OF THE APPLICABLE ANCILLARY FACILITY
DOCUMENT SHALL PREVAIL UNLESS THE CONTRARY INTENTION IS EXPRESSLY PROVIDED FOR
IN THIS AGREEMENT.
66
(C)
EACH RELEVANT BORROWER AND ANCILLARY FACILITY LENDER WILL PROMPTLY
UPON REQUEST BY THE FACILITY AGENT, SUPPLY THE FACILITY AGENT WITH SUCH
INFORMATION RELATING TO THE OPERATION OF EACH ANCILLARY FACILITY (INCLUDING
WITHOUT LIMITATION DETAILS OF THE ANCILLARY FACILITY OUTSTANDINGS AND THE
STERLING AMOUNT THEREOF) AS THE FACILITY AGENT MAY FROM TIME TO TIME REASONABLY
REQUEST (AND EACH RELEVANT BORROWER CONSENTS TO SUCH DOCUMENTS AND INFORMATION
BEING PROVIDED TO THE FACILITY AGENT AND THE OTHER LENDERS).
6.3
ANCILLARY FACILITY DEFAULT
(A)
IF A DEFAULT OCCURS UNDER ANY ANCILLARY FACILITY, NO ANCILLARY
FACILITY LENDER MAY DEMAND REPAYMENT OF ANY MONIES OR DEMAND CASH COVER FOR ANY
ANCILLARY FACILITY OUTSTANDINGS, OR TAKE ANY ANALOGOUS ACTION IN RESPECT OF ANY
ANCILLARY FACILITY, UNTIL THE ACCELERATION DATE.
(B)
IF AN ACCELERATION DATE OCCURS, THE CLAIMS OF EACH LENDER WITH A
REVOLVING FACILITY COMMITMENT AND EACH ANCILLARY FACILITY LENDER IN RESPECT OF
AMOUNTS OUTSTANDING TO THEM UNDER THE REVOLVING FACILITY AND ANCILLARY
FACILITIES RESPECTIVELY SHALL BE ADJUSTED IN ACCORDANCE WITH THIS CLAUSE 6.3 BY
MAKING ALL NECESSARY TRANSFERS OF SUCH PORTIONS OF SUCH CLAIMS SUCH THAT
FOLLOWING SUCH TRANSFERS THE REVOLVING FACILITY OUTSTANDINGS AND ANCILLARY
FACILITY OUTSTANDINGS (TOGETHER WITH THE RIGHTS TO RECEIVE INTEREST, FEES AND
CHARGES IN RELATION THERETO) OF (I) EACH LENDER WITH A REVOLVING FACILITY
COMMITMENT AND (II) EACH ANCILLARY FACILITY LENDER, IN EACH CASE AS AT THE
ACCELERATION DATE SHALL BE AN AMOUNT CORRESPONDING PRO RATA TO THE PROPORTION
THAT THE SUM OF SUCH LENDER'S REVOLVING FACILITY COMMITMENT AND/OR (AS THE CASE
MAY BE) ANCILLARY FACILITY COMMITMENT BEARS TO THE SUM OF ALL OF THE REVOLVING
FACILITY COMMITMENTS AND THE ANCILLARY COMMITMENTS, EACH AS AT THE ACCELERATION
DATE.
(C)
NO LATER THAN THE THIRD BUSINESS DAY FOLLOWING THE ACCELERATION
DATE EACH OF THE ANCILLARY FACILITY LENDERS SHALL NOTIFY THE FACILITY AGENT IN
WRITING OF THE STERLING AMOUNT OF ITS ANCILLARY FACILITY OUTSTANDINGS AS AT THE
CLOSE OF BUSINESS ON THE ACCELERATION DATE, SUCH AMOUNT TO TAKE ACCOUNT OF ANY
CLEARING OF DEBITS WHICH WERE ENTERED INTO THE CLEARING SYSTEM OF SUCH ANCILLARY
FACILITY LENDERS PRIOR TO THE ACCELERATION DATE AND ANY AMOUNTS CREDITED TO THE
RELEVANT ACCOUNTS PRIOR TO CLOSE OF BUSINESS ON THE ACCELERATION DATE.
(D)
ON RECEIPT OF THE INFORMATION REFERRED TO IN PARAGRAPH (C) ABOVE,
THE FACILITY AGENT WILL PROMPTLY DETERMINE WHAT ADJUSTMENT PAYMENTS (IF ANY) ARE
NECESSARY AS BETWEEN THE LENDERS PARTICIPATING IN THE REVOLVING FACILITY AND
EACH ANCILLARY FACILITY LENDER IN ORDER TO ENSURE THAT, FOLLOWING SUCH
ADJUSTMENT PAYMENTS, THE REQUIREMENTS OF PARAGRAPH (B) ABOVE ARE COMPLIED WITH.
(E)
THE FACILITY AGENT WILL NOTIFY ALL THE LENDERS AS SOON AS
PRACTICABLE OF ITS DETERMINATIONS PURSUANT TO PARAGRAPH (D) ABOVE, GIVING
DETAILS OF THE ADJUSTMENT PAYMENTS REQUIRED TO BE MADE.
SUCH ADJUSTMENT
PAYMENTS SHALL BE PAYABLE BY THE RELEVANT LENDERS AND SHALL BE MADE TO THE
FACILITY AGENT WITHIN 3 BUSINESS DAYS FOLLOWING RECEIPT OF SUCH