Common use of Uncommitted Revolving Facility Clause in Contracts

Uncommitted Revolving Facility. (a) Prior to the Amendment and Restatement Effective Date, Existing Revolving Loans were made to the Borrower under the Existing Credit Agreement which remain outstanding as of the date of this Agreement. Subject to the terms and conditions set forth in this Agreement, the Borrower and each of the Lenders agree that on the Amendment and Restatement Effective Date and subject to Section 1.06, the Existing Revolving Loans shall be deemed to be Loans under this Agreement and the terms of the Existing Revolving Loans shall be restated in their entirety and shall be evidenced by this Agreement. (b) Subject to the terms and conditions set forth herein, each Lender may, in its sole and absolute discretion, make Loans to the Borrower from time to time on any Business Day during the Revolving Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Maximum Amount or (b) the total Revolving Credit Exposures exceeding the total Maximum Amount. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Loans. Loans may be ABR Loans or SOFR Loans, as further provided herein. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EACH PARTY HERETO ACKNOWLEDGES THAT NOTWITHSTANDING BORROWER’S FULL COMPLIANCE WITH ALL TERMS AND CONDITIONS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND SATISFACTION OF THE CONDITIONS PRECEDENT TO ANY LOAN SET FORTH HEREIN, NO LENDER SHALL HAVE A COMMITMENT OR OBLIGATION TO MAKE LOANS TO BORROWER (INCLUDING ANY LOAN WHICH WOULD CONSTITUTE A REBORROWING OF A LOAN THAT HAS BEEN REPAID OR PREPAID). NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS THE COMMITMENT OF A LENDER TO MAKE ANY LOAN.

Uncommitted Revolving Facility. (a) Prior to the Amendment and Restatement Effective Date, Existing Revolving Loans were made to the Borrower under the Existing Credit Agreement which remain outstanding as of the date of this Agreement. Subject to the terms and conditions set forth in this Agreement, the Borrower and each of the Lenders agree that on the Amendment and Restatement Effective Date and subject to Section 1.06, the Existing Revolving Loans shall be deemed to be Loans under this Agreement and the terms of the Existing Revolving Loans shall be restated in their entirety and shall be evidenced by this Agreement. (b) Subject to the terms and conditions set forth herein, each Lender may, in its sole and absolute discretion, make Loans to the Borrower from time to time on any Business Day during the Revolving Availability Period in an aggregate principal amount that will not result in (a) such LenderXxxxxx’s Revolving Credit Exposure exceeding such LenderXxxxxx’s Maximum Amount or (b) the total Revolving Credit Exposures exceeding the total Maximum Amount. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Loans. Loans may be ABR Loans or SOFR Loans, as further provided herein. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EACH PARTY HERETO ACKNOWLEDGES THAT NOTWITHSTANDING BORROWER’S FULL COMPLIANCE WITH ALL TERMS AND CONDITIONS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND SATISFACTION OF THE CONDITIONS PRECEDENT TO ANY LOAN SET FORTH HEREIN, NO LENDER SHALL HAVE A COMMITMENT OR OBLIGATION TO MAKE LOANS TO BORROWER (INCLUDING ANY LOAN WHICH WOULD CONSTITUTE A REBORROWING OF A LOAN THAT HAS BEEN REPAID OR PREPAID). NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS THE COMMITMENT OF A LENDER TO MAKE ANY LOAN.

Uncommitted Revolving Facility. (a) Prior to the Amendment and Restatement Effective Date, Existing Revolving Loans were made to the Borrower under the Existing Credit Agreement which remain outstanding as of the date of this Agreement. Subject to the terms and conditions set forth in this Agreement, the Borrower and each of the Lenders agree that on the Amendment and Restatement Effective Date and subject to Section 1.06, the Existing Revolving Loans shall be deemed to be Loans under this Agreement and the terms of the Existing Revolving Loans shall be restated in their entirety and shall be evidenced by this Agreement. (b) Subject to the terms and conditions set forth herein, each Lender may, in its sole and absolute discretion, make Loans to the Borrower from time to time on any Business Day during the Revolving Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Maximum Amount or (b) the total Revolving Credit Exposures exceeding the total Maximum Amount. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Loans. Loans may be ABR Loans or SOFR LIBO Rate Loans, as further provided herein. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EACH PARTY HERETO ACKNOWLEDGES THAT NOTWITHSTANDING BORROWER’S FULL COMPLIANCE WITH ALL TERMS AND CONDITIONS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND SATISFACTION OF THE CONDITIONS PRECEDENT TO ANY LOAN SET FORTH HEREIN, NO LENDER SHALL HAVE A COMMITMENT OR OBLIGATION TO MAKE LOANS TO BORROWER (INCLUDING ANY LOAN WHICH WOULD CONSTITUTE A REBORROWING OF A LOAN THAT HAS BEEN REPAID OR PREPAID). NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS THE COMMITMENT OF A LENDER TO MAKE ANY LOAN.

Uncommitted Revolving Facility. (a) Prior The Company may, by giving notice to the Amendment Agent, request from time to time the establishment of Uncommitted Revolving Facility Commitments (and Restatement Effective Datethe Uncommitted Revolving Facility Commitments shall be established) in up to a maximum aggregate amount the Base Currency Amount of which is equal to USD 500,000,000, Existing provided that: (i) not more than 2 requests for establishment of Uncommitted Revolving Loans were Facility Commitments may be made to during the Borrower under the Existing Credit Agreement which remain outstanding as of the date term of this Agreement. Subject ; (ii) no Default is continuing or would result from the establishment of those Uncommitted Revolving Facility Commitments (and the Company has confirmed this is the case); (iii) the Uncommitted Revolving Facility Commitments will be assumed: (A) by one or more Lenders; and/or (B) other banks or financial institutions which are Qualifying Swiss Lenders, in each case selected by the Company (each an "Uncommitted Revolving Facility Lender") each of which, in its sole discretion, confirms its willingness to assume and does assume all the terms obligations of a Lender corresponding to that part of the Uncommitted Revolving Facility Commitments which it is to assume, as if it had been an Original Lender; (iv) each of the Obligors and conditions set forth in this Agreement, any Uncommitted Revolving Facility Lender shall assume obligations towards one another and/or acquire rights against one another as the Borrower Obligors and the Uncommitted Revolving Facility Lender would have assumed and/or acquired had the Uncommitted Revolving Facility Lender been an Original Lender; (v) each Uncommitted Revolving Facility Lender shall become a Party as a "Lender" and any Uncommitted Revolving Facility Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Uncommitted Revolving Facility Lender and those Finance Parties would have assumed and/or acquired had the Uncommitted Revolving Facility Lender been an Original Lender; (vi) the Commitments of the other Lenders agree that shall continue in full force and effect; (vii) any establishment and assumption of Uncommitted Revolving Facility Commitments shall take effect on the Amendment date specified by the Company in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied; and (viii) the Margin (including the Margin ratchet, if any), commitment fee and Restatement Effective Date and subject availability period in relation to Section 1.06, the Existing Uncommitted Revolving Loans shall Facility will be deemed to be Loans under this Agreement and the terms of the Existing Revolving Loans shall be restated rates or period set out in their entirety and shall be evidenced by this Agreement. (b) Subject An establishment and assumption of Uncommitted Revolving Facility Commitments will only be effective: (i) on the execution by the Agent of an Assumption Certificate from the relevant Uncommitted Revolving Facility Lender; and (ii) in relation to an Uncommitted Revolving Facility Lender which is not a Lender immediately prior to the terms relevant assumption, on the performance by the Agent of all necessary "know your customer" or other similar checks under all applicable laws and conditions set forth herein, each Lender may, regulations in its sole and absolute discretion, make Loans relation to the Borrower from time assumption of the Uncommitted Revolving Facility Commitments by that Uncommitted Revolving Facility Lender, the completion of which the Agent shall promptly notify to time the Company and the Uncommitted Revolving Facility Lender. (c) Each Uncommitted Revolving Facility Lender, by executing the Assumption Certificate, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any Business Day during amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the assumption becomes effective. (d) The Company may pay to each Uncommitted Revolving Availability Period Facility Lender a fee in the amount and at the times agreed between the Company and that Uncommitted Revolving Facility Lender in a Fee Letter. (e) Nothing in this Clause 2.2 shall oblige any Lender to assume any Uncommitted Revolving Facility Commitment. (f) The Uncommitted Revolving Facility will be available to all the Borrowers other than any U.S. Borrower. (g) The Agent shall, promptly upon each establishment of Uncommitted Revolving Facility Commitments, notify the Lenders of such establishment and of the amount of the Uncommitted Revolving Facility Commitments. (h) Clause 27.4 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an aggregate principal amount Uncommitted Revolving Facility Lender as if references in that will not result in Clause to: (ai) such an "Existing Lender’s Revolving Credit Exposure exceeding such Lender’s Maximum Amount or " were references to all the Lenders immediately prior to the relevant increase; (bii) the total "New Lender" were references to that "Uncommitted Revolving Credit Exposures exceeding the total Maximum Amount. Within the foregoing limits Facility Lender"; and (iii) a "re-transfer" and subject "re-assignment" were references to the terms respectively a "transfer" and conditions set forth herein, the Borrower may borrow, prepay and reborrow Loans. Loans may be ABR Loans or SOFR Loans, as further provided herein. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EACH PARTY HERETO ACKNOWLEDGES THAT NOTWITHSTANDING BORROWER’S FULL COMPLIANCE WITH ALL TERMS AND CONDITIONS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND SATISFACTION OF THE CONDITIONS PRECEDENT TO ANY LOAN SET FORTH HEREIN, NO LENDER SHALL HAVE A COMMITMENT OR OBLIGATION TO MAKE LOANS TO BORROWER (INCLUDING ANY LOAN WHICH WOULD CONSTITUTE A REBORROWING OF A LOAN THAT HAS BEEN REPAID OR PREPAID). NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS THE COMMITMENT OF A LENDER TO MAKE ANY LOAN"assignment".