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 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) 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, 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. 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 each European 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) each European 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, each European 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 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 each 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 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 principal amount of the European Swing Line Loan upon demand therefore by Agent. (ii) European Borrower shall execute and deliver to the Swing Line Lender a promissory note to evidence the European Swing Line Commitment. Such note shall be in the principal amount of the European Swing Line Commitment of the Swing Line Lender, dated the Closing Date and substantially in the form of Exhibit 1.1(f)(ii) (each a “European Swing Line Note” and, collectively, the “European Swing Line Notes”). The European Swing Line Note shall represent the obligation of European Borrower to pay the amount of the European Swing Line Sublimit Commitment or, if less, the aggregate unpaid principal amount of all European Swing Line Advances made to European Borrower together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of the European Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner paid in full. (or such greater amount as may be agreed by the Administrative Agent iii) The Swing Line Lender may, at any time and from time to time in its sole and absolute discretion, but not less frequently than weekly, on behalf of European Borrower (and European Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf), notwithstanding request each European Revolving Lender (including the fact Swing Line Lender) to make a European Revolving Credit Advance to European Borrower (which shall be an Index Rate Loan) in an amount equal to that such European Revolving Lender’s Pro Rata Share of the principal amount of the European Borrower’s European Swing Line Loans, when aggregated with Loan (the Applicable Percentage “European Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless any of the Outstanding Amount events described in Sections 8.1(h) or 8.1(i) has occurred (in which event the procedures of Multicurrency Section 1.1(f)(iv) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a European Revolving Loans and L/C Obligations Credit Advance are then satisfied, each European Revolving Lender shall disburse directly to Agent, its Pro Rata Share of a European Revolving Credit Advance on behalf of the Swing Line Lender acting as prior to 3:00 p.m. (New York time) in immediately available funds on the Business Day next succeeding the date that notice is given. The proceeds of those European Revolving Credit Advances shall be immediately paid to the Swing Line Lender and applied to repay the European Refunded Swing Line Loan of the European Borrower. (iv) If, prior to refunding a European Swing Line LenderLoan with a European Revolving Credit Advance pursuant to Section 1.1(f)(iii), may exceed one of the amount events described in Sections 8.1(h) or 8.1(i) has occurred, then, subject to the provisions of Section 1.1(f)(v) below, each European Revolving Lender shall, on the date such Lender’s Multicurrency European Revolving Commitment; providedCredit Advance was to have been made for the benefit of the European Borrower, however, that (i) after giving effect to any European purchase from the Swing Line Loan, (A) Lender an undivided participation interest in 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) 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 Borrower in an amount equal to its Pro Rata Share of such European Swing Line Loan. Upon request, each European Revolving Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (v) Each European Revolving Lender’s obligation to make European Revolving Credit Advances in accordance with Section 1.1(f)(iii) and to purchase participation interests in accordance with Section 1.1(f)(iv) shall be absolute and unconditional and shall not be under affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such European Revolving Lender may have against the Swing Line Lender, European Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of European Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time; or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that no European Revolving Lender shall have 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 Revolving Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, 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 Advances in accordance with Section 2.08(a). Immediately upon 1.1(f)(iii) or to purchase participation interests in accordance with Section 1.1(f)(iv) in the making of event that the Swing Line Lender shall have been instructed not to make a European Swing Line Loan, each Multicurrency Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Advance in accordance with Section 1.1(f)(i) prior to the European Swing Line Lender a risk participation in date of any such European Swing Line Loan in an amount equal Advance. If any European Revolving Lender does not make available to Agent or the product of such Swing Line Lender’s Applicable Percentage times , as applicable, the amount of required pursuant to Sections 1.1(f)(iii) or 1.1(f)(iv), as the case may be, the Swing Line Lender shall be entitled to recover such amount on demand from such European Swing Line LoanRevolving Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Rate for the first two Business Days and at the Index Rate thereafter.

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 aggregate outstanding principal amount of the other Lenders set forth in this Section 2.04, agrees to make loans (each such loan, a “European Swing Line Loan”Loan upon demand therefore by Agent. (ii) to each European Borrower shall execute and deliver to the Swing Line Lender a promissory note to evidence the European Swing Line Commitment. Such note shall be in Eurothe principal amount of the European Swing Line Commitment of the Swing Line Lender, Sterling or Dollars from time dated the Closing Date and substantially in the form of Exhibit 1.1(e)(ii) (each a "European Swing Line Note" and, collectively, the "European Swing Line Notes"). The European Swing Line Note shall represent the obligation of European Borrower to time on any Business Day during the Multicurrency Availability Period in an aggregate amount not to exceed at any time outstanding pay the amount of the European Swing Line Sublimit Commitment or, if less, the aggregate unpaid principal amount of all European Swing Line Advances made to European Borrower together with interest thereon as prescribed in Section 1.5. The entire unpaid balance of the European Swing Line Loan and all other noncontingent Obligations shall be immediately due and payable in full in immediately available funds on the Commitment Termination Date if not sooner paid in full. (or such greater amount as may be agreed by the Administrative Agent iii) The Swing Line Lender may, at any time and from time to time in its sole and absolute discretion, but not less frequently than weekly, on behalf of European Borrower (and European Borrower hereby irrevocably authorizes the Swing Line Lender to so act on its behalf), notwithstanding request each Revolving Lender (including the fact Swing Line Lender) to make a European Revolving Credit Advance to European Borrower (which shall be an Index Rate Loan) in an amount equal to that such Revolving Lender's Pro Rata Share of the principal amount of the European Borrower's European Swing Line Loans, when aggregated with Loan (the Applicable Percentage "European Refunded Swing Line Loan") outstanding on the date such notice is given. Unless any of the Outstanding Amount events described in Sections 8.1(h) or 8.1 (i) has occurred (in which event the procedures of Multicurrency Section 1.1(e)(iv) shall apply) and regardless of whether the conditions precedent set forth in this Agreement to the making of a European Revolving Loans and L/C Obligations Credit Advance are then satisfied, each Revolving Lender shall disburse directly to Agent, its Pro Rata Share of a European Revolving Credit Advance on behalf of the Swing Line Lender acting as prior to 3:00 p.m. (New York time) in immediately available funds on the Business Day next succeeding the date that notice is given. The proceeds of those European Revolving Credit Advances shall be immediately paid to the Swing Line Lender and applied to repay the European Refunded Swing Line Loan of the European Borrower. (iv) If, prior to refunding a European Swing Line LenderLoan with a European Revolving Credit Advance pursuant to Section 1.1(e)(iii), may exceed one of the amount of such Lender’s Multicurrency Revolving Commitment; provided, however, that events described in Sections 8.1(h) or 8.1 (i) after giving effect has occurred, then, subject to any the provisions of Section 1.1(e)(v) below, each Revolving Lender shall, on the date such European Revolving Credit Advance was to have been made for the benefit of the European Borrower, purchase from the Swing Line Loan, (A) Lender an undivided participation interest in 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) 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 Borrower in an amount equal to its Pro Rata Share of such European Swing Line Loan. Upon request, each Revolving Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest. (v) Each Revolving Lender's obligation to make European Revolving Credit Advances in accordance with Section 1.1(e)(iii) and to purchase participation interests in accordance with Section 1.1(e)(iv) shall be absolute and unconditional and shall not be under affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender may have against the Swing Line Lender, European Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of European Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time; or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided that no Revolving Lender shall have 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 Revolving Credit Extension may have, Fronting Exposure. Within the foregoing limits, and subject to the other terms and conditions hereof, 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 Advances in accordance with Section 2.08(a). Immediately upon 1.1(e)(iii) or to purchase participation interests in accordance with Section 1.1(e)(iv) in the making of event that the Swing Line Lender shall have been instructed not to make a European Swing Line Loan, each Multicurrency Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Advance in accordance with Section 1.1(e)(i) prior to the European Swing Line Lender a risk participation in date of any such European Swing Line Loan in an amount equal Advance. If any Revolving Lender does not make available to Agent or the product of such Swing Line Lender’s Applicable Percentage times , as applicable, the amount of such European required pursuant to Sections 1.1(e)(iii) or 1.1(e)(iv), as the case may be, the Swing Line LoanLender shall be entitled to recover such amount on demand from such Revolving Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Rate for the first two Business Days and at the Index Rate thereafter.