Multicurrency Swing Line Loans. (i) During the Multicurrency Facility Commitment Period, subject to the terms and conditions hereof, each Multicurrency Swing Line Lender hereby agrees to make Multicurrency Swing Line Loans to Company and/or each Multicurrency Swing Line Subsidiary as may be designated by Company in the aggregate amount for all Multicurrency Swing Line Lenders up to but not exceeding the Multicurrency Swing Line Sublimit; provided, after giving effect to the making of any Multicurrency Swing Line Loans, in no event shall the Total Utilization of Multicurrency Facility Commitments exceed the Multicurrency Facility Commitments then in effect. Amounts borrowed pursuant to this Section 2.2(d) may be repaid and reborrowed during the Multicurrency Facility Commitment Period. Each Multicurrency Swing Line Lender's Multicurrency Facility Commitment shall expire on the Multicurrency Facility Commitment Termination Date and all Multicurrency Swing Line Loans and all other amounts owed hereunder with respect thereto and the Multicurrency Facility Commitments shall be paid in full no later than such date. (ii) Multicurrency Swing Line Loans shall be made in an aggregate minimum amount of 500,000 Units of the applicable Multicurrency and integral multiples of 100,000 Units of such Multicurrency in excess of that amount, or in such other amounts as may be agreed to by Company and/or the applicable Multicurrency Swing Line Subsidiary and the applicable Multicurrency Swing Line Lender. (iii) Whenever Company or Multicurrency Swing Line Subsidiary desires that a Multicurrency Swing Line Lender make a Multicurrency Swing Line Loan, Company shall deliver to such Multicurrency Swing Line Lender and to Multicurrency Facility Agent a Funding Notice no later than 12:00 noon (London, England time) (or at such other time as agreed to by Company and/or the applicable Multicurrency Swing Line Subsidiary and the applicable Multicurrency Swing Line Lender) at each of the applicable Multicurrency Swing Line Lender's and Multicurrency Facility Agent's Principal Offices or at such other office as may be agreed to by Company and/or the applicable Multicurrency Swing Line Subsidiary and the applicable Multicurrency Swing Line Lender on the proposed Credit Date. (iv) Each Multicurrency Swing Line Lender shall make the amount of its Multicurrency Swing Line Loan available to Company and/or the applicable Multicurrency Swing Line Subsidiary not later than 2:00 p.m. (London, England time) (or at such other time as agreed to by Company and/or the applicable Multicurrency Swing Line Subsidiary and the applicable Multicurrency Swing Line Lender) at such Swing Line Lender's Principal Office or at such other office as may be agreed to by Company and/or the applicable Multicurrency Swing Line Subsidiary and the applicable Multicurrency Swing Line Lender on the applicable Credit Date by wire transfer of Same Day Funds in the applicable Multicurrency or as otherwise directed by Company or such Multicurrency Swing Line Subsidiary in the applicable Funding Notice. (v) Each Multicurrency Swing Line Lender may, by delivery to Multicurrency Facility Agent of a written notice no later than 11:00 a.m. (New York City time) on a Business Day, require each Lender holding a Multicurrency Facility Commitment to irrevocably purchase, and each such Lender shall be deemed to have irrevocably purchased, a participation in such outstanding Multicurrency Swing Line Loans in an amount equal to its Pro Rata Share of the unpaid amount of such Multicurrency Swing Line Loans (based on the aggregate Dollar Equivalent thereof as determined pursuant to this Section 2.2(c)(v)), together with accrued interest thereon. Each such notice shall state the aggregate amount of Multicurrency Swing Line Loans outstanding as of the date of such notice and an itemization of the amount of each Multicurrency in which such Multicurrency Swing Line Loans are denominated, together with the Dollar Equivalent thereof. Promptly after receipt by Multicurrency Facility Agent of such notice, Multicurrency Facility Agent shall notify each Multicurrency Facility Lender thereof, and within five (5) Business Days, each Multicurrency Facility Lender shall deliver to Multicurrency Facility Agent an amount equal to its respective participation in Same Day Funds in the applicable Multicurrency at Multicurrency Facility Agent's Principal Office; provided, if Multicurrency Facility Agent shall have received, on or prior to the fourth day after the date of receipt of the written notice of Multicurrency Swing Line Lender referred to herein, a notice from any Multicurrency Lender that such Multicurrency Lender intends to fund, at its election as determined in its discretion, its participation in such Multicurrency Swing Line Loans in Dollars, then Multicurrency Facility Agent shall promptly notify each other Multicurrency Lender of such election and all Multicurrency Facility Lenders shall fund their respective participations in Dollars; provided further, in such event from and after such date the applicable Multicurrency Swing Line Loans to which such participations relate shall automatically be converted (at the Spot Rate of Exchange for the Dollar Equivalent of the applicable Multicurrency determined as of the date of such conversion) to, and thereafter for all purposes hereof be treated as, Multicurrency Swing Line Loans denominated in Dollars. Upon receipt thereof, Multicurrency Facility Agent shall promptly make the proceeds of such participations available to the applicable Multicurrency Swing Line Lender by causing an amount of Same Day Funds in the applicable Multicurrency equal to such proceeds to be credited to the account of Multicurrency Swing Line Lender at its Principal Office or at such other office as such Multicurrency Swing Line Lender shall designate to Multicurrency Facility Agent. In order to evidence further any such participation (and without prejudice to the effectiveness of the applicable participation provisions set forth in this Section 2.2(d)(v)), each applicable Lender agrees to enter into a separate participation agreement at the request of such Multicurrency Swing Line Lender in form and substance reasonably satisfactory to each such party. In the event any applicable Lender fails to make available to the applicable Multicurrency Swing Line Lender the amount of such Lender's participation as provided herein, such Multicurrency Swing Line Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by Multicurrency Swing Line Lender for the correction of errors among banks for three Business Days and thereafter at the rate applicable to Multicurrency Loans pursuant to Section 2.9. In the event the applicable Multicurrency Swing Line Lender receives a payment of any amount in which the other applicable Lenders have purchased participations as provided herein, such Multicurrency Swing Line Lender shall promptly distribute to each such other Lender its Pro Rata Share of such payment. A certificate of the applicable Multicurrency Swing Line Lender submitted to any Lender with respect to amounts owing hereunder shall be conclusive in the absence of manifest error.
Appears in 1 contract
Multicurrency Swing Line Loans. (ia) During the Multicurrency Facility Commitment Period, subject Subject to and upon the terms and conditions hereofherein set forth (including the limitation set forth in Section 3.01), the Multicurrency Swing Line Lender agrees to make to the Multicurrency Borrowers from time to time prior to the Maturity Date, Multicurrency Swing Line Loans in U.S. Dollars in an aggregate principal amount outstanding at any time not to exceed the Multicurrency Swing Line Commitment then in effect. The Multicurrency Borrowers shall be entitled to repay and reborrow Multicurrency Swing Line Loans in accordance with the provisions, and subject to the limitations, set forth herein (including the limitation set forth in Section 3.01).
(b) Each Multicurrency Swing Line Loan shall, at the option of the applicable Multicurrency Borrower, be made as a Base Rate Advance or Multicurrency Transaction Rate Advance. The aggregate principal amount of each Multicurrency Swing Line Lender hereby agrees Borrowing shall be not less than $250,000 or a greater integral multiple of $1,000. At no time shall the number of Multicurrency
(c) Whenever a Multicurrency Borrower desires to make a Multicurrency Swing Line Loans to Company and/or each Borrowing, such Multicurrency Swing Line Subsidiary as may be designated by Company in the aggregate amount for all Borrower, or Interface acting on behalf of such Multicurrency Swing Line Lenders up to but not exceeding Borrower, shall give the Multicurrency Swing Line Sublimit; provided, after giving effect Lender (with a copy to the making Multicurrency Agent) prior written notice (or telephonic notice promptly confirmed in writing) of any such Multicurrency Swing Line Loans, in no event shall Borrowing (each a "Multicurrency Swing Line Borrowing Notice") prior to 10:00 a.m. (Eastern time) on the Total Utilization date of such Multicurrency Facility Commitments exceed the Multicurrency Facility Commitments then in effect. Amounts borrowed pursuant to this Section 2.2(d) may be repaid and reborrowed during the Multicurrency Facility Commitment PeriodSwing Line Borrowing. Each Multicurrency Swing Line Lender's Multicurrency Facility Commitment Borrowing Notice shall expire on specify the Multicurrency Facility Commitment Termination Date and all aggregate principal amount of the Multicurrency Swing Line Loans and all other amounts owed hereunder with respect thereto and Borrowing, the Multicurrency Facility Commitments shall be paid in full no later than date of such date.
(ii) Multicurrency Swing Line Loans Borrowing (which shall be made in an aggregate minimum amount of 500,000 Units of a Business Day), whether a Multicurrency Transaction Rate Quote is being requested and, if so, the Interest Period to be applicable thereto. If a Multicurrency and integral multiples of 100,000 Units of Transaction Rate Quote is requested as aforesaid, then prior to 12:00 noon (Eastern time) on such Multicurrency in excess of that amountdate, or in such other amounts as may be agreed to by Company and/or the applicable Multicurrency Swing Line Subsidiary and the applicable Multicurrency Swing Line Lender.
(iii) Whenever Company or Multicurrency Swing Line Subsidiary desires that a Multicurrency Swing Line Lender make shall furnish to the Multicurrency Borrower or to Interface on behalf of such Multicurrency Lender (with a copy to the Multicurrency Swing Line Loan, Company shall deliver Agent) with a quotation of the interest rate being offered with respect to such Multicurrency Swing Line Lender Borrowing (whether expressed as a fixed rate of interest in effect for the Interest Period applicable thereto or as a floating rate of interest based on a specified interest rate index and applicable margin for the Interest Period to be applicable thereto; in either case, a "Multicurrency Facility Agent a Funding Notice no later than 12:00 noon Transaction Rate Quote") by telephone (Londonpromptly confirmed in writing) or by facsimile transmission. The Multicurrency Borrower, England time) (or at such other time as agreed to by Company and/or the applicable Multicurrency Swing Line Subsidiary and the applicable Multicurrency Swing Line Lender) at each Interface acting on behalf of the applicable Multicurrency Swing Line Lender's and Multicurrency Facility Agent's Principal Offices or at such other office as may be agreed to by Company and/or Borrower, shall immediately inform the applicable Multicurrency Swing Line Subsidiary and the applicable Multicurrency Swing Line Lender (with a copy to the Multicurrency Agent) of its decision as to whether to accept the Multicurrency Transaction Rate Quote and to confirm the Multicurrency Swing Line Borrowing (which may be done by telephone, promptly confirmed in writing, and which decision shall be irrevocable). If the Multicurrency Borrower, or Interface acting on behalf of the proposed Credit Date.
Multicurrency Borrower, has so informed the Multicurrency Swing Line Lender and confirmed the terms of the Multicurrency Swing Line Borrowing, then no later than 2:00 p.m. (ivEastern time) Each on such date, the Multicurrency Swing Line Lender shall make the principal amount of its the Multicurrency Swing Line Loan available to Company and/or the applicable Multicurrency Agent in immediately available funds at the Payment Office of the Multicurrency Agent, and the Multicurrency Agent will make available to the Multicurrency Borrower such amount by crediting such amount to the Multicurrency Borrower's demand deposit account maintained with the Multicurrency Agent. In the event that the Multicurrency Swing Line Subsidiary Lender does not make such amount available to the Multicurrency Agent at the time prescribed above, but such amount is received later than 2:00 p.m. that day, such amount may be credited to the Multicurrency Borrower in the manner described in the preceding sentence on the next Business Day (Londonwith interest on such amount to begin accruing hereunder on such next Business Day).
(d) The Multicurrency Borrowers' obligations to pay the principal of, England time) (or at such other time as agreed to by Company and/or and interest on, the applicable Multicurrency Swing Line Subsidiary Loans shall be evidenced by the records of the Multicurrency Agent and the applicable Multicurrency Swing Line Lender and by the Multicurrency Swing Line Notes payable to the Multicurrency Swing Line Lender (or the assignor of such Multicurrency Swing Line Lender) at completed in conformity with this Agreement.
(e) All outstanding principal amounts under each Multicurrency Swing Line Loan shall be due and payable in full (i) on the expiration of the Interest Period applicable to such Multicurrency Swing Line Loan if outstanding as a Multicurrency Transaction Rate Advance, and (ii) on the Maturity Date.
(f) At any time on the request of the Multicurrency Swing Line Lender's Principal Office or at such , each Multicurrency Syndicated Lender other office as may be agreed to by Company and/or than the applicable Multicurrency Swing Line Subsidiary and the applicable Multicurrency Swing Line Lender on the applicable Credit Date by wire transfer of Same Day Funds shall purchase a participating interest in the applicable Multicurrency or as otherwise directed by Company or such Multicurrency Swing Line Subsidiary in the applicable Funding Notice.
(v) Each Multicurrency Swing Line Lender may, by delivery to Multicurrency Facility Agent of a written notice no later than 11:00 a.m. (New York City time) on a Business Day, require each Lender holding a Multicurrency Facility Commitment to irrevocably purchase, and each such Lender shall be deemed to have irrevocably purchased, a participation in such all outstanding Multicurrency Swing Line Loans in an amount equal to its Pro Rata Share of the unpaid amount (based upon on its respective Multicurrency Syndicated Loan Commitment) of such Multicurrency Swing Line Loans (based on the aggregate Dollar Equivalent thereof as determined pursuant to this Section 2.2(c)(v)), together with accrued interest thereon. Each such notice shall state the aggregate amount of Multicurrency Swing Line Loans outstanding as of the date of such notice and an itemization of the amount of each Multicurrency in which such Multicurrency Swing Line Loans are denominated, together with the Dollar Equivalent thereof. Promptly after receipt by Multicurrency Facility Agent of such notice, Multicurrency Facility Agent shall notify each Multicurrency Facility Lender thereofLoans, and within five (5) Business Days, each Multicurrency Facility Lender shall deliver to Multicurrency Facility Agent an amount equal to its respective participation in Same Day Funds in the applicable Multicurrency at Multicurrency Facility Agent's Principal Office; provided, if Multicurrency Facility Agent shall have received, on or prior to the fourth day after the date of receipt of the written notice of Multicurrency Swing Line Lender referred to herein, a notice from any Multicurrency Lender that such Multicurrency Lender intends to fund, at its election as determined in its discretion, its participation in such Multicurrency Swing Line Loans in Dollars, then Multicurrency Facility Agent shall promptly notify each other Multicurrency Lender of such election and all Multicurrency Facility Lenders shall fund their respective participations in Dollars; provided further, in such event from and after such date the applicable Multicurrency Swing Line Loans to which such participations relate shall automatically be converted (at the Spot Rate of Exchange for the Dollar Equivalent of the applicable Multicurrency determined as of the date of such conversion) to, and thereafter for all purposes hereof be treated as, Multicurrency Swing Line Loans denominated in Dollars. Upon receipt thereof, Multicurrency Facility Agent shall promptly make the proceeds of such participations available to the applicable Multicurrency Swing Line Lender by causing an amount of Same Day Funds in the applicable Multicurrency equal to such proceeds to be credited to the account of Multicurrency Swing Line Lender at its Principal Office or at such other office as such Multicurrency Swing Line Lender shall designate furnish each Multicurrency Syndicated Lender with a certificate evidencing such participating interest. Such purchase shall be made on the third Business Day after such request is made; PROVIDED, HOWEVER, that unless an Event of Default has occurred and is continuing on the date such request is made, the purchase of a participating interest in any Multicurrency Swing Line Loan outstanding as a Multicurrency Transaction Rate Advance shall not be required to Multicurrency Facility Agent. In order to evidence further any such participation (and without prejudice to be made until the effectiveness expiration of the applicable participation provisions set forth current Interest Period in this Section 2.2(d)(v)), each applicable Lender agrees to enter into a separate participation agreement at the request of effect for such Multicurrency Swing Line Loan. On the date of such required purchase, each Multicurrency Syndicated Lender in form and substance reasonably satisfactory to each such party. In the event any applicable Lender fails to make available will immediately transfer to the applicable Multicurrency Swing Line Lender, in immediately available funds, the amount of its participation. Whenever, at any time after the Multicurrency Swing Line Lender has received from any such Multicurrency Syndicated Lender the funds for its participating interest in a Multicurrency Swing Line Loan, the Multicurrency Agent receives any payment on account thereof, the Multicurrency Agent will distribute to such Multicurrency Syndicated Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Multicurrency Syndicated Lender's participation as provided hereinparticipating interest was outstanding and funded); PROVIDED, HOWEVER, that if such payment received by the Multicurrency Agent is required to be returned, such Multicurrency Syndicated Lender will return to the Multicurrency Agent any portion thereof previously distributed by the Multicurrency Agent to it. Each Multicurrency Syndicated Lender's obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any setoff, counterclaim, recoupment, defense or other right that such Multicurrency Syndicated Lender or any other Person may have against the Multicurrency Swing Line Lender requesting such purchase or any other Person for any reason whatsoever, (ii) the occurrence or continuation of a Default or an Event of Default or the termination of any of the Commitments, (iii) any adverse change in the condition (financial or otherwise) of the Multicurrency Borrowers, Interface, any of its Consolidated Subsidiaries, or any other Person, (iv) any breach of this Agreement by the Multicurrency Borrower, Interface, or any other Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; PROVIDED, HOWEVER, that no such obligation shall exist (A) to the extent that the aggregate Multicurrency Swing Line Loans were advanced in excess of the Multicurrency Swing Line Commitment then in effect, or (B) with respect to any Multicurrency Swing Line Loan where the Multicurrency Swing Line Lender actually advanced to the applicable Borrower net proceeds from the Multicurrency Swing Line Loan (and therefore was not refunding a previous Multicurrency Swing Line Loan) at a time when (x) the Multicurrency Swing Line Lender had actual knowledge that an Event of Default had occurred and then existed, and (y) the Required Lenders had not agreed to waive such Event of Default for purposes of funding such Multicurrency Swing Line Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by Multicurrency Swing Line Lender for the correction of errors among banks for three Business Days and thereafter at the rate applicable to Multicurrency Loans pursuant to Section 2.9. In the event the applicable Multicurrency Swing Line Lender receives a payment of any amount in which the other applicable Lenders have purchased participations as provided herein, such Multicurrency Swing Line Lender shall promptly distribute to each such other Lender its Pro Rata Share of such payment. A certificate of the applicable Multicurrency Swing Line Lender submitted to any Lender with respect to amounts owing hereunder shall be conclusive in the absence of manifest errorLoan.
Appears in 1 contract
Samples: Credit Agreement (Interface Inc)
Multicurrency Swing Line Loans. (i) During the Multicurrency Facility Commitment Period, subject to the terms and conditions hereof, each Multicurrency Swing Line Lender hereby agrees to make Multicurrency Swing Line Loans to Company and/or each Multicurrency Swing Line Subsidiary as may be designated by Company in the aggregate amount for all Multicurrency Swing Line Lenders up to but not exceeding the Multicurrency Swing Line Sublimit; provided, after giving effect to the making of any Multicurrency Swing Line Loans, in no event shall the Total Utilization of Multicurrency Facility Commitments exceed the Multicurrency Facility Commitments then in effect. Amounts borrowed pursuant to this Section 2.2(d) may be repaid and reborrowed during the Multicurrency Facility Commitment Period. Each Multicurrency Swing Line Lender's Multicurrency Facility Commitment shall expire on the Multicurrency Facility Commitment Termination Date and all Multicurrency Swing Line Loans and all other amounts owed hereunder with respect thereto and the Multicurrency Facility Commitments shall be paid in full no later than such date.
(ii) Multicurrency Swing Line Loans shall be made in an aggregate minimum amount of 500,000 Units of the applicable Multicurrency and integral multiples of 100,000 Units of such Multicurrency in excess of that amount, or in such other amounts as may be agreed to by Company and/or the applicable Multicurrency Swing Line Subsidiary and the applicable Multicurrency Swing Line Lender.
(iii) Whenever Company or Multicurrency Swing Line Subsidiary desires that a Multicurrency Swing Line Lender make a Multicurrency Swing Line Loan, Company shall deliver to such Multicurrency Swing Line Lender and to Multicurrency Facility Agent a Funding Notice no later than 12:00 noon (London, England time) (or at such other time as agreed to by Company and/or the applicable Multicurrency Swing Line Subsidiary and the applicable Multicurrency Swing Line Lender) at each of the applicable Multicurrency Swing Line Lender's and Multicurrency Facility Agent's Principal Offices or at such other office as may be agreed to by Company and/or the applicable Multicurrency Swing Line Subsidiary and the applicable Multicurrency Swing Line Lender on the proposed Credit Date.
(iv) Each Multicurrency Swing Line Lender shall make the amount of its Multicurrency Swing Line Loan available to Company and/or the applicable Multicurrency Swing Line Subsidiary not later than 2:00 p.m. (London, England time) (or at such other time as agreed to by Company and/or the applicable Multicurrency Swing Line Subsidiary and the applicable Multicurrency Swing Line Lender) at such Swing Line Lender's Principal Office or at such other office as may be agreed to by Company and/or the applicable Multicurrency Swing Line Subsidiary and the applicable Multicurrency Swing Line Lender on the applicable Credit Date by wire transfer of Same Day Funds in the applicable Multicurrency or as otherwise directed by Company or such Multicurrency Swing Line Subsidiary in the applicable Funding Notice.
(v) Each Multicurrency Swing Line Lender may, by delivery to Multicurrency Facility Agent of a written notice no later than 11:00 a.m. (New York City time) on a Business Day, require each Lender holding a Multicurrency Facility Commitment to irrevocably purchase, and each such Lender shall be deemed to have irrevocably purchased, a participation in such outstanding Multicurrency Swing Line Loans in an amount equal to its Pro Rata Share of the unpaid amount of such Multicurrency Swing Line Loans (based on the aggregate Dollar Equivalent thereof as determined pursuant to this Section 2.2(c)(v)), together with accrued interest thereon. Each such notice shall state the aggregate amount of Multicurrency Swing Line Loans outstanding as of the date of such notice and an itemization of the amount of each Multicurrency in which such Multicurrency Swing Line Loans are denominated, together with the Dollar Equivalent thereof. Promptly after receipt by Multicurrency Facility Agent of such notice, Multicurrency Facility Agent shall notify each Multicurrency Facility Lender thereof, and within five (5) Business Days, each Multicurrency Facility Lender shall deliver to Multicurrency Facility Agent an amount equal to its respective participation in Same Day Funds in the applicable Multicurrency at Multicurrency Facility Agent's Principal Office; provided, if Multicurrency Facility Agent shall have received, on or prior to the fourth day after the date of receipt of the written notice of Multicurrency Swing Line Lender referred to herein, a notice from any Multicurrency Lender that such Multicurrency Lender intends to fund, at its election as determined in its discretion, its participation in such Multicurrency Swing Line Loans in Dollars, then Multicurrency Facility Agent shall promptly notify each other Multicurrency Lender of such election and all Multicurrency Facility Lenders shall fund their respective participations in Dollars; provided further, in such event from and after such date the applicable Multicurrency Swing Line Loans to which such participations relate shall automatically be converted (at the Spot Rate of Exchange for the Dollar Equivalent of the applicable Multicurrency determined as of the date of such conversion) to, and thereafter for all purposes hereof be treated as, Multicurrency Swing Line Loans denominated in Dollars. Upon receipt thereof, Multicurrency Facility Agent shall promptly make the proceeds of such participations available to the applicable Multicurrency Swing Line Lender by causing an amount of Same Day Funds in the applicable Multicurrency equal to such proceeds to be credited to the account of Multicurrency Swing Line Lender at its Principal Office or at such other office as such Multicurrency Swing Line Lender shall designate to Multicurrency Facility Agent. In order to evidence further any such participation (and without prejudice to the effectiveness of the applicable participation provisions set forth in this Section 2.2(d)(v)), each applicable Lender agrees to enter into a separate participation agreement at the request of such Multicurrency Swing Line Lender in form and substance reasonably satisfactory to each such party. In the event any applicable Lender fails to make available to the applicable Multicurrency Swing Line Lender the amount of such Lender's participation as provided herein, such Multicurrency Swing Line Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by Multicurrency Swing Line Lender for the correction of errors among banks for three Business Days and thereafter at the rate applicable to Multicurrency Loans pursuant to Section 2.9. In the event the applicable Multicurrency Swing Line Lender receives a payment of any amount in which the other applicable Lenders have purchased participations as provided herein, such Multicurrency Swing Line Lender shall promptly distribute to each such other Lender its Pro Rata Share of such payment. A certificate of the applicable Multicurrency Swing Line Lender submitted to any Lender with respect to amounts owing hereunder shall be conclusive in the absence of manifest error.all
Appears in 1 contract
Multicurrency Swing Line Loans. (ia) During the Multicurrency Facility Commitment Period, subject Subject to and upon the terms and conditions hereofherein set forth (including the limitation set forth in Section 4.01), the Multicurrency Swing Line Lender agrees to make to the Multicurrency Borrowers from time to time prior to the Revolver/Multicurrency Maturity Date, Multicurrency Swing Line Loans in U.S. Dollars in an aggregate principal amount outstanding at any time not to exceed the Multicurrency Swing Line Commitment then in effect. The Multicurrency Borrowers shall be entitled to repay and reborrow Multicurrency Swing Line Loans in accordance with the provisions, and subject to the limitations, set forth herein (including the limitation set forth in Section 4.01).
(b) Each Multicurrency Swing Line Loan shall, at the option of the applicable Multicurrency Borrower, be made as a Base Rate Advance or Multicurrency Transaction Rate Advance. The aggregate principal amount of each Multicurrency Swing Line Lender hereby agrees to make Borrowing shall be not less than $250,000 or a greater integral multiple of $1,000. At no time shall the number of Multicurrency Swing Line Loans to Company and/or each Borrowings outstanding under this Section 4.05 exceed three; provided that, for purposes of determining the number of Multicurrency Swing Line Subsidiary as may be designated by Company in the aggregate amount for Borrowings outstanding, all Multicurrency Swing Line Lenders up Borrowings consisting of Base Rate Advances shall be considered as one Multicurrency Swing Line Borrowing.
(c) Whenever a Multicurrency Borrower desires to but not exceeding make a Multicurrency Swing Line Borrowing, such Multicurrency Borrower, or Interface acting on behalf of such Multicurrency Borrower, shall give the Multicurrency Swing Line Sublimit; provided, after giving effect Lender (with a copy to the making Multicurrency Agent) prior written notice (or telephonic notice promptly confirmed in writing) of any such Multicurrency Swing Line Loans, in no event shall Borrowing (each a "Multicurrency Swing Line Borrowing Notice") prior to 10:00 a.m. (Eastern time) on the Total Utilization date of such Multicurrency Facility Commitments exceed the Multicurrency Facility Commitments then in effect. Amounts borrowed pursuant to this Section 2.2(d) may be repaid and reborrowed during the Multicurrency Facility Commitment PeriodSwing Line Borrowing. Each Multicurrency Swing Line Lender's Multicurrency Facility Commitment Borrowing Notice shall expire on specify the aggregate principal amount of the Multicurrency Facility Commitment Termination Date and all Multicurrency Swing Line Loans and all other amounts owed hereunder with respect thereto and the Multicurrency Facility Commitments shall be paid in full no later than such date.Line
(iid) The Multicurrency Borrowers' obligations to pay the principal of, and interest on, the Multicurrency Swing Line Loans shall be made in an aggregate minimum amount of 500,000 Units evidenced by the records of the applicable Multicurrency Agent and integral multiples of 100,000 Units of such Multicurrency in excess of that amount, or in such other amounts as may be agreed to by Company and/or the applicable Multicurrency Swing Line Subsidiary Lender and by the applicable Multicurrency Swing Line Notes payable to the Multicurrency Swing Line Lender (or the assignor of such Multicurrency Swing Line Lender) completed in conformity with this Agreement.
(iiie) Whenever Company or All outstanding principal amounts under each Multicurrency Swing Line Subsidiary desires that a Multicurrency Swing Line Lender make a Multicurrency Swing Line Loan, Company Loan shall deliver be due and payable in full (i) on the expiration of the Interest Period applicable to such Multicurrency Swing Line Lender Loan if outstanding as a Multicurrency Transaction Rate Advance, and to (ii) on the Revolver/Multicurrency Facility Agent a Funding Notice no later than 12:00 noon Maturity Date.
(London, England timef) (or at such other At any time as agreed to by Company and/or on the applicable Multicurrency Swing Line Subsidiary and request of the applicable Multicurrency Swing Line Lender) at , each of Multicurrency Syndicated Lender other than the applicable Multicurrency Swing Line Lender's and Multicurrency Facility Agent's Principal Offices or at such other office as may be agreed to by Company and/or the applicable Multicurrency Swing Line Subsidiary and the applicable Multicurrency Swing Line Lender on the proposed Credit Date.
(iv) Each Multicurrency Swing Line Lender shall make the amount of its Multicurrency Swing Line Loan available to Company and/or the applicable Multicurrency Swing Line Subsidiary not later than 2:00 p.m. (London, England time) (or at such other time as agreed to by Company and/or the applicable Multicurrency Swing Line Subsidiary and the applicable Multicurrency Swing Line Lender) at such Swing Line Lender's Principal Office or at such other office as may be agreed to by Company and/or the applicable Multicurrency Swing Line Subsidiary and the applicable Multicurrency Swing Line Lender on the applicable Credit Date by wire transfer of Same Day Funds purchase a participating interest in the applicable Multicurrency or as otherwise directed by Company or such Multicurrency Swing Line Subsidiary in the applicable Funding Notice.
(v) Each Multicurrency Swing Line Lender may, by delivery to Multicurrency Facility Agent of a written notice no later than 11:00 a.m. (New York City time) on a Business Day, require each Lender holding a Multicurrency Facility Commitment to irrevocably purchase, and each such Lender shall be deemed to have irrevocably purchased, a participation in such all outstanding Multicurrency Swing Line Loans in an amount equal to its Pro Rata Share (based upon on its respective Multicurrency Syndicated Loan Commitment) of the unpaid amount of - 52 - such Multicurrency Swing Line Loans (based on the aggregate Dollar Equivalent thereof as determined pursuant to this Section 2.2(c)(v)), together with accrued interest thereon. Each such notice shall state the aggregate amount of Multicurrency Swing Line Loans outstanding as of the date of such notice and an itemization of the amount of each Multicurrency in which such Multicurrency Swing Line Loans are denominated, together with the Dollar Equivalent thereof. Promptly after receipt by Multicurrency Facility Agent of such notice, Multicurrency Facility Agent shall notify each Multicurrency Facility Lender thereofLoans, and within five (5) Business Days, each Multicurrency Facility Lender shall deliver to Multicurrency Facility Agent an amount equal to its respective participation in Same Day Funds in the applicable Multicurrency at Multicurrency Facility Agent's Principal Office; provided, if Multicurrency Facility Agent shall have received, on or prior to the fourth day after the date of receipt of the written notice of Multicurrency Swing Line Lender referred to herein, a notice from any Multicurrency Lender that such Multicurrency Lender intends to fund, at its election as determined in its discretion, its participation in such Multicurrency Swing Line Loans in Dollars, then Multicurrency Facility Agent shall promptly notify each other Multicurrency Lender of such election and all Multicurrency Facility Lenders shall fund their respective participations in Dollars; provided further, in such event from and after such date the applicable Multicurrency Swing Line Loans to which such participations relate shall automatically be converted (at the Spot Rate of Exchange for the Dollar Equivalent of the applicable Multicurrency determined as of the date of such conversion) to, and thereafter for all purposes hereof be treated as, Multicurrency Swing Line Loans denominated in Dollars. Upon receipt thereof, Multicurrency Facility Agent shall promptly make the proceeds of such participations available to the applicable Multicurrency Swing Line Lender by causing an amount of Same Day Funds in the applicable Multicurrency equal to such proceeds to be credited to the account of Multicurrency Swing Line Lender at its Principal Office or at such other office as such Multicurrency Swing Line Lender shall designate furnish each Multicurrency Syndicated Lender with a certificate evidencing such participating interest. Such purchase shall be made on the third Business Day after such request is made; provided, however, that unless an Event of Default has occurred and is continuing on the date such request is made, the purchase of a participating interest in any Multicurrency Swing Line Loan outstanding as a Multicurrency Transaction Rate Advance shall not be required to Multicurrency Facility Agent. In order to evidence further any such participation (and without prejudice to be made until the effectiveness expiration of the applicable participation provisions set forth current Interest Period in this Section 2.2(d)(v)), each applicable Lender agrees to enter into a separate participation agreement at the request of effect for such Multicurrency Swing Line Loan. On the date of such required purchase, each Multicurrency Syndicated Lender in form and substance reasonably satisfactory to each such party. In the event any applicable Lender fails to make available will immediately transfer to the applicable Multicurrency Swing Line Lender, in immediately available funds, the amount of its participation. Whenever, at any time after the Multicurrency Swing Line Lender has received from any such Multicurrency Syndicated Lender the funds for its participating interest in a Multicurrency Swing Line Loan, the Multicurrency Agent receives any payment on account thereof, the Multicurrency Agent will distribute to such Multicurrency Syndicated Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Multicurrency Syndicated Lender's participation as provided hereinparticipating interest was outstanding and funded); provided, however, that if such payment received by the Multicurrency Agent is required to be returned, such Multicurrency Syndicated Lender will return to the Multicurrency Agent any portion thereof previously distributed by the Multicurrency Agent to it. Each Multicurrency Syndicated Lender's obligation to purchase such participating interests shall be absolute and unconditional and shall not be affected by any circumstance, including without limitation (i) any setoff, counterclaim, recoupment, defense or other right that such Multicurrency Syndicated Lender or any other Person may have against the Multicurrency Swing Line Lender requesting such purchase or any other Person for any reason whatsoever, (ii) the occurrence or continuation of a Default or an Event of Default or the termination of any of the Commitments, (iii) any adverse change in the condition (financial or otherwise) of the Multicurrency Borrowers, Interface, any of its Consolidated Subsidiaries, or any other Person, (iv) any breach of this Agreement by the Multicurrency Borrower, Interface, or any other Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, however, that no such obligation shall exist (A) to the extent that the aggregate Multicurrency Swing Line Loans were advanced in excess of the Multicurrency Swing Line Commitment then in effect, or (B) with respect to any Multicurrency Swing Line Loan where the Multicurrency Swing Line Lender actually advanced to the applicable Borrower net proceeds from the Multicurrency Swing Line Loan (and therefore was not refunding a previous Multicurrency Swing Line Loan) at a time when (x) the Multicurrency Swing Line Lender had actual knowledge that an Event of Default had occurred and then existed, and (y) the Required Lenders had not agreed to waive such Event of Default for purposes of funding such Multicurrency Swing Line Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon at the rate customarily used by Multicurrency Swing Line Lender for the correction of errors among banks for three Business Days and thereafter at the rate applicable to Multicurrency Loans pursuant to Section 2.9. In the event the applicable Multicurrency Swing Line Lender receives a payment of any amount in which the other applicable Lenders have purchased participations as provided herein, such Multicurrency Swing Line Lender shall promptly distribute to each such other Lender its Pro Rata Share of such payment. A certificate of the applicable Multicurrency Swing Line Lender submitted to any Lender with respect to amounts owing hereunder shall be conclusive in the absence of manifest errorLoan.
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Samples: Credit Agreement (Interface Inc)
