Procedure for Borrowing Swingline Loans. (i) The Borrower may request a Swingline Loan by giving the Administrative Agent and the Swingline Lender notice pursuant to (1) a Notice of Swingline Borrowing, (2) a telephonic notice, or (3) a notice sent by telecopy, electronic mail or other similar form of communication (each, a “Requested Swingline Borrowing”). Each notice for a Requested Swingline Borrowing shall be delivered to the Swingline Lender no later than 11:00 a.m. Central time on the proposed date of such borrowing. Any telephonic notice shall include all information to be specified in a written Notice of Swingline Borrowing and shall be promptly confirmed in writing by the Borrower pursuant to a Notice of Swingline Borrowing sent to the Swingline Lender by telecopy, electronic mail or similar form of communication on the same day of the giving of such telephonic notice. Not later than 1:00 p.m. Central time on the date of the requested Swingline Loan and subject to satisfaction of the applicable conditions set forth in Section 6.2 for such borrowing, the Swingline Lender will make the proceeds of such Swingline Loan available to the Borrower in Dollars, in immediately available funds, at the account specified by the Borrower in the Disbursement Instruction Agreement. The Borrower hereby agrees to indemnify and hold harmless the Administrative Agent and the Swingline Lender for any losses, claims, damages, liabilities and related expenses incurred by any Administrative Agent and/or the Swingline Lender or asserted against Administrative Agent and/or the Swingline Lender by any Person as a result of insufficient or incorrect information being given by the Borrower in connection with any notice for a Requested Swingline Borrowing given pursuant to clauses (2) or (3) above. (ii) In addition, so long as no Default or Event of Default then exists, a Swingline Loan shall be deemed automatically requested by the Borrower (and the Borrower hereby irrevocably directs the Swingline Lender to act on its behalf for such automatic request) in the event and to the extent there are insufficient funds in the Account to cover any payment obligations made by the Borrower to third parties in the form of checks or wire transfers from the Account (each, an “Automatic Swingline Borrowing”). Each Swingline Loan made as an Automatic Swingline Borrowing shall be made in an amount equal to the greater of (i) $1,000,000 and (ii) the actual amount necessary to clear all such overdrafts for a given day, provided in no event greater than the Swingline Availability but in no event more than the Swingline Commitment. The Borrower hereby agrees to indemnify and hold harmless the Administrative Agent and the Swingline Lender for any losses, claims, damages, liabilities and related expenses incurred by any Administrative Agent and/or the Swingline Lender or asserted against Administrative Agent and/or the Swingline Lender by any Person in connection with any Automatic Swingline Borrowing.
Appears in 7 contracts
Samples: Fifth Amended and Restated Credit Agreement (LGI Homes, Inc.), Credit Agreement (LGI Homes, Inc.), Second Amendment to Fifth Amended and Restated Credit Agreement (LGI Homes, Inc.)
Procedure for Borrowing Swingline Loans. (i) The Borrower may request a Swingline Loan by giving shall give the Administrative Agent and the Swingline Lender notice of a borrowing of a Swingline Loan pursuant to (1) a Notice of Swingline Borrowing, (2) a telephonic notice, or (3) a notice sent by telecopy, electronic mail or other similar form of communication (each, a “Requested Swingline Borrowing”). Each notice for a Requested Swingline Borrowing shall be delivered to the Swingline Lender no later than 11:00 9:00 a.m. Central San Francisco time on the proposed date of such borrowing. Any telephonic notice If the Borrower intends to repay all or any portion of such Swingline Loan with the proceeds of Revolving Advances, then the Borrower shall include all information also deliver to be specified in a written the Agent together with such Notice of Swingline Borrowing and shall be promptly confirmed in writing by the Borrower pursuant to a Notice of Swingline Borrowing sent to the Swingline Lender by telecopy, electronic mail or similar form of communication on the same day of the giving of for such telephonic noticeRevolving Advances. Not later than 1:00 p.m. Central 10:00 a.m. San Francisco time on the date of the requested Swingline Loan and subject to satisfaction of the applicable conditions set forth in Section 6.2 5.2 for such borrowing, the Swingline Lender will make the proceeds of such Swingline Loan available to the Borrower in Dollars, in immediately available funds, at the account specified by the Borrower in the Disbursement Instruction AgreementNotice of Swingline Borrowing. The Borrower hereby authorizes Swingline Lender to disburse the proceeds of any Swingline Loan as requested by an authorized representative of the Borrower to any of the accounts designated in Exhibit J hereto. Borrower agrees to indemnify be bound by any transfer request: (i) authorized or transmitted by Borrower; or, (ii) made in Borrower’s name and hold harmless accepted by Swingline Lender in good faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Swingline Lender may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the Administrative Agent information provided by Borrower identifies a different bank or account holder than named by the Borrower. Swingline Lender is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Swingline Lender takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Swingline Lender takes these actions Swingline Lender will not in any situation be liable for failing to take or correctly perform these actions in the future and such actions shall not become any part of the transfer exhibit10175a.htm disbursement procedures authorized under this provision, the Loan Documents, or any agreement between Swingline Lender and Borrower. Borrower agrees to notify Swingline Lender of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within 14 days after Swingline Lender’s confirmation to Borrower of such transfer. Swingline Lender will, in its sole discretion, determine the funds transfer system and the means by which each transfer will be made. Swingline Lender for any losses, claims, damages, liabilities and related expenses incurred by any Administrative Agent and/or may delay or refuse to accept a funds transfer request if the transfer would: (i) violate the terms of this authorization; (ii) require use of a bank unacceptable to Swingline Lender or asserted against Administrative Agent and/or prohibited by any Governmental Authority; (iii) cause Swingline Lender to violate any Federal Reserve or other regulatory risk control program or guideline; or (iv) otherwise cause Swingline Lender to violate any Applicable Law. Swingline Lender shall not be liable to Borrower or any other parties for (i) errors, acts or failures to act of others, including other entities, banks, communications carriers or clearinghouses, through which Borrower’s transfers may be made or information received or transmitted, and no such entity shall be deemed an agent of the Swingline Lender by any Person as a result of insufficient or incorrect information being given by the Borrower in connection with any notice for a Requested Swingline Borrowing given pursuant to clauses (2) or (3) above.
Lender, (ii) In additionany loss, so long as no Default liability or Event delay caused by fires, earthquakes, wars, civil disturbances, power surges or failures, acts of Default then existsgovernment, a labor disputes, failures in communications networks, legal constraints or other events beyond Swingline Loan shall be deemed automatically requested by the Borrower Lender’s control, or (and the Borrower hereby irrevocably directs the Swingline Lender to act on its behalf for such automatic requestiii) in the event and to the extent there are insufficient funds in the Account to cover any payment obligations made by the Borrower to third parties in the form of checks special, consequential, indirect or wire transfers from the Account (each, an “Automatic Swingline Borrowing”). Each Swingline Loan made as an Automatic Swingline Borrowing shall be made in an amount equal to the greater of (i) $1,000,000 and (ii) the actual amount necessary to clear all such overdrafts for a given day, provided in no event greater than the Swingline Availability but in no event more than the Swingline Commitment. The Borrower hereby agrees to indemnify and hold harmless the Administrative Agent and the Swingline Lender for any losses, claims, punitive damages, liabilities and related expenses incurred by whether or not (a) any Administrative Agent and/or the claim for these damages is based on tort or contract or (b) Swingline Lender or asserted against Administrative Agent and/or Borrower knew or should have known the likelihood of these damages in any situation. Swingline Lender by any Person makes no representations or warranties other than those expressly made in connection with any Automatic Swingline Borrowingthis Agreement.
Appears in 1 contract
Samples: Unsecured Credit Agreement (CBL & Associates Properties Inc)
Procedure for Borrowing Swingline Loans. (a) The Company shall provide the Administrative Agent irrevocable notice of any Swingline Loan requested hereunder (which notice must be received by the Administrative Agent prior to 3:00 p.m. (San Francisco time) on the requested Borrowing Date) specifying:
(i) The Borrower may request the amount of the Borrowing, which shall be in an amount equal to or greater than Two Hundred Fifty Thousand Dollars ($250,000) unless otherwise agreed by the Swingline Bank;
(ii) the requested Borrowing Date, which shall be a Business Day;
(iii) for Swingline Loans other than Swingline Loans bearing interest at the Base Rate, the date on which such Swingline Loan shall be repayable in full which date shall be not less than one nor more than seven days after the requested Borrowing Date; and
(iv) that the requested Borrowing is to comprise Swingline Loans. Any notice given by giving the Administrative Agent and the Swingline Lender notice Company pursuant to (1this subsection 2.4(a) a Notice of Swingline Borrowing, (2) a telephonic notice, or (3) a notice sent by telecopy, electronic mail or other similar form of communication (each, a “Requested Swingline Borrowing”). Each notice for a Requested Swingline Borrowing may be oral but shall be delivered to the Swingline Lender no later than 11:00 a.m. Central time on the proposed date of such borrowing. Any telephonic notice shall include all information to be specified in immediately confirmed by a written Notice of Swingline Borrowing and Borrowing; provided that the lack of such an immediate written confirmation shall be promptly confirmed in writing by not affect the Borrower pursuant to conclusiveness or binding effect of such oral notice.
(b) Upon receipt of a Notice of Swingline Borrowing sent prior to 3:00 p.m. (San Francisco time) on the requested Borrowing Date, the Administrative Agent will immediately advise the Swingline Lender Bank (by telecopy, electronic mail telephone or similar form in writing) that the Administrative Agent has received such a Notice of communication on Borrowing from the same day of Company and will direct the giving of such telephonic notice. Not later than 1:00 p.m. Central time on the date of Swingline Bank to make the requested Swingline Loan unless the Administrative Agent determines that the Swingline Loan should not be made (i) as a result of the limitations set forth in subsection 2.1(b); or (ii) as a result of one or more conditions specified in Article 5 not then being satisfied. Upon receipt of any such notice and direction from the Administrative Agent, and subject to satisfaction of the applicable terms and conditions set forth in Section 6.2 for such borrowinghereof, the Swingline Lender will Bank will, not later than the close of business (San Francisco time) on the Borrowing Date specified in such Notice of Borrowing, make the proceeds amount of such its Swingline Loan available to the Borrower in Dollars, in immediately available funds, at Company by crediting the account specified by of the Borrower in Company on the Disbursement Instruction Agreement. The Borrower hereby agrees to indemnify and hold harmless the Administrative Agent and the Swingline Lender for any losses, claims, damages, liabilities and related expenses incurred by any Administrative Agent and/or the Swingline Lender or asserted against Administrative Agent and/or the Swingline Lender by any Person as a result books of insufficient or incorrect information being given by the Borrower in connection with any notice for a Requested Swingline Borrowing given pursuant to clauses (2) or (3) above.
(ii) In addition, so long as no Default or Event of Default then exists, a Swingline Loan shall be deemed automatically requested by the Borrower (and the Borrower hereby irrevocably directs the Swingline Lender to act on its behalf for such automatic request) in the event and to the extent there are insufficient funds in the Account to cover any payment obligations made by the Borrower to third parties in the form of checks or wire transfers from the Account (each, an “Automatic Swingline Borrowing”). Each Swingline Loan made as an Automatic Swingline Borrowing shall be made in an amount equal to the greater of (i) $1,000,000 and (ii) the actual amount necessary to clear all such overdrafts for a given day, provided in no event greater than the Swingline Availability but in no event more than the Swingline Commitment. The Borrower hereby agrees to indemnify and hold harmless the Administrative Agent and the Swingline Lender for any losses, claims, damages, liabilities and related expenses incurred by any Administrative Agent and/or the Swingline Lender or asserted against Administrative Agent and/or the Swingline Lender by any Person in connection with any Automatic Swingline Borrowing.BofA.
Appears in 1 contract
Samples: Credit Agreement (Longview Fibre Co)