Settlement of Swing Line Loans. (i) The Administrative Agent may, ------------------------------ and upon request by the Swing Line Lender the Administrative Agent shall, at any time and from time to time, give to the Revolving Lenders and the Borrower, on behalf of the Borrower, a Notice of Borrowing for a Borrowing of Revolving Loans which are Base Rate Loans, in each case in an amount equal to the aggregate amount of Swing Line Loans then owing by the Borrower, and the proceeds of which are to be used to prepay such Swing Line Loans on the date of such Borrowing. Upon receipt of any such Notice of Borrowing, each Revolving Lender (other than the Swing Line Lender) shall (subject to Section 2.02(f)(iv)), on or before the time specified by the Administrative Agent (which in no event shall be earlier than 11:00 a.m. nor later than 2:00 p.m. (New York City time) on the Business Day following the date on which such Notice of Borrowing is given), make available for the account of its Applicable Lending Office to the Administrative Agent such Lender's Revolving Pro Rata Share of such Borrowing by depositing same day funds in the Administrative Agent's Account. Notwithstanding any contrary provision of this Agreement, (A) the proceeds of any such Borrowing shall be distributed by the Administrative Agent to the Swing Line Lender (subject to Section 2.02(f)(iv)) as a prepayment of all or a portion of the then outstanding Swing Line Loans, and (B) the outstanding Swing Line Loans of the Swing Line Lender, in each case in an amount equal to the Swing Line Lender's Revolving Pro Rata Share of the aggregate amount of the Swing Line Loans to be prepaid on such date, shall be deemed to be prepaid with the proceeds of a Revolving Loan made by the Swing Line Lender and such portion of the Swing Line Loans deemed to be so prepaid shall no longer be outstanding as Swing Line Loans but shall be outstanding as Revolving Loans made by the Swing Line Lender.
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Settlement of Swing Line Loans. (i) The Administrative among Lenders and Agent may, ------------------------------ and upon request by the Swing Line Lender the Administrative Agent shall, at any time and shall take place on a date determined from time to timetime by Agent (but at least weekly, give to unless the Revolving Lenders and the Borrowersettlement amount is de minimis), based on behalf of the Borrowereach Lender's Pro Rata Share. Between settlement dates, a Notice of Borrowing for a Borrowing of Revolving Loans which are Base Rate Loans, Agent may in each case in an amount equal to the aggregate amount of Swing Line Loans then owing by the Borrower, and the proceeds of which are to be used to prepay such Swing Line Loans its discretion apply payments on the date of such Borrowing. Upon receipt of any such Notice of Borrowing, each Revolving Lender (other than the Swing Line Lender) shall (subject Loan to Section 2.02(f)(iv)), on or before the time specified by the Administrative Agent (which in no event shall be earlier than 11:00 a.m. nor later than 2:00 p.m. (New York City time) on the Business Day following the date on which such Notice of Borrowing is given), make available for the account of its Applicable Lending Office to the Administrative Agent such Lender's Revolving Pro Rata Share of such Borrowing by depositing same day funds in the Administrative Agent's Account. Notwithstanding any contrary provision of this Agreement, (A) the proceeds of any such Borrowing shall be distributed by the Administrative Agent to the Swing Line Lender (subject to Section 2.02(f)(iv)) as a prepayment of all or a portion of the then outstanding Swing Line Loans, regardless of any designation by Borrowers or any provision herein to the contrary. Each Lender is hereby bound to fund and (B) the outstanding reimburse Agent, without recourse or warranty, its undivided Pro Rata Share in all Swing Line Loans of the outstanding from time to time until settled. If a Swing Line LenderLoan cannot be settled among Lenders, in whether due to an insolvency proceeding involving Borrower or for any other reason, each case in an Lender shall pay the amount equal to the of such Swing Line Lender's Revolving Loan based on its Pro Rata Share to Agent, in immediately available funds, within one Business Day after Agent's request therefor. Each Lender's obligations to make settlements are absolute, irrevocable and unconditional, without offset, counterclaim or other defense, and whether or not the Commitments have terminated or the conditions to advance set forth in this Agreement are satisfied. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof at the aggregate amount of the Swing Line Loans to be prepaid on Default Rate. In addition, such date, Lender shall be deemed to be prepaid with have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder to the proceeds Swingline Lender to fund the amount of a Revolving Loan made by the Swing Line such Lender's participation interest in such Swingline Loans that such Lender and failed to fund pursuant to this Section, until such portion of the Swing Line Loans deemed to be so prepaid shall no longer be outstanding as Swing Line Loans but shall be outstanding as Revolving Loans made by the Swing Line Lenderamount has been purchased in full.
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Settlement of Swing Line Loans. (i) The Administrative among Lenders and Agent may, ------------------------------ and upon request by the Swing Line Lender the Administrative Agent shall, at any time and shall take place on a date determined from time to timetime by Agent (but at least weekly, give unless the settlement amount is de minimis), based on each Lender's Pro Rata Share. Between settlement dates, Agent may in its discretion apply payments on the Loan to Swing Line Loans, regardless of any designation by Borrowers or any provision herein to the Revolving Lenders contrary. Each Lender is hereby bound to fund and reimburse Agent, without recourse or warranty, its undivided Pro Rata Share in all Swing Line Loans outstanding from time to time until settled. If a Swing Line Loan cannot be settled among Lenders, whether due to an insolvency proceeding involving Borrower or for any other reason, each Lender shall pay the Borroweramount of such Swing Line Loan based on its Pro Rata Share to Agent, in immediately available funds, within one Business Day after Agent's request therefor. Each Lender's obligations to make settlements are absolute, irrevocable and unconditional, without offset, counterclaim or other defense, and whether or not the Commitments have terminated or the conditions to advance set forth in this Agreement are satisfied. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof at the Default Rate. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder to the Swingline Lender to fund the amount of such Lender's participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full. (c) Borrower hereby irrevocably authorizes Agent on behalf of Lenders (but Agent shall have no obligation) to (a) disburse Loan funds and/or funds in the BorrowerDesignated Account directly to Lenders to pay interest due on the Loan, a Notice and (b) disburse and directly apply the proceeds of Borrowing for a Borrowing any advance of Revolving Loans which are Base Rate LoansLoan funds and/or funds in such accounts, in each case in an amount equal to the aggregate satisfaction of any of Borrower's obligations under any of the Loan Documents, even though Borrower did not include that amount in a Disbursement Request. Each such direct advance of Swing Line Loans then owing Loan proceeds shall be added to the outstanding principal balance of the Loan and shall be secured by the BorrowerLoan Documents. Unless Borrower pays such interest from other resources, Agent may advance Loan funds and/or disburse funds in the Designated Account pursuant to this Section for interest payments as and when due. Nothing contained in this Agreement shall be construed to permit Borrower to defer payment of interest on the Loan beyond the date(s) due. Without limiting the foregoing, Agent may hold, use, disburse and apply the Loan and any funds in the Designated Account for payment of any obligation of Borrower under the Loan Documents. Borrower hereby assigns and pledges the proceeds of which are the Loan and any the Designated Account to be used to prepay Agent for itself and for the benefit of Lenders for such Swing Line Loans on the date of such Borrowingpurposes. Upon receipt of any such Notice of Borrowing, each Revolving (d) If a Lender (a "Defaulting Lender") defaults in making any Advance it was obligated to make under this Agreement or paying any other than the Swing Line sum payable by it hereunder, any Lender) shall (subject , by written notice to Section 2.02(f)(iv)), on or before the time specified by the Administrative Agent (which in no event shall be earlier than 11:00 a.m. nor later than 2:00 p.m. (New York City time) on the Business Day following the date on which such Notice of Borrowing is given), make available for the account of its Applicable Lending Office to the Administrative Agent at such Lender's Revolving sole option, may (but shall not be obligated to) fund such amounts on behalf of such Defaulting Lender. If more than one Lender elects to fund a Defaulting Lender's share then each such Lender shall fund on a pro rata basis, based on their respective Pro Rata Share Shares. The amount that the Defaulting Lender failed to advance or pay, together with interest thereon at the Default Rate under this Agreement from the date such amount was due until repaid (such sum and interest thereon as aforesaid referred to, collectively, as the "Lender Default Obligation") shall be payable by the Defaulting Lender (i) to any Lender(s) that fund the amount which the Defaulting Lender failed to fund or (ii) to Agent or any other Lender that under the terms of such Borrowing by depositing same day funds in this Agreement is entitled to reimbursement from the Administrative Agent's AccountDefaulting Lender for the amounts advanced or expended. Notwithstanding any provision hereof to the contrary, until such time as a Defaulting Lender has repaid the Lender Default Obligation in full, all amounts that would otherwise be distributed to the Defaulting Lender shall instead be applied first to repay the Lender Default Obligation (to be applied first to interest at the Default Rate and then to principal, first to Agent with respect to Swing Line Loans) until the Lender Default Obligation has been repaid in full (whether by such application or by cure by the Defaulting Lender), whereupon such Lender shall no longer be a Defaulting Lender. If Borrower pays interest to Agent on account of principal advanced by a Lender(s) on behalf of a Defaulting Lender, that interest shall be remitted to the Lender(s) who made such advance, and shall reduce the amount of interest Defaulting Lender is obligated to pay to such Lender(s) on account of such advance. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding (i) any other provision of this Agreement to the contrary provision or (ii) any instruction of Borrower as to its desired application of payments. No Defaulting Lender shall have the right to vote on matters that are subject to the consent or approval of Required Lenders or all Lenders and while any Lender is a Defaulting Lender the requisite percentage of Lenders that constitutes the Required Lenders shall be calculated exclusive of the percentage of the Defaulting Lender and such Defaulting Lender shall not be considered a "Lender" in determining the Required Lenders. Agent shall be entitled to (i) withhold or set off, and to apply to the payment of the Lender Default Obligation any amounts to be paid to such Defaulting Lender under this Agreement, and (ii) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the Lender Default Obligation and, to the extent such recovery would not fully compensate the Lenders for the Defaulting Lender's breach of this Agreement, to collect damages. In addition, the Defaulting Lender shall indemnify, defend and hold Agent and each of the other Lenders harmless from and against any and all claims, actions, liabilities, damages, costs and expenses (A) including attorneys' fees and expenses), plus interest thereon at the proceeds Default Rate, for funds advanced by Agent or any other Lender on account of the Defaulting Lender or any other damages such Borrowing shall be distributed persons may sustain or incur by the Administrative Agent to the Swing Line Lender (subject to Section 2.02(f)(iv)) reason of or as a prepayment of all or a portion direct consequence of the then outstanding Swing Line Loans, and (B) the outstanding Swing Line Loans of the Swing Line Lender, in each case in an amount equal to the Swing Line Defaulting Lender's Revolving Pro Rata Share failure or refusal to abide by its obligations under this Agreement. The foregoing indemnity agreement shall survive termination of the aggregate amount of the Swing Line Loans to be prepaid on such date, shall be deemed to be prepaid with the proceeds of a Revolving Loan made by the Swing Line Lender and such portion of the Swing Line Loans deemed to be so prepaid shall no longer be outstanding as Swing Line Loans but shall be outstanding as Revolving Loans made by the Swing Line Lender.this Agreement. 17 Section 2.5
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Samples: Credit Agreement
Settlement of Swing Line Loans. (i) The Swing Line Lender shall give Administrative Agent mayprompt notice of each Swing Line Loan advanced by Swing Line Lender. In the event that on any Business Day Swing Line Lender desires that all or any portion of the outstanding Swing Line Loans should be reduced, ------------------------------ in whole or in part, Swing Line Lender shall notify Administrative Agent to that effect and upon request by indicate the portion of the Swing Line Loan to be so reduced. Administrative Agent agrees to transmit to Revolving Credit Lenders the information contained in each notice received by Administrative Agent from Swing Line Lender regarding the reduction of outstanding Swing Line Loans and shall concurrently notify such Lenders of each such Lender’s Pro Rata Share of the obligation to make a Revolving Credit Loan to repay outstanding Swing Line Loans (or the applicable portion thereof). Each Revolving Credit Lender hereby unconditionally and irrevocably agrees to fund to the account designated by the Administrative Agent shallAgent, at any time and from time to time, give to for the Revolving Lenders and the Borrower, on behalf of the Borrower, a Notice of Borrowing for a Borrowing of Revolving Loans which are Base Rate Loans, in each case in an amount equal to the aggregate amount benefit of Swing Line Loans then owing by the BorrowerLender, and the proceeds of which are to be used to prepay such Swing Line Loans on the date of such Borrowing. Upon receipt of any such Notice of Borrowing, each Revolving Lender (other than the Swing Line Lender) shall (subject to Section 2.02(f)(iv)), on or before the time specified by the Administrative Agent (which in no event shall be earlier than 11:00 a.m. nor not later than 2:00 1:00 p.m. (New York, New York City time) on the Business Day immediately following the date Business Day of such Lender’s receipt of such notice from Administrative Agent (provided that if any Revolving Credit Lender shall receive such notice at or prior to 11:00 a.m. (New York, New York time) on which a Business Day, such Notice of Borrowing is givenfunding shall be made by such Lender on such Business Day), make available for the account of its Applicable Lending Office to the Administrative Agent such Lender's Revolving ’s Pro Rata Share of such Borrowing a Revolving Credit Loan (which Revolving Credit Loan shall be a Base Rate Loan and shall be deemed to be requested by depositing same day funds Borrower) in the Administrative Agent's Accountprincipal amount equal to the portion of the Swing Line Loan which is required to be paid to Swing Line Lender under this Section 2.04. Notwithstanding any contrary provision of this Agreement, (A) the The proceeds of any such Borrowing Revolving Credit Loans so funded shall be distributed by the immediately paid over to Administrative Agent to for the benefit of Swing Line Lender (subject to Section 2.02(f)(iv)) as a prepayment of all or a portion of the for application against then outstanding Swing Line Loans, and (B. For purposes of this Section 2.04(b) the outstanding Swing Line Loans Lender shall be conclusively entitled to assume that, at the time of the advance of any Swing Line LenderLoan, in each case in an amount equal to the Swing Line Lender's Revolving Credit Lender will fund its Pro Rata Share of the aggregate amount of the Swing Line Revolving Credit Loans to be prepaid on such date, shall be deemed to be prepaid with the proceeds of a Revolving Loan made by the Swing Line Lender and such portion of the Swing Line Loans deemed to be so prepaid shall no longer be outstanding as Swing Line Loans but shall be outstanding as Revolving Loans made by the Swing Line Lenderprovided for in this Section 2.04(b).
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