Common use of UK Swingline Loans Clause in Contracts

UK Swingline Loans. Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “UK Swingline Loan” and, collectively, the “UK Swingline Loans”) to the UK Borrowers (on a joint and several basis), which UK Swingline Loans (i) shall be denominated in Pounds Sterling or Euros, at the option of the applicable Borrower, (ii) shall be incurred and maintained as in the case of UK Revolving Loans denominated in Pounds Sterling, LIBOR Loans, and in the case of UK Revolving Loans denominated in Euros, EURIBOR Loans, with an Interest Period of one week; (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by the Swingline Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (A) the Aggregate Exposure to exceed the Total Revolving Loan Commitment, as then in effect, (B) the Aggregate UK Exposure to exceed the UK Maximum Amount or the UK Revolving Loan Commitments, as then in effect, (C) the Aggregate Exposure to exceed the Aggregate Borrowing Base at such time (based on the most recently delivered Borrowing Base Certificate), or (D) the Aggregate UK Exposure to exceed the UK Borrowing Base at such time (based on the most recently delivered Borrowing Base Certificate), and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum UK Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(e), (i) the Swingline Lender shall not make any UK Swingline Loan after it has received written notice from any Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders or such other Lenders solely to the extent required under the terms of this Agreement, and (ii) no Swingline Lender shall be obligated to make UK Swingline Loans to the extent such advance would cause such Lender’s then outstanding Loans to exceed its Revolving Loan Commitment.

UK Swingline Loans. Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “UK Swingline Loan” and, collectively, the “UK Swingline Loans”) to the UK Borrowers (on a joint and several basis), which UK Swingline Loans (i) shall be denominated in Pounds Sterling or Euros, at the option of the applicable Borrower, (ii) shall be incurred and maintained as in the case of UK Revolving Loans denominated in Pounds Sterling, LIBOR Loans, and in the case of UK Revolving Loans denominated in Euros, EURIBOR Loans, with an Interest Period of one week; (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by the Swingline Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (A) the Aggregate Exposure to exceed the Total Revolving Loan Commitment, as then in effect, (B) the Aggregate UK Exposure to exceed the UK Maximum Amount or the UK Revolving Loan CommitmentsAmount, as then in effect, (C) the Aggregate Exposure to exceed the Aggregate Borrowing Base at such time (based on the most recently delivered Borrowing Base Certificate), or (D) the Aggregate UK Exposure to exceed the UK Borrowing Base at such time (based on the most recently delivered Borrowing Base Certificate), and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum UK Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(e), (i) the Swingline Lender shall not make any UK Swingline Loan after it has received written notice from any Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders or such other Lenders solely to the extent required under the terms of this AgreementLenders, and (ii) no Swingline Lender shall be obligated to make UK Swingline Loans to the extent such advance would cause such Lender’s then outstanding Loans to exceed its Revolving Loan Commitment.

UK Swingline Loans. Subject to and upon the terms and conditions set forth herein, the (i) The UK Swingline Lender agrees is authorized by the UK Lenders and shall, subject to makethe provisions of this Section, make UK Swingline Loans up to the UK Swingline Sublimit in the aggregate outstanding at any time consisting of only UK Base Rate Loans, upon a Notice of Borrowing (which may be sent electronically) received by the Agent and from time to time on or after the Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “UK Swingline Loan” and, collectively, the “UK Swingline Loans”) to the UK Borrowers Lender (on a joint and several basis), which UK Swingline Loans (i) shall be denominated in Pounds Sterling or EurosNotice of Borrowing, at the option of the applicable BorrowerUK Swingline Lender’s discretion, (ii) shall be incurred and maintained as in the case of UK Revolving Loans denominated in Pounds Sterling, LIBOR Loans, and in the case of UK Revolving Loans denominated in Euros, EURIBOR Loans, with an Interest Period of one week; (iii) may be repaid and reborrowed in accordance with the provisions hereofsubmitted prior to 11:00 a.m., (iv) shall not be made (and shall not be required to be made) by the Swingline Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof Local Time, on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this AgreementBusiness Day on which such UK Swingline Loan is requested) would cause (A) the Aggregate Exposure to exceed the Total Revolving Loan Commitment, as then in effect, (B) the Aggregate UK Exposure to exceed provided further that the UK Maximum Amount or the UK Revolving Loan Commitments, as then in effect, (C) the Aggregate Exposure to exceed the Aggregate Borrowing Base at such time (based on the most recently delivered Borrowing Base Certificate), or (D) the Aggregate UK Exposure to exceed the UK Borrowing Base at such time (based on the most recently delivered Borrowing Base Certificate), and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum UK Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(e), (i) the Swingline Lender shall not be obligated to make any UK Swingline Loan after it has received written notice from at any Borrower, time when any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and UK Lender is continuing until at such time as a Defaulting Lender hereunder, unless the UK Swingline Lender has entered into satisfactory arrangements with the Borrowers or such UK Lender to eliminate the UK Swingline Lender’s Fronting Exposure. UK Swingline Loans shall have received written notice (A) of rescission of all such notices from be subject to periodic settlement with the party or parties originally delivering such notice or notices or (B) UK Lenders under Section 2.7 below in the sole discretion of the waiver of such Default or Event of Default by the Required Lenders or such other Lenders solely to the extent required under the terms of this Agreement, and UK Swingline Lender. (ii) no The UK Swingline Lender shall be obligated to shall, at the Lead Borrower’s request, make UK Swingline Loans (A) in reliance upon the Borrowers’ actual or deemed representations under Section 4.2 that the applicable conditions for borrowing are satisfied and (B) for Permitted Overadvances. If the conditions for borrowing under Section 4.2 cannot be fulfilled, the UK Borrower shall give a Noncompliance Notice to the extent Agent and the UK Swingline Lender prior to requesting further UK Swingline Loans. If the conditions for borrowing under Section 4.2 cannot be fulfilled, the Required Lenders may direct the UK Swingline Lender to, and the UK Swingline Lender thereupon shall, cease making UK Swingline Loans (other than Permitted Overadvances) until such advance would cause such Lender’s then outstanding Loans to exceed its Revolving Loan Commitment.conditions can be satisfied or are waived in accordance with Section

UK Swingline Loans. Subject to and upon the terms and conditions set forth herein, the (i) The UK Swingline Lender agrees is authorized by the UK Lenders and shall, subject to makethe provisions of this Section, make UK Swingline Loans up to the UK Swingline Sublimit in the aggregate outstanding at any time consisting of only UK Base Rate Loans, upon a Notice of Borrowing (which may be sent electronically) received by the Agent and from time to time on or after the Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “UK Swingline Loan” and, collectively, the “UK Swingline Loans”) to the UK Borrowers Lender (on a joint and several basis), which UK Swingline Loans (i) shall be denominated in Pounds Sterling or EurosNotice of Borrowing, at the option of the applicable BorrowerUK Swingline Lender’s discretion, (ii) shall be incurred and maintained as in the case of UK Revolving Loans denominated in Pounds Sterling, LIBOR Loans, and in the case of UK Revolving Loans denominated in Euros, EURIBOR Loans, with an Interest Period of one week; (iii) may be repaid and reborrowed in accordance with the provisions hereofsubmitted prior to 11:00 a.m., (iv) shall not be made (and shall not be required to be made) by the Swingline Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof Local Time, on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this AgreementBusiness Day on which such UK Swingline Loan is requested) would cause (A) the Aggregate Exposure to exceed the Total Revolving Loan Commitment, as then in effect, (B) the Aggregate UK Exposure to exceed provided further that the UK Maximum Amount or the UK Revolving Loan Commitments, as then in effect, (C) the Aggregate Exposure to exceed the Aggregate Borrowing Base at such time (based on the most recently delivered Borrowing Base Certificate), or (D) the Aggregate UK Exposure to exceed the UK Borrowing Base at such time (based on the most recently delivered Borrowing Base Certificate), and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum UK Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(e), (i) the Swingline Lender shall not be obligated to make any UK Swingline Loan after it has received written notice from at any Borrower, time when any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and UK Lender is continuing until at such time as a Defaulting Lender hereunder, unless the UK Swingline Lender has entered into satisfactory arrangements with the Borrowers or such UK Lender to eliminate the UK Swingline Lender’s Fronting Exposure. UK Swingline Loans shall have received written notice (A) of rescission of all such notices from be subject to periodic settlement with the party or parties originally delivering such notice or notices or (B) UK Lenders under Section 2.7 below in the sole discretion of the waiver of such Default or Event of Default by the Required Lenders or such other Lenders solely to the extent required under the terms of this Agreement, and UK Swingline Lender. (ii) no The UK Swingline Lender shall be obligated to shall, at the Lead Borrower’s request, make UK Swingline Loans (A) in reliance upon the Borrowers’ actual or deemed representations under Section 4.2 that the applicable conditions for borrowing are satisfied and (B) for Permitted Overadvances. If the conditions for borrowing under Section 4.2 cannot be fulfilled, the UK Borrower shall give a Noncompliance Notice to the extent Agent and the UK Swingline Lender prior to requesting further UK Swingline Loans. If the conditions for borrowing under Section 4.2 cannot be fulfilled, the Required Lenders may direct the UK Swingline Lender to, and the UK Swingline Lender thereupon shall, cease making UK Swingline Loans (other than Permitted Overadvances) until such advance would cause such Lender’s then outstanding Loans to exceed its Revolving Loan Commitmentconditions can be satisfied or are waived in accordance with Section 9.

UK Swingline Loans. Subject to and upon the terms and conditions set forth herein, the (i) The UK Swingline Lender agrees is authorized by the UK Lenders and shall, subject to makethe provisions of this Section, make UK Swingline Loans up to the UK Swingline Sublimit in the aggregate outstanding at any time consisting of only UK Base Rate Loans, upon a Notice of Borrowing (which may be sent electronically) received by the Agent and from time to time on or after the Effective Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “UK Swingline Loan” and, collectively, the “UK Swingline Loans”) to the UK Borrowers Lender (on a joint and several basis), which UK Swingline Loans (i) shall be denominated in Pounds Sterling or EurosNotice of Borrowing, at the option of the applicable BorrowerUK Swingline Lender’s discretion, (ii) shall be incurred and maintained as in the case of UK Revolving Loans denominated in Pounds Sterling, LIBOR Loans, and in the case of UK Revolving Loans denominated in Euros, EURIBOR Loans, with an Interest Period of one week; (iii) may be repaid and reborrowed in accordance with the provisions hereofsubmitted prior to 11:00 a.m., (iv) shall not be made (and shall not be required to be made) by the Swingline Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof Local Time, on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this AgreementBusiness Day on which such UK Swingline Loan is requested) would cause (A) the Aggregate Exposure to exceed the Total Revolving Loan Commitment, as then in effect, (B) the Aggregate UK Exposure to exceed provided further that the UK Maximum Amount or the UK Revolving Loan Commitments, as then in effect, (C) the Aggregate Exposure to exceed the Aggregate Borrowing Base at such time (based on the most recently delivered Borrowing Base Certificate), or (D) the Aggregate UK Exposure to exceed the UK Borrowing Base at such time (based on the most recently delivered Borrowing Base Certificate), and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum UK Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(e), (i) the Swingline Lender shall not be obligated to make any UK Swingline Loan after it has received written notice from at any Borrower, time when any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and UK Lender is continuing until at such time as a Defaulting Lender hereunder, unless the UK Swingline Lender has entered into satisfactory arrangements with the Borrowers or such UK Lender to eliminate the UK Swingline Lender’s Fronting Exposure. UK Swingline Loans shall have received written notice (A) of rescission of all such notices from be subject to periodic settlement with the party or parties originally delivering such notice or notices or (B) UK Lenders under Section 2.7 below in the sole discretion of the waiver of such Default or Event of Default by the Required Lenders or such other Lenders solely to the extent required under the terms of this Agreement, and UK Swingline Lender. (ii) no The UK Swingline Lender shall be obligated to shall, at the Lead Borrower’s request, make UK Swingline Loans (A) in reliance upon the Borrowers’ actual or deemed representations under Section 4.2 that the applicable conditions for borrowing are satisfied and (B) for Permitted Overadvances. If the conditions for borrowing under Section 4.2 cannot be fulfilled, the UK Borrower shall give a Noncompliance Notice to the extent Agent and the UK Swingline Lender prior to requesting further UK Swingline Loans. If the conditions for borrowing under Section 4.2 cannot be fulfilled, the Required Revolving Lenders may direct the UK Swingline Lender to, and the UK Swingline Lender thereupon shall, cease making UK Swingline Loans (other than Permitted Overadvances) until such advance would cause such Lender’s then outstanding Loans to exceed its Revolving Loan Commitmentconditions can be satisfied or are waived in accordance with Section 9.

UK Swingline Loans. Subject to and upon the terms and conditions set forth herein, the Swingline Lender agrees to make, at any time and from time to time on or after the Effective Initial Borrowing Date and prior to the Swingline Expiry Date, a revolving loan or revolving loans (each, a “UK Swingline Loan” and, collectively, the “UK Swingline Loans”) to the UK Borrowers (on a joint and several basis), which UK Swingline Loans (i) shall be denominated in Pounds Sterling or Euros, at the option of the applicable Borrower, (ii) shall be incurred and maintained as in the case of UK Revolving Loans denominated in Pounds Sterling, LIBOR Loans, and in the case of UK Revolving Loans denominated in Euros, EURIBOR Loans, with an Interest Period of one week; (iii) may be repaid and reborrowed in accordance with the provisions hereof, (iv) shall not be made (and shall not be required to be made) by the Swingline Lender in any instance where the incurrence thereof (after giving effect to the use of the proceeds thereof on the date of the incurrence thereof to repay any amounts theretofore outstanding pursuant to this Agreement) would cause (A) the Aggregate Exposure to exceed the Total Revolving Loan Commitment, as then in effect, (B) the Aggregate UK Exposure to exceed the UK Maximum Amount or the UK Revolving Loan CommitmentsAmount, as then in effect, (C) the Aggregate Exposure to exceed the Aggregate Borrowing Base at such time (based on the most recently delivered Borrowing Base Certificate), or (D) the Aggregate UK Exposure to exceed the UK Borrowing Base at such time (based on the most recently delivered Borrowing Base Certificate), and (v) shall not exceed in aggregate principal amount at any time outstanding the Maximum UK Swingline Amount. Notwithstanding anything to the contrary contained in this Section 2.01(e2.01(d), (i) the Swingline Lender shall not be obligated to make any UK Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it and UK Company to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s or Defaulting Lenders’ participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ RL Percentage of the outstanding Swingline Loans, (ii) the Swingline Lender shall not make any UK Swingline Loan after it has received written notice from any Borrower, any other Credit Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default by the Required Lenders or such other Lenders solely to the extent required under the terms of this AgreementLenders, and (iiiii) no Swingline Lender shall be obligated to make UK Swingline Loans to the extent such advance would cause such Lender’s then outstanding Loans to exceed its Revolving Loan Credit Commitment.