Common use of Multicurrency Facility Loans Clause in Contracts

Multicurrency Facility Loans. (i) On the Closing Date and/or any date prior to the fifth Business Day after the Closing Date, subject to the terms and conditions hereof, each Lender holding a Multicurrency Facility Commitment agrees to make Multicurrency Facility Loans to Company denominated in Yen, ECUs or Dollars, as requested by Company in the applicable Notice; provided, after giving effect to the making of any Multicurrency Facility Loans in no event shall the Total Utilization of Multicurrency Facility Commitments exceed the Multicurrency Facility Commitments then in effect. Amounts borrowed pursuant to this Section 2.2(c)(i) may be repaid but not reborrowed. Each Lender's Multicurrency Facility Commitment shall expire on the Multicurrency Facility Commitment Termination Date and all Multicurrency Facility Loans and all other amounts owed hereunder with respect thereto and the Multicurrency Facility Commitments shall be paid in full no later than such date. (ii) Company shall deliver to Multicurrency Facility Agent the fully executed and delivered Closing Date Certificate (which shall be deemed to be a Funding Notice with respect to the Multicurrency Facility Loans made pursuant to Section 2.2(c)(i) for all purposes hereof). Promptly upon receipt by Multicurrency Facility Agent of such Certificate, Multicurrency Facility Agent shall notify each Lender of the proposed borrowing. (iii) In the case of Multicurrency Facility Loans, each Multicurrency Facility Lender shall, pursuant to the terms and subject to the conditions of this Agreement, not later than 12:00 noon (New York City time) on the Closing Credit Date (or the applicable day thereafter pursuant to Section 2.2(c)(i)), make its Pro Rata Share of such Multicurrency Facility Loan on such day available to Company by depositing or transferring the proceeds thereof in the applicable Multicurrency and in Same Day Funds to the account of Multicurrency Facility Agent at the applicable Funding Bank. The amount so received by such Funding Bank shall, subject to the terms of this Agreement and upon instruction from Multicurrency Facility Agent thereto on the same day but no later than 2:00 p.m. (New York City time), be made available to Company by deposit thereof to an account of Company, or as otherwise as directed by Company in the applicable Funding Notice.

Multicurrency Facility Loans. (i) On the Closing Date and/or any date prior to the fifth Business Day after the Closing Date, subject to the terms and conditions hereof, each Lender holding a Multicurrency Facility Commitment agrees to make Multicurrency Facility Loans to Company denominated in Yen, ECUs or Dollars, as requested by Company in the applicable Notice; provided, after giving effect to the making of any Multicurrency Facility Loans in no event shall the Total Utilization of Multicurrency Facility Commitments exceed the Multicurrency Facility Commitments then in effect. Amounts borrowed pursuant to this Section 2.2(c)(i) may be repaid but not reborrowed. Each Lender's Multicurrency Facility Commitment shall expire on the Multicurrency Facility Commitment Termination Date and all Multicurrency Facility Loans and all other amounts owed hereunder with respect thereto and the Multicurrency Facility Commitments shall be paid in full no later than such date. (ii) Company shall deliver to Multicurrency Facility Agent the fully executed and delivered Closing Date Certificate (which shall be deemed to be a Funding Notice with respect to the Multicurrency Facility Loans made pursuant to Section 2.2(c)(i) for all purposes hereof). Promptly upon receipt by Multicurrency Facility Agent of such Certificate, Multicurrency Facility Agent shall notify each Lender of the proposed borrowing. (iii) In the case of Multicurrency Facility Loans, each Multicurrency Facility Lender shallagrees, pursuant to severally and not jointly with the other Multicurrency Facility Lenders, upon the terms and subject to the conditions set forth herein, to make Multicurrency Facility Loans to any of the Borrowers on any Business Day during the period from the Closing Date to the Multicurrency Facility Commitment Termination Date, not to exceed an aggregate principal amount outstanding at any time (based on the Dollar Equivalent thereof), together with such Multicurrency Facility Lender’s portion of the Multicurrency LC Obligations, such Multicurrency Facility Lender’s Multicurrency Facility Commitment at such time, which Multicurrency Facility Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided, not later than 12:00 noon however, that Multicurrency Facility Lenders shall have no obligation to the Borrowers whatsoever to honor any request for a Multicurrency Facility Loan (New York City timei) on or after the Closing Credit Date Multicurrency Facility Commitment Termination Date, (or ii) if the applicable day thereafter pursuant to Section 2.2(c)(i)), make its Pro Rata Share Dollar Equivalent of the amount of the proposed Multicurrency Facility Loan exceeds the Multicurrency Facility Availability on the proposed funding date for such Multicurrency Facility Loan on such day available to Company by depositing or transferring the proceeds thereof (iii) in the applicable case of a Multicurrency and in Same Day Funds Facility Loan to be borrowed by a US Borrower, after giving effect thereto, if the account amount of all Multicurrency Facility Loans made to all US Borrowers as of the proposed funding date for such Multicurrency Facility Loan exceeds the US Borrowing Base as of such date (provided that for purposes of determining whether this clause (iii) has been satisfied, the US Borrowing Base as of such date shall be deemed to be reduced by the amount of the Total US Facility Exposure as of such date). Each Borrowing of Multicurrency Facility Agent Loans shall be funded by the Multicurrency Facility Lenders on a Pro Rata basis. The Multicurrency Facility Loans shall bear interest as set forth in Section 3.1. Each Multicurrency Facility Loan shall, at the applicable Funding Bankoption of the Administrative Borrower, be made or continued as, or converted into, part of one or more Borrowings that, unless specifically provided herein shall consist entirely of (i) if denominated in Canadian Dollars, Canadian Prime Rate Loans, Daily Simple XXXXX Rate Loans (prior to the Term XXXXX Activation Date) or Term XXXXX Rate Loans (from and after the Term XXXXX Activation Date) (and shall be borrowed by a Canadian Borrower), (ii) if denominated in Dollars and (x) borrowed by a Canadian Borrower, Canadian Base Rate Loans or Term SOFR Loans, (y) borrowed by a UK Borrower, UK Base Rate Loans or Term SOFR Loans or (z) borrowed by a US Borrower, US Base Rate Loans or Term SOFR Loans or (iii) if denominated in Euros or Pounds Sterling, Alternative Currency Loans (and shall be borrowed by a UK Borrower). All Borrowers shall be jointly and severally liable to pay all of the Multicurrency Facility Loans borrowed by a Canadian Borrower or a UK Borrower. All US Borrowers shall be jointly and severally liable to pay all Multicurrency Facility Loans borrowed by a US Borrower. The Multicurrency Facility Loans shall be repaid in accordance with the terms of this Agreement. Each Multicurrency Facility Loan shall be funded, at the option of the Administrative Borrower, in Canadian Dollars, Dollars, Euros or Pounds Sterling, and repaid in the same currency as the underlying Multicurrency Facility Loan was made. Canadian Prime Rate Loans, Daily Simple XXXXX Rate Loans and Canadian Base Rate Loans shall be in a minimum amount so received by such Funding Bank shallof Cdn$500,000 and $500,000, subject respectively, and increments of Cdn$500,000 and $500,000, respectively, in excess thereof. UK Base Rate Loans shall be in a minimum amount of £500,000 and increments of £500,000 in excess thereof. US Base Rate Loans under the Multicurrency Facility shall be in a minimum amount of $500,000 and increments of $500,000 in excess thereof. Notwithstanding anything to the contrary set forth herein, prior to the Term XXXXX Activation Date, the Borrowers may not borrow any Multicurrency Facility Loans as Term XXXXX Rate Loans or convert any Multicurrency Facility Loans to Term XXXXX Rate Loans. Notwithstanding anything to the contrary set forth herein, (i) on the Term XXXXX Activation Date, any then outstanding Daily Simple XXXXX Rate Loans shall be converted to Term XXXXX Rate Loans in accordance with the terms of this Agreement and upon instruction (ii) from and after the Term XXXXX Activation Date, the Borrowers may not borrow any Multicurrency Facility Agent thereto on the same day but no later than 2:00 p.m. (New York City time), be made available Loans as Daily Simple XXXXX Rate Loans or convert any Multicurrency Facility Loans to Company by deposit thereof to an account of Company, or as otherwise as directed by Company in the applicable Funding NoticeDaily Simple XXXXX Rate Loans.

Multicurrency Facility Loans. (i) On the Closing Date and/or any date prior to the fifth Business Day after the Closing Date, subject to the terms and conditions hereof, each Lender holding a Multicurrency Facility Commitment agrees to make Multicurrency Facility Loans to Company denominated in Yen, ECUs or Dollars, as requested by Company in the applicable Notice; provided, after giving effect to the making of any Multicurrency Facility Loans in no event shall the Total Utilization of Multicurrency Facility Commitments exceed the Multicurrency Facility Commitments then in effect. Amounts borrowed pursuant to this Section 2.2(c)(i) may be repaid but not reborrowed. Each Lender's Multicurrency Facility Commitment shall expire on the Multicurrency Facility Commitment Termination Date and all Multicurrency Facility Loans and all other amounts owed hereunder with respect thereto and the Multicurrency Facility Commitments shall be paid in full no later than such date. (ii) Company shall deliver to Multicurrency Facility Agent the fully executed and delivered Closing Date Certificate (which shall be deemed to be a Funding Notice with respect to the Multicurrency Facility Loans made pursuant to Section 2.2(c)(i) for all purposes hereof). Promptly upon receipt by Multicurrency Facility Agent of such Certificate, Multicurrency Facility Agent shall notify each Lender of the proposed borrowing. (iii) In the case of Multicurrency Facility Loans, each Multicurrency Facility Lender shallagrees, pursuant to severally and not jointly with the other Multicurrency Facility Lenders, upon the terms and subject to the conditions set forth herein, to make Multicurrency Facility Loans to any of the Borrowers on any Business Day during the period from the Closing Date to the Multicurrency Facility Commitment Termination Date, not to exceed an aggregate principal amount outstanding at any time (based on the Dollar Equivalent thereof), together with such Multicurrency Facility Lender’s portion of the Multicurrency LC Obligations, such Multicurrency Facility Lender’s Multicurrency Facility Commitment at such time, which Multicurrency Facility Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided, not later than 12:00 noon however, that Multicurrency Facility Lenders shall have no obligation to the Borrowers whatsoever to honor any request for a Multicurrency Facility Loan (New York City timei) on or after the Closing Credit Date Multicurrency Facility Commitment Termination Date, (or ii) if the applicable day thereafter pursuant to Section 2.2(c)(i)), make its Pro Rata Share Dollar Equivalent of the amount of the proposed Multicurrency Facility Loan exceeds the Multicurrency Facility Availability on the proposed funding date for such Multicurrency Facility Loan on such day available to Company by depositing or transferring the proceeds thereof (iii) in the applicable case of a Multicurrency and in Same Day Funds Facility Loan to be borrowed by a US Borrower, after giving effect thereto, if the account amount of all Multicurrency Facility Loans made to all US Borrowers as of the proposed funding date for such Multicurrency Facility Loan exceeds the US Borrowing Base as of such date (provided that for purposes of determining whether this clause (iii) has been satisfied, the US Borrowing Base as of such date shall be deemed to be reduced by the amount of the Total US Facility Exposure as of such date). Each Borrowing of Multicurrency Facility Agent Loans shall be funded by the Multicurrency Facility Lenders on a Pro Rata basis. The Multicurrency Facility Loans shall bear interest as set forth in Section 3.1. Each Multicurrency Facility Loan shall, at the applicable Funding Bankoption of the Administrative Borrower, be made or continued as, or converted into, part of one or more Borrowings that, unless specifically provided herein shall consist entirely of (i) if denominated in Canadian Dollars, Canadian Prime Rate Loans or Canadian BA Rate Loans (and shall be borrowed by a Canadian Borrower), (ii) if denominated in Dollars and (x) borrowed by a Canadian Borrower, Canadian Base Rate Loans or Term SOFR Loans, (y) borrowed by a UK Borrower, UK Base Rate Loans or Term SOFR Loans or (z) borrowed by a US Borrower, US Base Rate Loans or Term SOFR Loans or (iii) if denominated in Euros or Pounds Sterling, Alternative Currency Loans (and shall be borrowed by a UK Borrower). All Borrowers shall be jointly and severally liable to pay all of the Multicurrency Facility Loans borrowed by a Canadian Borrower or a UK Borrower. All US Borrowers shall be jointly and severally liable to pay all Multicurrency Facility Loans borrowed by a US Borrower. The amount so received by such Funding Bank shall, subject to Multicurrency Facility Loans shall be repaid in accordance with the terms of this Agreement and upon instruction from Agreement. Each Multicurrency Facility Agent thereto on Loan shall be funded, at the option of the Administrative Borrower, in Canadian Dollars, Dollars, Euros or Pounds Sterling, and repaid in the same day but no later than 2:00 p.m. (New York City time)currency as the underlying Multicurrency Facility Loan was made. Canadian Prime Rate Loans and Canadian Base Rate Loans shall be in a minimum amount of Cdn$500,000 and $500,000, respectively, and increments of Cdn$500,000 and $500,000, respectively, in excess thereof. UK Base Rate Loans shall be made available to Company by deposit thereof to an account in a minimum amount of Company, or as otherwise as directed by Company £500,000 and increments of £500,000 in excess thereof. US Base Rate Loans under the applicable Funding NoticeMulticurrency Facility shall be in a minimum amount of $500,000 and increments of $500,000 in excess thereof.

Multicurrency Facility Loans. (i) On the Closing Date and/or any date prior to the fifth Business Day after the Closing Date, subject to the terms and conditions hereof, each Lender holding a Multicurrency Facility Commitment agrees to make Multicurrency Facility Loans to Company denominated in Yen, ECUs or Dollars, as requested by Company in the applicable Notice; provided, after giving effect to the making of any Multicurrency Facility Loans in no event shall the Total Utilization of Multicurrency Facility Commitments exceed the Multicurrency Facility Commitments then in effect. Amounts borrowed pursuant to this Section 2.2(c)(i) may be repaid but not reborrowed. Each Lender's Multicurrency Facility Commitment shall expire on the Multicurrency Facility Commitment Termination Date and all Multicurrency Facility Loans and all other amounts owed hereunder with respect thereto and the Multicurrency Facility Commitments shall be paid in full no later than such date. (ii) Company shall deliver to Multicurrency Facility Agent the fully executed and delivered Closing Date Certificate (which shall be deemed to be a Funding Notice with respect to the Multicurrency Facility Loans made pursuant to Section 2.2(c)(i) for all purposes hereof). Promptly upon receipt by Multicurrency Facility Agent of such Certificate, Multicurrency Facility Agent shall notify each Lender of the proposed borrowing. (iii) In the case of Multicurrency Facility Loans, each Multicurrency Facility Lender shallagrees, pursuant to severally and not jointly with the other Multicurrency Facility Lenders, upon the terms and subject to the conditions set forth herein, to make Multicurrency Facility Loans to any of the Borrowers on any Business Day during the period from the Closing Date to the Multicurrency Facility Commitment Termination Date, not to exceed an aggregate principal amount outstanding at any time (based on the Dollar Equivalent thereof), together with such Multicurrency Facility Lender’s portion of the Multicurrency LC Obligations, such Multicurrency Facility Lender’s Multicurrency Facility Commitment at such time, which Multicurrency Facility Loans may be repaid and reborrowed in accordance with the provisions of this Agreement; provided, not later than 12:00 noon however, that Multicurrency Facility Lenders shall have no obligation to the Borrowers whatsoever to honor any request for a Multicurrency Facility Loan (New York City timei) on or after the Closing Credit Date Multicurrency Facility Commitment Termination Date, (or ii) if the applicable day thereafter pursuant to Section 2.2(c)(i)), make its Pro Rata Share Dollar Equivalent of the amount of the proposed Multicurrency Facility Loan exceeds the Multicurrency Facility Availability on the proposed funding date for such Multicurrency Facility Loan on such day available to Company by depositing or transferring the proceeds thereof (iii) in the applicable case of a Multicurrency and in Same Day Funds Facility Loan to be borrowed by a US Borrower, after giving effect thereto, if the account amount of all Multicurrency Facility Loans made to all US Borrowers as of the proposed funding date for such Multicurrency Facility Loan exceeds the US Borrowing Base as of such date (provided that for purposes of determining whether this clause (iii) has been satisfied, the US Borrowing Base as of such date shall be deemed to be reduced by the amount of the Total US Facility Exposure as of such date). Each Borrowing of Multicurrency Facility Agent Loans shall be funded by the Multicurrency Facility Lenders on a Pro Rata basis. The Multicurrency Facility Loans shall bear interest as set forth in Section 3.1. Each Multicurrency Facility Loan shall, at the applicable Funding Bankoption of the Administrative Borrower, be made or continued as, or converted into, part of one or more Borrowings that, unless specifically provided herein shall consist entirely of (i) if denominated in Canadian Dollars, Canadian Prime Rate Loans or Canadian BA Rate Loans (and shall be borrowed by a Canadian Borrower), (ii) if denominated in Dollars and (x) borrowed by a Canadian Borrower, Canadian Base Rate Loans or LIBOR Loans, (y) borrowed by a UK Borrower, UK Base Rate Loans or LIBOR Loans or (z) borrowed by a US Borrower, US Base Rate Loans or LIBOR Loans or (iii) if denominated in Euros or Pounds Sterling, LIBOR Loans (and shall be borrowed by a UK Borrower). All Borrowers shall be jointly and severally liable to pay all of the Multicurrency Facility Loans borrowed by a Canadian Borrower or a UK Borrower. All US Borrowers shall be jointly and severally liable to pay all Multicurrency Facility Loans borrowed by a US Borrower. The amount so received by such Funding Bank shall, subject to Multicurrency Facility Loans shall be repaid in accordance with the terms of this Agreement and upon instruction from Agreement. Each Multicurrency Facility Agent thereto on Loan shall be funded, at the option of the Administrative Borrower, in Canadian Dollars, Dollars, Euros or Pounds Sterling, and repaid in the same day but no later than 2:00 p.m. (New York City time)currency as the underlying Multicurrency Facility Loan was made. Canadian Prime Rate Loans and Canadian Base Rate Loans shall be in a minimum amount of Cdn$500,000 and $500,000, respectively, and increments of Cdn$500,000 and $500,000, respectively, in excess thereof. UK Base Rate Loans shall be made available to Company by deposit thereof to an account in a minimum amount of Company, or as otherwise as directed by Company £500,000 and increments of £500,000 in excess thereof. US Base Rate Loans under the applicable Funding NoticeMulticurrency Facility shall be in a minimum amount of $500,000 and increments of $500,000 in excess thereof.