made available to the relevant Borrowers for any reason (other than as a result of Utilisation of it) in accordance with the terms of such Ancillary Facility or is cancelled pursuant to paragraphs (f) or (g) above.

Utilisation of Ancillary Facilities. (a) Each The Borrower (other than the US Borrower)may, may subject to paragraph paragraphs (b) and (c) below, at any time at least 35 days prior to the Termination Date in respect of the Revolving Facility by delivery of a notice (a “Conversion Notice”) to the Facility Agent, request an Ancillary Facility to be established by the conversion of any Lender’s Available Revolving Facility Commitment (or any part of it) into an Ancillary Facility Commitment with effect from the date (in this Clause 6, the “Effective Date”) specified in the Conversion Notice (being a date not less than 3 Business Days after the date such Conversion Notice is received by the Facility Agent). (b) Each Conversion Notice shall specify: (i) the nominated Ancillary Facility Lender; (ii) the type of Ancillary Facility and the currency or currencies in which the relevant Borrower wishes such Ancillary Facility to be available; (iii) the proposed Sterling Amount of the original Ancillary Facility CommitmentCommitment (subject always to paragraph (c) below), being an amount equal to (i) the Available Revolving Facility Commitment of the nominated Ancillary Facility Lender or, if less, (ii) equal to or more than £5 million; (iv) the commencement and expiry date for the relevant Ancillary Facility (such expiry date not to extend beyond the Final Maturity Date in respect of the Revolving Facility);; and (v) if the Ancillary Facility is an overdraft facility comprising more than one account its maximum gross amount (that amount being the “Designated Gross Amount” and its maximum net amount (that amount being the “Designated Net Amount”; (vi) such other details as to the nature, amount, fees for and operation of the proposed Ancillary Facility as the Facility Agent and the nominated Ancillary Facility Lender may reasonably require. (c) The aggregate Sterling Amount of the Revolving Facility Commitments which may at any time be utilised by way of Ancillary Facilities shall not exceed £100 million and the aggregate Sterling Amount of Ancillary Facilities which may at any time be utilised by way of performance bond facilities shall not exceed £100 million. (d) The Facility Agent shall promptly notify each of the Lenders having a Revolving Facility Commitment of each Conversion Notice received pursuant to paragraph (a) above. (de) Any Lender nominated as an Ancillary Facility Lender which has notified the Facility Agent of its consent to such nomination shall shall, subject to the Facility Agent’s consent (not to be unreasonably withheld or delayed), be authorised to make the proposed Ancillary Facility available in accordance with the Conversion Notice (as approved by the Facility Agent) with effect on and from the Effective Date. No other Lender shall be obliged to consent to the nomination of the Ancillary Facility Lender. (ef) Any material variation from the terms of the Ancillary Facility or any proposed increase or reduction of the Ancillary Facility Commitment shall be effected on and subject to the provisions of this Clause 6 mutatis mutandis as if such Ancillary Facility were newly requested, provided that the Sterling Amount of the Ancillary Facility Outstandings under each Ancillary Facility shall at no time exceed the related Ancillary Facility Commitment. (fg) Each relevant The Borrower may (subject to compliance with the applicable terms of the relevant Ancillary Facility) at any time by giving written notice to the Facility Agent and the relevant Ancillary Facility Lender cancel any Ancillary Facility Commitment pursuant to and in accordance with Clause 10.1 (Voluntary Cancellation), provided that on the date of such cancellation, that part of such Ancillary Facility Commitment as shall have been so cancelled shall be converted back into the Revolving Facility Commitment of the relevant Lender unless the Revolving Facility Commitments are also cancelled on such date. (gh) The Ancillary Facility Commitment of any Ancillary Facility Lender shall terminate and be cancelled on the date agreed therefor between the relevant Ancillary Facility Lender and the relevant Borrower, provided such date shall be no later than the Termination Date in respect of the Revolving Facility (the “Ancillary Facility Termination Date”). Any Ancillary Facility Outstandings on the applicable Ancillary Facility Termination Date shall be repaid in full by the relevant Borrower on such date. (hi) The Revolving Facility Commitment of each Lender at any time shall be reduced by the amount of any Ancillary Facility Commitment of such Lender at such time but shall, subject to any other provisions of this Agreement, automatically be increased by the amount of any portion of its Ancillary Facility Commitment which ceases to be made available to the relevant Borrowers Borrower for any reason (other than as a result of Utilisation of it) in accordance with the terms of such Ancillary Facility or is cancelled pursuant to paragraphs (fg) or (gh) above.