Each U.K. Borrower shall repay each U.K. Swing Line Loan on the earlier to occur of # the date ten (10) Business Days after such U.K. Swing Line Loan is made, and # the Maturity Date. At any time that there shall exist a Defaulting Lender, immediately upon the request of the U.K. Swing Line Lender, the U.K. Borrowers shall repay the outstanding U.K. Swing Line Loans made by the U.K. Swing Line Lender in an amount sufficient to eliminate any Fronting Exposure in respect of such U.K. Swing Line Loans.
Additional Representations and Covenants of Each Party. In addition to the representations and covenants in the Agreement, each party represents and covenants to the other party that:
Section # Drafting. Each Party and its advisors and attorneys has reviewed this Agreement and any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule operating against the drafter of an agreement, will not be applicable to the construction or interpretation of this Agreement.
Joint Participation. Each Party acknowledges that it and its attorney have been given an equal opportunity to negotiate the terms and conditions of this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party or any similar rule operating against the drafter of an agreement shall not be applicable to the construction or interpretation of this Agreement.
Not Construed against Drafter.
NOT CONSTRUED AGAINST DRAFTER.
Each Non-U.S. Benefit Plan has been maintained and administered in compliance in all material respects with its terms and the requirements of all applicable Laws.
Each Crediting Date. Under this option (3), each Employer Credit shall vest based on the Years of Service of a Participant from the Crediting Date on which each Employer Discretionary Credit is made to his or her Deferred Compensation Account.
Prevailing Party. In the event any dispute arises out of or relating to this Agreement, whether in law or equity, the prevailing Party shall be entitled to recover, in addition to the relief awarded, its reasonable attorneys' fees, paralegals' fees and costs, including, without limitation, fees and costs for any appeal, efforts for the collection of amounts owed or fees related thereto and hereto, and fees incurred in connection with any fee dispute.
The Electing Party shall have the right to [ ] the IP Application in such country and to [ ].
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