Common use of European Swing Line Facility Clause in Contracts

European Swing Line Facility. Subject to the terms and conditions set forth herein, the European Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, agrees to make loans (each such loan, a “European Swing Line Loan”) to the BV Borrower in Euro, Sterling or Dollars from time to time on any Business Day during the Multicurrency Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the European Swing Line Sublimit (or such greater amount as may be agreed by the Administrative Agent in its sole discretion), notwithstanding the fact that such European Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Multicurrency Revolving Loans and L/C Obligations of the Lender acting as European Swing Line Lender, may exceed the amount of such Lender’s Multicurrency Revolving Commitment; provided, however, that (i) after giving effect to any European Swing Line Loan, (A) the Total Multicurrency Revolving Outstandings shall not exceed the Aggregate Multicurrency Revolving Commitments, (B) the Multicurrency Revolving Credit Exposure of any Lender shall not exceed such Lender’s Multicurrency Revolving Commitment and (C) the Outstanding Amount of all Multicurrency Swing Line Loans shall not exceed the Multicurrency Swing Line Sublimit, (ii) the BV Borrower shall not use the proceeds of any European Swing Line Loan to refinance any outstanding Swing Line Loan and (iii) the European Swing Line Lender shall not be under any obligation to make any European Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the BV Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each European Swing Line Loan shall bear interest at a rate per annum determined in accordance with Section 2.08(a). Immediately upon the making of a European Swing Line Loan, each Multicurrency Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the European Swing Line Lender a risk participation in such European Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such European Swing Line Loan.

European Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent's receipt of any Notice of European Revolving Credit Advance. Subject to the terms and conditions hereof, the Swing Line Lender may, in its discretion, make available from time to time until the Commitment Termination Date advances of any Index Rate Loan in Dollars (each, a "European Swing Line Advance") in accordance with any such notice. The provisions of this Section 1.1(e)(i) shall not relieve Revolving Lenders of their obligations to make European Revolving Credit Advances under Section 1.1(b)(i); provided that if the Swing Line Lender makes a European Swing Line Advance pursuant to any such notice, such European Swing Line Advance shall be in lieu of any European Revolving Credit Advance that otherwise may be made by Revolving Lenders pursuant to such notice. The aggregate amount of European Swing Line Advances outstanding shall not exceed at any time the lesser of (A) the European Swing Line Commitment and (B) the European Maximum Amount less the outstanding balance of the European Revolving Loan at such time ("European Swing Line Availability"). Until the Commitment Termination Date, European Borrower may from time to time borrow, repay and reborrow under this Section 1.1(e)(i). Each European Swing Line Advance shall be made pursuant to a Notice of European Revolving Credit Advance delivered to Agent by European Borrower in accordance with Section 1.1(b)(i). Any such notice must be given no later than 11:00 a.m. (New York time) on the Business Day of the proposed European Swing Line Advance. Unless the Swing Line Lender has received at least one Business Day's prior written notice from (x) prior to the earlier of (i) the Subordinated Bond Issuance, and (ii) a Successful Syndication, the Majority Lenders, and (y) at any time thereafter the Requisite Lenders or the European Requisite Revolving Lenders, instructing it not to make a European Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any condition precedent set forth hereinin Section 2.2, be entitled to fund that European Swing Line Advance, and to have each Revolving Lender make European Revolving Credit Advances in accordance with Section 1.1(e)(iii) or purchase participating interests in accordance with Section 1.1(e)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, the European Swing Line Lender, in reliance upon Loan shall constitute an Index Rate Loan. European Borrower shall repay the agreements of the other Lenders set forth in this Section 2.04, agrees to make loans (each such loan, a “European Swing Line Loan”) to the BV Borrower in Euro, Sterling or Dollars from time to time on any Business Day during the Multicurrency Availability Period in an aggregate amount not to exceed at any time outstanding the principal amount of the European Swing Line Sublimit (or such greater amount as may be agreed Loan upon demand therefore by the Administrative Agent in its sole discretion), notwithstanding the fact that such European Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Multicurrency Revolving Loans and L/C Obligations of the Lender acting as European Swing Line Lender, may exceed the amount of such Lender’s Multicurrency Revolving Commitment; provided, however, that (i) after giving effect to any European Swing Line Loan, (A) the Total Multicurrency Revolving Outstandings shall not exceed the Aggregate Multicurrency Revolving Commitments, (B) the Multicurrency Revolving Credit Exposure of any Lender shall not exceed such Lender’s Multicurrency Revolving Commitment and (C) the Outstanding Amount of all Multicurrency Swing Line Loans shall not exceed the Multicurrency Swing Line Sublimit, (ii) the BV Borrower shall not use the proceeds of any European Swing Line Loan to refinance any outstanding Swing Line Loan and (iii) the European Swing Line Lender shall not be under any obligation to make any European Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the BV Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each European Swing Line Loan shall bear interest at a rate per annum determined in accordance with Section 2.08(a). Immediately upon the making of a European Swing Line Loan, each Multicurrency Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the European Swing Line Lender a risk participation in such European Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such European Swing Line LoanAgent.

European Swing Line Facility. Subject to the terms and conditions set forth herein, the European Swing Line Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, agrees to make loans (each such loan, a “European Swing Line Loan”) to the BV each European Borrower in Euro, Sterling or Dollars from time to time on any Business Day during the Multicurrency Availability Period in an aggregate amount not to exceed at any time outstanding the amount of the European Swing Line Sublimit (or such greater amount as may be agreed by the Administrative Agent in its sole discretion), notwithstanding the fact that such European Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Multicurrency Revolving Loans and L/C Obligations of the Lender acting as European Swing Line Lender, may exceed the amount of such Lender’s Multicurrency Revolving Commitment; provided, however, that (i) after giving effect to any European Swing Line Loan, (A) the Total Multicurrency Revolving Outstandings shall not exceed the Aggregate Multicurrency Revolving Commitments, (B) the Multicurrency Revolving Credit Exposure of any Lender shall not exceed such Lender’s Multicurrency Revolving Commitment and (C) the Outstanding Amount of all Multicurrency Swing Line Loans shall not exceed the Multicurrency Swing Line Sublimit, (ii) the BV each European Borrower shall not use the proceeds of any European Swing Line Loan to refinance any outstanding Swing Line Loan and (iii) the European Swing Line Lender shall not be under any obligation to make any European Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the BV each European Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each European Swing Line Loan shall bear interest at a rate per annum determined in accordance with Section 2.08(a). Immediately upon the making of a European Swing Line Loan, each Multicurrency Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the European Swing Line Lender a risk participation in such European Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such European Swing Line Loan.

European Swing Line Facility. (i) Agent shall notify the Swing Line Lender upon Agent’s receipt of any Notice of European Revolving Credit Advance. Subject to the terms and conditions set forth hereinhereof, the European Swing Line LenderLender may, in reliance upon its discretion, make available from time to time until the agreements Commitment Termination Date advances of any Index Rate Loan in Dollars (each, including any such Swing Line Advances (as defined in the Existing Credit Agreement) outstanding pursuant to the terms of the other Lenders set forth in this Section 2.04, agrees to make loans (each such loanExisting Credit Agreement, a “European Swing Line LoanAdvance”) in accordance with any such notice. The provisions of this Section 1.1(e)(i) shall not relieve European Revolving Lenders of their obligations to make European Revolving Credit Advances under Section 1.1(b)(i); provided that if the BV Swing Line Lender makes a European Swing Line Advance pursuant to any such notice, such European Swing Line Advance shall be in lieu of any European Revolving Credit Advance that otherwise may be made by European Revolving Lenders pursuant to such notice. The aggregate amount of European Swing Line Advances outstanding shall not exceed at any time the lesser of (A) the European Swing Line Commitment and (B) the European Maximum Amount less the outstanding balance of the European Revolving Loan at such time (“European Swing Line Availability”). Until the Commitment Termination Date, European Borrower in Euro, Sterling or Dollars may from time to time borrow, repay and reborrow under this Section 1.1(f)(i). Each European Swing Line Advance shall be made pursuant to a Notice of European Revolving Credit Advance delivered to Agent by European Borrower in accordance with Section 1.1(b)(i). Any such notice must be given no later than 11:00 a.m. (New York time) on any the Business Day during of the Multicurrency Availability Period in an aggregate amount proposed European Swing Line Advance. Unless the Swing Line Lender has received at least one Business Day’s prior written notice from the Requisite Lenders or the European Requisite Revolving Lenders, instructing it not to exceed at make a European Swing Line Advance, the Swing Line Lender shall, notwithstanding the failure of any time condition precedent set forth in Section 2.2, be entitled to fund that European Swing Line Advance, and to have each European Revolving Lender make European Revolving Credit Advances in accordance with Section 1.1(f)(iii) or purchase participating interests in accordance with Section 1.1(f)(iv). Notwithstanding any other provision of this Agreement or the other Loan Documents, the European Swing Line Loan shall constitute an Index Rate Loan. European Borrower shall repay the aggregate outstanding the principal amount of the European Swing Line Sublimit (or such greater amount as may be agreed Loan upon demand therefore by the Administrative Agent in its sole discretion), notwithstanding the fact that such European Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Multicurrency Revolving Loans and L/C Obligations of the Lender acting as European Swing Line Lender, may exceed the amount of such Lender’s Multicurrency Revolving Commitment; provided, however, that (i) after giving effect to any European Swing Line Loan, (A) the Total Multicurrency Revolving Outstandings shall not exceed the Aggregate Multicurrency Revolving Commitments, (B) the Multicurrency Revolving Credit Exposure of any Lender shall not exceed such Lender’s Multicurrency Revolving Commitment and (C) the Outstanding Amount of all Multicurrency Swing Line Loans shall not exceed the Multicurrency Swing Line Sublimit, (ii) the BV Borrower shall not use the proceeds of any European Swing Line Loan to refinance any outstanding Swing Line Loan and (iii) the European Swing Line Lender shall not be under any obligation to make any European Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, the BV Borrower may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each European Swing Line Loan shall bear interest at a rate per annum determined in accordance with Section 2.08(a). Immediately upon the making of a European Swing Line Loan, each Multicurrency Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the European Swing Line Lender a risk participation in such European Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such European Swing Line LoanAgent.