Borrowing Mechanics for Swing Line Loans. (i) (A) U.S. Swing Line Loans shall be made in a minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount; (B) Canadian Swing Line Loans shall be made in a minimum amount of CAD $500,000 and integral multiples of CAD $100,000 in excess of that amount and (C) European Swing Line Loans shall be made in a minimum amount of €500,000 and integral multiples of €100,000 in excess of that amount. (ii) Whenever the U.S. Borrower desires that the U.S. Swing Line Lender make a U.S. Swing Line Loan, the U.S. Borrower shall deliver to the Administrative Agent and the U.S. Swing Line Lender a Borrowing Notice no later than 2:00 p.m. (New York City time) on the proposed Credit Date. Whenever the U.S. Borrower desires that the Canadian Swing Line Lender make a Canadian Swing Line Loan, the U.S. Borrower shall deliver to the Administrative Agent and the Canadian Swing Line Lender a Borrowing Notice no later than 1:00 p.m. (New York City time) on the proposed Credit Date. Whenever the European Borrower desires that the European Swing Line Lender make a European Swing Line Loan, the European Borrower shall deliver to the Administrative Agent and the European Swing Line Lender a Borrowing Notice no later than 11:00 a.m. (London, England time) on the proposed Credit Date. (iii) The applicable Swing Line Lender shall make the amount of its Swing Line Loan available to the applicable Borrower not later than (A) 3:00 p.m. (New York City time) in the case of a U.S. Swing Line Lender, (B) 3:00 p.m. (New York City time) in the case of a Canadian Swing Line Lender or (C) 3:00 p.m. (London, England time) in the case of a European Swing Line Lender in each case on the applicable Credit Date by wire transfer of same day funds in Dollars, Canadian Dollars or Euros (as applicable), at the Administrative Agent’s Principal Office. Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of such Swing Line Loans available to the U.S. Borrower or European Borrower, as applicable, promptly upon receipt from such Swing Line Lender on the applicable Credit Date by causing an amount of same day funds in Dollars, Canadian Dollars or Euros, as applicable, equal to US-DOCS\106883637.15 the proceeds of all such Swing Line Loans received by the Administrative Agent from the applicable Swing Line Lender to be credited to the account of the U.S. Borrower or European Borrower, as applicable, at the Administrative Agent’s Principal Office, or to such other account as may be designated in writing to the Administrative Agent by the U.S. Borrower or European Borrower. (iv) With respect to any Swing Line Loans which have not been voluntarily prepaid by the applicable Borrower pursuant to Section 2.13(a) or repaid pursuant to Section 2.03(a), the applicable Swing Line Lender may at any time in its sole and absolute discretion, deliver to the Administrative Agent (with a copy to the applicable Borrower), no later than 11:00 a.m. (New York City time) at least one Business Day (or at least three Business Days in the case of European Swing Line Loans) in advance of the proposed Credit Date, a notice (which shall be deemed to be a Borrowing Notice given by the applicable Borrower) requesting that (x) with regard to any U.S. Swing Line Loan, each Lender holding a U.S. Revolving Commitment make U.S. Revolving Loans that are Base Rate Loans to the U.S. Borrower on such Credit Date in an amount equal to the amount of such U.S. Swing Line Loans (the “U.S. Refunded Swing Line Loans”) outstanding on the date such notice is given which the U.S. Swing Line Lender requests Lenders to prepay, (y) with regard to any Canadian Swing Line Loan, each Lender holding a Canadian Revolving Commitment make Canadian Revolving Loans that are Base Rate Loans or Canadian Prime Rate Loans, as applicable, to the U.S. Borrower on such Credit Date in an amount equal to the amount of such Canadian Swing Line Loans (the “Canadian Refunded Swing Line Loans”) outstanding on the date such notice is given which the Canadian Swing Line Lender requests Lenders to prepay and (z) with regard to any European Swing Line Loan, each Lender holding a European Revolving Commitment make European Revolving Loans that are Eurocurrency Rate Loans to the European Borrower on such Credit Date in an amount equal to the amount of such European Swing Line Loans (the “European Refunded Swing Line Loans” and, together with the U.S. Refunded Swing Line Loans and the European Refunded Swing Line Loans, the “Refunded Swing Line Loans”) outstanding on the date such notice is given which the European Swing Line Lender requests Lenders to prepay. Anything contained in this Agreement to the contrary notwithstanding, (1) the proceeds of such Revolving Loans made by the Lenders other than the applicable Swing Line Lender shall be immediately delivered by the Administrative Agent to the applicable Swing Line Lender (and not to the applicable Borrower) and applied to repay a corresponding portion of the applicable Refunded Swing Line Loans and (2) on the day such Revolving Loans are made, the applicable Swing Line Lender’s Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by the applicable Swing Line Lender to the applicable Borrower, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the applicable Swing Line Note of the applicable Swing Line Lender but shall instead constitute part of the applicable Swing Line Lender’s outstanding Revolving Loans to the applicable Borrower and shall be due under the applicable Revolving Loan Note issued by the applicable Borrower to the applicable Swing Line Lender. If any portion of any such amount paid (or deemed to be paid) to the applicable Swing Line Lender should be recovered by or on behalf of the applicable Borrower from the applicable Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss US-DOCS\106883637.15 of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by Section 2.17. For the avoidance of doubt, each Lender’s obligation to fund Revolving Loans pursuant to this clause (iv) shall be subject to Section 2.05(a). (v) If for any reason Revolving Loans are not made pursuant to Section 2.03(b)(iv) in an amount sufficient to repay any amounts owed to the applicable Swing Line Lender in respect of any outstanding Swing Line Loans on or before the third Business Day after demand for payment thereof by the applicable Swing Line Lender, (x) each Lender holding a U.S. Revolving Commitment shall be deemed to, and hereby agrees to, have purchased a participation in such outstanding U.S. Swing Line Loans in an amount equal to its Pro Rata Share of the applicable unpaid amount together with accrued interest thereon, (y) each Lender holding a Canadian Revolving Commitment shall be deemed to, and hereby agrees to, have purchased a participation in such outstanding Canadian Swing Line Loans in an amount equal to its Pro Rata Share of the applicable unpaid amount together with accrued interest thereon and (z) each Lender holding a European Revolving Commitment shall be deemed to, and hereby agrees to, have purchased a participation in such outstanding European Swing Line Loans in an amount equal to its Pro Rata Share of the applicable unpaid amount together with accrued interest thereon. Upon one Business Day’s notice (or three Business Days’ notice in the case of European Swing Line Loans) from the applicable Swing Line Lender, each Lender deemed to have purchased a participation pursuant to the immediately preceding sentence shall deliver to the applicable Swing Line Lender an amount equal to its respective participation in the applicable unpaid amount in same day funds at the Principal Office of such Swing Line Lender. In order to evidence such participation each Lender holding such a Revolving Commitment agrees to enter into a participation agreement at the request of the applicable Swing Line Lender in form and substance reasonably satisfactory to the applicable Swing Line Lender. In the event any Lender deemed to have purchased a participation pursuant to the first sentence of this clause (v) fails to make available to the applicable Swing Line Lender the amount of such Lender’s participation as provided in this paragraph, the applicable Swing Line Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon for three Business Days at the rate customarily used by the applicable Swing Line Lender for the correction of errors among banks and thereafter at the Base Rate, the Canadian Prime Rate or the Eurocurrency Rate, as applicable. (vi) Notwithstanding anything contained herein to the contrary, (1) each Lender’s obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to Section 2.03(b)(iv) and each Lender’s obligation to purchase a participation in any unpaid Swing Line Loans pursuant to the immediately preceding paragraph shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set‑off, counterclaim, recoupment, defense or other right which such Lender may have against the applicable Swing Line Lender, any Loan Party or any other Person for any reason whatsoever; (B) the occurrence or continuation of a Default or Event of Default; (C) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Party; (D) any breach of this Agreement or any other Loan Document by any party thereto; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, that such obligations of US-DOCS\106883637.15 each Lender are subject to the condition that the applicable Swing Line Lender had not received prior notice from the applicable Borrower or the Required Lenders that any of the conditions under Section 3.02 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans were not satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made; and (2) no Swing Line Lender shall be obligated to make any Swing Line Loans (A) if it has elected not to do so after the occurrence and during the continuation of a Default or Event of Default, (B) it does not in good faith believe that all conditions under Section 3.02 to the making of such Swing Line Loan have been satisfied or waived by the Required Lenders or (C) at a time when any Lender is a Defaulting Revolving Lender with U.S. Revolving Commitments, Canadian Revolving Commitments or European Revolving Commitments, as applicable, unless the applicable Swing Line Lender has entered into arrangements satisfactory to it and the applicable Borrower to eliminate the applicable Swing Line Lender’s risk with respect to the Defaulting Revolving Lender’s participation in such Swing Line Loan, including by the applicable Borrower cash collateralizing such Defaulting Revolving Lender’s Pro Rata Share of the outstanding Swing Line Loans.
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Borrowing Mechanics for Swing Line Loans. (i) (A) U.S. Swing Line Loans shall be made in a minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount; (B) Canadian Swing Line Loans shall be made in a minimum amount of CAD $500,000 and integral multiples of CAD $100,000 in excess of that amount and (C) European Swing Line Loans shall be made in a minimum amount of €500,000 and integral multiples of €100,000 in excess of that amount.
(ii) Whenever the U.S. Borrower desires that the U.S. Swing Line Lender make a U.S. Swing Line Loan, the U.S. Borrower shall deliver to the Administrative Agent and the U.S. Swing Line Lender a Borrowing Notice no later than 2:00 p.m. (New York City time) on the proposed Credit Date. Whenever the U.S. Borrower desires that the Canadian Swing Line Lender make a Canadian Swing Line Loan, the U.S. Borrower shall deliver to the Administrative Agent and the Canadian Swing Line Lender a Borrowing Notice no later than 1:00 p.m. (New York City time) on the proposed Credit Date. Whenever the European Borrower desires that the European Swing Line Lender make a European Swing Line Loan, the European Borrower shall deliver to the Administrative Agent and the European Swing Line Lender a Borrowing Notice no later than 11:00 a.m. (London, England time) on the proposed Credit Date.
(iii) The applicable Swing Line Lender shall make the amount of its Swing Line Loan available to the applicable Borrower not later than (A) 3:00 p.m. (New York City time) in the case of a U.S. Swing Line Lender, (B) 3:00 p.m. (New York City time) in the case of a Canadian Swing Line Lender or (C) 3:00 p.m. (London, England time) in the case of a European Swing Line Lender in each case on the applicable Credit Date by wire transfer of same day funds in Dollars, Canadian Dollars or Euros (as applicable), at the Administrative Agent’s Principal Office. Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of such Swing Line Loans available to the U.S. Borrower or European Borrower, as applicable, promptly upon receipt from such Swing Line Lender on the applicable Credit Date by causing an amount of same day funds in Dollars, Canadian Dollars or Euros, as applicable, equal to US-DOCS\106883637.15 the proceeds of all such Swing Line Loans received by the Administrative Agent from the applicable Swing Line Lender to be credited to the account of the U.S. Borrower or European Borrower, as applicable, at the Administrative Agent’s Principal Office, or to such other account as may be designated in writing to the Administrative Agent by the U.S. Borrower or European Borrower.
(iv) With respect to any Swing Line Loans which have not been voluntarily prepaid by the applicable Borrower pursuant to Section 2.13(a) or repaid pursuant to Section 2.03(a), the applicable Swing Line Lender may at any time in its sole and absolute discretion, deliver to the Administrative Agent (with a copy to the applicable Borrower), no later than 11:00 a.m. (New York City time) at least one Business Day (or at least three Business Days in the case of European Swing Line Loans) in advance of the proposed Credit Date, a notice (which shall be deemed to be a Borrowing Notice given by the applicable Borrower) requesting that (x) with regard to any U.S. Swing Line Loan, each Lender holding a U.S. Revolving Commitment make U.S. Revolving Loans that are Base Rate Loans to the U.S. Borrower on such Credit Date in an amount equal to the amount of such U.S. Swing Line Loans (the “U.S. Refunded Swing Line Loans”) outstanding on the date such notice is given which the U.S. Swing Line Lender requests Lenders to prepay, (y) with regard to any Canadian Swing Line Loan, each Lender holding a Canadian Revolving Commitment make Canadian Revolving Loans that are Base Rate Loans or Canadian Prime Rate Loans, as applicable, to the U.S. Borrower on such Credit Date in an amount equal to the amount of such Canadian Swing Line Loans (the “Canadian Refunded Swing Line Loans”) outstanding on the date such notice is given which the Canadian Swing Line Lender requests Lenders to prepay and (z) with regard to any European Swing Line Loan, each Lender holding a European Revolving Commitment make European Revolving Loans that are Eurocurrency Rate Loans to the European Borrower on such Credit Date in an amount equal to the amount of such European Swing Line Loans (the “European Refunded Swing Line Loans” and, together with the U.S. Refunded Swing Line Loans and the European Refunded Swing Line Loans, the “Refunded Swing Line Loans”) outstanding on the date such notice is given which the European Swing Line Lender requests Lenders to prepay. Anything contained in this Agreement to the contrary notwithstanding, (1) the proceeds of such Revolving Loans made by the Lenders other than the applicable Swing Line Lender shall be immediately delivered by the Administrative Agent to the applicable Swing Line Lender (and not to the applicable Borrower) and applied to repay a corresponding portion of the applicable Refunded Swing Line Loans and (2) on the day such Revolving Loans are made, the applicable Swing Line Lender’s Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by the applicable Swing Line Lender to the applicable Borrower, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the applicable Swing Line Note of the applicable Swing Line Lender but shall instead constitute part of the applicable Swing Line Lender’s outstanding Revolving Loans to the applicable Borrower and shall be due under the applicable Revolving Loan Note issued by the applicable Borrower to the applicable Swing Line Lender. If any portion of any such amount paid (or deemed to be paid) to the applicable Swing Line Lender should be recovered by or on behalf of the applicable Borrower from the applicable Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss US-DOCS\106883637.15 of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by Section 2.17. For the avoidance of doubt, each Lender’s obligation to fund Revolving Loans pursuant to this clause (iv) shall be subject to Section 2.05(a).
(v) If for any reason Revolving Loans are not made pursuant to Section 2.03(b)(iv) in an amount sufficient to repay any amounts owed to the applicable Swing Line Lender in respect of any outstanding Swing Line Loans on or before the third Business Day after demand for payment thereof by the applicable Swing Line Lender, (x) each Lender holding a U.S. Revolving Commitment shall be deemed to, and hereby agrees to, have purchased a participation in such outstanding U.S. Swing Line Loans in an amount equal to its Pro Rata Share of the applicable unpaid amount together with accrued interest thereon, (y) each Lender holding a Canadian Revolving Commitment shall be deemed to, and hereby agrees to, have purchased a participation in such outstanding Canadian Swing Line Loans in an amount equal to its Pro Rata Share of the applicable unpaid amount together with accrued interest thereon and (z) each Lender holding a European Revolving Commitment shall be deemed to, and hereby agrees to, have purchased a participation in such outstanding European Swing Line Loans in an amount equal to its Pro Rata Share of the applicable unpaid amount together with accrued interest thereon. Upon one Business Day’s notice (or three Business Days’ notice in the case of European Swing Line Loans) from the applicable Swing Line Lender, each Lender deemed to have purchased a participation pursuant to the immediately preceding sentence shall deliver to the applicable Swing Line Lender an amount equal to its respective participation in the applicable unpaid amount in same day funds at the Principal Office of such Swing Line Lender. In order to evidence such participation each Lender holding such a Revolving Commitment agrees to enter into a participation agreement at the request of the applicable Swing Line Lender in form and substance reasonably satisfactory to the applicable Swing Line Lender. In the event any Lender deemed to have purchased a participation pursuant to the first sentence of this clause (v) fails to make available to the applicable Swing Line Lender the amount of such Lender’s participation as provided in this paragraph, the applicable Swing Line Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon for three Business Days at the rate customarily used by the applicable Swing Line Lender for the correction of errors among banks and thereafter at the Base Rate, the Canadian Prime Rate or the Eurocurrency Rate, as applicable.
(vi) Notwithstanding anything contained herein to the contrary, (1) each Lender’s obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to Section 2.03(b)(iv) and each Lender’s obligation to purchase a participation in any unpaid Swing Line Loans pursuant to the immediately preceding paragraph shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set‑offset-off, counterclaim, recoupment, defense or other right which such Lender may have against the applicable Swing Line Lender, any Loan Party or any other Person for any reason whatsoever; (B) the occurrence or continuation of a Default or Event of Default; (C) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Party; (D) any breach of this Agreement or any other Loan Document by any party thereto; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, that such obligations of US-DOCS\106883637.15 each Lender are subject to the condition that the applicable Swing Line Lender had not received prior notice from the applicable Borrower or the Required Lenders that any of the conditions under Section 3.02 to the making of the applicable Refunded Swing Line Loans or other unpaid Swing Line Loans were not satisfied at the time such Refunded Swing Line Loans or unpaid Swing Line Loans were made; and (2) no Swing Line Lender shall be obligated to make any Swing Line Loans (A) if it has elected not to do so after the occurrence and during the continuation of a Default or Event of Default, (B) it does not in good faith believe that all conditions under Section 3.02 to the making of such Swing Line Loan have been satisfied or waived by the Required Lenders or (C) at a time when any Lender is a Defaulting Revolving Lender with U.S. Revolving Commitments, Canadian Revolving Commitments or European Revolving Commitments, as applicable, unless the applicable Swing Line Lender has entered into arrangements satisfactory to it and the applicable Borrower to eliminate the applicable Swing Line Lender’s risk with respect to the Defaulting Revolving Lender’s participation in such Swing Line Loan, including by the applicable Borrower cash collateralizing such Defaulting Revolving Lender’s Pro Rata Share of the outstanding Swing Line Loans.
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Sources: Credit Agreement (PVH Corp. /De/)