Borrowings to Repay Swing Loans. 2.6.4.1 Upon the making of a Swing Loan (whether before or after the occurrence of a Potential Default or an Event of Default and regardless of whether a settlement has been requested with respect to such Swing Loan), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from PNC, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Ratable Share. PNC may, at its option, exercisable at any time for any reason whatsoever, demand repayment of any or all of the outstanding Swing Loans, and each Lender shall immediately either (A) make a Revolving Credit Loan in an amount equal to such Lender’s Ratable Share of the aggregate principal amount of the outstanding Swing Loans with respect to which repayment is demanded, plus, if PNC so requests, accrued interest thereon, provided that no Lender shall be obligated in any event to make Revolving Credit Loans in excess of its Revolving Credit Commitment minus its Ratable Share of Letter of Credit Obligations and minus its Ratable Share of any Swing Loans not so being repaid or (B) during the continuance of an Insolvency Proceeding or Relief Proceeding with respect to the Borrower, fund such Swing Loan participations by paying to PNC such Lender’s Ratable Share of the outstanding Swing Loans. Revolving Credit Loans made pursuant to the preceding sentence shall bear interest at the Base Rate Option and shall be deemed to have been properly requested in accordance with Section 2.4 [Revolving Credit Loan Requests] without regard to any of the requirements of that provision. PNC shall provide notice to the Lenders (which may be telephonic or written notice by letter, facsimile or telex) that such Revolving Credit Loans are to be made under this Section 2.6.4 and of the apportionment among the Lenders, and the Lenders shall be unconditionally obligated to fund such Revolving Credit Loans (whether or not the conditions specified in Section 2.4 [Revolving Credit Loan Requests] or in Section 7.2 [Each Loan or Letter of Credit] are then satisfied) by the time PNC so requests, which shall not be earlier than 3:00 p.m. on the Business Day next after the date the Lenders receive such notice from PNC. 2.6.4.2 If any Lender fails to make available to the Administrative Agent for the account of PNC (as the Swing Loan Lender) any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.6.4 by the time specified in Section 2.6.4.1, the Swing Loan Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Loan Lender at a rate per annum equal to the greater of the Effective Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Loan Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan with respect to such prepayment. A certificate of the Swing Loan Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.6.4.2 shall be conclusive absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (New Jersey Resources Corp), Credit Agreement (New Jersey Resources Corp)
Borrowings to Repay Swing Loans. 2.6.4.1 Upon the making of a (i) Each Swing Loan (whether before or after the occurrence of a Potential Default or an Event of Default and regardless of whether a settlement has been requested with respect to such Swing Loan)Lender, each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from PNC, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Ratable Share. PNC may, may at its option, exercisable at any time for any reason whatsoever, demand repayment of any or all of the outstanding Swing LoansLoans made by it, and each Lender shall immediately either (A) make a Revolving Credit Loan in the applicable Currency in an amount equal to such Lender’s Ratable Share of the aggregate principal amount of the outstanding Swing Loans with respect to which repayment is demandedLoans, plus, if PNC such Swing Loan Lender so requests, accrued interest thereon, provided that no Lender shall be obligated in any event to make Revolving Credit Loans in excess of its Revolving Credit Commitment minus its Ratable Share of Letter of Credit Obligations and minus its Ratable Share of any Swing Loans not so being repaid or (B) during the continuance of an Insolvency Proceeding or Relief Proceeding with respect to the Borrower, fund such Swing Loan participations by paying to PNC such Lender’s Ratable Share of the outstanding Swing LoansObligations. Revolving Credit Loans made pursuant to the preceding sentence shall bear interest at the Base Rate Option or, in the case of Revolving Credit Loans in Alternative Currencies, the Daily Rate Loan Option, and shall be deemed to have been properly requested in accordance with Section 2.4 2.4.1 [Revolving Credit Loan Requests] without regard to any of the requirements of that provision. PNC Such Swing Loan Lender shall provide notice to the Lenders (which may be telephonic or written notice by letter, email, facsimile or telex) that such Revolving Credit Loans are to be made under this Section 2.6.4 2.5.5 and of the apportionment among the Lenders, and the Lenders shall be unconditionally obligated to fund such Revolving Credit Loans (whether or not the conditions specified in Section 2.4 2.4.1 [Revolving Credit Loan Requests] or in Section 7.2 [Each Loan or Letter of Credit] are then satisfied) by the time PNC such Swing Loan Lender so requests, which shall not be earlier later than 3:00 p.m. on the Business Day next after the date the Lenders receive such notice from PNCsuch Swing Loan Lender. In addition, the Administrative Agent may deliver any such notice at any time on behalf of a Swing Line Lender for the repayment of all Alternative Currency Swing Loans and/or all U.S. Dollar Swing Loans.
2.6.4.2 (ii) If any Lender fails to make available to the Administrative Agent for the account of PNC (as the applicable Swing Loan Lender) Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.6.4 2.5.5(i) by the time specified in Section 2.6.4.12.5.5(i), the such Swing Loan Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the such Swing Loan Lender at a rate per annum equal to the greater of the Effective Federal Funds Overnight Bank Funding Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the such Swing Loan Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan with respect to such prepayment. A certificate of the a Swing Loan Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.6.4.2 clause (ii) shall be conclusive absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Crocs, Inc.), Credit Agreement (Crocs, Inc.)
Borrowings to Repay Swing Loans. 2.6.4.1 Upon the making of a (i) The Swing Loan (whether before or after the occurrence of a Potential Default or an Event of Default and regardless of whether a settlement has been requested with respect to such Swing Loan), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from PNC, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Ratable Share. PNC may, at its option, exercisable at any time for any reason whatsoever, demand repayment of any or all of the outstanding Swing Loans, and each Lender shall immediately either (A) make a Revolving Credit Loan in an amount equal to such Lender’s Ratable Share of the aggregate principal amount of the outstanding Swing Loans with respect to which repayment is demanded, plus, if PNC the Swing Loan Lender so requests, accrued interest thereon, provided that no Lender shall be obligated in any event to make Revolving Credit Loans in excess of its Revolving Credit Commitment minus its Ratable Share of Letter of Credit Obligations and minus its Ratable Share of any Swing Loans not so being repaid or (B) during the continuance of an Insolvency Proceeding or Relief Proceeding with respect to the Borrower, fund such Swing Loan participations by paying to PNC such Lender’s Ratable Share of the outstanding Swing Loansrepaid. Revolving Credit Loans made pursuant to the preceding sentence shall bear interest at the Base Rate Option and shall be deemed to have been properly requested in accordance with Section 2.4 2.5(a) [Revolving Credit Loan Requests; Conversions and Renewals] without regard to any of the requirements of that provision. PNC The Swing Loan Lender shall provide notice to the Lenders (which may be telephonic or written notice by letter, facsimile or telex) that such Revolving Credit Loans are to be made under this Section 2.6.4 2.6(e) and of the apportionment among the Lenders, and the Lenders shall be unconditionally obligated to fund such Revolving Credit Loans (whether or not the conditions specified in Section 2.4 2.5(a) [Revolving Credit Loan Requests; Conversions and Renewals] or in Section 7.2 [Each Loan or Letter of Credit] are then satisfied) by the time PNC the Swing Loan Lender so requests, which shall not be earlier than 3:00 p.m. on the Business Day next after the date the Lenders receive such notice from PNCthe Swing Loan Lender.
2.6.4.2 (ii) If any Lender fails to make available to the Administrative Agent for the account of PNC (as the Swing Loan Lender) Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.6.4 2.6(e) by the time specified in Section 2.6.4.12.6(e)(i), the Swing Loan Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Loan Lender at a rate per annum equal to the greater of the Effective Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Loan Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan with respect to such prepayment. A certificate of the Swing Loan Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.6.4.2 clause (ii) shall be conclusive absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Factset Research Systems Inc), Revolving Credit Facility (Factset Research Systems Inc)
Borrowings to Repay Swing Loans. 2.6.4.1 Upon the making of a Swing Loan (whether before or after the occurrence of a Potential Default or an Event of Default and regardless of whether a settlement has been requested with respect to such Swing Loan), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from PNC, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Ratable Share. PNC may, at its option, exercisable at any time for any reason whatsoever, demand repayment of any or all of the outstanding request that Swing Loans be refunded as Revolving Credit Loans, and each Lender shall immediately either (A) make a Revolving Credit Loan in an amount equal to such Lender’s 's Ratable Share of the aggregate principal amount of the outstanding Swing Loans with respect to which repayment is demandedLoans, plus, if PNC Swing Loan Lender so requests, accrued interest thereon, provided that no Lender shall be obligated in any event to make Revolving Credit Loans in excess of its Revolving Credit Commitment minus its (i) Ratable Share of Letter of Credit Obligations and minus its Ratable Share (ii) ratable share of any outstanding Swing Loans not so being repaid or (B) during that the continuance of an Insolvency Proceeding or Relief Proceeding with respect to the Borrower, fund such Swing Loan participations by paying to PNC such Lender’s Ratable Share of the outstanding Swing Lender has not requested be refunded as Revolving Credit Loans, if any. Revolving Credit Loans made pursuant to the preceding sentence shall bear interest at the Base Rate Option unless and until converted to a LIBOR Rate Option in accordance with this Agreement and shall be deemed to have been properly requested in accordance with Section 2.4 2.5.1 [Revolving Credit Loan Requests] without regard to any of the requirements of that provision. PNC Swing Loan Lender shall provide notice to the Lenders (which may be telephonic or written notice by letter, facsimile or telex) that such Revolving Credit Loans are to be made under this Section 2.6.4 2.6.5 and of the apportionment among the Lenders, and the Lenders shall be unconditionally obligated to fund such Revolving Credit Loans (whether or not the conditions specified in Section 2.4 2.5.1 [Revolving Credit Loan Requests] or in Section 7.2 [Each Loan or Letter of Credit] are then satisfied) by the time PNC Swing Loan Lender so requests, which shall not be earlier than 3:00 p.m. on the Business Day next after the date the Lenders receive such notice from PNC.
2.6.4.2 If any Lender fails to make available to the Administrative Agent for the account of PNC (as the Swing Loan Lender) any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.6.4 by the time specified in Section 2.6.4.1, the Swing Loan Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Loan Lender at a rate per annum equal to the greater of the Effective Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Loan Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan with respect to such prepayment. A certificate of the Swing Loan Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.6.4.2 shall be conclusive absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Nacco Industries Inc), Revolving Credit Facility (Nacco Industries Inc)
Borrowings to Repay Swing Loans. 2.6.4.1 Upon the making of a Swing Loan (whether before or after the occurrence of a Potential Default or an Event of Default and regardless of whether a settlement has been requested with respect to such Swing Loan), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from PNC, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Ratable Share. i) PNC may, at its option, exercisable at any time for any reason whatsoever, demand repayment of any or all of the outstanding Swing Loans, and each 5- Year Revolver Lender shall immediately either (A) make a 5-Year Revolving Credit Loan in an amount equal to such LenderXxxxxx’s 5-Year Revolver Ratable Share of the aggregate principal amount of the outstanding Swing Loans with respect to which repayment is demanded, plus, if PNC so requests, accrued interest thereon, provided that no 5-Year Revolver Lender shall be obligated in any event to make 5-Year Revolving Credit Loans in excess of its 5-Year Revolving Credit Commitment minus its 5-Year Revolver Ratable Share of Letter of Credit Obligations and minus its 5-Year Revolver Ratable Share of any Swing Loans not so being repaid or (B) during the continuance of an Insolvency Proceeding or Relief Proceeding with respect to the Borrower, fund such Swing Loan participations by paying to PNC such Lender’s Ratable Share of the outstanding Swing Loansrepaid. 5-Year Revolving Credit Loans made pursuant to the preceding sentence shall bear interest at the Base Rate Option and shall be deemed to have been properly requested in accordance with Section 2.4 2.5(a) [Revolving Credit Loan Requests] without regard to any of the requirements of that provision. PNC shall provide notice to the 5- Year Revolver Lenders (which may be telephonic or written notice by letter, facsimile or telex) that such 5-Year Revolving Credit Loans are to be made under this Section 2.6.4 2.6(e) and of the apportionment among the 5-Year Revolver Lenders, and the 5-Year Revolver Lenders shall be unconditionally obligated to fund such 5-Year Revolving Credit Loans (whether or not the conditions specified in Section 2.4 2.5(a) [Revolving Credit Loan Requests] or in Section 7.2 [Each Loan or Letter of Credit] are then satisfied) by the time PNC so requests, which shall not be earlier than 3:00 p.m. on the next succeeding Business Day next after following the date the 5-Year Revolver Lenders receive such notice from PNC.
2.6.4.2 (ii) With respect to any Swing Loan that is not refinanced into 5-Year Revolving Credit Loans in whole or in part as contemplated by Section 2.6(e)(i), because of the Borrower’s failure to satisfy the conditions set forth in Section 7.2 [Each Loan or Letter of Credit] other than any notice requirements, or for any other reason, each 5-Year Revolver Lender shall fund its risk participation in the applicable Swing Loan. Each 5- Year Revolver Lender’s payment to the Swing Loan Lender pursuant to this Section 2.6(e)(ii) shall be deemed to be a payment in respect of its risk participation in such Swing Loan from such 5-Year Revolver Lender in satisfaction of its risk participation obligation under Section 2.6(c) [Making Swing Loans].
(iii) If any 5-Year Revolver Lender fails to make available to the Administrative Agent for the account of PNC (as the Swing Loan Lender) any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.6.4 2.6(e) by the time specified in Section 2.6.4.12.6(e)(i), the Swing Loan Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Loan Lender at a rate per annum equal to the greater of the Effective Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Loan Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s 5-Year Revolver Revolving Credit Loan or funded participation, as applicable, with respect to such prepayment. A certificate of the Swing Loan Lender submitted to any 5-Year Revolver Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.6.4.2 clause (iii) shall be conclusive absent manifest error.
Appears in 1 contract
Borrowings to Repay Swing Loans. 2.6.4.1 Upon (a) The Swing Lender, at its option exercisable at any time, may, and so long as there shall be at least $10,000,000 in aggregate principal amount of Swing Loans outstanding, on the last day of any Interest Period immediately following the making of a Swing Loan (whether before or after the occurrence of a Potential Default or an Event of Default and regardless of whether a settlement has been requested with respect to such Swing Loan), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from PNC, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Ratable Share. PNC may, at its option, exercisable at any time for any reason whatsoever, demand repayment of any or all of the outstanding Swing Loans, and shall, on behalf of the Borrower (which hereby irrevocably directs the Swing Lender to act on its behalf) request each Lender shall immediately either (A) Lender, including the Swing Lender, to make a Revolving Credit Loan in an amount equal to such Revolving Credit Lender’s 's Ratable Share of the aggregate principal amount of the Swing Loans, (the "Refunded Swing Loans") outstanding Swing Loans with respect to which repayment on the date such notice is demanded, given plus, if PNC the Swing Lender so requests, accrued interest thereon, provided that no Lender shall be obligated in any event to make Revolving Credit Loans in excess of its Revolving Credit Commitment minus its Ratable Share of Letter of Credit Obligations and minus its Ratable Share of any . The Refunded Swing Loans not so being repaid or (B) during the continuance of an Insolvency Proceeding or Relief Proceeding with respect to the Borrower, fund such Swing Loan participations by paying to PNC such Lender’s Ratable Share of the outstanding Swing Loans. Revolving Credit Loans made pursuant to the preceding sentence shall bear interest at the Base Rate Option and shall be deemed to have been properly requested in accordance with Section 2.4 [Revolving Credit Loan Requests] 2.02 without regard to any of the requirements of that provision. PNC Unless any of the events described in paragraph (h) of Article IX shall have occurred (in which event the procedures of paragraph (b) of this Section 3.04 shall apply), the Swing Lender shall provide notice to the Administrative Agent and the Administrative Agent shall provide notice to the Lenders (which may be a telephonic or written notice by letter, facsimile or telex) that such Revolving Credit Loans are to be made under this Section 2.6.4 3.03 and of the apportionment among the Lenders, and the Lenders shall be unconditionally obligated to fund such Revolving Credit Loans (whether or not the conditions specified in Section 2.4 [Revolving Credit Loan Requests] or in Section 7.2 [Each Loan or Letter of Credit] 7.02 are then satisfied) by the time PNC the Administrative Agent so requests, which shall not be earlier than 3:00 p.m. 12:00 noon Eastern time on the Business Day next after succeeding the date the Lenders receive Administrative Agent gives the demand notice to the Lenders. If for any reason a Lender is prohibited from funding its Ratable Share of Revolving Credit Loans to repay the principal amount of the Swing Loans outstanding, such notice from PNCLender shall purchase a participation in the Swing Loans equal to its Ratable Share of the principal amount of Swing Loans outstanding in accordance with paragraph (b) of this Section 3.04. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the Refunded Swing Loans.
2.6.4.2 If any Lender fails to make available (b) If, prior to the Administrative Agent for making of a Revolving Credit Loan pursuant to paragraph (a) of this Section 3.04, one of the account events described in paragraph (h) of PNC (as Article IX shall have occurred, each Revolving Credit Lender will, on the date such Revolving Credit Loan was to have been made, purchase an undivided participating interest in the Refunded Swing Loan in an amount equal to its Ratable Share of such Refunded Swing Loan. Each Revolving Credit Lender will immediately transfer to the Swing Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swing Lender will deliver to such Revolving Credit Lender a Swing Loan Participation Certificate dated the date of receipt of such funds and in such amount.
(c) Whenever, at any time after the Swing Lender has received from any Revolving Credit Lender such Revolving Credit Lender's participating interest in a Refunded Swing Loan pursuant to clause (b) above, the Swing Lender receives any payment on account thereof, the Swing Lender will distribute to such Revolving Credit Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Credit Lender's participating interest was outstanding and funded) in like funds as received; provided, however, that in the event that such payment received by the Swing Lender is required to be paid by returned, such Revolving Credit Lender pursuant will return to the foregoing provisions of this Section 2.6.4 Swing Lender any portion thereof previously distributed by the time specified Swing Lender to it in Section 2.6.4.1, the Swing Loan Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date like funds as such payment is required to the date on which such payment is immediately available to the Swing Loan Lender at a rate per annum equal to the greater of the Effective Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged be returned by the Swing Loan Lender.
(d) Each Lender's obligation to make its Ratable Share of Revolving Credit Loans to repay the principal amount of the Swing Loans outstanding or to purchase its Ratable Share of the principal amount of the Swing Loans pursuant to paragraphs (a) and (b) of this Section 3.04 shall be absolute and unconditional and shall not be subject to any qualification or exception whatsoever and shall be made under all circumstances, including without limitation any of the following circumstances: (i) any lack of validity or enforceability of this Agreement or any of the Credit Documents; (ii) the existence of any claim, setoff, defense or other right which the Borrower may have at any time against any of the Agents, any Lender or any other Person, whether in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid)this Agreement, the amount so paid shall constitute such Lender’s Revolving Credit Loan with respect to such prepayment. A certificate transactions contemplated herein or any unrelated transactions (including any underlying transactions between the Company or any of its Subsidiaries); or (iii) the occurrence of any Default, Event of Default, or termination of the Swing Loan Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under Commitments or this Section 2.6.4.2 shall be conclusive absent manifest errorAgreement.
Appears in 1 contract
Samples: Credit Agreement (Borders Group Inc)
Borrowings to Repay Swing Loans. 2.6.4.1 Upon the making of a Swing Loan (whether before or after the occurrence of a Potential Default or an Event of Default and regardless of whether a settlement has been requested with respect to such Swing Loan), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from PNC, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Ratable Share. i) PNC may, at its option, exercisable at any time for any reason whatsoever, demand repayment of any or all of the outstanding Swing Loans, and each 5-Year Revolver Lender shall immediately either (A) make a 5-Year Revolving Credit Loan in an amount equal to such LenderXxxxxx’s 5-Year Revolver Ratable Share of the aggregate principal amount of the outstanding Swing Loans with respect to which repayment is demanded, plus, if PNC so requests, accrued interest thereon, provided that no 5-Year Revolver Lender shall be obligated in any event to make 5-Year Revolving Credit Loans in excess of its 5-Year Revolving Credit Commitment minus its 5-Year Revolver Ratable Share of Letter of Credit Obligations and minus its 5-Year Revolver Ratable Share of any Swing Loans not so being repaid or (B) during the continuance of an Insolvency Proceeding or Relief Proceeding with respect to the Borrower, fund such Swing Loan participations by paying to PNC such Lender’s Ratable Share of the outstanding Swing Loansrepaid. 5-Year Revolving Credit Loans made pursuant to the preceding sentence shall bear interest at the Base Rate Option and shall be deemed to have been properly requested in accordance with Section 2.4 2.5(a) [Revolving Credit Loan Requests] without regard to any of the requirements of that provision. PNC shall provide notice to the 5-Year Revolver Lenders (which may be telephonic or written notice by letter, facsimile or telex) that such 5-Year Revolving Credit Loans are to be made under this Section 2.6.4 2.6(e) and of the apportionment among the 5-Year Revolver Lenders, and the 5-Year Revolver Lenders shall be unconditionally obligated to fund such 5-Year Revolving Credit Loans (whether or not the conditions specified in Section 2.4 2.5(a) [Revolving Credit Loan Requests] or in Section 7.2 [Each Loan or Letter of Credit] are then satisfied) by the time PNC so requests, which shall not be earlier than 3:00 p.m. on the next succeeding Business Day next after following the date the 5-Year Revolver Lenders receive such notice from PNC.
2.6.4.2 (ii) With respect to any Swing Loan that is not refinanced into 5-Year Revolving Credit Loans in whole or in part as contemplated by Section 2.6(e)(i), because of the Borrower’s failure to satisfy the conditions set forth in Section 7.2 [Each Loan or Letter of Credit] other than any notice requirements, or for any other reason, each 5-Year Revolver Lender shall fund its risk participation in the applicable Swing Loan. Each 5-Year Revolver Lender’s payment to the Swing Loan Lender pursuant to this Section 2.6(e)(ii) shall be deemed to be a payment in respect of its risk participation in such Swing Loan from such 5-Year Revolver Lender in satisfaction of its risk participation obligation under Section 2.6(c) [Making Swing Loans].
(iii) If any 5-Year Revolver Lender fails to make available to the Administrative Agent for the account of PNC (as the Swing Loan Lender) any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.6.4 2.6(e) by the time specified in Section 2.6.4.12.6(e)(i), the Swing Loan Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Loan Lender at a rate per annum equal to the greater of the Effective Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Loan Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s 5-Year Revolver Revolving Credit Loan or funded participation, as applicable, with respect to such prepayment. A certificate of the Swing Loan Lender submitted to any 5-Year Revolver Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.6.4.2 clause (iii) shall be conclusive absent manifest error.
Appears in 1 contract
Borrowings to Repay Swing Loans. 2.6.4.1 Upon the making of a Swing Loan (whether before or after the occurrence of a Potential Default or an Event of Default and regardless of whether a settlement has been requested with respect to such Swing Loan), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from PNC, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Ratable Share. 2.6.5.1 PNC may, at its option, exercisable at any time for any reason whatsoever, demand repayment of any or all of the outstanding Swing Loans, and each Lender shall immediately either (A) make a Revolving Credit Loan in an amount equal to such Lender’s 's Ratable Share of the aggregate principal amount of the outstanding Swing Loans with respect to which repayment is demanded, plus, if PNC so requests, accrued interest thereon, provided that no Lender shall be obligated in any event to make Revolving Credit Loans in excess of its Revolving Credit Commitment minus its Ratable Share of Letter of Credit Obligations and minus its Ratable Share of any Swing Loans not so being repaid or (B) during the continuance of an Insolvency Proceeding or Relief Proceeding with respect to the Borrower, fund such Swing Loan participations by paying to PNC such Lender’s Ratable Share of the outstanding Swing Loansrepaid. Revolving Credit Loans made pursuant to the preceding sentence shall bear interest at the Base Rate Option and shall be deemed to have been properly requested in accordance with Section 2.4 2.5.1 [Revolving Credit Loan Requests] without regard to any of the requirements of that provision. PNC shall provide notice to the Lenders (which may be telephonic or written notice by letter, facsimile or telex) that such Revolving Credit Loans are to be made under this Section 2.6.4 2.6.5 and of the apportionment among the Lenders, and the Lenders shall be unconditionally obligated to fund such Revolving Credit Loans (whether or not the conditions specified in Section 2.4 2.5.1 [Revolving Credit Loan Requests] or in Section 7.2 6.2 [Each Loan or Letter of Credit] are then satisfied) by the time PNC so requests, which shall not be earlier than 3:00 p.m. on the Business Day next after the date the Lenders receive such notice from PNC.
2.6.4.2 2.6.5.2 If any Lender fails to make available to the Administrative Agent for the account of PNC (as the Swing Loan Lender) any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.6.4 2.6.5 by the time specified in Section 2.6.4.12.6.5.1, the Swing Loan Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Loan Lender at a rate per annum equal to the greater of the Effective Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Loan Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan with respect to such prepayment. A certificate of the Swing Loan Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.6.4.2 2.6.5.2 shall be conclusive absent manifest error.
Appears in 1 contract
Borrowings to Repay Swing Loans. 2.6.4.1 Upon the making of a Swing Loan (whether before or after the occurrence of a Potential Default or an Event of Default and regardless of whether a settlement has been requested with respect to such Swing Loan), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from PNC, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Ratable Share. i) PNC may, at its option, exercisable at any time for any reason whatsoever, demand repayment of any or all of the outstanding Swing Loans, and each Lender shall immediately either (A) make a Revolving Credit Loan in an amount equal to such Lender’s Ratable Share of the aggregate principal amount of the outstanding Swing Loans with respect to which repayment is demandedLoans, plus, if PNC so requests, accrued interest thereon, provided that no Lender shall be obligated in any event to make Revolving Credit Loans in excess of its Revolving Credit Commitment minus its Ratable Share of Letter of Credit Obligations and minus its Ratable Share of any Swing Loans not so being repaid or (B) during the continuance of an Insolvency Proceeding or Relief Proceeding with respect to the Borrower, fund such Swing Loan participations by paying to PNC such Lender’s Ratable Share of the outstanding Swing LoansObligations. Revolving Credit Loans made pursuant to the preceding sentence shall bear interest at the Base Rate Option and shall be deemed to have been properly requested in accordance with Section 2.4 [Revolving Credit Loan Requests] 2.5.1 without regard to any of the requirements of that provision. PNC shall provide notice to the Lenders (which may be telephonic or written notice by letter, facsimile or telex) that such Revolving Credit Loans are to be made under this Section 2.6.4 2.6.5 and of the apportionment among the Lenders, and the Lenders shall be unconditionally obligated to fund such Revolving Credit Loans (whether or not the conditions specified in Section 2.4 [Revolving Credit Loan Requests] or in Section 7.2 [Each Loan or Letter of Credit] 2.5.1 are then satisfied) by the time PNC so requests, which shall not be earlier than 3:00 p.m. on the Business Day next after the date the Lenders receive such notice from PNC.
2.6.4.2 (ii) If for any reason Revolving Credit Loans are not made pursuant to Section 2.6.5(i) in an amount sufficient to repay any amounts owed to the Swing Loan Lender in respect of any outstanding Swing Loans on or before the third Business Day after demand for payment thereof by the Swing Loan Lender, each Lender holding a Revolving Credit Commitment shall be deemed to, and hereby agrees to, have purchased a participation in such outstanding Swing Loans, and in an amount equal to its Ratable Share of the applicable unpaid amount together with accrued interest thereon; provided that any such participation purchased by a Lender shall be limited to an amount that would not cause the amount of such Lender’s Revolving Credit Loans and participation in Swing Loans (after giving effect to such participation) plus its Ratable Share of Letter of Credit Obligations to exceed its Revolving Credit Commitment. On the Business Day that notice is provided by the Swing Loan Lender (or by the 11:00 a.m. on the following Business Day if such notice is provided after 2:00 p.m.), each Lender holding a Revolving Credit Commitment shall deliver to the Swing Loan Lender an amount equal to its respective participation in the applicable unpaid amount in immediately available funds at the Principal Office of the Swing Loan Lender. In order to evidence such participation each Lender holding a Revolving Credit Commitment agrees to enter into a participation agreement at the request of the Swing Loan Lender in form and substance reasonably satisfactory to the Swing CHAR1\0000000x0 Loan Lender. In the event any Lender holding a Revolving Credit Commitment fails to make available to the Administrative Agent for the account of PNC (as the Swing Loan Lender the amount of such Lender) any amount required to be paid by such Lender pursuant to the foregoing provisions of ’s participation as provided in this Section 2.6.4 by the time specified in Section 2.6.4.1paragraph, the Swing Loan Lender shall be entitled to recover such amount on demand from such Lender (acting through the Administrative Agent), on demand, such amount together with interest thereon for three (3) Business Days at the period from the date such payment is required to the date on which such payment is immediately available to the Swing Loan Lender at a rate per annum equal to the greater of the Effective Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged used by the Swing Loan Lender for the correction of errors among banks and thereafter at the Base Rate, as applicable. Notwithstanding anything contained herein to the contrary, each Lender’s obligation to make Revolving Credit Loans for the purpose of repaying any Swing Loans pursuant to Section 2.6.5(i) above and each Lender’s obligation to purchase a participation in connection with any unpaid Swing Loans pursuant to this Section 2.6.5(ii) 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 Swing Loan 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. If ; provided that such obligations of each Lender pays such amount (with interest and fees as aforesaid), are subject to the amount so paid shall constitute such Lender’s Revolving Credit Loan with respect to such prepayment. A certificate of condition that the Swing Loan Lender submitted had not received prior notice from the Borrower or the Required Lenders that any of the conditions under Section 7.2 to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.6.4.2 shall be conclusive absent manifest errormaking of the applicable Swing Loans were not satisfied at the time such Swing Loans were made.
Appears in 1 contract
Samples: Credit Agreement (Neogenomics Inc)
Borrowings to Repay Swing Loans. 2.6.4.1 Upon Immediately upon the making advance of a Swing Loan (whether before or after the occurrence of a Potential Default or an Event of Default and regardless of whether a settlement has been requested with respect to such each Swing Loan), each Lender shall be deemeddeemed to, without further action by any party heretoand hereby irrevocably and unconditionally agrees to, to have unconditionally and irrevocably purchased purchase from PNC, without recourse or warranty, an undivided interest and the applicable Swing Loan Lender a participation in such Swing Loan in proportion a Dollar Equivalent amount equal to its such Lender’s Ratable ShareShare of such Swing Loan. PNC Each Swing Loan Lender may, at its option, exercisable at any time for any reason whatsoever, demand repayment of any or all of the outstanding Swing LoansLoans advanced by it, and each Lender shall immediately either (A) make a Revolving Credit Loan in an amount (or Dollar Equivalent amount) equal to such Lender’s Ratable Share of the aggregate principal amount of the such Swing Loan Lender’s outstanding Swing Loans with respect to which repayment is demandedLoans, plus, if PNC such Swing Loan Lender so requests, accrued interest thereon, provided that no Lender shall be obligated in any event to make Revolving Credit Loans in excess of its Revolving Credit Commitment minus its Ratable Share of Letter of Credit Obligations and minus its Ratable Share of any the Swing Loans not so being repaid or (B) during of the continuance of an Insolvency Proceeding or Relief Proceeding with respect to the Borrower, fund such other Swing Loan participations by paying to PNC such Lender’s Ratable Share of the outstanding Swing Loans, if any. Revolving Credit Loans made pursuant to the preceding sentence shall bear interest at the Base Rate Option and shall be deemed to have been properly requested in accordance with Section 2.4 2.5.1 [Revolving Credit Loan Requests] without regard to any of the requirements of that provision. PNC Such Swing Loan Lender shall provide notice to the Lenders (which may be telephonic or written notice by letter, facsimile facsimile, electronic mail or telex) to the Administrative Agent (which shall promptly advise the Lenders of such notice) that such Revolving Credit Loans are to be made under this Section 2.6.4 2.6.5 and of the apportionment among the Lenders, and the Lenders shall be unconditionally obligated to fund such Revolving Credit Loans (whether or not the conditions specified in Section 2.4 2.5.1 [Revolving Credit Loan Requests] or in Section 7.2 [Each Loan or Letter of Credit] are then satisfied) by the time PNC such Swing Loan Lender so requests, which shall not be earlier than 3:00 p.m. on the Business Day next after the date the Lenders receive such notice from PNC.
2.6.4.2 If any Lender fails to make available to the Administrative Agent for the account of PNC (as the such Swing Loan Lender) any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.6.4 by the time specified in Section 2.6.4.1, the Swing Loan Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Loan Lender at a rate per annum equal to the greater of the Effective Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Loan Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan with respect to such prepayment. A certificate of the Swing Loan Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.6.4.2 shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Credit Agreement (Om Group Inc)
Borrowings to Repay Swing Loans. 2.6.4.1 Upon the making of a (i) The Swing Loan (whether before or after the occurrence of a Potential Default or an Event of Default and regardless of whether a settlement has been requested with respect to such Swing Loan), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from PNC, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Ratable Share. PNC may, at its option, exercisable at any time for any reason whatsoever, demand repayment of any or all of the outstanding Swing Loans, and each Lender shall immediately either (A) make a Revolving Credit Loan in an amount equal to such Lender’s Ratable Share of the aggregate principal amount of the outstanding Swing Loans with respect to which repayment is demandedLoans, plus, if PNC the Swing Loan Lender so requests, accrued interest thereon, provided that no Lender shall be obligated in any event to make any Revolving Credit Loans in excess Loan if after giving effect thereto, the sum of the Dollar Equivalent amount of its Revolving Credit Commitment minus its Ratable Share of Letter of Credit Obligations and minus its Ratable Share of any Swing Loans not so being repaid or (B) during the continuance of an Insolvency Proceeding or Relief Proceeding with respect to the Borrower, fund such Swing Loan participations by paying to PNC plus such Lender’s Ratable Share of the outstanding Swing LoansDollar Equivalent amount of Letter of Credit Obligations exceeds its Revolving Credit Commitment. Revolving Credit Loans made pursuant to the preceding sentence shall bear interest at the Base Rate Option and shall be deemed to have been properly requested in accordance with Section 2.4 [Revolving Credit Loan Requests] 2.4.1 without regard to any of the requirements of that provision. PNC The Swing Loan Lender shall provide notice to the Lenders (which may be telephonic or written notice by letter, facsimile or telexe-mail notice) that such Revolving Credit Loans are to be made under this Section 2.6.4 2.5.5 and of the apportionment among the Lenders, and the Lenders shall be unconditionally obligated to fund such Revolving Credit Loans (whether or not the conditions specified in Section 2.4 [Revolving Credit Loan Requests] or in Section 7.2 [Each Loan or Letter of Credit] 6.2 are then satisfied) by the time PNC the Swing Loan Lender so requests, which shall not be earlier than 3:00 p.m. Pittsburgh time on the next Business Day next after the date the Lenders receive such notice from PNCthe Swing Loan Lender.
2.6.4.2 (i) (ii) If any Lender fails to make available to the Administrative Agent for the account of PNC (as the Swing Loan Lender) Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.6.4 2.5.5 by the time specified in Section 2.6.4.12.5.5(i), the Swing Loan Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Loan Lender at a rate per annum equal to the greater of the Effective Federal Funds Overnight Bank Funding Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Loan Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan with respect to such prepayment. A certificate of the Swing Loan Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.6.4.2 clause (ii) shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Credit Agreement (Glatfelter Corp)
Borrowings to Repay Swing Loans. 2.6.4.1 Upon the making of a Swing Loan (whether before or after the occurrence of a Potential Default or an Event of Default and regardless of whether a settlement has been requested with respect to such Swing Loan), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from PNC, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Ratable Share. i) PNC may, at its option, exercisable at any time for any reason whatsoever, demand repayment of any or all of the outstanding Swing Loans, and each Lender shall immediately either (A) make a Revolving Credit Loan in an amount equal to such LenderXxxxxx’s Ratable Share of the aggregate principal amount of the outstanding Swing Loans with respect to which repayment is demanded, plus, if PNC so requests, accrued interest thereon, provided that no Lender shall be obligated in any event to make Revolving Credit Loans in excess of its Revolving Credit Commitment minus its Ratable Share of Letter of Credit Obligations and minus its Ratable Share of any Swing Loans not so being repaid or (B) during the continuance of an Insolvency Proceeding or Relief Proceeding with respect to the Borrower, fund such Swing Loan participations by paying to PNC such Lender’s Ratable Share of the outstanding Swing Loansrepaid. Revolving Credit Loans made pursuant to the preceding sentence shall bear interest at the Base Rate Option and shall be deemed to have been properly requested in accordance with Section 2.4 2.5
(a) [Revolving Credit Loan Requests] without regard to any of the requirements of requirements
(ii) With respect to any Swing Loan that provision. PNC shall provide notice to the Lenders (which may be telephonic or written notice by letter, facsimile or telex) that such is not refinanced into Revolving Credit Loans are to be made under this in whole or in part as contemplated by Section 2.6.4 and 2.6(e)(i), because of the apportionment among the Lenders, and the Lenders shall be unconditionally obligated Borrower’s failure to fund such Revolving Credit Loans (whether or not satisfy the conditions specified in Section 2.4 [Revolving Credit Loan Requests] or set forth in Section 7.2 [Each Loan or Letter of Credit] are then satisfied) by the time PNC so requestsother than any notice requirements, which shall not be earlier than 3:00 p.m. on the Business Day next after the date the Lenders receive such notice from PNC.
2.6.4.2 If or for any Lender fails to make available to the Administrative Agent for the account of PNC (as the Swing Loan Lender) any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.6.4 by the time specified in Section 2.6.4.1other reason, the Swing Loan each Lender shall be entitled to recover from such Lender (acting through fund its risk participation in the Administrative Agent), on demand, such amount with interest thereon for the period from the date such applicable Swing Loan. Each Lender’s payment is required to the date on which such payment is immediately available to the Swing Loan Lender at pursuant to this Section 2.6(e)(ii) shall be deemed to be a rate per annum equal to the greater payment in respect of the Effective Federal Funds Rate and a rate determined by the Administrative Agent its risk participation in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the such Swing Loan from such Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan with respect to such prepayment. A certificate satisfaction of the Swing Loan Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing its risk participation obligation under this Section 2.6.4.2 shall be conclusive absent manifest error.2.6
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Chesapeake Utilities Corp)
Borrowings to Repay Swing Loans. 2.6.4.1 Upon the making of a Swing Loan (whether before or after the occurrence of a Potential Default or an Event of Default and regardless of whether a settlement has been requested with respect to such Swing Loan), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from PNC, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Ratable Share. i) PNC may, at its option, exercisable at any time for any reason whatsoever, demand repayment of any or all of the outstanding Swing Loans, and each Lender shall immediately either (A) make a Revolving Credit Loan in an amount equal to such Lender’s Ratable Share of the aggregate principal amount of the outstanding Swing Loans with respect to which repayment is demanded, plus, if PNC so requests, accrued interest thereon, provided that no Lender shall be obligated in any event to make Revolving Credit Loans in excess of its Revolving Credit Commitment minus its Ratable Share of Letter of Credit Obligations and minus its Ratable Share of any Swing Loans not so being repaid or (B) during the continuance of an Insolvency Proceeding or Relief Proceeding with respect to the Borrower, fund such Swing Loan participations by paying to PNC such Lender’s Ratable Share of the outstanding Swing Loansrepaid. Revolving Credit Loans made pursuant to the preceding sentence shall bear interest at the Base Rate Option and shall be deemed to have been properly requested in accordance with Section 2.4 2.5
(a) [Revolving Credit Loan Requests] without regard to any of the requirements of that provision. PNC shall provide notice to the Lenders (which may be telephonic or written notice by letter, facsimile or telex) that such Revolving Credit Loans are to be made under this Section 2.6.4 2.6(e) and of the apportionment among the Lenders, and the Lenders shall be unconditionally obligated to fund such Revolving Credit Loans (whether or not the conditions specified in Section 2.4 2.5(a) [Revolving Credit Loan Requests] or in Section 7.2 [Each Loan or Letter of Credit] are then satisfied) by the time PNC so requests, which shall not be earlier than 3:00 p.m. on the next succeeding Business Day next after following the date the Lenders receive such notice from PNC.
2.6.4.2 If (ii) With respect to any Lender fails to make available to the Administrative Agent for the account of PNC (as the Swing Loan Lender) any amount required that is not refinanced into Revolving Credit Loans in whole or in part as contemplated by Section 2.6(e)(i), because of the Borrower’s failure to be paid by such Lender pursuant to satisfy the foregoing provisions of this Section 2.6.4 by the time specified conditions set forth in Section 2.6.4.17.2 [Each Loan or Letter of Credit] other than any notice requirements, the Swing Loan or for any other reason, each Lender shall be entitled to recover from such Lender (acting through fund its risk participation in the Administrative Agent), on demand, such amount with interest thereon for the period from the date such applicable Swing Loan. Each Lender’s payment is required to the date on which such payment is immediately available to the Swing Loan Lender at pursuant to this Section 2.6(e)(ii) shall be deemed to be a rate per annum equal to the greater payment in respect of the Effective Federal Funds Rate and a rate determined by the Administrative Agent its risk participation in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the such Swing Loan from such Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan with respect to such prepayment. A certificate satisfaction of the Swing Loan Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing its risk participation obligation under this Section 2.6.4.2 shall be conclusive absent manifest error.2.6
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Chesapeake Utilities Corp)
Borrowings to Repay Swing Loans. 2.6.4.1 Upon the making of a Swing Loan (whether before or after the occurrence of a Potential Default or an Event of Default and regardless of whether a settlement has been requested with respect to such Swing Loan), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from PNC, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Ratable Share2.6.5.1. PNC may, at its option, exercisable at any time for any reason whatsoever, demand repayment of any or all of the outstanding Swing Loans, and each Lender shall immediately either (A) make a Revolving Credit Loan in an amount equal to such Lender’s Ratable Share of the aggregate principal amount of the outstanding Swing Loans with respect to which repayment is demandedLoans, plus, if PNC so requests, accrued interest thereon, provided that no Lender shall be obligated in any event to make Revolving Credit Loans in excess of its Revolving Credit Commitment minus its Ratable Share of Letter of Credit Obligations and minus its Ratable Share of any Swing Loans not so being repaid or (B) during the continuance of an Insolvency Proceeding or Relief Proceeding with respect to the Borrower, fund such Swing Loan participations by paying to PNC such Lender’s Ratable Share of the outstanding Swing LoansObligations. Revolving Credit Loans made pursuant to the preceding sentence shall bear interest at the Base Rate Option and shall be deemed to have been properly requested in accordance with Section 2.4 [Revolving Credit Loan Requests] 2.5.1 without regard to any of the requirements of that provision. PNC shall provide notice to the Lenders (which may be telephonic or written notice by letter, facsimile or telex) that such Revolving Credit Loans are to be made under this Section 2.6.4 2.6.5 and of the apportionment among the Lenders, and the Lenders shall be unconditionally obligated to fund such Revolving Credit Loans (whether or not the conditions specified in Section 2.4 [Revolving Credit Loan Requests] or in Section 7.2 [Each Loan or Letter of Credit] 2.5.1 are then satisfied) by the time PNC so requests, which shall not be earlier than 3:00 p.m. on the Business Day next after the date the Lenders receive such notice from PNC.
2.6.4.2 2.6.5.2. If for any reason any Swing Loan cannot be refinanced by such a Revolving Credit Loan in accordance with the foregoing Section 2.6.5.1, the request for Base Rate Loans submitted by the Swing Loan Lender as set forth herein shall be deemed to be a request by the Swing Loan Lender that each of the Lenders fund its risk participation in the relevant Swing Loan and each Lender’s payment to the Administrative Agent for the account of the Swing Loan Lender pursuant to the foregoing Section 2.6.5.1 shall be deemed payment in respect of such participation.
2.6.5.3. If any Lender fails to make available to the Administrative Agent for the account of PNC (as the Swing Loan Lender) Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.6.4 2.6 by the time specified in Section 2.6.4.12.6.1, the Swing Loan Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Loan Lender at a rate per annum equal to the greater of the Effective Federal Funds Effective Rate and a rate of determined by the Administrative Agent in accordance with banking industry rules on interbank compensationcompensation from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swing Loan Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan with respect to such prepaymentLoans included in the relevant Revolving Credit Loans or funded participation in the relevant Swing Loan, as the case may be. A certificate of the Swing Loan Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.6.4.2 2.6.5.3 shall be conclusive absent manifest error.
2.6.5.4. Each Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Loans pursuant to this Section 2.6 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Loan Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Loans, together with interest as provided herein.
Appears in 1 contract
Samples: Credit Agreement (3d Systems Corp)
Borrowings to Repay Swing Loans. 2.6.4.1 Upon the making of a Swing Loan (whether before or after the occurrence of a Potential Default or an Event of Default and regardless of whether a settlement has been requested with respect to such Swing Loan), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from PNC, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Ratable Share. PNC NCB may, at its option, exercisable at any time for any reason whatsoever, demand repayment of any or all of the outstanding Swing Loans, and each Lender shall immediately either (A) make a Revolving Credit Loan Advance in an amount equal to such Lender’s Ratable Share Commitment Percentage of the aggregate principal amount of the outstanding Swing Loans with respect to which repayment is demandedLoans, plus, if PNC NCB so requests, accrued interest thereon, provided that no Lender shall be obligated in any event to make Revolving Credit Loans Advances in an amount in excess of its Commitment Percentage times the Maximum Revolving Credit Commitment minus its Ratable Share of Letter of Credit Obligations and minus its Ratable Share of any Swing Loans not so being repaid or (B) during the continuance of an Insolvency Proceeding or Relief Proceeding with respect to the Borrower, fund such Swing Loan participations by paying to PNC such Lender’s Ratable Share of the outstanding Swing LoansAdvance Amount. Revolving Credit Loans Advances made pursuant to the preceding sentence shall bear interest at the interest rate applicable to Revolving Advances consisting of Base Rate Option Loans, and shall be deemed to have been properly requested in accordance with Section 2.4 [Revolving Credit Loan Requests] 2.2(a) without regard to any of the requirements of that provision. PNC NCB shall provide notice to the Lenders (which may be telephonic or written notice by letter, facsimile or telexelectronic transmission) that such Revolving Credit Loans Advances are to be made under this Section 2.6.4 2.10(c)(iv) and of the apportionment among the Lenders, and the Lenders shall be unconditionally obligated to fund such Revolving Credit Loans Advances (whether or not the conditions specified in Section 2.4 [Revolving Credit Loan Requests] or in Section 7.2 [Each Loan or Letter of Credit] 8.2 are then satisfied) by the time PNC NCB so requests, which shall not be earlier than 3:00 2:00 p.m. central time on the Business Day next after the date the Lenders receive such notice from PNC.
2.6.4.2 NCB. If any such amount is not transferred to NCB by any Lender fails on such settlement date, NCB shall be entitled to make available to the Administrative Agent for the account of PNC (as the Swing Loan Lender) any recover such amount required to be paid by on demand from such Lender pursuant to the foregoing provisions of this Section 2.6.4 by the time together with interest thereon as specified in Section 2.6.4.12.1.3.
(i) Notwithstanding anything to the contrary contained in Sections 2.10(a) and (b) hereof, commencing with the Swing Loan first Business Day following the Closing Date, each borrowing of Revolving Advances shall be advanced by Agent and each payment by Borrower on account of Revolving Advances shall be applied first to those Revolving Advances advanced by Agent. On or before 1:00 p.m., central time, on each Settlement Date commencing with the first Settlement Date following the Closing Date, Agent and Lenders shall make certain payments as follows: (I) if the aggregate amount of new Revolving Advances made by Agent during the preceding Week (if any) exceeds the aggregate amount of repayments applied to outstanding Revolving Advances during such preceding Week, then each Lender shall provide Agent with funds in an amount equal to its applicable Commitment Percentage of the difference between (w) such Revolving Advances and (x) such repayments and (II) if the aggregate amount of repayments applied to outstanding Revolving Advances during such Week exceeds the aggregate amount of new Revolving Advances made during such Week, then Agent shall provide each Lender with funds in an amount equal to its applicable Commitment Percentage of the difference between (y) such repayments and (z) such Revolving Advances.
(ii) Each Lender shall be entitled to recover from such earn interest at the applicable Contract Rate on outstanding Advances which it has funded.
(iii) Promptly following each Settlement Date, Agent shall submit to each Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Loan Lender at a rate per annum equal to the greater of the Effective Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Loan Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan certificate with respect to payments received and Advances made during the Week immediately preceding such prepaymentSettlement Date. A Such certificate of the Swing Loan Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.6.4.2 Agent shall be conclusive absent in the absence of manifest error.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Johnson Outdoors Inc)
Borrowings to Repay Swing Loans. 2.6.4.1 Upon the making of a The Swing Loan (whether before or after the occurrence of a Potential Default or an Event of Default and regardless of whether a settlement has been requested with respect to such Swing Loan), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from PNC, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Ratable Share. PNC may, at its option, exercisable at any time for any reason whatsoever, demand repayment of any or all of the outstanding Swing Loans, and each Lender shall immediately either (A) make a Revolving Credit Loan in an amount equal to such Lender’s 's Ratable Share of the aggregate principal amount of the outstanding Swing Loans with respect to which repayment is demandedLoans, plus, if PNC the Swing Loan Lender so requests, accrued interest thereon, provided that no Lender shall be obligated in any event to make Revolving Credit Loans in excess of its Revolving Credit Commitment minus its Ratable Share of Letter of Credit Obligations and minus its Ratable Share of any Swing Loans not so being repaid or (B) during the continuance of an Insolvency Proceeding or Relief Proceeding with respect to the Borrower, fund such Swing Loan participations by paying to PNC such Lender’s Ratable Share of the outstanding Swing LoansObligations. Revolving Credit Loans made pursuant to the preceding sentence shall bear interest at the Base Rate Option and shall be deemed to have been properly requested in accordance with Section 2.4 2.4.1 [Revolving Credit Loan Requests] without regard to any of the requirements of that provision. PNC The Swing Loan Lender shall provide notice to the Lenders (which may be telephonic or written notice by letter, facsimile letter or telexfacsimile) that such Revolving Credit Loans are to be made under this Section 2.6.4 2.5.5 [Borrowings to Repay Swing Loans] and of the apportionment among the Lenders, and the Lenders shall be unconditionally obligated to fund such Revolving Credit Loans (whether or not the conditions specified in Section 2.4 2.4.1 [Revolving Credit Loan Requests] or in Section 7.2 [Each Loan or Letter of Credit] are then satisfied) by the time PNC the Swing Loan Lender so requests, which shall not be earlier than 3:00 p.m. on the Business Day next after the date the Lenders receive such notice from PNC.
2.6.4.2 If any Lender fails to make available to the Administrative Agent for the account of PNC (as the Swing Loan Lender) any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.6.4 by the time specified in Section 2.6.4.1, the Swing Loan Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Loan Lender at a rate per annum equal to the greater of the Effective Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Loan Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan with respect to such prepayment. A certificate of the Swing Loan Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.6.4.2 shall be conclusive absent manifest error.
Appears in 1 contract
Borrowings to Repay Swing Loans. 2.6.4.1 Upon the making of a The Swing Loan (whether before or after the occurrence of a Potential Default or an Event of Default and regardless of whether a settlement has been requested with respect to such Swing Loan), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from PNC, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Ratable Share. PNC may, at its option, exercisable at any time for any reason whatsoever, demand repayment of any or all of the outstanding Swing Loans, and each Revolving Credit Lender shall immediately either (A) make a Revolving Credit Loan in an amount equal to such Revolving Credit Lender’s Ratable Share Applicable Revolving Credit Percentage of the aggregate principal amount of the outstanding Swing Loans with respect to which repayment is demandedLoans, plus, if PNC the Swing Loan Lender so requests, accrued interest thereon, provided that no Revolving Credit Lender shall be obligated in any event to make Revolving Credit Loans in excess if after giving effect thereto, the sum of the aggregate amount of its Revolving Credit Commitment minus its Ratable Share Loans (including, for the avoidance of doubt, Revolving Credit Loans made pursuant to this Section 2.5(e)) plus such Revolving Credit Lender’s Applicable Revolving Credit Percentage of the Dollar Equivalent amount of Letter of Credit Obligations and minus exceeds its Ratable Share of any Swing Loans not so being repaid or (B) during the continuance of an Insolvency Proceeding or Relief Proceeding with respect to the Borrower, fund such Swing Loan participations by paying to PNC such Lender’s Ratable Share of the outstanding Swing LoansRevolving Credit Commitment. Revolving Credit Loans made pursuant to the preceding sentence shall bear interest at the Base Rate Option and shall be deemed to have been properly requested in accordance with Section 2.4 2.4(a) [Revolving Credit Loan Requests] without regard to any of the requirements of that provision. PNC The Swing Loan Lender shall provide notice to the Revolving Credit Lenders (which may be telephonic or written notice by letter, facsimile or telex) that such Revolving Credit Loans are to be made under this Section 2.6.4 2.5(e) and of the apportionment among the Revolving Credit Lenders, and the Revolving Credit Lenders shall be unconditionally obligated to fund such Revolving Credit Loans (whether or not the conditions specified in Section 2.4 [Revolving Credit Loan Requests] or in Section 7.2 [Each Loan or Letter of Credit] are then satisfied) by the time PNC the Swing Loan Lender so requests, which shall not be earlier than 3:00 2:00 p.m. New York City time on the next Business Day next after the date the Revolving Credit Lenders receive such notice from PNC.
2.6.4.2 If any Lender fails to make available to the Administrative Agent for the account of PNC (as the Swing Loan Lender. The funding of Revolving Credit Loans by each Revolving Credit Lender under Section 2.5(e) any amount required shall be deemed to be paid by a payment in respect of its participation in such Lender pursuant to the foregoing provisions of this Section 2.6.4 by the time specified in Section 2.6.4.1, the Swing Loan Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Loan Lender at a rate per annum equal to the greater in satisfaction of the Effective Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Loan Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan with respect to such prepayment. A certificate of the Swing Loan Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.6.4.2 shall be conclusive absent manifest errorits participation obligation.
Appears in 1 contract
Samples: Credit Agreement (Gsi Commerce Inc)
Borrowings to Repay Swing Loans. 2.6.4.1 Upon the making of a Swing Loan (whether before or after the occurrence of a Potential Default or an Event of Default and regardless of whether a settlement has been requested with respect to such Swing Loan), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from PNC, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Ratable Share. i) PNC may, at its option, exercisable at any time for any reason whatsoever, demand repayment of any or all of the outstanding Swing Loans, and each Lender shall immediately either (A) make a Revolving Credit Loan in an amount equal to such LenderXxxxxx’s Ratable Share of the aggregate principal amount of the outstanding Swing Loans with respect to which repayment is demandedLoans, plus, if PNC so requests, accrued interest thereon, provided that no Lender shall be obligated in any event to make Revolving Credit Loans in excess of its Revolving Credit Commitment minus its Ratable Share of Letter of Credit Obligations and minus its Ratable Share of any Swing Loans not so being repaid or (B) during the continuance of an Insolvency Proceeding or Relief Proceeding with respect to the Borrower, fund such Swing Loan participations by paying to PNC such Lender’s Ratable Share of the outstanding Swing LoansObligations. Revolving Credit Loans made pursuant to the preceding sentence shall bear interest at the Base Rate Option and shall be deemed to have been properly requested in accordance with Section 2.4 2.5.1 [Revolving Credit Loan Requests] without regard to any of the requirements of that provision. PNC shall provide notice to the Lenders (which may be telephonic or written notice by letter, facsimile facsimile, e-mail or telex) that such Revolving Credit Loans are to be made under this Section 2.6.4 2.6.5 [Borrowings to Repay Swing Loans] and of the apportionment among the Lenders, and the Lenders shall be unconditionally obligated to fund such Revolving Credit Loans (whether or not the conditions specified in Section 2.4 2.5.1 [Revolving Credit Loan Requests] or in Section 7.2 [Each Loan or Letter of Credit] are then satisfied) by the time PNC so requests, which shall not be earlier than 3:00 p.m. on the Business Day next after the date the Lenders receive such notice from PNC.
2.6.4.2 (ii) If any Lender fails to make available to the Administrative Agent for the account of PNC (as the Swing Loan Lender) any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.6.4 by 2.6.5 [Borrowings to Repay Swing Loans]by the time specified in Section 2.6.4.1the foregoing clause (i), the Swing Loan Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Loan Lender at a rate per annum equal to the greater of the Effective Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Loan Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan with respect to such prepayment. A certificate of the Swing Loan Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.6.4.2 clause (ii) shall be conclusive absent manifest error.
Appears in 1 contract
Borrowings to Repay Swing Loans. 2.6.4.1 Upon the making of a The Swing Loan (whether before or after the occurrence of a Potential Default or an Event of Default and regardless of whether a settlement has been requested with respect to such Swing Loan), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from PNC, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Ratable Share. PNC may, at its option, exercisable at any time for any reason whatsoever, demand repayment of any or all of the outstanding Swing Loans, and each Lender shall immediately either (A) make a Revolving Credit Loan in an amount equal to such Lender’s Ratable Share of the aggregate principal amount of the outstanding Swing Loans with respect to which repayment is demandedLoans, plus, if PNC the Swing Lender so requests, accrued interest thereon, provided that no Lender shall be obligated in any event to make Revolving Credit Loans in excess of its Revolving Credit Commitment minus its Ratable Share of Letter of Credit Obligations and minus its Ratable Share of any Swing Loans not so being repaid or (B) during the continuance of an Insolvency Proceeding or Relief Proceeding with respect to the Borrower, fund such Swing Loan participations by paying to PNC such Lender’s Ratable Share of the outstanding Swing LoansCommitment. Revolving Credit Loans made pursuant to the preceding sentence shall bear interest at the Base Rate Option and shall be deemed to have been properly requested in accordance with Section 2.4 [Revolving Credit Loan Requests] 2.4.1 without regard to any of the requirements of that provision. PNC The Swing Lender shall provide notice to the Lenders (which may be telephonic or written notice by letter, facsimile or telexemail) that such Revolving Credit Loans are to be made under this Section 2.6.4 2.5.5 and of the apportionment among the Lenders, and the Lenders shall be unconditionally obligated to fund such Revolving Credit Loans (whether or not the conditions specified in Section 2.4 [Revolving Credit Loan Requests] or in Section 7.2 [Each Loan or Letter of Credit] 2.4.1 are then satisfied) by the time PNC the Swing Lender so requests, which shall not be earlier than 3:00 p.m. on the Business Day next after the date the Lenders receive such notice from PNC.
2.6.4.2 the Swing Lender; provided that if the conditions precedent to a borrowing of Revolving Credit Loans are not then satisfied or for any other reason the Lenders may not then make Revolving Credit Loans under the Base Rate Option to the applicable Borrower in whole or in part as contemplated by this Section, because of such Borrower’s failure to satisfy the conditions set forth in Section 6.2 other than any notice requirements, or for any other reason, then instead of making Revolving Credit Loans, each Lender (other than the Swing Lender) shall become immediately obligated to fund its participation in the outstanding Swing Loans and shall pay to the Swing Lender an amount equal to such Lender’s Ratable Share of all outstanding Swing Loans. If and to the extent any Revolving Lender fails to make shall not have made such amount available to the Administrative Agent for by 8:00 p.m. on the account of PNC (as Business Day next after the date the Lenders receive notice from the Swing Loan Lender) any amount required Lender of its obligation to be paid by fund its participation in Swing Loans, such Lender pursuant agrees to pay interest on such amount to the foregoing provisions of this Section 2.6.4 by the time specified in Section 2.6.4.1, the Swing Loan Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), forthwith on demand, such amount with interest thereon for the period each day from the date such payment is required amount was to have been delivered to the Swing Lender to the date on which such payment amount is immediately available to the Swing Loan Lender paid, (i) at a rate per annum equal to the greater Federal Funds Effective Rate during the first three (3) days following such demand and (ii) at a rate per annum equal to the rate applicable to Loans under the Revolving Credit Base Rate Option on and after the fourth day following the date of such demand. Any Lender’s failure to make available to the Swing Lender its Ratable Share of the Effective Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus amount of all outstanding Swing Loans shall not relieve any administrative, processing or similar fees customarily charged by other Lender of its obligation hereunder to make available to the Swing Loan Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such other Lender’s Revolving Credit Loan with respect Ratable Share of such amount, but no Lender shall be responsible for the failure of any other Lender to such prepayment. A certificate of make available to the Swing Loan Lender submitted to such other Lender’s Ratable Share of any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.6.4.2 shall be conclusive absent manifest errorsuch amount.
Appears in 1 contract
Borrowings to Repay Swing Loans. 2.6.4.1 Upon the making of a The Swing Loan (whether before or after the occurrence of a Potential Default or an Event of Default and regardless of whether a settlement has been requested with respect to such Swing Loan), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from PNC, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Ratable Share. PNC may, at its option, exercisable at any time for any reason whatsoever, demand repayment of any or all of the outstanding Swing Loans, and each Lender Bank shall immediately either (A) make a Revolving Credit available to the Administrative Agent, on behalf of the Swing Loan in Lender, an amount equal to such LenderBank’s Revolving Credit Ratable Share of the aggregate principal amount of the outstanding Swing Loans with respect to which repayment is demandedLoans, plus, if PNC the Swing Loan Lender so requests, accrued interest thereonthereon (such amount to be automatically to be deemed a borrowing of Revolving Credit Loans hereunder), provided that no Lender Bank shall be obligated in any event to make Revolving Credit Loans in excess of its Revolving Credit Commitment minus its Ratable Share of Letter of Revolving Credit Obligations and minus its Ratable Share of any Swing Loans not so being repaid or (B) during the continuance of an Insolvency Proceeding or Relief Proceeding with respect to the Borrower, fund such Swing Loan participations by paying to PNC such Lender’s Ratable Share of the outstanding Swing LoansLetters of Credit Outstanding. Revolving Credit Loans made pursuant to the preceding sentence shall bear interest at the Base Rate Option and shall be deemed to have been properly requested in accordance with Section 2.4 2.4.1 [Revolving Credit Loan Requests] without regard to any of the requirements of that provision. PNC The Swing Loan Lender shall provide notice to all of the Lenders Banks (which may be telephonic or written notice by letter, facsimile or telex) that of the amount of such Bank’s Revolving Credit Loans are Ratable Share of the aggregate principal amount of the outstanding Swing Loans, plus accrued interest thereon, to be made available to the Administrative Agent on behalf of the Swing Loan Lender under this Section 2.6.4 and 2.8. The Administrative Agent shall promptly provide to each Bank notice of the apportionment thereof among the LendersBanks, and the Lenders Banks shall be unconditionally obligated to fund such Revolving Credit Loans amount (whether or not the conditions specified in Section 2.4 2.4.1 [Revolving Credit Loan Requests] or in Section 7.2 [Each Loan or Letter of Credit] are then satisfied) by the time PNC the Swing Loan Lender so requests, which shall not be earlier than 3:00 p.m. p.m., Pittsburgh time, on the next Business Day next after the date the Lenders Banks receive such notice of apportionment from PNC.
2.6.4.2 If any Lender fails to make available to the Administrative Agent for the account of PNC (as the Swing Loan Lender) any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.6.4 by the time specified in Section 2.6.4.1, the Swing Loan Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Loan Lender at a rate per annum equal to the greater of the Effective Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Loan Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan with respect to such prepayment. A certificate of the Swing Loan Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.6.4.2 shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Credit Agreement (Arch Coal Inc)
Borrowings to Repay Swing Loans. 2.6.4.1 Upon the making of a The Swing Loan (whether before or after the occurrence of a Potential Default or an Event of Default and regardless of whether a settlement has been requested with respect to such Swing Loan), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from PNC, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Ratable Share. PNC may, Lenders may at its their option, exercisable at any time for any reason whatsoevertime, demand repayment of any or all of the outstanding Swing Loans, Loans and each Lender shall immediately either (A) make a Revolving Credit Loan in an amount equal to such Lender’s 's Ratable Share of the aggregate principal amount of the outstanding Swing Loans with respect to which repayment is demandedLoans, plus, if PNC the Swing Lenders so requestsrequest, accrued interest thereon, provided that no Lender shall be obligated in any event to make Revolving Credit Loans in excess of its Revolving Credit Commitment minus its Ratable Share of the Dollar Equivalent amount of the Letter of Credit Obligations and minus its Ratable Share of Outstandings. In the event any Swing Loans not so being shall be repaid or (B) during the continuance of an Insolvency Proceeding or Relief Proceeding with respect to the BorrowerRevolving Credit Loans, fund such Swing Loan participations by paying to PNC such Lender’s Ratable Share of the outstanding Swing Loans. Revolving Credit Loans made pursuant to the preceding sentence shall bear interest at the Base Rate Option and shall be deemed to have been properly requested in accordance with Section 2.4 [Revolving Credit Loan Requests] 2.05
(a) without regard to any of the requirements of that provision; provided, however, that Sterling Swing Loans shall be repaid in British Pounds Sterling if and to the extent that Revolving Credit Loans are requested for such purpose in accordance with the requirements of Section 2.05(a). PNC The Administrative Agent shall provide notice to the Lenders (which may be a telephonic or written notice by letter, facsimile or telex) that such Revolving Credit Loans are to be made under this Section 2.6.4 2.07 and of the apportionment among the Lenders, and the Lenders shall be unconditionally obligated to fund such Revolving Credit Loans (whether or not the conditions specified in Section 2.4 [Revolving Credit Loan Requests] or in Section 7.2 [Each Loan or Letter of Credit] 7.02 are then satisfied) by the time PNC the Administrative Agent so requests, which shall not be earlier than 3:00 p.m. 12:00 noon Eastern time on the Business Day next after succeeding the date the Administrative Agent gives the demand notice to the Lenders receive such notice from PNC.
2.6.4.2 If any Lender fails or, with respect to make available Sterling Swing Loans made pursuant to Section 2.01(d)(ii), four (4) Business Days after the Administrative Agent for gives the account of PNC (as the Swing Loan Lender) any amount required to be paid by such Lender pursuant demand notice to the foregoing provisions Lenders. Demand notice in respect of this Section 2.6.4 by the time specified in Section 2.6.4.1, the all outstanding Sterling Swing Loan Lender Loans shall be entitled to recover from such Lender (acting through given no later than the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Loan Lender at a rate per annum equal to the greater of tenth Business Day following the Effective Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Loan Lender in connection with the foregoingDate. If such for any reason a Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s is prohibited from funding its Ratable Share of Revolving Credit Loan with respect Loans to such prepayment. A certificate repay the principal amount of the Swing Loan Loans outstanding, such Lender submitted shall purchase a participation in the Swing Loans equal to any Lender (through its Ratable Share of the Administrative Agent) with respect to any amounts owing under this Section 2.6.4.2 shall be conclusive absent manifest errorprincipal amount of Swing Loans outstanding.
Appears in 1 contract
Samples: Credit Agreement (Borders Group Inc)
Borrowings to Repay Swing Loans. 2.6.4.1 Upon the making of a Swing Loan (whether before or after the occurrence of a Potential Default or an Event of Default and regardless of whether a settlement has been requested with respect to such Swing Loan), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from PNC, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Ratable Share. i) PNC may, at its option, exercisable at any time for any reason whatsoever, demand repayment of any or all of the outstanding Swing Loans, and each Lender shall immediately either (A) make a Revolving Credit Loan in an amount equal to such Lender’s Ratable Share of the aggregate principal amount of the outstanding Swing Loans with respect to which repayment is demanded, plus, if PNC so requests, accrued interest thereonLoans, provided that no Lender shall be obligated in any event to make Revolving Credit Loans in excess of its Revolving Credit Commitment minus its Ratable Share of Letter of Credit Obligations and minus its Ratable Share of any Swing Loans not so being repaid or (B) during the continuance of an Insolvency Proceeding or Relief Proceeding with respect to the Borrower, fund such Swing Loan participations by paying to PNC such Lender’s Ratable Share of the outstanding Swing LoansObligations. Revolving Credit Loans made pursuant to the preceding sentence shall bear interest at the Base Rate Option and shall be deemed to have been properly requested in accordance with Section 2.4 2.5.1 [Revolving Credit Loan Requests] without regard to any of the requirements of that provision. PNC shall provide notice to the Lenders (which may be telephonic or written notice by letter, facsimile or telex) that such Revolving Credit Loans are to be made under this Section 2.6.4 2.6.5 and of the apportionment among the Lenders, and the Lenders shall be unconditionally obligated to fund such Revolving Credit Loans (whether or not the conditions specified in Section 2.4 2.5.1 [Revolving Credit Loan Requests] or in Section 7.2 [Each Loan or Letter of Credit] are then satisfied) by the time PNC so requests, which shall not be earlier than 3:00 p.m. on the Business Day next after the date the Lenders receive such notice from PNC.
2.6.4.2 (ii) If any Lender fails to make available to the Administrative Agent for the account of PNC (as the Swing Loan Lender) any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.6.4 2.6.5 by the time specified in Section 2.6.4.12.6.5(i), the Swing Loan Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Loan Lender at a rate per annum equal to the greater of the Effective Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Loan Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan with respect to such prepaymentamount. A certificate of the Swing Loan Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.6.4.2 clause (ii) shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Credit Agreement (Vertex, Inc.)
Borrowings to Repay Swing Loans. 2.6.4.1 Upon the making of a Swing Loan (whether before or after the occurrence of a Potential Default or an Event of Default and regardless of whether a settlement has been requested with respect to such Swing Loan), each The Swingline Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from PNC, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Ratable Share. PNC may, at its option, exercisable at any time for any reason whatsoever, demand repayment of any or all of the outstanding Swing Loans, and each Revolving Lender shall immediately either (A) make a Revolving Credit Loan in an amount equal to such Revolving Lender’s Ratable Share of the aggregate principal amount of the outstanding Swing Loans with respect to which repayment is demandedLoans, plus, if PNC the Swingline Lender so requests, accrued interest thereon, ; provided that no Revolving Lender shall be obligated in any event to make Revolving Credit Loans in excess of the amount that would cause its Revolving Exposure to exceed its Revolving Credit Commitment minus its Ratable Share of Letter of Credit Obligations and minus its Ratable Share of any Swing Loans not so being repaid or (B) during the continuance of an Insolvency Proceeding or Relief Proceeding with respect to the Borrower, fund such Swing Loan participations by paying to PNC such Lender’s Ratable Share of the outstanding Swing LoansCommitment. Revolving Credit Loans made pursuant to the preceding sentence shall bear interest at the applicable Base Rate Option and shall be deemed to have been properly requested in accordance with Section 2.4 2.5.1 [Revolving Credit Loan Requests] without regard to any of the requirements of that provision. PNC The Revolving/TLA Administrative Agent on behalf of the Swingline Lender shall provide notice to the Revolving Lenders (which may be telephonic or written notice by letter, facsimile or telexemail (in “pdf,” “tif” or similar format)) no later than 11:00 a.m. on any Business Day that such Revolving Credit Loans are to be made under this Section 2.6.4 2.10 [Borrowing to Repay Swing Loans] and of the apportionment among the Revolving Lenders, and the Revolving Lenders shall be unconditionally obligated to fund such Revolving Credit Loans (whether or not the conditions specified in Section 2.4 2.5 [Revolving Credit Loan Requests] or in Section 7.2 [Each Additional Loan or Letter of Credit] are then satisfied) by to the time PNC so requestsRevolving/TLA Administrative Agent on behalf of the Swingline Lender, which shall not be earlier no later than 3:00 p.m. on the Business Day next after the date the Lenders receive such notice from PNCSettlement Date.
2.6.4.2 If any Lender fails to make available to the Administrative Agent for the account of PNC (as the Swing Loan Lender) any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.6.4 by the time specified in Section 2.6.4.1, the Swing Loan Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Loan Lender at a rate per annum equal to the greater of the Effective Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Loan Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan with respect to such prepayment. A certificate of the Swing Loan Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.6.4.2 shall be conclusive absent manifest error.
Appears in 1 contract
Borrowings to Repay Swing Loans. 2.6.4.1 Upon the making of a (a) The Swing Loan (whether before or after the occurrence of a Potential Default or an Event of Default and regardless of whether a settlement has been requested with respect to such Swing Loan), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from PNC, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Ratable Share. PNC may, at its option, exercisable at any time for any reason whatsoever, demand repayment of any or all of the outstanding Swing Loans, and each Lender shall immediately either (A) make a Revolving Credit Loan in an amount equal to such Lender’s Ratable Share of the aggregate principal amount of the outstanding Swing Loans with respect to which repayment is demandedLoans, plus, if PNC the Swing Loan Lender so requests, accrued interest thereon, provided that no Lender shall be obligated in any event to make Revolving Credit Loans in excess of its Revolving Credit Commitment minus its Ratable Share of Letter of Credit Obligations and minus its Ratable Share of any Swing Loans not so being repaid or (B) during the continuance of an Insolvency Proceeding or Relief Proceeding with respect to the Borrower, fund such Swing Loan participations by paying to PNC such Lender’s Ratable Share of the outstanding Swing LoansObligations. Revolving Credit Loans made pursuant to the preceding sentence shall bear interest at the Base Rate Option and shall be deemed to have been properly requested in accordance with Section 2.4 [Revolving Credit Loan Requests] 2.5.1 without regard to any of the requirements of that provision. PNC HSBC shall provide notice to the Lenders (which may be telephonic or written notice by letter, facsimile or telex) that such Revolving Credit Loans are to be made under this Section 2.6.4 2.6.5 and of the apportionment among the Lenders, and the Lenders shall be unconditionally obligated to fund such Revolving Credit Loans (whether or not the conditions specified in Section 2.4 [Revolving Credit Loan Requests] or in Section 7.2 [Each Loan or Letter of Credit] 2.5.1 are then satisfied) by the time PNC the Swing Loan Lender so requests, which shall not be earlier than 3:00 p.m. 10:00 a.m. on the next Business Day next after the date the Lenders receive such notice from PNCthe Swing Loan Lender.
2.6.4.2 (b) If for any reason any Swing Loan cannot be refinanced by such a Revolving Credit Loan in accordance with the foregoing Section 2.6.5(a) the request for Base Rate Loans submitted by the Swing Loan Lender as set forth herein shall be deemed to be a request by the Swing Loan Lender that each of the Lenders fund its risk participation in the relevant Swing Loan and each Lender’s payment to the Administrative Agent for the account of the Swing Loan Lender pursuant to the foregoing Section 2.6.5(a) shall be deemed payment in respect of such participation.
(c) If any Lender fails to make available to the Administrative Agent for the account of PNC (as the Swing Loan Lender) Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.6.4 2.6 by the time specified in Section 2.6.4.12.6.1, the Swing Loan Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Loan Lender at a rate per annum equal to the greater of the Effective Federal Funds Effective Rate and a rate of determined by the Administrative Agent in accordance with banking industry rules on interbank compensationcompensation from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swing Loan Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan with respect to such prepaymentLoans included in the relevant Revolving Credit Loans or funded participation in the relevant Swing Loan, as the case may be. A certificate of the Swing Loan Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.6.4.2 2.6.5(c) shall be conclusive absent manifest error.
(d) Each Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Loans pursuant to this Section 2.6 shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Loan Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default, or (iii) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Loans, together with interest as provided herein.
Appears in 1 contract
Samples: Credit Agreement (3d Systems Corp)
Borrowings to Repay Swing Loans. 2.6.4.1 Upon the making of a Swing Loan (whether before or after the occurrence of a Potential Default or an Event of Default and regardless of whether a settlement has been requested with respect to such Swing Loan), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from PNC, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Ratable Share. i) PNC may, at its option, exercisable at any time for any reason whatsoever, demand repayment of any or all of the outstanding Swing Loans, and each Lender shall immediately either (A) make a Revolving Credit Loan in an amount equal to such LenderLxxxxx’s Ratable Share of the aggregate principal amount of the outstanding Swing Loans with respect to which repayment is demanded, plus, if PNC so requests, accrued interest thereonLoans, provided that no Lender shall be obligated in any event to make Revolving Credit Loans in excess of its Revolving Credit Commitment minus its Ratable Share of Letter of Credit Obligations and minus its Ratable Share of any Swing Loans not so being repaid or (B) during the continuance of an Insolvency Proceeding or Relief Proceeding with respect to the Borrower, fund such Swing Loan participations by paying to PNC such Lender’s Ratable Share of the outstanding Swing LoansObligations. Revolving Credit Loans made pursuant to the preceding sentence shall bear interest at the Base Rate Option and shall be deemed to have been properly requested in accordance with Section 2.4 2.5.1 [Revolving Credit Loan Requests] without regard to any of the requirements of that provision. PNC shall provide notice to the Lenders (which may be telephonic or written notice by letter, facsimile or telex) that such Revolving Credit Loans are to be made under this Section 2.6.4 2.6.5 and of the apportionment among the Lenders, and the Lenders shall be unconditionally obligated to fund such Revolving Credit Loans (whether or not the conditions specified in Section 2.4 2.5.1 [Revolving Credit Loan Requests] or in Section 7.2 [Each Loan or Letter of Credit] are then satisfied) by the time PNC so requests, which shall not be earlier than 3:00 p.m. on the Business Day next after the date the Lenders receive such notice from PNC.
2.6.4.2 (ii) If any Lender fails to make available to the Administrative Agent for the account of PNC (as the Swing Loan Lender) any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.6.4 2.6.5 by the time specified in Section 2.6.4.12.6.5(i), the Swing Loan Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Loan Lender at a rate per annum equal to the greater of the Effective Federal Funds Overnight Bank Funding Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Loan Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan with respect to such prepaymentamount. A certificate of the Swing Loan Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.6.4.2 clause (ii) shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Credit Agreement (Vertex, Inc.)
Borrowings to Repay Swing Loans. 2.6.4.1 Upon the making of a The Swing Loan (whether before or after the occurrence of a Potential Default or an Event of Default and regardless of whether a settlement has been requested with respect to such Swing Loan), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from PNC, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Ratable Share. PNC may, at its option, exercisable at any time for any reason whatsoever, demand repayment of any or all of the outstanding Swing Loans, and each Lender shall immediately either (A) make a Revolving Credit Loan in an amount equal to such Lender’s Ratable Share of the aggregate principal amount of the outstanding Swing Loans with respect to which repayment is demandedLoans, plus, if PNC the Swing Lender so requests, accrued interest thereon, provided that no Lender shall be obligated in any event to make Revolving Credit Loans in excess of its Revolving Credit Commitment minus its Ratable Share of Letter of Credit Obligations and minus its Ratable Share of any Swing Loans not so being repaid or (B) during the continuance of an Insolvency Proceeding or Relief Proceeding with respect to the Borrower, fund such Swing Loan participations by paying to PNC such Lender’s Ratable Share of the outstanding Swing LoansObligations. Revolving Credit Loans made pursuant to the preceding sentence shall bear interest at the Base Rate Option and shall be deemed to have been properly requested in accordance with Section 2.4 [Revolving Credit Loan Requests] 2.4.1 without regard to any of the requirements of that provision. PNC The Swing Lender shall provide notice to the Lenders (which may be telephonic or written notice by letter, facsimile or telexemail) that such Revolving Credit Loans are to be made under this Section 2.6.4 2.5.5 and of the apportionment among the Lenders, and the Lenders shall be unconditionally obligated to fund such Revolving Credit Loans (whether or not the conditions specified in Section 2.4 [Revolving Credit Loan Requests] or in Section 7.2 [Each Loan or Letter of Credit] 2.4.1 are then satisfied) by the time PNC the Swing Lender so requests, which shall not be earlier than 3:00 p.m. on the Business Day next after the date the Lenders receive such notice from PNC.
2.6.4.2 the Swing Lender; provided that if the conditions precedent to a borrowing of Revolving Credit Loans are not then satisfied or for any other reason the Lenders may not then make Revolving Credit Loans under the Base Rate Option to the applicable Borrower in whole or in part as contemplated by this Section, because of such Borrower’s failure to satisfy the conditions set forth in Section 6.2 other than any notice requirements, or for any other reason, then instead of making Revolving Credit Loans, each Lender (other than the Swing Lender) shall become immediately obligated to fund its participation in the outstanding Swing Loans and shall pay to the Swing Lender an amount equal to such Lender’s Ratable Share of all outstanding Swing Loans. If and to the extent any Revolving Lender fails to make shall not have made such amount available to the Administrative Agent for by 8:00 p.m. on the account of PNC (as Business Day next after the date the Lenders receive notice from the Swing Loan Lender) any amount required Lender of its obligation to be paid by fund its participation in Swing Loans, such Lender pursuant agrees to pay interest on such amount to the foregoing provisions of this Section 2.6.4 by the time specified in Section 2.6.4.1, the Swing Loan Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), forthwith on demand, such amount with interest thereon for the period each day from the date such payment is required amount was to have been delivered to the Swing Lender to the date on which such payment amount is immediately available to the Swing Loan Lender paid, (i) at a rate per annum equal to the greater Federal Funds Effective Rate during the first three (3) days following such demand and (ii) at a rate per annum equal to the rate applicable to Loans under the Base Rate Option on and after the fourth day following the date of such demand. Any Lender’s failure to make available to the Swing Lender its Ratable Share of the Effective Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus amount of all outstanding Swing Loans shall not relieve any administrative, processing or similar fees customarily charged by other Lender of its obligation hereunder to make available to the Swing Loan Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such other Lender’s Revolving Credit Loan with respect Ratable Share of such amount, but no Lender shall be responsible for the failure of any other Lender to such prepayment. A certificate of make available to the Swing Loan Lender submitted to such other Lender’s Ratable Share of any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.6.4.2 shall be conclusive absent manifest errorsuch amount.
Appears in 1 contract
Borrowings to Repay Swing Loans. 2.6.4.1 Upon the making of a Swing Loan (whether before or after the occurrence of a Potential Default or an Event of Default and regardless of whether a settlement has been requested with respect to such Swing Loan), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from PNC, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Ratable Share. i) PNC may, at its option, exercisable at any time for any reason whatsoever, demand repayment of any or all of the outstanding Swing Loans, and each Lender shall immediately either (A) make a Revolving Credit Loan in an amount equal to such Lender’s Ratable Share of the aggregate principal amount of the outstanding Swing Loans with respect to which repayment is demandedLoans, plus, if PNC so requests, accrued interest thereon, provided that no Lender shall be obligated in any event to make Revolving Credit Loans in excess of its Revolving Credit Commitment minus its Ratable Share of Letter of Credit Obligations and minus its Ratable Share of any Swing Loans not so being repaid or (B) during the continuance of an Insolvency Proceeding or Relief Proceeding with respect to the Borrower, fund such Swing Loan participations by paying to PNC such Lender’s Ratable Share of the outstanding Swing LoansObligations. Revolving Credit Loans made pursuant to the preceding sentence shall bear interest at the Base Rate Option and shall be deemed to have been properly requested in accordance with Section 2.4 2.4.1 [Revolving Credit Loan Requests] without regard to any of the requirements of that provision. PNC shall provide notice to the Lenders (which may be telephonic or written notice by letter, facsimile or telex) that such Revolving Credit Loans are to be made under this Section 2.6.4 2.5.5 and of the apportionment among the Lenders, and the Lenders shall be unconditionally obligated to fund such Revolving Credit Loans (whether or not the conditions specified in Section 2.4 2.4.1 [Revolving Credit Loan Requests] or in Section 7.2 [Each Loan or Letter of Credit] are then satisfied) by the time PNC so requests, which shall not be earlier later than 3:00 p.m. on the Business Day next after the date the Lenders receive such notice from PNC.
2.6.4.2 (ii) If any Lender fails to make available to the Administrative Agent for the account of PNC (as the Swing Loan Lender) any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.6.4 2.5.5(i) by the time specified in Section 2.6.4.12.5.5(i), the Swing Loan Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Loan Lender at a rate per annum equal to the greater of the Effective Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Loan Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan with respect to such prepayment. A certificate of the Swing Loan Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.6.4.2 clause (ii) shall be conclusive absent manifest error.
Appears in 1 contract
Borrowings to Repay Swing Loans. 2.6.4.1 Upon the making of a Swing Loan (whether before or after the occurrence of a Potential Default or an Event of Default and regardless of whether a settlement has been requested with respect to such Swing Loan), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from PNC, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Ratable Share. i) PNC may, at its option, exercisable at any time for any reason whatsoever, demand repayment of any or all of the outstanding Swing Loans, and each Lender shall immediately either (A) make a Revolving Credit Loan in an amount equal to such Lender’s Ratable Share of the aggregate principal amount of the outstanding Swing Loans with respect to which repayment is demandedLoans, plus, if PNC so requests, accrued interest thereon, provided that no Lender shall be obligated in any event to make Revolving Credit Loans in excess of its Revolving Credit Commitment minus its Ratable Share of Letter of Credit Obligations and minus its Ratable Share of any Swing Loans not so being repaid or (B) during the continuance of an Insolvency Proceeding or Relief Proceeding with respect to the Borrower, fund such Swing Loan participations by paying to PNC such Lender’s Ratable Share of the outstanding Swing LoansObligations. Revolving Credit Loans made pursuant to the preceding sentence shall bear interest at the Base Rate Option and shall be deemed to have been properly requested in accordance with Section 2.4 2.5.1 [Revolving Credit Loan Requests] without regard to any of the requirements of that provision. PNC shall provide notice to the Lenders (which may be telephonic or written notice by letter, facsimile facsimile, e-mail or telex) that such Revolving Credit Loans are to be made under this Section 2.6.4 2.6.5 [Borrowings to Repay Swing Loans] and of the apportionment among the Lenders, and the Lenders shall be unconditionally obligated to fund such Revolving Credit Loans (whether or not the conditions specified in Section 2.4 2.5.1 [Revolving Credit Loan Requests] or in Section 7.2 [Each Loan or Letter of Credit] are then satisfied) by the time PNC so requests, which shall not be earlier than 3:00 p.m. on the Business Day next after the date the Lenders receive such notice from PNC.
2.6.4.2 (ii) If any Lender fails to make available to the Administrative Agent for the account of PNC (as the Swing Loan Lender) any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.6.4 by 2.6.5 [Borrowings to Repay Swing Loans]by the time specified in Section 2.6.4.1the foregoing clause (i), the Swing Loan Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Loan Lender at a rate per annum equal to the greater of the Effective Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Loan Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan with respect to such prepayment. A certificate of the Swing Loan Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.6.4.2 clause (ii) shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Credit Agreement (Stoneridge Inc)
Borrowings to Repay Swing Loans. 2.6.4.1 Upon the making of a Swing Loan (whether before or after the occurrence of a Potential Default or an Event of Default and regardless of whether a settlement has been requested with respect to such Swing Loan), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from PNC, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Ratable Share. i) PNC may, at its option, exercisable at any time for any reason whatsoever, demand repayment of any or all of the outstanding Swing Loans, and each 5- Year Revolver Lender shall immediately either (A) make a 5-Year Revolving Credit Loan in an amount equal to such LenderXxxxxx’s 5-Year Revolver Ratable Share of the aggregate principal amount of the outstanding Swing Loans with respect to which repayment is demanded, plus, if PNC so requests, accrued interest thereon, provided that no 5-Year Revolver Lender shall be obligated in any event to make 5-Year Revolving Credit Loans in excess of its 5-Year Revolving Credit Commitment minus its 5-Year Revolver Ratable Share of Letter of Credit Obligations and minus its 5-Year Revolver Ratable Share of any Swing Loans not so being repaid or (B) during the continuance of an Insolvency Proceeding or Relief Proceeding with respect to the Borrower, fund such Swing Loan participations by paying to PNC such Lender’s Ratable Share of the outstanding Swing Loansrepaid. 5-Year Revolving Credit Loans made pursuant to the preceding sentence shall bear interest at the Base Rate Option and shall be deemed to have been properly requested in accordance with Section 2.4 2.5(a) [Revolving Credit Loan Requests] without regard to any of the requirements of that provision. PNC shall provide notice to the 5-Year Revolver Lenders (which may be telephonic or written notice by letter, facsimile or telex) that such 5-Year Revolving Credit Loans are to be made under this Section 2.6.4 2.6(e) and of the apportionment among the 5-Year Revolver Lenders, and the 5-Year Revolver Lenders shall be unconditionally obligated to fund such 5-Year Revolving Credit Loans (whether or not the conditions specified in Section 2.4 2.5(a) [Revolving Credit Loan Requests] or in Section 7.2 [Each Loan or Letter of Credit] are then satisfied) by the time PNC so requests, which shall not be earlier than 3:00 p.m. on the Business Day next after the date the Lenders receive such notice from PNC.
2.6.4.2 If any Lender fails to make available to the Administrative Agent for the account of PNC (as the Swing Loan Lender) any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.6.4 by the time specified in Section 2.6.4.1, the Swing Loan Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Loan Lender at a rate per annum equal to the greater of the Effective Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Loan Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan with respect to such prepayment. A certificate of the Swing Loan Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.6.4.2 shall be conclusive absent manifest error.Section
Appears in 1 contract
Borrowings to Repay Swing Loans. 2.6.4.1 Upon the making of a Swing Loan (whether before or after the occurrence of a Potential Default or an Event of Default and regardless of whether a settlement has been requested with respect to such Swing Loan), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from PNC, without recourse or warranty, an undivided interest and participation in such Swing Loan in proportion to its Ratable Share. PNC may, at its option, exercisable at any time for any reason whatsoever, demand repayment of any or all of the outstanding Swing Loans, and each 5- Year Revolver Lender shall immediately either (A) make a 5-Year Revolving Credit Loan in an amount equal to such Lender’s 5-Year Revolver Ratable Share of the aggregate principal amount of the outstanding Swing Loans with respect to which repayment is demanded, plus, if PNC so requests, accrued interest thereon, provided that no 5-Year Revolver Lender shall be obligated in any event to make 5-Year Revolving Credit Loans in excess of its 5-Year Revolving Credit Commitment minus its 5-Year Revolver Ratable Share of Letter of Credit Obligations and minus its 5-Year Revolver Ratable Share of any Swing Loans not so being repaid or (B) during the continuance of an Insolvency Proceeding or Relief Proceeding with respect to the Borrower, fund such Swing Loan participations by paying to PNC such Lender’s Ratable Share of the outstanding Swing Loansrepaid. 5-Year Revolving Credit Loans made pursuant to the preceding sentence shall bear interest at the Base Rate Option and shall be deemed to have been properly requested in accordance with Section 2.4 2.5(a) [Revolving Credit Loan Requests] without regard to any of the requirements of that provision. PNC shall provide notice to the 5- Year Revolver Lenders (which may be telephonic or written notice by letter, facsimile or telex) that such 5-Year Revolving Credit Loans are to be made under this Section 2.6.4 2.6(e) and of the apportionment among the 5-Year Revolver Lenders, and the 5-Year Revolver Lenders shall be unconditionally obligated to fund such 5-Year Revolving Credit Loans (whether or not the conditions specified in Section 2.4 2.5(a) [Revolving Credit Loan Requests] or in Section 7.2 [Each Loan or Letter of Credit] are then satisfied) by the time PNC so requests, which shall not be earlier than 3:00 p.m. on the next succeeding Business Day next after following the date the 5-Year Revolver Lenders receive such notice from PNC.
2.6.4.2 If any Lender fails to make available to the Administrative Agent for the account of PNC (as the Swing Loan Lender) any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.6.4 by the time specified in Section 2.6.4.1, the Swing Loan Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Loan Lender at a rate per annum equal to the greater of the Effective Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Loan Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan with respect to such prepayment. A certificate of the Swing Loan Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Section 2.6.4.2 shall be conclusive absent manifest error.
Appears in 1 contract
