Common use of Payment of Swingline Loans Clause in Contracts

Payment of Swingline Loans. (i) Subject to the fulfillment of all applicable conditions set forth herein, (A) by no later than 3:00 p.m. on the date specified in the related Swingline Borrowing Request as the borrowing date, the Swingline Lender shall wire the proceeds of each Swingline Borrowing to the Administrative Agent at the account designated in writing by the Administrative Agent, in immediately available funds, and (B) by no later than 4:00 p.m. on such date, the Administrative Agent shall (1) if the account specified in the related Swingline Borrowing Request is maintained with the Administrative Agent, deposit such proceeds, in immediately available funds, into such account, and (2) otherwise, initiate a wire transfer of such proceeds to the account specified in the related Swingline Borrowing Request. Absent contrary written notice from the Swingline Lender, the Administrative Agent may assume that the Swingline Lender has made the requested Swingline Borrowing available to the Administrative Agent on the applicable borrowing date, and the Administrative Agent may, in reliance upon such assumption (but is not required to), make available to the requesting Borrower a corresponding amount. If the Swingline Lender fails to make any requested Swingline Borrowing available to the Administrative Agent on the applicable borrowing date, then the Administrative Agent may recover the applicable amount on demand: (i) from the Swingline Lender, together with interest at the Federal Funds Rate for the period commencing on the date the amount was made available to the applicable Borrower by the Administrative Agent and ending on (but excluding) the date the Administrative Agent recovers the amount from the Swingline Lender; or (ii) from the requesting Borrower by the designated time for repayment of such Swingline Loan, together with interest at a rate per annum equal to the Reference Rate for the period commencing on the borrowing date and ending on (but excluding) the date the Administrative Agent recovers the amount from such Borrower. (ii) In consideration for the Swingline Lender’s agreement to make Swingline Loans, each Borrower hereby authorizes, empowers, and directs the Administrative Agent, for the benefit of the Swingline Lender, to disburse directly, as a Borrowing hereunder, to the Swingline Lender, in immediately available funds, the amount disbursed by the Swingline Lender in connection with each Swingline Loan plus all interest, costs and expenses, and fees due to the Swingline Lender pursuant to this Credit Agreement. In accordance with the Borrowing Request submitted in connection with each Swingline Loan, each Lender shall pay to the Administrative Agent such Lender’s Pro Rata Share of the amounts disbursed, accrued or incurred by the Swingline Lender in connection with each Swingline Loan no later than two (2) Business Days following the funding date of the related Swingline Loan upon request therefor by the Administrative Agent, whereupon the Administrative Agent shall disburse to the Swingline Lender its ratable share of such Lender’s payment, and the amount owed to the Swingline Lender shall be deemed repaid by the applicable Borrower for all purposes hereunder to the extent of such Lender’s payment; provided, however, that notwithstanding the foregoing, the Administrative Agent shall be entitled to satisfy from the Swingline Lender’s ratable share of each such Lender’s payment any amounts owing to the Administrative Agent from the Swingline Lender pursuant to Section 2.6(f)(i). By no later than 5:00 p.m. on the date of any payments by the Lenders pursuant to this Section 2.6(f)(ii), the Administrative Agent shall notify the applicable Borrower of such payments; provided that the failure to give such notice will not affect the validity of such payments, and the Administrative Agent shall provide the Lenders with notice thereof. Any such payments made by the Lenders to the Administrative Agent on account of a Swingline Loan shall be deemed a Reference Rate Loan. The obligations of a Lender to make payments to the Administrative Agent for the account of the Swingline Lender under this Section 2.6(f)(ii) shall be irrevocable, shall not be subject to any qualification or exception whatsoever, and shall, irrespective of the satisfaction of the conditions to the making of any other Loans described in Section 2.3(a), 6.1, or 6.2, each as applicable, be honored in accordance with this Section 2.6(f)(ii) under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Credit Agreement or any of the other Loan Documents; (ii) the existence of any claim, counterclaim, setoff, defense or other right which any Borrower may have at any time against the Administrative Agent, the Swingline Lender, any Lender or any other Person, whether in connection with this Credit Agreement, any Swingline Loan, the transactions contemplated herein or any unrelated transactions; (iii) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; or (iv) the occurrence of any Event of Default or Potential Default with respect to the applicable Borrower or any Affiliate thereof. (iii) If a Lender fails to make available to the Administrative Agent any amount required of such Lender under Section 2.6(f)(ii), then the Swingline Lender and the Administrative Agent, to the extent the applicable Swingline Loan was funded by the Administrative Agent as a result of the failure of the Swingline Lender to fund the Swingline Loan pursuant to Section 2.6(f)(ii) (and solely the Administrative Agent in the event such Swingline Loan was funded entirely by the Administrative Agent), may recover such amount on demand: (A) from such Lender, together with interest at the Federal Funds Rate for the period commencing on the date such amount was due under Section 2.6(f)(ii) and ending on (but excluding) the date the Swingline Lender and/or the Administrative Agent, as applicable, recover such amount from such Lender; or (B) from each requesting Borrower by the designated time for repayment of such Swingline Loan, together with interest at the Reference Rate for the period commencing on the date such amount was due from the applicable Lender under Section 2.6(f)(ii) and ending on (but excluding) the date the Swingline Lender and/or the Administrative Agent, as applicable, shall recover such amount from such Borrower.

Payment of Swingline Loans. (i) Subject to the fulfillment of all applicable conditions set forth herein, (A) by no later than 3:00 p.m. on the date specified in the related Swingline Borrowing USActive 51532649.853699586.5 Request as the borrowing date, the Swingline Lender shall wire the proceeds of each Swingline Borrowing to the Administrative Agent at the account designated in writing by the Administrative Agent, in immediately available funds, and (B) by no later than 4:00 p.m. on such date, the Administrative Agent shall (1) if the account specified in the related Swingline Borrowing Request is maintained with the Administrative Agent, deposit such proceeds, in immediately available funds, into such account, and (2) otherwise, initiate a wire transfer of such proceeds to the account specified in the related Swingline Borrowing Request. Absent contrary written notice from the Swingline Lender, the Administrative Agent may assume that the Swingline Lender has made the requested Swingline Borrowing available to the Administrative Agent on the applicable borrowing date, and the Administrative Agent may, in reliance upon such assumption (but is not required to), make available to the requesting Borrower a corresponding amount. If the Swingline Lender fails to make any requested Swingline Borrowing available to the Administrative Agent on the applicable borrowing date, then the Administrative Agent may recover the applicable amount on demand: (i) from the Swingline Lender, together with interest at the Federal Funds Rate for the period commencing on the date the amount was made available to the applicable Borrower by the Administrative Agent and ending on (but excluding) the date the Administrative Agent recovers the amount from the Swingline Lender; or (ii) from the requesting Borrower by the designated time for repayment of such Swingline Loan, together with interest at a rate per annum equal to the Reference Rate for the period commencing on the borrowing date and ending on (but excluding) the date the Administrative Agent recovers the amount from such Borrower. (ii) In consideration for the Swingline Lender’s agreement to make Swingline Loans, each Borrower hereby authorizes, empowers, and directs the Administrative Agent, for the benefit of the Swingline Lender, to disburse directly, as a Borrowing hereunder, to the Swingline Lender, in immediately available funds, the amount disbursed by the Swingline Lender in connection with each Swingline Loan plus all interest, costs and expenses, and fees due to the Swingline Lender pursuant to this Credit Agreement. In accordance with the Borrowing Request submitted in connection with each Swingline Loan, each Lender shall pay to the Administrative Agent such Lender’s Pro Rata Share of the amounts disbursed, accrued or incurred by the Swingline Lender in connection with each Swingline Loan no later than two (2) Business Days following the funding date of the related Swingline Loan upon request therefor by the Administrative Agent, whereupon the Administrative Agent shall disburse to the Swingline Lender its ratable share of such Lender’s payment, and the amount owed to the Swingline Lender shall be deemed repaid by the applicable Borrower for all purposes hereunder to the extent of such Lender’s payment; provided, however, that notwithstanding the foregoing, the Administrative Agent shall be entitled to satisfy from the Swingline Lender’s ratable share of each such Lender’s payment any amounts owing to the Administrative Agent from the Swingline Lender pursuant to Section 2.6(f)(i). By no later than 5:00 p.m. on the date of any payments by the Lenders pursuant to this Section 2.6(f)(ii), the Administrative Agent shall notify the applicable Borrower of such payments; provided that the failure to give such notice will not affect the validity of such payments, and the Administrative Agent shall provide the Lenders with notice thereof. Any such payments made by the Lenders to the Administrative Agent on account of a Swingline Loan shall USActive 51532649.853699586.5 be deemed a Reference Rate Loan. The obligations of a Lender to make payments to the Administrative Agent for the account of the Swingline Lender under this Section 2.6(f)(ii) shall be irrevocable, shall not be subject to any qualification or exception whatsoever, and shall, irrespective of the satisfaction of the conditions to the making of any other Loans described in Section 2.3(a), 6.1, or 6.2, each as applicable, be honored in accordance with this Section 2.6(f)(ii) under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Credit Agreement or any of the other Loan Documents; (ii) the existence of any claim, counterclaim, setoff, defense or other right which any Borrower may have at any time against the Administrative Agent, the Swingline Lender, any Lender or any other Person, whether in connection with this Credit Agreement, any Swingline Loan, the transactions contemplated herein or any unrelated transactions; (iii) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; or (iv) the occurrence of any Event of Default or Potential Default with respect to the applicable Borrower or any Affiliate thereof. (iii) If a Lender fails to make available to the Administrative Agent any amount required of such Lender under Section 2.6(f)(ii), then the Swingline Lender and the Administrative Agent, to the extent the applicable Swingline Loan was funded by the Administrative Agent as a result of the failure of the Swingline Lender to fund the Swingline Loan pursuant to Section 2.6(f)(ii) (and solely the Administrative Agent in the event such Swingline Loan was funded entirely by the Administrative Agent), may recover such amount on demand: (A) from such Lender, together with interest at the Federal Funds Rate for the period commencing on the date such amount was due under Section 2.6(f)(ii) and ending on (but excluding) the date the Swingline Lender and/or the Administrative Agent, as applicable, recover such amount from such Lender; or (B) from each requesting Borrower by the designated time for repayment of such Swingline Loan, together with interest at the Reference Rate for the period commencing on the date such amount was due from the applicable Lender under Section 2.6(f)(ii) and ending on (but excluding) the date the Swingline Lender and/or the Administrative Agent, as applicable, shall recover such amount from such Borrower.

Payment of Swingline Loans. (i) Subject to the fulfillment of all applicable conditions set forth herein, (A) by no later than 3:00 p.m. on the date specified in the related Swingline Borrowing Request as the borrowing date, the Swingline Lender shall wire the proceeds of each Swingline Borrowing to the Administrative Agent at the account designated in writing by the Administrative Agent, in immediately available funds, and (B) by no later than 4:00 p.m. on such date, the Administrative Agent shall (1) if the account specified in the related Swingline Borrowing Request is maintained with the Administrative Agent, deposit such proceeds, in immediately available funds, into such account, and (2) otherwise, initiate a wire transfer of such proceeds to the account specified in the related Swingline Borrowing Request. Absent contrary written notice from the Swingline Lender, the Administrative Agent may assume that the Swingline Lender has made the requested Swingline Borrowing available to the Administrative Agent on the applicable borrowing date, and the Administrative Agent may, in reliance upon such assumption (but is not required to), make available to the requesting Borrower a corresponding amount. If the Swingline Lender fails to make any requested Swingline Borrowing available to the Administrative Agent on the applicable borrowing date, then the Administrative Agent may recover the applicable amount on demand: (i) from the Swingline Lender, together with interest at the Federal Funds Rate for the period commencing on the date the amount was made available to the applicable Borrower by the Administrative Agent and ending on (but excluding) the date the Administrative Agent recovers the amount from the Swingline Lender; or (ii) from the requesting Borrower by the designated time for repayment of such Swingline Loan, together with interest at a rate per annum equal to the Reference Rate for the period commencing on the borrowing date and ending on (but excluding) the date the Administrative Agent recovers the amount from such Borrower. (ii) In consideration for the Swingline Lender’s agreement to make Swingline Loans, each Borrower hereby authorizes, empowers, and directs the Administrative Agent, for the benefit of the Swingline Lender, to disburse directly, as a Borrowing hereunder, to the Swingline Lender, in immediately available funds, the amount disbursed by the Swingline Lender in connection with each Swingline Loan plus all interest, costs and expenses, and fees due to the Swingline Lender pursuant to this Credit Agreement. In accordance with the Swingline Borrowing Request submitted in connection with each Swingline Loan, each Lender shall pay to the Administrative Agent such Lender’s Pro Rata Share of the amounts disbursed, accrued or incurred by the Swingline Lender in connection with each Swingline Loan no later than two (2) Business Days following the funding date of the related Swingline Loan upon request therefor by the Administrative Agent, whereupon the Administrative Agent shall disburse to the Swingline Lender its ratable share of such Lender’s payment, and the amount owed to the Swingline Lender shall be deemed repaid by the applicable Borrower for all purposes hereunder to the extent of such Lender’s payment; provided, however, that notwithstanding the foregoing, the Administrative Agent shall be entitled to satisfy from the Swingline Lender’s ratable share of each such Lender’s payment any amounts owing to the Administrative Agent from the Swingline Lender pursuant to Section 2.6(f)(i). By no later than 5:00 p.m. on the date of any payments by the Lenders pursuant to this Section 2.6(f)(ii), the Administrative Agent shall notify the applicable Borrower of such payments; provided that the failure to give such notice will not affect the validity of such payments, and the Administrative Agent shall provide the Lenders with notice thereof. Any such payments made by the Lenders to the Administrative Agent on account of a Swingline Loan shall be deemed a Reference Rate Loan. The obligations of a Lender to make payments to the Administrative Agent for the account of the Swingline Lender under this Section 2.6(f)(ii) shall be irrevocable, shall not be subject to any qualification or exception whatsoever, and shall, irrespective of the satisfaction of the conditions to the making of any other Loans described in Section 2.3(a), 6.1, or 6.2, each as applicable, be honored in accordance with this Section 2.6(f)(ii) under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Credit Agreement or any of the other Loan Documents; (ii) the existence of any claim, counterclaim, setoff, defense or other right which any Borrower may have at any time against the Administrative Agent, the Swingline Lender, any Lender or any other Person, whether in connection with this Credit Agreement, any Swingline Loan, the transactions contemplated herein or any unrelated transactions; (iii) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; or (iv) the occurrence of any Event of Default or Potential Default with respect to the applicable Borrower or any Affiliate thereof. (iii) If a Lender fails to make available to the Administrative Agent any amount required of such Lender under Section 2.6(f)(ii), then the Swingline Lender and the Administrative Agent, to the extent the applicable Swingline Loan was funded by the Administrative Agent as a result of the failure of the Swingline Lender to fund the Swingline Loan pursuant to Section 2.6(f)(ii) (and solely the Administrative Agent in the event such Swingline Loan was funded entirely by the Administrative Agent), may recover such amount on demand: (A) from such Lender, together with interest at the Federal Funds Rate for the period commencing on the date such amount was due under Section 2.6(f)(ii) and ending on (but excluding) the date the Swingline Lender and/or the Administrative Agent, as applicable, recover such amount from such Lender; or (B) from each requesting Borrower by the designated time for repayment of such Swingline Loan, together with interest at the Reference Rate for the period commencing on the date such amount was due from the applicable Lender under Section 2.6(f)(ii) and ending on (but excluding) the date the Swingline Lender and/or the Administrative Agent, as applicable, shall recover such amount from such Borrower.

Payment of Swingline Loans. (i) Subject to the fulfillment of all applicable conditions set forth herein, (A) by no later than 3:00 p.m. on the date specified in the related Swingline Borrowing Request as the borrowing date, the Swingline Lender shall wire the proceeds of each Swingline Borrowing to the Administrative Agent at the account designated in writing by the Administrative Agent, in immediately available funds, and (B) by no later than 4:00 p.m. on such date, the Administrative Agent shall (1) if the account specified in the related Swingline Borrowing Request is maintained with the Administrative Agent, deposit such proceeds, in immediately available funds, into such account, and (2) otherwise, initiate a wire transfer of such proceeds to the account specified in the related Swingline Borrowing Request. Absent contrary written notice from the Swingline Lender, the Administrative Agent may assume that the Swingline Lender has made the requested Swingline Borrowing available to the Administrative Agent on the applicable borrowing date, and the Administrative Agent may, in reliance upon such assumption (but is not required to), make available to the requesting Borrower a corresponding amount. If the Swingline Lender fails to make any requested Swingline Borrowing available to the Administrative Agent on the applicable borrowing date, then the Administrative Agent may recover the applicable amount on demand: (i) from the Swingline Lender, together with interest at the Federal Funds Rate for the period commencing on the date the amount was made available to the applicable Borrower by the Administrative Agent and ending on (but excluding) the date the Administrative Agent recovers the amount from the Swingline Lender; or (ii) from the requesting Borrower by the designated time for repayment of such Swingline Loan, together with interest at a rate per annum equal to the Reference Rate for the period commencing on the borrowing date and ending on (but excluding) the date the Administrative Agent recovers the amount from such Borrower. (ii) In consideration for the Swingline Lender’s agreement to make Swingline Loans, each Borrower hereby authorizes, empowers, and directs the Administrative Agent, for the benefit of the Swingline Lender, to disburse directly, as a Borrowing hereunder, to the Swingline Lender, in immediately available funds, the amount disbursed by the Swingline Lender in connection with each Swingline Loan plus all interest, costs and expenses, and fees due to the Swingline Lender pursuant to this Credit Agreement. In accordance with the Swingline Borrowing Request submitted in connection with each Swingline Loan, each Lender shall pay to the Administrative Agent such Lender’s Pro Rata Share of the amounts disbursed, accrued or incurred by the Swingline Lender in connection with each Swingline Loan no later than two (2) Business Days following on the funding date of the related specified in such Swingline Loan Borrowing Request upon request therefor by the Administrative Agent, whereupon the Administrative Agent shall disburse to the Swingline Lender its ratable share of such Lender’s payment, and the amount owed to the Swingline Lender shall be deemed repaid by the applicable Borrower for all purposes hereunder to the extent of such Lender’s payment; provided, however, that notwithstanding the foregoing, the Administrative Agent shall be entitled to satisfy from the Swingline Lender’s ratable share of each such Lender’s payment any amounts owing to the Administrative Agent from the Swingline Lender pursuant to Section 2.6(f)(i). By no later than 5:00 p.m. on the date of any payments by the Lenders pursuant to this Section 2.6(f)(ii), the Administrative Agent shall notify the applicable Borrower of such payments; provided that the failure to give such notice will not affect the validity of such payments, and the Administrative Agent shall provide the Lenders with notice thereof. Any such payments made by the Lenders to the Administrative Agent on account of a Swingline Loan shall be deemed a Reference Rate Loan. The obligations of a Lender to make payments to the Administrative Agent for the account of the Swingline Lender under this Section 2.6(f)(ii) shall be irrevocable, shall not be subject to any qualification or exception whatsoever, and shall, irrespective of the satisfaction of the conditions to the making of any other Loans described in Section 2.3(a), 6.1, or 6.2, each as applicable, be honored in accordance with this Section 2.6(f)(ii) under all circumstances, including, without limitation, any of the following circumstances: (i) any lack of validity or enforceability of this Credit Agreement or any of the other Loan Documents; (ii) the existence of any claim, counterclaim, setoff, defense or other right which any Borrower may have at any time against the Administrative Agent, the Swingline Lender, any Lender or any other Person, whether in connection with this Credit Agreement, any Swingline Loan, the transactions contemplated herein or any unrelated transactions; (iii) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; or (iv) the occurrence of any Event of Default or Potential Default with respect to the applicable Borrower or any Affiliate thereof. (iii) If a Lender fails to make available to the Administrative Agent any amount required of such Lender under Section 2.6(f)(ii), then the Swingline Lender and the Administrative Agent, to the extent the applicable Swingline Loan was funded by the Administrative Agent as a result of the failure of the Swingline Lender to fund the Swingline Loan pursuant to Section 2.6(f)(ii) (and solely the Administrative Agent in the event such Swingline Loan was funded entirely by the Administrative Agent), may recover such amount on demand: (A) from such Lender, together with interest at the Federal Funds Rate for the period commencing on the date such amount was due under Section 2.6(f)(ii) and ending on (but excluding) the date the Swingline Lender and/or the Administrative Agent, as applicable, recover such amount from such Lender; or (B) from each requesting Borrower by the designated time for repayment of such Swingline Loan, together with interest at the Reference Rate for the period commencing on the date such amount was due from the applicable Lender under Section 2.6(f)(ii) and ending on (but excluding) the date the Swingline Lender and/or the Administrative Agent, as applicable, shall recover such amount from such Borrower.