Common use of U.S. Swing Loans Clause in Contracts

U.S. Swing Loans. (i) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, and in order to facilitate advances and repayments between Settlement Dates, PNC may, at its option, cancelable at any time for any reason whatsoever upon notice to U.S. Borrowing Agent, make swing loans (the “U.S. Swing Loans”) (which shall be Domestic Rate Loans only) to U.S. Borrowers at any time or from time to time after the date hereof to, but not including, the last day of the Term, in an aggregate principal amount up to but not in excess of the U.S. Swing Loan Commitment; provided that the aggregate principal amount of PNC’s U.S. Swing Loans and the U.S. Revolving Advances of all the Lenders shall not exceed the lesser of (x) the Maximum U.S. Revolving Advance Amount less the aggregate Maximum Undrawn Amount of outstanding U.S. Letters of Credit or (y) the U.S. Formula Amount. Within such limits of time and amount and subject to the other provisions of this Agreement, U.S. Borrower may borrow, repay and reborrow pursuant to this Section 2.25(a). (ii) Except as otherwise provided herein, U.S. Borrower may from time to time prior to the last day of the Term request PNC to make U.S. Swing Loans by delivery to PNC not later than 1:00 p.m., on the proposed borrowing date of a duly completed request therefor in writing or a request by telephone immediately confirmed in writing (each a “U.S. Swing Loan Request”), it being understood that the Agent may rely on the authority of any individual making such a telephonic request without the necessity of receipt of such written confirmation. Each U.S. Swing Loan Request shall be irrevocable and shall specify the proposed borrowing date and the principal amount of such U.S. Swing Loan. (iii) So long as PNC elects to make U.S. Swing Loans, PNC shall, after receipt by it of a U.S. Swing Loan Request pursuant to Section 2.25(a)(ii) hereof, fund such U.S. Swing Loan to U.S. Borrower in Dollars and immediately available funds to the Funding Account. (iv) The obligation of U.S. Borrowers to repay the aggregate unpaid principal amount of the U.S. Swing Loans made to U.S. Borrowers by PNC, together with interest thereon, shall be evidenced by a promissory note in substantially the form attached hereto as Exhibit 2.25(a)(iv) (the “U.S. Swing Loan Note”), dated the Closing Date payable to the order of PNC in a face amount equal to the U.S. Swing Loan Commitment. (v) PNC may, at its option, exercisable at any time for any reason whatsoever but not less frequently than on each Settlement Date, request repayment of the U.S. Swing Loans from the U.S. Lenders, and each Lender shall make a U.S. Revolving Advance in an amount equal to such Lender’s U.S. Revolving Advance Commitment Percentage of the aggregate principal amount of the outstanding U.S. Swing Loans, plus, if PNC so requests, accrued interest thereon; provided that no U.S. Lender shall be obligated in any event to make U.S. Advances in excess of its commitment to make U.S. Advances. U.S. Revolving Advances made pursuant to the preceding sentence shall bear interest at the applicable Revolving Interest Rate and shall be deemed to have been properly requested in accordance with Section 2.2 hereof without regard to any of the requirements of that provision. PNC shall provide notice to the U.S. Lenders (which may be telephonic or written) that such U.S. Revolving Advances are to be made under this Section 2.25(a) and of the apportionment among the U.S. Lenders, and the U.S. Lenders shall be unconditionally obligated to fund such U.S. Revolving Advances (whether or not (i) the conditions specified in Section 8.2 hereof are then satisfied or (ii) a Default or an Event of Default has occurred and is continuing unless, prior to the time such U.S. Swing Loans were made, the Required Lenders shall have directed the Agent not to make U.S. Advances to U.S. Borrower) by the time PNC so requests, which shall not be earlier than 1:00 p.m. on the next Business Day after the date the U.S. Lenders receive such notice from PNC. (vi) Notwithstanding anything in this Agreement to the contrary, all payment or prepayment by U.S. Borrowers of principal, interest, fees or other amounts with respect to U.S. Swing Loans shall be for the sole and separate account of PNC.

U.S. Swing Loans. From and including the Closing Date, and prior to the Termination Date, each U.S. Swing Lender severally agrees, on the terms and conditions set forth in this Agreement and in reliance upon the agreement of the other Revolving Lenders set forth in Section 2.24, to make U.S. Swing Loans to any Borrower in Dollars from time to time in a principal amount not to exceed in the aggregate at any one time outstanding for all of the Borrowers the Dollar Amount of its U.S. Swing Commitment; provided that (a) each U.S. Swing Lender shall be obligated to make only its pro rata share of each U.S. Swing Loan (such pro rata share to be determined by dividing the unused U.S. Swing Commitment of each U.S. Swing Lender then in effect by the aggregate unused U.S. Swing Commitments then in effect, it being understood that the pro rata shares of the U.S. Swing Lenders with respect to a portion of a U.S. Swing Loan may be different than the pro rata shares of the U.S. Swing Lenders with respect to another portion of such U.S. Swing Loan), (b) the Dollar Amount of the outstanding principal of the Swing Loans (regardless of the currency in which such Swing Loans are denominated) made by any Swing Lender shall not at any time exceed the greater of (i) its U.S. Swing Commitment and (ii) its Maximum Swing Commitment (if any), (c) the Dollar Amount of the outstanding principal of all Swing Loans (regardless of the currency in which such Swing Loans are denominated) plus the Dollar Amount of the outstanding principal of all Revolving Loans shall not at any time exceed the Total Commitment and (d) during any period of ten consecutive Business Days, there must be at least one day on which no U.S. Swing Loans are outstanding. Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, and in order to facilitate advances and repayments between Settlement Dates, PNC may, at its option, cancelable at any time for any reason whatsoever upon notice to U.S. Borrowing Agent, make swing loans (the “U.S. Swing Loans”) (which shall be Domestic Rate Loans only) to U.S. Borrowers at any time or from time to time after the date hereof to, but not including, the last day of the Term, in an aggregate principal amount up to but not in excess of the U.S. Swing Loan Commitment; provided that the aggregate principal amount of PNC’s U.S. Swing Loans and the U.S. Revolving Advances of all the Lenders shall not exceed the lesser of (x) the Maximum U.S. Revolving Advance Amount less the aggregate Maximum Undrawn Amount of outstanding U.S. Letters of Credit or (y) the U.S. Formula Amount. Within such limits of time and amount and subject to the other provisions of this Agreement, U.S. any Borrower may borrow, repay and reborrow pursuant to this Section 2.25(a). (ii) Except as otherwise provided herein, U.S. Borrower may from time to Swing Loans at any time prior to the last day of the Term request PNC to make Termination Date. The U.S. Swing Loans by delivery to PNC not later than 1:00 p.m., Commitment shall expire on the proposed borrowing date of a duly completed request therefor in writing or a request by telephone immediately confirmed in writing (each a “U.S. Swing Loan Request”), it being understood that the Agent may rely on the authority of any individual making such a telephonic request without the necessity of receipt of such written confirmation. Each U.S. Swing Loan Request shall be irrevocable and shall specify the proposed borrowing date and the principal amount of such U.S. Swing LoanTermination Date. (iii) So long as PNC elects to make U.S. Swing Loans, PNC shall, after receipt by it of a U.S. Swing Loan Request pursuant to Section 2.25(a)(ii) hereof, fund such U.S. Swing Loan to U.S. Borrower in Dollars and immediately available funds to the Funding Account. (iv) The obligation of U.S. Borrowers to repay the aggregate unpaid principal amount of the U.S. Swing Loans made to U.S. Borrowers by PNC, together with interest thereon, shall be evidenced by a promissory note in substantially the form attached hereto as Exhibit 2.25(a)(iv) (the “U.S. Swing Loan Note”), dated the Closing Date payable to the order of PNC in a face amount equal to the U.S. Swing Loan Commitment. (v) PNC may, at its option, exercisable at any time for any reason whatsoever but not less frequently than on each Settlement Date, request repayment of the U.S. Swing Loans from the U.S. Lenders, and each Lender shall make a U.S. Revolving Advance in an amount equal to such Lender’s U.S. Revolving Advance Commitment Percentage of the aggregate principal amount of the outstanding U.S. Swing Loans, plus, if PNC so requests, accrued interest thereon; provided that no U.S. Lender shall be obligated in any event to make U.S. Advances in excess of its commitment to make U.S. Advances. U.S. Revolving Advances made pursuant to the preceding sentence shall bear interest at the applicable Revolving Interest Rate and shall be deemed to have been properly requested in accordance with Section 2.2 hereof without regard to any of the requirements of that provision. PNC shall provide notice to the U.S. Lenders (which may be telephonic or written) that such U.S. Revolving Advances are to be made under this Section 2.25(a) and of the apportionment among the U.S. Lenders, and the U.S. Lenders shall be unconditionally obligated to fund such U.S. Revolving Advances (whether or not (i) the conditions specified in Section 8.2 hereof are then satisfied or (ii) a Default or an Event of Default has occurred and is continuing unless, prior to the time such U.S. Swing Loans were made, the Required Lenders shall have directed the Agent not to make U.S. Advances to U.S. Borrower) by the time PNC so requests, which shall not be earlier than 1:00 p.m. on the next Business Day after the date the U.S. Lenders receive such notice from PNC. (vi) Notwithstanding anything in this Agreement to the contrary, all payment or prepayment by U.S. Borrowers of principal, interest, fees or other amounts with respect to U.S. Swing Loans shall be for the sole and separate account of PNC.

U.S. Swing Loans. (i) Subject From and including the Closing Date, and prior to the Revolving Termination Date, each U.S. Swing Lender severally agrees, on the terms and conditions hereof set forth in this Agreement and relying in reliance upon the representations and warranties herein agreement of the other Multi-Currency Revolving Lenders set forthforth in Section 2.24, and in order to facilitate advances and repayments between Settlement Dates, PNC may, at its option, cancelable at any time for any reason whatsoever upon notice to U.S. Borrowing Agent, make swing loans (the “U.S. Swing Loans”) (which shall be Domestic Rate Loans only) to U.S. Borrowers at any time or the Borrower in Dollars from time to time after the date hereof to, but not including, the last day of the Term, in an aggregate principal amount up not to but not exceed the U.S. Swing Commitment; provided that (a) each U.S. Swing Lender shall be obligated to make U.S. Swing Loans in excess an aggregate amount equal to 50% of the U.S. Swing Loan Commitment; provided that , (b) each U.S. Swing Lender shall make 50% of each U.S. Swing Loan, (c) the aggregate principal amount of PNC’s the outstanding Multi-Currency Revolving Loans and Swing Loans shall not at any time exceed the Multi-Currency Total Commitment and (d) during any period of ten consecutive Business Days, there must be at least one day on which no U.S. Swing Loans and the U.S. Revolving Advances of all the Lenders shall not exceed the lesser of (x) the Maximum U.S. Revolving Advance Amount less the aggregate Maximum Undrawn Amount of outstanding U.S. Letters of Credit or (y) the U.S. Formula Amountare outstanding. Within such limits of time and amount and subject Subject to the other provisions terms of this Agreement, U.S. the Borrower may borrow, repay and reborrow pursuant to this Section 2.25(a). (ii) Except as otherwise provided herein, U.S. Borrower may from time to Swing Loans at any time prior to the last day of the Term request PNC to make Revolving Termination Date. The U.S. Swing Loans by delivery to PNC not later than 1:00 p.m., Commitment shall expire on the proposed borrowing date of a duly completed request therefor in writing or a request by telephone immediately confirmed in writing (each a “U.S. Swing Loan Request”), it being understood that the Agent may rely on the authority of any individual making such a telephonic request without the necessity of receipt of such written confirmationRevolving Termination Date. Each U.S. Swing Loan Request shall be irrevocable and shall specify the proposed borrowing date and the principal amount of such U.S. Swing Loan. (iii) So long as PNC elects to make U.S. Swing Loans, PNC shall, after receipt by it of a U.S. Swing Loan Request pursuant to Section 2.25(a)(ii) hereof, fund such U.S. Swing Loan to U.S. Borrower in Dollars and immediately available funds to the Funding Account. (iv) The obligation of U.S. Borrowers to repay the aggregate unpaid principal amount of the U.S. Swing Loans made to U.S. Borrowers by PNC, together with interest thereon, shall be evidenced by a promissory note in substantially the form attached hereto as Exhibit 2.25(a)(iv) (the “U.S. Swing Loan Note”), dated the Closing Date payable to the order of PNC in a face amount equal to the U.S. Swing Loan Commitment. (v) PNC may, at its option, exercisable at any time for any reason whatsoever but not less frequently than on each Settlement Date, request repayment of the U.S. Swing Loans from the U.S. Lenders, and each Lender shall make a U.S. Revolving Advance in an amount equal to such Lender’s U.S. Revolving Advance Commitment Percentage of the aggregate principal amount of the outstanding U.S. Swing Loans, plus, if PNC so requests, accrued interest thereon; provided that no U.S. Lender shall be obligated in any event to make U.S. Advances in excess of its commitment to make U.S. Advances. U.S. Revolving Advances made pursuant to the preceding sentence shall bear interest at the applicable Revolving Interest Rate and shall be deemed to have been properly requested in accordance with Section 2.2 hereof without regard to any of the requirements of that provision. PNC shall provide notice to the U.S. Lenders (which may be telephonic or written) that such U.S. Revolving Advances are to be made under this Section 2.25(a) and of the apportionment among the U.S. Lenders, and the U.S. Lenders shall be unconditionally obligated to fund such U.S. Revolving Advances (whether or not (i) the conditions specified in Section 8.2 hereof are then satisfied or (ii) a Default or an Event of Default has occurred and is continuing unless, prior to the time such U.S. Swing Loans were made, the Required Lenders shall have directed the Agent not to make U.S. Advances to U.S. Borrower) by the time PNC so requests, which shall not be earlier than 1:00 p.m. on the next Business Day after the date the U.S. Lenders receive such notice from PNC. (vi) Notwithstanding anything in this Agreement to the contrary, all payment or prepayment by U.S. Borrowers of principal, interest, fees or other amounts with respect to Any U.S. Swing Loans shall be for deemed to be usage of the sole Multi-Currency Revolving Commitments and separate account of PNCnot the Dollar Revolving Commitments.

U.S. Swing Loans. From and including the Closing Date, and prior to the Termination Date, each U.S. Swing Lender severally agrees, on the terms and conditions set forth in this Agreement and in reliance upon the agreement of the other Revolving Lenders set forth in Section 2.24, to make U.S. Swing Loans to any Borrower in Dollars from time to time in a principal amount not to exceed in the aggregate at any one time outstanding for all of the Borrowers the Dollar Amount of its U.S. Swing Commitment; provided that (a) each U.S. Swing Lender shall be obligated to make only its pro rata share of each U.S. Swing Loan (such pro rata share to be determined by dividing the unused U.S. Swing Commitment of each U.S. Swing Lender then in effect by the aggregate unused U.S. Swing Commitments then in effect, it being understood that the pro rata shares of the U.S. Swing Lenders with respect to a portion of a U.S. Swing Loan may be different than the pro rata shares of the U.S. Swing Lenders with respect to another portion of such U.S. Swing Loan), (b) the Dollar Amount of the outstanding principal of the Swing Loans (regardless of the currency in which such Swing Loans are denominated) made by any Swing Lender shall not at any time exceed the greater of (i) its U.S. Swing Commitment and (ii) its Maximum Swing Commitment (if any), (c) the Dollar Amount of the outstanding principal of all Swing Loans (regardless of the currency in which such Swing Loans are denominated) plus the Dollar Amount of the outstanding principal of all Revolving Loans shall not at any time exceed the Total Commitment and (d) during any period of ten consecutive Business Days, there must be at least one day on which no U.S. Swing Loans are outstanding. Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, and in order to facilitate advances and repayments between Settlement Dates, PNC may, at its option, cancelable at any time for any reason whatsoever upon notice to U.S. Borrowing Agent, make swing loans (the “U.S. Swing Loans”) (which shall be Domestic Rate Loans only) to U.S. Borrowers at any time or from time to time after the date hereof to, but not including, the last day of the Term, in an aggregate principal amount up to but not in excess of the U.S. Swing Loan Commitment; provided that the aggregate principal amount of PNC’s U.S. Swing Loans and the U.S. Revolving Advances of all the Lenders shall not exceed the lesser of (x) the Maximum U.S. Revolving Advance Amount less the aggregate Maximum Undrawn Amount of outstanding U.S. Letters of Credit or (y) the U.S. Formula Amount. Within such limits of time and amount and subject to the other provisions of this Agreement, U.S. any Borrower may borrow, repay and reborrow pursuant to this Section 2.25(a). (ii) Except as otherwise provided herein, U.S. Borrower may from time to Swing Loans at any time prior to the last day of the Term request PNC to make Termination Date. The U.S. Swing Loans by delivery to PNC not later than 1:00 p.m., Commitment shall expire on the proposed borrowing date of a duly completed request therefor in writing or a request by telephone immediately confirmed in writing (each a “U.S. Swing Loan Request”), it being understood that the Agent may rely on the authority of any individual making such a telephonic request without the necessity of receipt of such written confirmationTermination Date. Each U.S. Swing Loan Request shall be irrevocable and shall specify the proposed borrowing date and the principal amount of such U.S. Swing Loan. (iii) So long as PNC elects to make U.S. Swing Loans, PNC shall, after receipt by it of a U.S. Swing Loan Request pursuant to Section 2.25(a)(ii) hereof, fund such U.S. Swing Loan to U.S. Borrower in Dollars and immediately available funds to the Funding Account. (iv) The obligation of U.S. Borrowers to repay the aggregate unpaid principal amount of the U.S. Swing Loans made to U.S. Borrowers by PNC, together with interest thereon, shall be evidenced by a promissory note in substantially the form attached hereto as Exhibit 2.25(a)(iv) (the “U.S. Swing Loan Note”), dated the Closing Date payable to the order of PNC in a face amount equal to the U.S. Swing Loan Commitment. (v) PNC may, at its option, exercisable at any time for any reason whatsoever but not less frequently than on each Settlement Date, request repayment of the U.S. Swing Loans from the U.S. Lenders, and each Lender shall make a U.S. 26 364-Day Revolving Advance in an amount equal to such Lender’s U.S. Revolving Advance Commitment Percentage of the aggregate principal amount of the outstanding U.S. Swing Loans, plus, if PNC so requests, accrued interest thereon; provided that no U.S. Lender shall be obligated in any event to make U.S. Advances in excess of its commitment to make U.S. Advances. U.S. Revolving Advances made pursuant to the preceding sentence shall bear interest at the applicable Revolving Interest Rate and shall be deemed to have been properly requested in accordance with Section 2.2 hereof without regard to any of the requirements of that provision. PNC shall provide notice to the U.S. Lenders (which may be telephonic or written) that such U.S. Revolving Advances are to be made under this Section 2.25(a) and of the apportionment among the U.S. Lenders, and the U.S. Lenders shall be unconditionally obligated to fund such U.S. Revolving Advances (whether or not (i) the conditions specified in Section 8.2 hereof are then satisfied or (ii) a Default or an Event of Default has occurred and is continuing unless, prior to the time such U.S. Swing Loans were made, the Required Lenders shall have directed the Agent not to make U.S. Advances to U.S. Borrower) by the time PNC so requests, which shall not be earlier than 1:00 p.m. on the next Business Day after the date the U.S. Lenders receive such notice from PNC. (vi) Notwithstanding anything in this Agreement to the contrary, all payment or prepayment by U.S. Borrowers of principal, interest, fees or other amounts with respect to U.S. Swing Loans shall be for the sole and separate account of PNC.Credit Agreement