Refunding of Swing Line Loans; Participations in Swing Line Loans. (a) In the event that (i) the aggregate average daily outstanding principal amount of Swing Line Loans during any weekly period ending on Thursday (or, in the event Thursday is not a Business Day, on the next succeeding Business Day) of any week exceeds $15,000,000, and (ii) the principal amount of Swing Line Loans outstanding on the last day of such period exceeds $15,000,000, the Borrower shall, or the Administrative Agent may, on behalf of the Borrower (which hereby irrevocably authorizes the Administrative Agent to act on its behalf in such regard) request each Revolving Credit Lender to make a Revolving Loan (which shall be an ABR Loan, unless the Borrower notified the Administrative Agent pursuant to subsection 3.2 that such Revolving Loans shall be Eurodollar Loans) in an amount equal to such Lender's Revolving Credit Commitment Percentage of the amount by which the aggregate outstanding principal amount of Swing Line Loans on the last day of such period exceeds $10,000,000, regardless of whether the conditions set forth in subsection 6.2 have been satisfied in connection therewith. The Swing Line Lenders may, on behalf of the Borrower (which hereby authorizes the Swing Line Lenders to act on its behalf in such regard), at any time request each Revolving Credit Lender (including the Swing Line Lenders) to make a Revolving Credit Loan (which shall be an ABR Loan) in an amount equal to such Lender's Revolving Credit Commitment Percentage of the aggregate principal amount of Swing Line Loans then outstanding, regardless of whether the conditions set forth in subsection 6.2 have been satisfied in connection therewith. Unless any of the events described in paragraph (f) of Section 9 shall have occurred with respect to the Borrower (in which event the procedures of paragraph (c) of this subsection 3.16 shall apply) each Lender shall make the proceeds of its Revolving Loan available to the Administrative Agent for the account of the relevant Swing Line Lender at the Administrative Agent's office specified in or pursuant to subsection 11.2 prior to 11:00 A.M., New York City time, in funds immediately available in Dollars on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Loans shall be immediately applied to repay the relevant Swing Line Loan. Effective on the day such Revolving Loans are made, the relevant Swing Line Loan so paid shall no longer be outstanding as a Swing Line Loan and shall no longer be due under the Swing Line Note. The Borrower authorizes each Swing Line Lender, upon written notice to the Borrower, to charge the Borrower's accounts with such Swing Line Lender (up to the amount available in each such account) in order to immediately pay the amount of its outstanding Swing Line Loans to the extent amounts received from the Lenders are not sufficient to repay in full such outstanding Swing Line Loans. (b) Notwithstanding anything herein to the contrary, no Swing Line Lender shall make any Swing Line Loans if the Swing Line Lender has received written notice that the conditions set forth in subsection 6.2 have not been satisfied in connection with the making of such Swing Line Loans. (c) If prior to the making of a Revolving Loan pursuant to paragraph (a) of this subsection 3.16 one of the events described in paragraph (f) of Section 9 shall have occurred and be
Appears in 1 contract
Refunding of Swing Line Loans; Participations in Swing Line Loans. (a) In Except as otherwise provided in subsection 3.16(f), in the event that (i) the aggregate average daily outstanding principal amount of Swing Line Loans during any weekly period ending on Thursday (or, in the event Thursday is not a Business Day, on the next succeeding Business Day) of any week exceeds $15,000,00030,000,000, and (ii) the principal amount of Swing Line Loans outstanding on the last day of such period exceeds $15,000,00030,000,000, the Borrower shall, or the Administrative Agent may, on behalf of the Borrower (which hereby irrevocably authorizes the Administrative Agent to act on its behalf in such regard) request each Revolving Credit Lender to make a Revolving Loan (which shall be an ABR Loan, unless the Borrower notified the Administrative Agent pursuant to subsection 3.2 that such Revolving Loans shall be Eurodollar Loans) in an amount equal to such Lender's Revolving Credit Commitment Percentage of the amount by which the aggregate outstanding principal amount of Swing Line Loans on the last day of such period exceeds $10,000,00020,000,000, regardless of whether the conditions set forth in subsection 6.2 7.2 have been satisfied in connection therewith. The Swing Line Lenders may, on behalf of the Borrower (which hereby authorizes the Swing Line Lenders to act on its behalf in such regard), at any time request each Revolving Credit Lender (including the Swing Line Lenders) to make a Revolving Credit Loan (which shall be an ABR Loan) in an amount equal to such Lender's Revolving Credit Commitment Percentage of the aggregate principal amount of Swing Line Loans then outstanding, regardless of whether the conditions set forth in subsection 6.2 have been satisfied in connection therewith. Unless any of the events described in paragraph (fn) or (o) of Section 9 shall have occurred with respect to the Borrower (in which event the procedures of paragraph (c) of this subsection 3.16 shall apply) each Lender shall make the proceeds of its Revolving Loan available to the Administrative Agent for the account of the relevant Swing Line Lender at the Administrative Agent's office specified in or pursuant to subsection 11.2 prior to 11:00 A.M.12:00 noon, New York City Boston time, in funds immediately available in Dollars on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Loans shall be immediately applied to repay the relevant Swing Line Loan. Effective on the day such Revolving Loans are made, the relevant Swing Line Loan so paid shall no longer be outstanding as a Swing Line Loan and shall no longer be due under the Swing Line Note. The Borrower authorizes each Swing Line Lender, upon written notice to the Borrower, to charge the Borrower's accounts with such Swing Line Lender (up to the amount available in each such account) in order to immediately pay the amount of its outstanding Swing Line Loans to the extent amounts received from the Lenders are not sufficient to repay in full such outstanding Swing Line Loans.
(b) Notwithstanding anything herein to the contrary, and except as provided in subsection 3.16(f), no Swing Line Lender shall make any Swing Line Loans if the Swing Line Lender has received written notice that the conditions set forth in subsection 6.2 have not been satisfied in connection with the making of such Swing Line LoansLoans and no Swing Line Lender shall otherwise be required to determine that, or take notice whether, the conditions precedent set forth in subsection 6.2 have been satisfied in connection with the making of any Swing Line Loan.
(c) If prior to the making of a Revolving Loan pursuant to paragraph (asubsection 3.16(a) of this subsection 3.16 one of the events described in paragraph (fn) or (o) of Section 9 shall have occurred and bebe continuing with respect to the Borrower, each Lender will, on the date such Revolving Loan was to or would have been made pursuant to the notice in subsection 3.16(a), purchase an undivided participating interest in the outstanding Swing Line Loans in an amount equal to (i) its Revolving Credit Commitment Percentage times (ii) the aggregate principal amount of Swing Line Loans then outstanding. Each Lender will immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation.
(d) Whenever, at any time after any Lender has purchased a participating interest in a Swing Line Loan, any Swing Line Lender receives any payment on account thereof, such Swing Line Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded), provided that, in the event that such payment received by such Swing Line Lender is required to be returned, such Lender will return to such Swing Line Lender any portion thereof previously distributed by such Swing Line Lender to it.
(e) Each Lender's obligation to make the Revolving Loans referred to in subsection 3.16(a) and to purchase participating interests pursuant to subsection 3.16(c) 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 which such Lender or the Borrower may have against the relevant Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any Subsidiary or any other Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
(i) The Administrative Agent may, as a Swing Line Lender hereunder, from time to time, after the occurrence and during the continuance of any Default or Event of Default, and subject to clause (C) of this subsection 3.16(f), and notwithstanding the requirements of subsections 6.2(a) and 6.2(b), make such disbursements and advances pursuant to the Loan Documents, in the form of Swing Line Loans, which the Administrative Agent, in its sole discretion, deems necessary or desirable to preserve or protect the Collateral or any portion thereof or to enhance the likelihood or maximize the amount of repayment of the Loans and other Credit Agreement Obligations; provided that, after giving effect to any such Swing Line Loans and the use of proceeds thereof, (A) the aggregate principal amount of Swing Line Loans then outstanding would not exceed the Swing Line Commitment, (B) the Aggregate Revolving Credit Outstandings at such time would not exceed the Revolving Credit Commitment in effect at such time and (C) the Aggregate Outstanding Extensions of Credit at such time would not exceed the Borrowing Base at such time (collectively, "
Appears in 1 contract
Refunding of Swing Line Loans; Participations in Swing Line Loans. (a) In Except as otherwise provided in subsection 3.16(f), in the event that (i) the aggregate average daily outstanding principal amount of Swing Line Loans during any weekly period ending on Thursday (or, in the event Thursday is not a Business Day, on the next succeeding Business Day) of any week exceeds $15,000,00030,000,000, and (ii) the principal amount of Swing Line Loans outstanding on the last day of such period exceeds $15,000,00030,000,000, the Borrower shall, or the Administrative Agent may, on behalf of the Borrower (which hereby irrevocably authorizes the Administrative Agent to act on its behalf in such regard) request each Revolving Credit Lender to make a Revolving Loan (which shall be an ABR Loan, unless the Borrower notified the Administrative Agent pursuant to subsection 3.2 that such Revolving Loans shall be Eurodollar Loans) in an amount equal to such Lender's Revolving Credit Commitment Percentage of the amount by which the aggregate outstanding principal amount of Swing Line Loans on the last day of such period exceeds $10,000,00020,000,000, regardless of whether the conditions set forth in subsection 6.2 have been satisfied in connection therewith. The Swing Line Lenders may, on behalf of the Borrower (which hereby authorizes the Swing Line Lenders to act on its behalf in such regard), at any time request each Revolving Credit Lender (including the Swing Line Lenders) to make a Revolving Credit Loan (which shall be an ABR Loan) in an amount equal to such Lender's Revolving Credit Commitment Percentage of the aggregate principal amount of Swing Line Loans then outstanding, regardless of whether the conditions set forth in subsection 6.2 have been satisfied in connection therewith. Unless any of the events described in paragraph (f) of Section 9 shall have occurred with respect to the Borrower (in which event the procedures of paragraph (c) of this subsection 3.16 shall apply) each Lender shall make the proceeds of its Revolving Loan available to the Administrative Agent for the account of the relevant Swing Line Lender at the Administrative Agent's office specified in or pursuant to subsection 11.2 prior to 11:00 A.M., New York City time, in funds immediately available in Dollars on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Loans shall be immediately applied to repay the relevant Swing Line Loan. Effective on the day such Revolving Loans are made, the relevant Swing Line Loan so paid shall no longer be outstanding as a Swing Line Loan and shall no longer be due under the Swing Line Note. The Borrower authorizes each Swing Line Lender, upon written notice to the Borrower, to charge the Borrower's accounts with such Swing Line Lender (up to the amount available in each such account) in order to immediately pay the amount of its outstanding Swing Line Loans to the extent amounts received from the Lenders are not sufficient to repay in full such outstanding Swing Line Loans.
(b) Notwithstanding anything herein to the contrary, no Swing Line Lender shall make any Swing Line Loans if the Swing Line Lender has received written notice that the conditions set forth in subsection 6.2 have not been satisfied in connection with the making of such Swing Line Loans.
(c) If prior to the making of a Revolving Loan pursuant to paragraph (a) of this subsection 3.16 one of the events described in paragraph (f) of Section 9 shall have occurred and benext
Appears in 1 contract
Samples: Post Petition Credit Agreement (Service Merchandise Co Inc)
Refunding of Swing Line Loans; Participations in Swing Line Loans. (a) In Except as otherwise provided in subsection 3.16(f), in the event that (i) the aggregate average daily outstanding principal amount of Swing Line Loans during any weekly period ending on Thursday (or, in the event Thursday is not a Business Day, on the next succeeding Business Day) of any week exceeds $15,000,00030,000,000, and (ii) the principal amount of Swing Line Loans outstanding on the last day of such period exceeds $15,000,00030,000,000, the Borrower shall, or the Administrative Agent may, on behalf of the Borrower (which hereby irrevocably authorizes the Administrative Agent to act on its behalf in such regard) request each Revolving Credit Lender to make a Revolving Loan (which shall be an ABR Loan, unless the Borrower notified the Administrative Agent pursuant to subsection 3.2 that such Revolving Loans shall be Eurodollar Loans) in an amount equal to such Lender's Revolving Credit Commitment Percentage of the amount by which the aggregate outstanding principal amount of Swing Line Loans on the last day of such period exceeds $10,000,00020,000,000, regardless of whether the conditions set forth in subsection 6.2 7.2 have been satisfied in connection therewith. The Swing Line Lenders may, on behalf of the Borrower (which hereby authorizes the Swing Line Lenders to act on its behalf in such regard), at any time request each Revolving Credit Lender (including the Swing Line Lenders) to make a Revolving Credit Loan (which shall be an ABR Loan) in an amount equal to such Lender's Revolving Credit Commitment Percentage of the aggregate principal amount of Swing Line Loans then outstanding, regardless of whether the conditions set forth in subsection 6.2 7.2 have been satisfied in connection therewith. Unless any of the events described in paragraph (f) of Section 9 10 shall have occurred with respect to the Borrower (in which event the procedures of paragraph (c) of this subsection 3.16 shall apply) each Lender shall make the proceeds of its Revolving Loan available to the Administrative Agent for the account of the relevant Swing Line Lender at the Administrative Agent's office specified in or pursuant to subsection 11.2 12.2 prior to 11:00 A.M.12:00 noon, New York City Boston time, in funds immediately available in Dollars on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Loans shall be immediately applied to repay the relevant Swing Line Loan. Effective on the day such Revolving Loans are made, the relevant Swing Line Loan so paid shall no longer be outstanding as a Swing Line Loan and shall no longer be due under the Swing Line Note. The Borrower authorizes each Swing Line Lender, upon written notice to the Borrower, to charge the Borrower's accounts with such Swing Line Lender (up to the amount available in each such account) in order to immediately pay the amount of its outstanding Swing Line Loans to the extent amounts received from the Lenders are not sufficient to repay in full such outstanding Swing Line Loans.
(b) Notwithstanding anything herein to the contrary, and except as provided in subsection 3.16(f), no Swing Line Lender shall make any Swing Line Loans if the Swing Line Lender has received written notice that the conditions set forth in subsection 6.2 7.2 have not been satisfied in connection with the making of such Swing Line LoansLoans and no Swing Line Lender shall otherwise be required to determine that, or take notice whether, the conditions precedent set forth in subsection 7.2 have been satisfied in connection with the making of any Swing Line Loan.
(c) If prior to the making of a Revolving Loan pursuant to paragraph (asubsection 3.16(a) of this subsection 3.16 one of the events described in paragraph (f) of Section 9 10 shall have occurred and bebe continuing with respect to the Borrower, each Lender will, on the date such Revolving Loan was to or would have been made pursuant to the notice in subsection 3.16(a), purchase an undivided participating interest in the outstanding Swing Line Loans in an amount equal to (i) its Revolving Credit Commitment Percentage times (ii) the aggregate principal amount of Swing Line Loans then outstanding. Each Lender will immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation.
(d) Whenever, at any time after any Lender has purchased a participating interest in a Swing Line Loan, any Swing Line Lender receives any payment on account thereof, such Swing Line Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded), provided that, in the event that such payment received by such Swing Line Lender is required to be returned, such Lender will return to such Swing Line Lender any portion thereof previously distributed by such Swing Line Lender to it.
(e) Each Lender's obligation to make the Revolving Loans referred to in subsection 3.16(a) and to purchase participating interests pursuant to subsection 3.16(c) 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 which such Lender or the Borrower may have against the relevant Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any Subsidiary or any other Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
(i) The Administrative Agent may, as a Swing Line Lender hereunder, from time to time, after the occurrence and during the continuance of any Default or Event of Default, and subject to clause (C) of this subsection 3.16(f), and notwithstanding the requirements of subsections 7.2(a) and 7.2(b), make such disbursements and advances pursuant to the Loan Documents, in the form of Swing Line Loans, which the Administrative Agent, in its sole discretion, deems necessary or desirable to preserve or protect the Collateral or any portion thereof or to enhance the likelihood or maximize the amount of repayment of the Loans and other Credit Agreement Obligations; provided that, after giving effect to any such Swing Line Loans and the use of proceeds thereof, (A) the aggregate principal amount of Swing Line Loans then outstanding would not exceed the Swing Line Commitment, (B) the Aggregate Revolving Credit Outstandings at such time would not exceed the Revolving Credit Commitment in effect at such time and (C) the Aggregate Outstanding Extensions of Credit at such time would not exceed the Borrowing Base at such time (collectively, "Protective Advances"). The Administrative Agent shall notify the Borrower and each Lender in writing of such Protective Advance. All outstanding principal of, and interest on, the Protective Advances shall constitute Credit Agreement Obligations secured by the Collateral until paid in full by the Borrower.
Appears in 1 contract
Refunding of Swing Line Loans; Participations in Swing Line Loans. (a) In Except as otherwise provided in subsection 3.16(f), in the event that (i) the aggregate average daily outstanding principal amount of Swing Line Loans during any weekly period ending on Thursday (or, in the event Thursday is not a Business Day, on the next succeeding Business Day) of any week exceeds $15,000,00030,000,000, and (ii) the principal amount of Swing Line Loans outstanding on the last day of such period exceeds $15,000,00030,000,000, the Borrower shall, or the Administrative Agent may, on behalf of the Borrower (which hereby irrevocably authorizes the Administrative Agent to act on its behalf in such regard) request each Revolving Credit Lender to make a Revolving Loan (which shall be an ABR Loan, unless the Borrower notified the Administrative Agent pursuant to subsection 3.2 that such Revolving Loans shall be Eurodollar Loans) in an amount equal to such Lender's Revolving Credit Commitment Percentage of the amount by which the aggregate outstanding principal amount of Swing Line Loans on the last day of such period exceeds $10,000,00020,000,000, regardless of whether the conditions set forth in subsection 6.2 have been satisfied in connection therewith. The Swing Line Lenders may, on behalf of the Borrower (which hereby authorizes the Swing Line Lenders to act on its behalf in such regard), at any time request each Revolving Credit Lender (including the Swing Line Lenders) to make a Revolving Credit Loan (which shall be an ABR Loan) in an amount equal to such Lender's Revolving Credit Commitment Percentage of the aggregate principal amount of Swing Line Loans then outstanding, regardless of whether the conditions set forth in subsection 6.2 have been satisfied in connection therewith. Unless any of the events described in paragraph (f) of Section 9 shall have occurred with respect to the Borrower (in which event the procedures of paragraph (c) of this subsection 3.16 shall apply) each Lender shall make the proceeds of its Revolving Loan available to the Administrative Agent for the account of the relevant Swing Line Lender at the Administrative Agent's office specified in or pursuant to subsection 11.2 prior to 11:00 A.M., New York City time, in funds immediately available in Dollars on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Loans shall be immediately applied to repay the relevant Swing Line Loan. Effective on the day such Revolving Loans are made, the relevant Swing Line Loan so paid shall no longer be outstanding as a Swing Line Loan and shall no longer be due under the Swing Line Note. The Borrower authorizes each Swing Line Lender, upon written notice to the Borrower, to charge the Borrower's accounts with such Swing Line Lender (up to the amount available in each such account) in order to immediately pay the amount of its outstanding Swing Line Loans to the extent amounts received from the Lenders are not sufficient to repay in full such outstanding Swing Line Loans.
(b) Notwithstanding anything herein to the contrary, and except as provided in subsection 3.16(f), no Swing Line Lender shall make any Swing Line Loans if the Swing Line Lender has received written notice that the conditions set forth in subsection 6.2 have not been satisfied in connection with the making of such Swing Line LoansLoans and no Swing Line Lender shall otherwise be required to determine that, or take notice whether, the conditions precedent set forth in subsection 6.2 have been satisfied in connection with the making of any Swing Line Loan.
(c) If prior to the making of a Revolving Loan pursuant to paragraph (asubsection 3.16(a) of this subsection 3.16 one of the events described in paragraph (f) of Section 9 shall have occurred and bebe continuing with respect to the Borrower, each Lender will, on the date such Revolving Loan was to or would have been made pursuant to the notice in subsection 3.16(a), purchase an undivided participating interest in the outstanding Swing Line Loans in an amount equal to (i) its Revolving Credit Commitment Percentage times (ii) the aggregate principal amount of Swing Line Loans then outstanding. Each Lender will immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation.
(d) Whenever, at any time after any Lender has purchased a participating interest in a Swing Line Loan, any Swing Line Lender receives any payment on account thereof, such Swing Line Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded), provided, that in the event that such payment received by such Swing Line Lender is required to be returned, such Lender will return to such Swing Line Lender any portion thereof previously distributed by such Swing Line Lender to it.
(e) Each Lender's obligation to make the Revolving Loans referred to in subsection 3.16(a) and to purchase participating interests pursuant to subsection 3.16(c) 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 which such Lender or the Borrower may have against the relevant Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any Subsidiary or any other Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
(i) The Administrative Agent may, as a Swing Line Lender hereunder, from time to time, after the occurrence and during the continuance of any Default or Event of Default, and subject to clause (C) of this subsection 3.16(f), and notwithstanding the requirements of subsections 6.2(a) and 6.2(b), make such disbursements and advances pursuant to the Loan Documents, in the form of Swing Line Loans, which the Administrative Agent, in its sole discretion, deems necessary or desirable to preserve or protect the Collateral or any portion thereof or to enhance the likelihood or maximize the amount of repayment of the Loans and other Credit Agreement Obligations; provided that, after giving effect to any such Swing Line Loans and the use of proceeds thereof, (A) the aggregate principal amount of Swing Line Loans then outstanding would not exceed the Swing Line Commitment, (B) the Aggregate Revolving Credit Outstandings at such time would not exceed the Revolving Credit Commitment in effect at such time and (C) the Aggregate Outstanding Extensions of Credit at such time would not exceed (x) the Borrowing Base at such time or (y) if applicable, the Interim Maximum Amount (collectively, "Protective Advances"). The Administrative Agent shall notify the Borrower and each Lender in writing of such Protective Advance. All outstanding principal of, and interest on, the Protective Advances shall constitute Credit Agreement Obligations secured by the Collateral until paid in full by the Borrower.
Appears in 1 contract
