Mizuho Bank. Ltd., a company incorporated in Japan with limited liability whose registered office is at Xxxxxxxx Xxxxx 0-0-0 Xxxxxxxx, Xxxxxxx-Xx, Xxxxx 000-0000, Xxxxx, acting through its London Branch (registered number BR002048) from its offices at 00 Xxx Xxxxxx, London, EC4M 7AU, United Kingdom (a "Senior Schuldschein Loan Lender" and a "Junior Schuldschein Loan Lender");
Mizuho Bank. Ltd. as facility agent of the other Finance Parties (the "Facility Agent"); and
Mizuho Bank. Ltd., in its capacity as an issuer of Letters of Credit hereunder and its successors in such capacity, as provided in Section 2.03(l); (c) Citibank, in its capacity as an issuer of Letters of Credit hereunder and its successors in such capacity, as provided in Section 2.03(l); (d) any other consenting Revolving Lender approved by the Administrative Agent and the Borrower, in its capacity as issuer of Letters of Credit issued by it hereunder and its successors in such capacity, as provided in Section 2.03(l) or Section 2.03(e) collectively, all of the foregoing. Each L/C Issuer may, in its discretion, arrange for one (1) or more Letters of Credit to be issued by Affiliates of such L/C Issuer, in which case, the term “L/C Issuer” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate.
Mizuho Bank. (China), Ltd., as the facility agent for the Finance Parties (the “Facility Agent”). It is agreed as follows:
Mizuho Bank. Ltd acting through its office at 0-0-0 Xxxxxxxxxx, Xxxxxxx-xx, Xxxxx, 000-0000, Xxxxx, acting as bookrunners in respect of Tranche B (in that capacity the “Tranche B Bookrunner” and together with the Tranche A Bookrunners the “Bookrunners” and each a “Bookrunner”); and
Mizuho Bank. Ltd. as a Term A-1 Lender and New Revolving Lender By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Deputy General Manager NAME OF INSTITUTION: Citizens Bank, N.A. as a [Term A-1 Lender] [and] [New Revolving Lender] By: /s/ Xxxxxx X. Xxxxxxxxx Name: Xxxxxxxxx, Xxxxxx J Title: Director EXECUTION COPYANNEX A to Amendment No. 5 SECTION 1.01. Defined Terms 1 SECTION 1.02. Other Interpretive Provisions 7079 SECTION 1.03. Accounting Terms 7181 SECTION 1.04. Rounding 7281 SECTION 1.05. References to Agreements, Laws, Etc. 7281 SECTION 1.06. Times of Day 7281 SECTION 1.07. Timing of Payment of Performance 7281 SECTION 1.08. Currency Equivalents Generally 7281 SECTION 1.09. Change of Currency 7382 SECTION 2.01. The Loans 7382 SECTION 2.02. Borrowings, Conversions and Continuations of Loans 7786 SECTION 2.03. Letters of Credit 7888 SECTION 2.04. Swing Line Loans 8796
Mizuho Bank. Ltd. is hereby appointed Agent hereunder, and each of the Banks irrevocably authorizes the Agent to act as the contractual representative on behalf of such Bank. The Agent agrees to act as such upon the express conditions contained in this Article XIII. The Agent shall not have a fiduciary relationship in respect of any Bank by reason of this Agreement nor shall the have any implied duties, regardless of whether a Default or Event of Default has occurred and is continuing.
Mizuho Bank. Ltd., in its capacity as an issuer of Letters of Credit hereunder and its successors in such capacity, as provided in Section 2.03(l),; (c) Citibank, in its capacity as an issuer of Letters of Credit hereunder and its successors in such capacity, as provided in Section 2.03(l),; (d) any other consenting Revolving Lender approved by the Administrative Agent and the Borrower, in its capacity as issuer of Letters of Credit issued by it hereunder and its successors in such capacity, as provided in Section 2.03(l) or Section 2.03(ee) collectively, all of the foregoing. Each L/C Issuer may, in its discretion, arrange for one (1) or more Letters of Credit to be issued by Affiliates of such L/C Issuer, in which case, the term “L/C Issuer” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. “L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. For all purposes of this Agreement, if, on any date of determination, a Letter of Credit has expired by its terms, but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. “Lenders” means each of the Persons identified as a “Lender” on the signature pages hereto, each Add-On Term Loan Lender, each Post-Increase Revolving Lender, and, as the context requires, each Swing Line Lender, in each case, together with their successors and permitted assigns. “Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent, which office may include the office of any Affiliate of such Person or any domestic or foreign branch of such Person or such Affiliate. “Letter of Credit” means any standby letter of credit issued hereunder providing for the payment of cash upon the honoring of a presentation thereunder, and shall include the Existing Letters of Credit. “Letter of Credit Application” means an application and agreement for t...
