Swing Line Advances. (i) Each Borrower shall repay to the Swing Line Agent for the ratable account of the Swing Line Banks on the last day of the applicable Interest Period, the unpaid principal amount of any Swing Line Advance then outstanding. (ii) In the event that a Borrower does not repay a Swing Line Advance made to it in full on the last day of its Interest Period, on the Business Day immediately following such day, that Borrower shall be deemed to have served a Notice of Revolving Credit Borrowing for a Revolving Credit Borrowing to be made on the third Business Day thereafter in the amount (including accrued interest) and currency of such Swing Line Advance and with an Interest Period of one month and such Revolving Credit Advance shall be made on the third Business Day in accordance with Section 2.02(a) (without regard to the minimum amount thereof) and the proceeds thereof applied in repayment of such Swing Line Advance. Notwithstanding anything contained herein to the contrary, for the time period from the day immediately following the end of the Interest Period for any such Swing Line Advance that is not repaid on the last day of its Interest Period until and including the third Business Day thereafter, Section 2.08(b) shall apply to the unpaid principal amount of any such Swing Line Advance. (iii) Section 3.03 shall not apply to any Revolving Credit Advance to which this Section 2.07(d) refers. (iv) In the circumstances set out in paragraph (ii) above, to the extent that it is not possible to make a Revolving Credit Advance due to the insolvency of a Borrower, the Lenders will indemnify (pro-rata according to their Revolving Credit Commitments) the Swing Line Banks for any loss that they incur as a result of the relevant Swing Line Borrowing.
Appears in 5 contracts
Samples: Five Year Credit Agreement (Honeywell International Inc), Five Year Credit Agreement (Honeywell International Inc), Credit Agreement (Honeywell International Inc)
Swing Line Advances. (i) Each Borrower shall repay to the Swing Line Agent for the ratable account of the Swing Line Banks on the last day of the applicable Interest Period, the unpaid principal amount of any each Swing Line Advance then outstandingoutstanding on the applicable Swing Line Maturity Date.
(ii) In the event that a Borrower does not repay a Swing Line Advance made to it in full on the last day of its Interest Periodapplicable Swing Line Maturity Date, on the Business Day immediately following such day, that Borrower shall be deemed to have served a Notice of Revolving Credit Borrowing for a Revolving Credit Borrowing to be made on the third Business Day thereafter in the amount (including accrued interest) and currency of such Swing Line Advance and with an Interest Period of one month and such Revolving Credit Advance shall be made on the third Business Day in accordance with Section 2.02(a) (without regard to the minimum amount thereof) and the proceeds thereof applied in repayment of such Swing Line Advance. Notwithstanding anything contained herein to the contrary, for the time period from the day immediately following the end of the Interest Period applicable Swing Line Maturity Date for any such Swing Line Advance that is not repaid on the last day of its Interest Period applicable Swing Line Maturity Date until and including the third Business Day thereafter, Section 2.08(b) shall apply to the unpaid principal amount of any such Swing Line Advance.
(iii) Section 3.03 shall not apply to any Revolving Credit Advance to which this Section 2.07(d2.07(c) refers.
(iv) In the circumstances set out in paragraph (ii) above, to the extent that it is not possible to make a Revolving Credit Advance due to the insolvency of a Borrower, the Lenders will indemnify (pro-rata according to their Revolving Credit Commitments) the Swing Line Banks for any loss that they incur as a result of the relevant Swing Line Borrowing.
Appears in 4 contracts
Samples: Five Year Credit Agreement (Honeywell International Inc), Five Year Credit Agreement (Honeywell International Inc), Five Year Credit Agreement (Honeywell International Inc)
Swing Line Advances. (ia) Each Borrower shall repay The Swing Line Bank shall, on the terms and subject to the conditions hereinafter set forth (including without limitation Section 2.5(c) hereof), make one or more advances (each such advance being a "Swing Line Advance") to the Company, from time to time on any Business Day during the period from the date hereof to (but excluding) the Revolving Credit Maturity Date in an amount not to exceed in the aggregate at any time outstanding the Swing Line Agent for Maximum Amount. Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the ratable Company to Swing Line Bank resulting from each Swing Line Advance of such Bank from time to time, including the amounts of principal and interest payable thereon and paid to such Bank from time to time. The entries made in such account or accounts of Swing Line Bank shall, to the extent permitted by applicable law, be conclusive evidence, absent manifest error, of the existence and amounts of the obligations of the Company therein recorded; provided, however, that the failure of Swing Line Bank to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of the Company to repay the Swing Line Banks Advances (and all other amounts owing with respect thereto) made to Company by Swing Line Bank in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject to the terms and conditions of this Agreement. Each Swing Line Advance shall mature and the principal amount thereof shall be due and payable by the Company in the case of any Quoted Rate Advance, on the last day of the Interest Period applicable Interest Periodthereto (if any) and, in the case of any Prime-based Advance, on the Revolving Credit Maturity Date. The Company agrees that, upon the written request of Swing Line Bank, the unpaid principal amount of any Company will execute and deliver to Swing Line Advance then outstanding.
(ii) In the event that a Borrower does not repay Bank a Swing Line Advance made to it in full on the last day of its Interest Period, on the Business Day immediately following such dayNote; provided, that Borrower shall be deemed to have served a Notice of Revolving Credit Borrowing for a Revolving Credit Borrowing to be made on the third Business Day thereafter in the amount (including accrued interest) and currency delivery of such Swing Line Advance and with an Interest Period of one month and such Revolving Credit Advance Note shall not be made on the third Business Day in accordance with Section 2.02(a) (without regard a condition precedent to the minimum amount thereof) and the proceeds thereof applied in repayment of such Swing Line Advance. Notwithstanding anything contained herein to the contrary, for the time period from the day immediately following the end of the Interest Period for any such Swing Line Advance that is not repaid on the last day of its Interest Period until and including the third Business Day thereafter, Section 2.08(b) shall apply to the unpaid principal amount of any such Swing Line AdvanceEffective Date.
(iii) Section 3.03 shall not apply to any Revolving Credit Advance to which this Section 2.07(d) refers.
(iv) In the circumstances set out in paragraph (ii) above, to the extent that it is not possible to make a Revolving Credit Advance due to the insolvency of a Borrower, the Lenders will indemnify (pro-rata according to their Revolving Credit Commitments) the Swing Line Banks for any loss that they incur as a result of the relevant Swing Line Borrowing.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Quanex Corp), Credit Agreement (Aspect Communications Corp), Credit Agreement (Aspect Communications Corp)
Swing Line Advances. (a) The Borrower may prior to the Termination Date, as set forth in this Section, request the Swing Line Lender to make, and the Swing Line Lender may in its sole and absolute discretion prior to the Termination Date make, Swing Line Advances to the Borrower, in an aggregate principal amount at any one time outstanding, not exceeding $5,000,000 (the “Swing Line Cap”), provided that the aggregate principal amount of all Swing Line Advances, together with the aggregate principal amount of all outstanding Advances, Undrawn Amounts, Licensee Loans and Letter of Credit Advances, at any one time outstanding shall not exceed the aggregate amount of the Commitments of all of the Banks at such time.
(b) Except as may otherwise be agreed upon by the Swing Line Lender and the Borrower, when the Borrower wishes to request a Swing Line Advance, it shall give the Agent notice substantially in the form of Exhibit N hereto (a “Swing Line Advance Request”) so as to be received no later than 11:00 A.M. (Winston-Salem, North Carolina time) on or before the date of the proposed Swing Line Advance proposed therein (or such other time and date as the Borrower and the Swing Line Lender may agree), specifying:
(i) Each Borrower shall repay to the proposed date of such Swing Line Agent for Advance, which shall be a Domestic Business Day (the ratable account of the Swing Line Banks on the last day of the applicable Interest Period, the unpaid principal amount of any Swing Line Advance then outstanding.“Borrowing Date”); and
(ii) In the event that a Borrower does not repay a aggregate amount of such Swing Line Advance made to it in full on the last day of its Interest PeriodAdvance, on the Business Day immediately following such day, that Borrower which shall be deemed to have served a Notice at least $50,000 (or in larger multiples of Revolving Credit Borrowing for a Revolving Credit Borrowing $10,000) but shall not cause the limits specified in Section 2.15(a) to be made on the third Business Day thereafter in violated.
(c) The Swing Line Lender shall make the amount (including accrued interest) and currency of such Swing Line Advance available to the Borrower on such date by depositing the same, in immediately available funds, in an account of the Borrower maintained with the Swing Line Lender.
(d) Subject to the limitations contained in this Agreement, the Borrower may borrow under this Section 2.15, prepay and with an Interest Period reborrow under this Section 2.15 at any time before the Termination Date.
(e) At any time, upon the request of one month and such Revolving Credit Advance shall be made the Swing Line Lender, each Bank other than the Swing Line Lender shall, on the third Domestic Business Day after such request is made, purchase a participating interest in accordance with Section 2.02(aSwing Line Advances in an amount equal to its ratable share (based upon its respective Commitment) (without regard to the minimum amount thereof) and the proceeds thereof applied in repayment of such Swing Line AdvanceAdvances. On such Domestic Business Day, each Bank will immediately transfer to the Swing Line Lender, in immediately available funds, the amount of its participation. Whenever, at any time after the Swing Line Lender has received from any such Bank its participating interest in a Swing Line Loan, the Agent receives any payment on account thereof, the Agent will distribute to such Bank its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Bank’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Agent is required to be returned, such Bank will return to the Agent any portion thereof previously distributed by the Agent to it. Each Bank’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 set-off, counterclaim, recoupment, defense or other right which such Bank or any other Person may have against the Swing Line Lender requesting such purchase or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the termination of the Revolving Credit Commitments; (iii) any adverse change in the condition (financial or otherwise) of any Borrower, any Guarantor or any other Person; (iv) any breach of this Agreement by the Borrower, any Guarantor or any other Bank; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
(f) Notwithstanding anything contained herein in this Agreement to the contrary, for the time period from the day immediately following the end of the Interest Period for any such Swing Line Advance that is not repaid on the last day of its Interest Period until and including the third Business Day thereafter, Section 2.08(b) shall apply to the unpaid principal amount of any such Swing Line Advance.
(iii) Section 3.03 shall not apply to any Revolving Credit Advance to which facility contained in this Section 2.07(d2.15 shall terminate immediately upon: (i) refers.
(iv) In the circumstances set out in paragraph BB&T’s removal or resignation as Agent; or (ii) above, to the extent that it is not possible to make a Revolving Credit Advance due to the insolvency of a Borrower, the Lenders will indemnify (pro-rata according to their Revolving Credit Commitments) the Swing Line Banks for any loss that they incur as a result termination of the relevant Swing Line BorrowingCommitments (whether at maturity or otherwise).
Appears in 3 contracts
Samples: Credit Agreement (Bassett Furniture Industries Inc), Credit Agreement (Bassett Furniture Industries Inc), Credit Agreement (Bassett Furniture Industries Inc)
Swing Line Advances. Swing Line Lender may, on the terms and subject to the conditions hereinafter set forth (iincluding without limitation Section 2.5(c) Each Borrower shall repay hereof), make one or more advances in Dollars or in any Alternative Currency (each such advance being a “Swing Line Advance”) to any Borrower, from time to time on any Business Day during the period from the date hereof to (but excluding) the Revolving Credit Maturity Date in an aggregate amount, based on the Dollar Amount of any such Advances outstanding in Dollars and the Current Dollar Equivalent of any such Advances outstanding in Alternative Currencies, not to exceed at any time outstanding the Swing Line Agent for Maximum Amount. Swing Line Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of each Borrower to Swing Line Lender resulting from each Swing Line Advance of such Lender from time to time, including the ratable amounts of principal and interest payable thereon and paid to such Lender from time to time. The entries made in such account or accounts of Swing Line Lender shall, to the extent permitted by applicable law, be conclusive evidence, absent manifest error, of the existence and amounts of the obligations of such Borrower therein recorded; provided, however, that the failure of Swing Line Lender to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of such Borrower to repay the Swing Line Banks Advances (and all other amounts owing with respect thereto) made to such Borrower by Swing Line Lender in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject to the terms and conditions of this Agreement. Each Swing Line Advance shall mature and the principal amount thereof shall be due and payable by the applicable Borrower on the last day of the Interest Period applicable Interest Period, thereto (if any) and in the unpaid principal amount case of any Swing Line Advance then outstanding.
(ii) In the event that a Borrower does not repay a Swing Line Advance made to it in full on the last day of its Interest PeriodPrime-based Advance, on the Business Day immediately following such dayRevolving Credit Maturity Date. Each Borrower agrees that, upon the written request of Swing Line Lender (with a copy concurrently delivered to Agent) it will execute and deliver to Swing Line Lender Swing Line Notes executed by it provided, that Borrower shall be deemed to have served a Notice of Revolving Credit Borrowing for a Revolving Credit Borrowing to be made on the third Business Day thereafter in the amount (including accrued interest) and currency delivery of such Swing Line Advance and with an Interest Period of one month and such Revolving Credit Advance Notes shall not be made on the third Business Day in accordance with Section 2.02(a) (without regard a condition precedent to the minimum amount thereof) and the proceeds thereof applied in repayment of such Swing Line Advance. Notwithstanding anything contained herein to the contrary, for the time period from the day immediately following the end of the Interest Period for any such Swing Line Advance that is not repaid on the last day of its Interest Period until and including the third Business Day thereafter, Section 2.08(b) shall apply to the unpaid principal amount of any such Swing Line AdvanceRestatement Date.
(iii) Section 3.03 shall not apply to any Revolving Credit Advance to which this Section 2.07(d) refers.
(iv) In the circumstances set out in paragraph (ii) above, to the extent that it is not possible to make a Revolving Credit Advance due to the insolvency of a Borrower, the Lenders will indemnify (pro-rata according to their Revolving Credit Commitments) the Swing Line Banks for any loss that they incur as a result of the relevant Swing Line Borrowing.
Appears in 2 contracts
Samples: Credit Agreement (Vishay Intertechnology Inc), Credit Agreement (Vishay Intertechnology Inc)
Swing Line Advances. (i) Each Borrower shall repay to the Swing Line Agent for the ratable account of the Swing Line Banks on the last day of the applicable Interest Period, the unpaid principal amount of any Swing Line Advance then outstanding.
(ii) In the event that a Borrower does not repay a Swing Line Advance made to it in full on the last day of its Interest Period, on the Business Day immediately following such day, that Borrower shall be deemed to have served a Notice of Revolving Credit Borrowing for a Revolving Credit Borrowing to be made on the third Business Day thereafter in the amount (including accrued interest) and currency of such Swing Line Advance and with an Interest Period of one month and such Revolving Credit Advance shall be made on the third Business Day in accordance with Section 2.02(a) (without regard to the minimum amount thereof) and the proceeds thereof applied in repayment of such Swing Line Advance. Notwithstanding anything contained herein to the contrary, for the time period from the day immediately following the end of the Interest Period for any such Swing Line Advance that is not repaid on the last day of its Interest Period until and including the third Business Day thereafter, Section 2.08(b) shall apply to the unpaid principal amount of any such Swing Line Advance.
(iii) Section 3.03 shall not apply to any Revolving Credit Advance to which this Section 2.07(d2.07(c) refers.
(iv) In the circumstances set out in paragraph (ii) above, to the extent that it is not possible to make a Revolving Credit Advance due to the insolvency of a Borrower, the Lenders will indemnify (pro-rata according to their Revolving Credit Commitments) the Swing Line Banks for any loss that they incur as a result of the relevant Swing Line Borrowing.
Appears in 2 contracts
Samples: Five Year Credit Agreement (Honeywell International Inc), Five Year Credit Agreement (Honeywell International Inc)
Swing Line Advances. (a) Subject to the terms and conditions hereof, and relying on the representations and warranties herein set forth, the Swing Line Lender shall make swing line loans (the “Swing Line Advances”) to the Borrower at any time or from time to time after the date hereof to, but not including the Termination Date in an aggregate outstanding principal amount up to but not in excess of the amount of the Swing Line Commitment as requested by the Borrower; provided, that, (a) after giving effect to any amount requested, the Revolving Credit Advances outstanding shall not exceed the Commitments of all of the Lenders and (b) the aggregate principal amount of all outstanding Swing Line Advances (after giving effect to any amount requested), shall not exceed the lesser of (i) the Commitments of all of the Lenders less the sum of all outstanding Revolving Credit Advances and the Letter of Credit Obligations and (ii) the Swing Line Commitment. Within the foregoing limits, the Borrower may prior to the Termination Date borrow, repay and reborrow under the Swing Line Commitment, subject to and in accordance with the terms and limitations hereof. The interest rate for a Swing Line Advance shall be the Daily LIBOR Rate plus the Applicable Margin in effect from time to time for Eurodollar Rate Advances (or, if the Daily LIBOR Rate is unavailable, the Base Rate plus the Applicable Margin in effect from time to time for Base Rate Advances), and such interest shall be due and payable in arrears on the first Business Day of each month.
(b) Each request for a Swing Line Advance (each a “Notice of Swing Line Borrowing”) shall be in writing (or by telephone immediately confirmed in writing, it being understood that the Swing Line Lender may rely on the authority of any individual making such telephonic request without the necessity of receipt of such written confirmation) in substantially the form of Exhibit B-2 hereto and received by the Swing Line Lender not later than 1:00 p.m. (Pittsburgh, Pennsylvania time) on the Business Day such Swing Line Advance is to be made (or such later time as the Swing Line Lender shall agree in its discretion), specifying in each case (i) the amount to be borrowed, and (ii) the requested borrowing date. The request for such Swing Line Advance shall be irrevocable. The Swing Line Lender shall, not later than 4:00 p.m. (Pittsburgh, Pennsylvania time) on the date specified in the Borrower’s request for such Swing Line Advance, make such Swing Line Advance by crediting the deposit account designated by the Borrower in writing at the time of such request. Each Swing Line Advance shall be in an original principal amount of $100,000 or in integral amounts of $100,000 in excess thereof. The obligation of the Borrower to repay the Swing Line Advances may be evidenced by a promissory note of the Borrower dated the date hereof, payable to the Swing Line Lender in the principal amount of the Swing Line Commitment and substantially in the form of Exhibit A-2 (as amended, supplemented or otherwise modified from time to time, the “Swing Line Note”).
(c) The Borrower shall have the right at any time and from time to time to prepay the Swing Line Advances, in whole or in part, without premium or penalty, upon prior written, facsimile or telephonic notice to the Swing Line Lender given no later than 1:00 p.m. (Pittsburgh, Pennsylvania time) on the date of any proposed prepayment (each such date, a “Swing Line Prepayment Date”). Each notice of prepayment shall specify the Swing Line Advance to be prepaid and the amount to be prepaid (which, except in the case of payment in full, shall be in the principal amount of $100,000 or in integral multiples of $100,000 in excess thereof), shall be irrevocable and shall commit the Borrower to prepay such amount on such date. All Swing Line Advances and accrued interest thereon shall be payable on the Termination Date.
(d) If a Swing Line Advance has not been repaid within seven (7) Business Days of the date that such Swing Line Advance was made, the Swing Line Lender shall notify the Agent and the Agent shall notify each Lender thereof and of each Lender’s pro rata share (based on its Ratable Share) thereof. Each Lender shall before 12:00 noon (Pittsburgh, Pennsylvania time) on the next Business Day and whether or not one or more Events of Default shall exist (other than an Event of Default under Section 6.01(e)) make available to the Agent, in immediately available funds, the amount of its pro rata share (based on its Ratable Share) of the principal amount of such Swing Line Advance outstanding. Upon such payment by a Lender, such Lender shall be deemed to have made a Revolving Credit Advance to the Borrower, notwithstanding any failure of the Borrower to satisfy the conditions in Section 3.02. The Agent shall use such funds to repay the principal amount of such Swing Line Advance to the Swing Line Lender. The failure of any Lender to make available to the Agent for the ratable account of the Swing Line Banks on the last day of the applicable Interest Period, the unpaid principal amount of any Swing Line Advance then outstanding.
(ii) In the event that a Borrower does not repay a Swing Line Advance made to it in full on the last day of its Interest Period, on the Business Day immediately following such day, that Borrower shall be deemed to have served a Notice of Revolving Credit Borrowing for Lender a Revolving Credit Borrowing to Advance as provided in this Section 2.03(d) shall be made on the third Business Day thereafter treated for all purposes in the amount (including accrued interest) and currency same manner as the failure of such Swing Line Advance and with an Interest Period of one month and such Revolving Credit Advance shall be made on the third Business Day in accordance with Section 2.02(a) (without regard to the minimum amount thereof) and the proceeds thereof applied in repayment of such Swing Line Advance. Notwithstanding anything contained herein to the contrary, for the time period from the day immediately following the end of the Interest Period for any such Swing Line Advance that is not repaid on the last day of its Interest Period until and including the third Business Day thereafter, Section 2.08(b) shall apply to the unpaid principal amount of any such Swing Line Advance.
(iii) Section 3.03 shall not apply to any Revolving Credit Advance to which this Section 2.07(d) refers.
(iv) In the circumstances set out in paragraph (ii) above, to the extent that it is not possible a Lender to make a Revolving Credit Advance due under Section 2.02(d) and (e) and shall be subject to the insolvency provisions of a Borrowersuch Sections.
(e) Upon the occurrence and during the continuance of an Event of Default, the Agent may, and upon the request of the Required Lenders will indemnify shall, require the Borrower to pay interest (pro-rata according to their Revolving Credit Commitments“Default Interest on Swing Line Advances”) on (i) the unpaid principal amount of each Swing Line Banks for Advance, payable on demand at a rate per annum equal at all times to 2% per annum above the Base Rate plus the Applicable Margin in effect from time to time and (ii) to the fullest extent permitted by law, the amount of any loss interest payable hereunder with respect to Swing Line Advances that they incur as is not paid when due, payable on demand, at a result rate per annum equal at all times to 2% per annum above the Base Rate plus the Applicable Margin in effect from time to time, provided, however, that following acceleration of the relevant Advances pursuant to Section 6.01, Default Interest on Swing Line BorrowingAdvances shall accrue and be payable hereunder whether or not previously required by the Agent and shall be paid in full on demand.
Appears in 2 contracts
Samples: Credit Agreement (Ugi Utilities Inc), Credit Agreement (Ugi Utilities Inc)
Swing Line Advances. From and after the Effective Date and until the Commitment Termination Date and subject to the terms and conditions hereof, the Swing Line Lender agrees to make advances (each such advance hereunder, a “Swing Line Advance”) to the Borrower from time to time; provided that if the Swing Line Lender believes in good faith and within its commercially reasonable credit judgment that one or more Lenders is or will be a Non-Funding Lender, the Swing Line Lender may, in its sole discretion after consultation with the Borrower and the Servicer, elect not to make the portion of a Swing Line Advance equal to the Pro Rata Share of such Lender or Lenders of the requested amount of the Swing Line Advance unless the Swing Line Lender shall have received Adequate Security with respect to such portion of the requested Swing Line Advance. Except to the extent provided in Section 2.06(c), the Swing Line Lender shall not make any Swing Line Advance if, after giving effect thereto, a Funding Excess would exist. The aggregate amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions set forth herein. Unless the Swing Line Lender has (i) Each received prior written notice from any Lender, the Servicer or the Borrower instructing it not to make a Swing Line Advance because of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied or (ii) actual knowledge of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied, the Swing Line Lender shall, notwithstanding the failure of any such condition precedent to be satisfied, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(ii) or purchase participating interests in accordance with Section 2.01(b)(iii).
(i) If requested by the Swing Line Lender, the Borrower shall repay execute and deliver to the Swing Line Agent for Lender a note to evidence the ratable account Swing Line Loan. Such note shall be in the principal amount of the Swing Line Banks on Commitment and substantially in the last day form of Exhibit 2.01(b)(i) (the “Swing Line Note”). The Swing Line Note shall represent the obligation of the applicable Interest Period, Borrower to pay the unpaid principal amount of any Swing Line Advance then outstandingLoan, together with interest thereon as prescribed in Section 2.06.
(ii) In the event that a Borrower does not repay a The Swing Line Advance made Lender, at any time and from time to it in full on the last day of its Interest Period, on the time not less than two (2) Business Day immediately following such day, that Borrower shall be deemed to have served a Notice of Revolving Credit Borrowing for a Revolving Credit Borrowing to be made on the third Business Day thereafter in the amount (including accrued interest) and currency of such Swing Line Advance and with an Interest Period of one month and such Revolving Credit Advance shall be made on the third Business Day in accordance with Section 2.02(a) (without regard to the minimum amount thereof) and the proceeds thereof applied in repayment of such Days after making any Swing Line Advance. Notwithstanding anything contained herein to the contrary, for the time period from the day immediately following the end shall on behalf of the Interest Period for any such Borrower (and the Borrower hereby irrevocably authorizes the Swing Line Advance that is not repaid Lender to so act on its behalf) request each Lender (excluding the last day of its Interest Period until and including the third Business Day thereafter, Section 2.08(b) shall apply to the unpaid principal amount of any such Swing Line Advance.
(iiiLender) Section 3.03 shall not apply to any Revolving Credit Advance to which this Section 2.07(d) refers.
(iv) In the circumstances set out in paragraph (ii) above, to the extent that it is not possible to make a Revolving Credit Advance due to the insolvency Borrower in an amount equal to such Lender’s Pro Rata Share of a Borrower, the Lenders will indemnify (pro-rata according to their Revolving Credit Commitments) principal amount of the Swing Line Banks Loan (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless the Commitment Termination Date has occurred and regardless of whether the conditions precedent set forth in Sections 3.01 and 3.02 to the making of an Advance are then satisfied, each Lender shall disburse directly to the Administrative Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 2:00 p.m. (New York time), in immediately available funds on the Business Day next succeeding the date on which such notice is given.
(iii) If, prior to refunding a Swing Line Loan with a Revolving Credit Advance pursuant to Section 2.01(b)(ii), the Commitment Termination Date or one of the events described in Sections 8.01(d) or (e) has occurred, then, subject to the provisions of Section 2.01(b)(iv) below, each Lender shall, on the date such Revolving Credit Advance was to have been made for the benefit of the Borrower, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request by the Swing Line Lender, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest.
(iv) Each Lender’s obligation to make Revolving Credit Advances in accordance with Section 2.01(b)(ii) and to purchase participation interests in accordance with Section 2.01(b)(iii) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, the Borrower or any other Person for any loss that they incur as a result reason whatsoever; (B) the occurrence or continuance of any Termination Event or Incipient Termination Event; (C) any inability of the relevant Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time; or (D) other than any Swing Line BorrowingAdvance that is made in an amount greater than the Swing Line Availability at such time (unless such Swing Line Advance is made to charge or otherwise pay for amounts described in Section 2.06), other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Lender does not make available to the Administrative Agent or the Swing Line Lender, as applicable, the amount required pursuant to Sections 2.01(b)(ii) or (b)(iii), as the case may be, the Swing Line Lender shall be entitled, in its discretion, to (x) to recover such amount on demand from such Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Rate for the first two Business Days and at the Index Rate thereafter and (y) apply, to the extent and in satisfaction of such amount, any collateral provided by or on behalf of such Lender as Adequate Security.
(v) Notwithstanding anything herein to the contrary, if the Swing Line Lender elects not to make the portion of a Swing Line Advance in respect of any Lender (a “Specified Lender”) pursuant to the proviso to the first sentence of Section 2.01(b), each other Lender’s obligation to make Revolving Credit Advances in accordance with Section 2.01(b)(ii) and to purchase participation interests in accordance with Section 2.01(b)(iii) in respect of such Swing Line Advance shall be calculated ratably based on the respective Revolving Commitments of the Lenders (other than, for the avoidance of doubt, any Lender that is a Specified Lender).
Appears in 2 contracts
Samples: Credit and Security Agreement (SunGard Systems International Inc.), Credit and Security Agreement (Sungard Data Systems Inc)
Swing Line Advances. The Swing Line Bank shall, on the terms and subject to the conditions hereinafter set forth (iincluding without limitation Section 2.5(c) Each hereof), make one or more advances in Dollars or in any Alternative Currency (each such advance being a "Swing Line Advance") to Company or any of the Permitted Borrowers (provided that any such Permitted Borrower shall repay has become a party to this Agreement, either by execution and delivery of this Agreement, or by complying with the terms and conditions set forth in Section 2.1(a) hereof), from time to time on any Business Day during the period from the date hereof to (but excluding) the Revolving Credit Maturity Date in an aggregate amount, based on the Dollar Amount of any such Advances outstanding in Dollars and the Current Dollar Equivalent of any such Advances outstanding in Alternative Currencies, not to exceed at any time outstanding the Swing Line Agent for Maximum Amount. Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the ratable Company and each of the Permitted Borrowers to Swing Line Bank resulting from each Swing Line Advance of such Lender from time to time, including the amounts of principal and interest payable thereon and paid to such Lender from time to time. The entries made in such account or accounts of Swing Line Bank shall, to the extent permitted by applicable law, be conclusive evidence, absent manifest error, of the existence and amounts of the obligations of the Company and the Permitted Borrower therein recorded; provided, however, that the failure of Swing Line Bank to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of each of the Company and each Permitted Borrower to repay the Swing Line Banks Advances (and all other amounts owing with respect thereto) made to the Company or such Permitted Borrower by Swing Line Bank in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject to the terms and conditions of this Agreement. Each Swing Line Advance shall mature and the principal amount thereof shall be due and payable by Company or the applicable Permitted Borrower on the last day of the Interest Period applicable Interest Period, thereto (if any) and in the unpaid principal amount case of any Swing Line Advance then outstanding.
(ii) In the event that a Borrower does not repay a Swing Line Advance made to it in full on the last day of its Interest PeriodPrime-based Advance, on the Business Day immediately following such dayRevolving Credit Maturity Date. The Company agrees that, upon the written request of Swing Line Bank (with a copy concurrently delivered to the Agent), the Company and each of the Permitted Borrowers will execute and deliver to Swing Line Bank Swing Line Notes of each of the Company and each of the Permitted Borrowers; provided, that Borrower shall be deemed to have served a Notice of Revolving Credit Borrowing for a Revolving Credit Borrowing to be made on the third Business Day thereafter in the amount (including accrued interest) and currency delivery of such Swing Line Advance and with an Interest Period of one month and such Revolving Credit Advance Notes shall not be made on the third Business Day in accordance with Section 2.02(a) (without regard a condition precedent to the minimum amount thereof) and the proceeds thereof applied in repayment of such Swing Line Advance. Notwithstanding anything contained herein to the contrary, for the time period from the day immediately following the end of the Interest Period for any such Swing Line Advance that is not repaid on the last day of its Interest Period until and including the third Business Day thereafter, Section 2.08(b) shall apply to the unpaid principal amount of any such Swing Line AdvanceEffective Date.
(iii) Section 3.03 shall not apply to any Revolving Credit Advance to which this Section 2.07(d) refers.
(iv) In the circumstances set out in paragraph (ii) above, to the extent that it is not possible to make a Revolving Credit Advance due to the insolvency of a Borrower, the Lenders will indemnify (pro-rata according to their Revolving Credit Commitments) the Swing Line Banks for any loss that they incur as a result of the relevant Swing Line Borrowing.
Appears in 2 contracts
Samples: Long Term Revolving Credit Agreement (Vishay Intertechnology Inc), Long Term Revolving Credit Agreement (Vishay Intertechnology Inc)
Swing Line Advances. From and after the Restatement Effective Date and until the Commitment Termination Date and subject to the terms and conditions hereof, the Swing Line Lender agrees to make advances (each such advance hereunder, a “Swing Line Advance”) to the Borrower from time to time; provided that if the Swing Line Lender believes in good faith and within its commercially reasonable credit judgment that one or more Lenders is or will be a Non-Funding Lender, the Swing Line Lender may, in its sole discretion after consultation with the Borrower and the Servicer, elect not to make the portion of a Swing Line Advance equal to the Pro Rata Share of such Lender or Lenders of the requested amount of the Swing Line Advance unless the Swing Line Lender shall have received Adequate Security with respect to such portion of the requested Swing Line Advance. Except to the extent provided in Section 2.06(c), the Swing Line Lender shall not make any Swing Line Advance if, after giving effect thereto, a Funding Excess would exist. The aggregate amount of the Swing Line Loan shall not at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time to time borrow, repay and reborrow Swing Line Advances hereunder on the terms and conditions set forth herein. Unless the Swing Line Lender has (i) Each received prior written notice from any Lender, the Servicer or the Borrower instructing it not to make a Swing Line Advance because of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied or (ii) actual knowledge of the failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied, the Swing Line Lender shall, notwithstanding the failure of any such condition precedent to be satisfied, be entitled to fund such Swing Line Advance, and to have the Lenders make Revolving Credit Advances in accordance with Section 2.01(b)(ii) or purchase participating interests in accordance with Section 2.01(b)(iii). Any “Swing Line Advances” outstanding under the Existing Credit Agreement as of the Restatement Effective Date shall constitute Swing Line Advances hereunder.
(i) If requested by the Swing Line Lender, the Borrower shall repay execute and deliver to the Swing Line Agent for Lender a note to evidence the ratable account Swing Line Loan. Such note shall be in the principal amount of the Swing Line Banks on Commitment and substantially in the last day form of Exhibit 2.01(b)(i) (the “Swing Line Note”). The Swing Line Note shall represent the obligation of the applicable Interest Period, Borrower to pay the unpaid principal amount of any Swing Line Advance then outstandingLoan, together with interest thereon as prescribed in Section 2.06.
(ii) In the event that a Borrower does not repay a The Swing Line Advance made Lender, at any time and from time to it in full on the last day of its Interest Period, on the time not less than two (2) Business Day immediately following such day, that Borrower shall be deemed to have served a Notice of Revolving Credit Borrowing for a Revolving Credit Borrowing to be made on the third Business Day thereafter in the amount (including accrued interest) and currency of such Swing Line Advance and with an Interest Period of one month and such Revolving Credit Advance shall be made on the third Business Day in accordance with Section 2.02(a) (without regard to the minimum amount thereof) and the proceeds thereof applied in repayment of such Days after making any Swing Line Advance. Notwithstanding anything contained herein to the contrary, for the time period from the day immediately following the end shall on behalf of the Interest Period for any such Borrower (and the Borrower hereby irrevocably authorizes the Swing Line Advance that is not repaid Lender to so act on its behalf) request each Lender (excluding the last day of its Interest Period until and including the third Business Day thereafter, Section 2.08(b) shall apply to the unpaid principal amount of any such Swing Line Advance.
(iiiLender) Section 3.03 shall not apply to any Revolving Credit Advance to which this Section 2.07(d) refers.
(iv) In the circumstances set out in paragraph (ii) above, to the extent that it is not possible to make a Revolving Credit Advance due to the insolvency Borrower in an amount equal to such Lender’s Pro Rata Share of a Borrower, the Lenders will indemnify (pro-rata according to their Revolving Credit Commitments) principal amount of the Swing Line Banks Loan (the “Refunded Swing Line Loan”) outstanding on the date such notice is given. Unless the Commitment Termination Date has occurred and regardless of whether the conditions precedent set forth in Sections 3.01 and 3.02 to the making of an Advance are then satisfied, each Lender shall disburse directly to the Administrative Agent, its Pro Rata Share of a Revolving Credit Advance on behalf of the Swing Line Lender, prior to 2:00 p.m. (New York time), in immediately available funds on the Business Day next succeeding the date on which such notice is given.
(iii) If, prior to refunding a Swing Line Loan with a Revolving Credit Advance pursuant to Section 2.01(b)(ii), the Commitment Termination Date or one of the events described in Sections 8.01(d) or (e) has occurred, then, subject to the provisions of Section 2.01(b)(iv) below, each Lender shall, on the date such Revolving Credit Advance was to have been made for the benefit of the Borrower, purchase from the Swing Line Lender an undivided participation interest in the Swing Line Loan in an amount equal to its Pro Rata Share of such Swing Line Loan. Upon request by the Swing Line Lender, each Lender shall promptly transfer to the Swing Line Lender, in immediately available funds, the amount of its participation interest.
(iv) Each Lender’s obligation to make Revolving Credit Advances in accordance with Section 2.01(b)(ii) and to purchase participation interests in accordance with Section 2.01(b)(iii) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swing Line Lender, the Borrower or any other Person for any loss that they incur as a result reason whatsoever; (B) the occurrence or continuance of any Termination Event or Incipient Termination Event; (C) any inability of the relevant Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time; or (D) other than any Swing Line BorrowingAdvance that is made in an amount greater than the Swing Line Availability at such time (unless such Swing Line Advance is made to charge or otherwise pay for amounts described in Section 2.06), other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If any Lender does not make available to the Administrative Agent or the Swing Line Lender, as applicable, the amount required pursuant to Sections 2.01(b)(ii) or (b)(iii), as the case may be, the Swing Line Lender shall be entitled, in its discretion, to (x) to recover such amount on demand from such Lender, together with interest thereon for each day from the date of non-payment until such amount is paid in full at the Federal Funds Rate for the first two Business Days and at the Index Rate thereafter and (y) apply, to the extent and in satisfaction of such amount, any collateral provided by or on behalf of such Lender as Adequate Security.
(v) Notwithstanding anything herein to the contrary, if the Swing Line Lender elects not to make the portion of a Swing Line Advance in respect of any Lender (a “Specified Lender”) pursuant to the proviso to the first sentence of Section 2.01(b), each other Lender’s obligation to make Revolving Credit Advances in accordance with Section 2.01(b)(ii) and to purchase participation interests in accordance with Section 2.01(b)(iii) in respect of such Swing Line Advance shall be calculated ratably based on the respective Revolving Commitments of the Lenders (other than, for the avoidance of doubt, any Lender that is a Specified Lender).
Appears in 2 contracts
Samples: Credit and Security Agreement (Sungard Data Systems Inc), Credit and Security Agreement (Sungard Capital Corp Ii)
Swing Line Advances. The Swing Line Bank shall, on the terms and subject to the conditions hereinafter set forth (iincluding without limitation Section 2.15(c) Each Borrower shall repay hereof), make one or more advances (each such advance being a "Swing Line Advance") to the Company, from time to time on any Business Day during the period from the date hereof to (but excluding) the Revolving Credit Maturity Date in an amount not to exceed in the aggregate at any time outstanding the Swing Line Agent for Maximum Amount. The Swing Line Bank shall not make any Swing Line Advance if it shall have received written notice from a Bank that the ratable conditions to the making of the Advance set forth in Section 4 have not been satisfied. Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the Company to Swing Line Bank resulting from each Swing Line Advance of such Bank from time to time, including the amounts of principal and interest payable thereon and paid to such Bank from time to time. The entries made in such account or accounts of Swing Line Bank shall, to the extent permitted by applicable law, be conclusive evidence, absent manifest error, of the existence and amounts of the obligations of the Company therein recorded; provided, however, that the failure of Swing Line Bank to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of the Company to repay the Swing Line Banks Advances (and all other amounts owing with respect thereto) made to Company by Swing Line Bank in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject to the terms and conditions of this Agreement. Each Swing Line Advance shall mature and the principal amount thereof shall be due and payable by the Company in the case of any Quoted Rate Advance, on the last day of the Interest Period applicable Interest Periodthereto (if any) and, in the case of any Prime-based Advance, on the Revolving Credit Maturity Date. The Company agrees that, upon the written request of Swing Line Bank, the unpaid principal amount of any Company will execute and deliver to Swing Line Advance then outstanding.
(ii) In the event that a Borrower does not repay Bank a Swing Line Advance made to it in full on the last day of its Interest Period, on the Business Day immediately following such dayNote; provided, that Borrower shall be deemed to have served a Notice of Revolving Credit Borrowing for a Revolving Credit Borrowing to be made on the third Business Day thereafter in the amount (including accrued interest) and currency delivery of such Swing Line Advance and with an Interest Period of one month and such Revolving Credit Advance Note shall not be made on the third Business Day in accordance with Section 2.02(a) (without regard a condition precedent to the minimum amount thereof) and the proceeds thereof applied in repayment of such Swing Line Advance. Notwithstanding anything contained herein to the contrary, for the time period from the day immediately following the end of the Interest Period for any such Swing Line Advance that is not repaid on the last day of its Interest Period until and including the third Business Day thereafter, Section 2.08(b) shall apply to the unpaid principal amount of any such Swing Line AdvanceEffective Date.
(iii) Section 3.03 shall not apply to any Revolving Credit Advance to which this Section 2.07(d) refers.
(iv) In the circumstances set out in paragraph (ii) above, to the extent that it is not possible to make a Revolving Credit Advance due to the insolvency of a Borrower, the Lenders will indemnify (pro-rata according to their Revolving Credit Commitments) the Swing Line Banks for any loss that they incur as a result of the relevant Swing Line Borrowing.
Appears in 2 contracts
Samples: Credit Agreement (North Pointe Holdings Corp), Credit Agreement (North Pointe Holdings Corp)
Swing Line Advances. (i) Each Borrower shall repay to the Swing Line Administrative Agent for the ratable account of the each Swing Line Banks on the last day of the applicable Interest Period, the unpaid principal amount of any Swing Line Advance then outstanding.
(ii) In the event that a Borrower does not repay Bank and each other Lender which has made a Swing Line Advance the outstanding principal amount of each Swing Line Advance made by each of them to it such Borrower on the earlier of the maturity date specified in the applicable Notice of Swing Line Borrowing (which maturity shall be no later than three Business Days after the requested date of such Borrowing) and the earliest Termination Date then in effect; provided that if the Termination Date for any Tranche shall have occurred at a time when there are Commitments of a Tranche that will remain in effect after the occurrence of such Termination Date, then on such Termination Date all then outstanding Swing Line Advances shall be repaid in full (and there shall be no adjustment to the participations of the Lenders in such Swing Line Advances as a result of the occurrence of such Termination Date); provided that if on the last day occurrence of its Interest Periodsuch Termination Date (after giving effect to any repayments of Revolving Credit Advances and any reallocation of Letter of Credit participations as contemplated in Section 2.17(c)), there shall exist sufficient unutilized Commitments so that the respective outstanding Swing Line Advances could be incurred pursuant to the Commitments of such Tranche that will remain in effect after the occurrence of such Termination Date, then there shall be an automatic adjustment on such Termination Date of the Business Day immediately following participations in such day, that Borrower Swing Line Advances among the Extending Lenders and the same shall be deemed to have served a Notice been incurred solely pursuant to the Commitments of Revolving Credit Borrowing for a Revolving Credit Borrowing to be made on such Tranche that will remain in effect after the third Business Day thereafter in the amount (including accrued interest) occurrence of such Termination Date, and currency of such Swing Line Advance and with an Interest Period of one month and such Revolving Credit Advance Advances shall not be made so required to be repaid in full on the third Business Day in accordance with Section 2.02(a) (without regard to the minimum amount thereof) and the proceeds thereof applied in repayment of such Swing Line Advance. Notwithstanding anything contained herein to the contrary, for the time period from the day immediately following the end of the Interest Period for any such Swing Line Advance that is not repaid on the last day of its Interest Period until and including the third Business Day thereafter, Section 2.08(b) shall apply to the unpaid principal amount of any such Swing Line AdvanceTermination Date.
(iii) Section 3.03 shall not apply to any Revolving Credit Advance to which this Section 2.07(d) refers.
(iv) In the circumstances set out in paragraph (ii) above, to the extent that it is not possible to make a Revolving Credit Advance due to the insolvency of a Borrower, the Lenders will indemnify (pro-rata according to their Revolving Credit Commitments) the Swing Line Banks for any loss that they incur as a result of the relevant Swing Line Borrowing.
Appears in 1 contract
Swing Line Advances. (ia) Each The Swing Line Bank shall, on the terms and subject to the conditions hereinafter set forth (including without limitation Section 2.5(c) hereof), make one or more advances in Dollars or in any Alternative Currency (each such advance being a "Swing Line Advance") to any of the Revolving Borrowers (provided that any Permitted Borrower shall repay requesting Swing Line Advances hereunder has become a party to this Agreement, either by execution and delivery of this Agreement, or by complying with the terms and conditions set forth in Section 2.1(a) hereof), from time to time on any Business Day during the period from the date hereof to (but excluding) the Revolving Credit Maturity Date in an aggregate amount, based on the Dollar Amount of any such Advances outstanding in Dollars and the Current Dollar Equivalent of any such Advances outstanding in Alternative Currencies, not to exceed at any time outstanding the Swing Line Agent for Maximum Amount. Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of each of the ratable Revolving Borrowers to Swing Line Bank resulting from each Swing Line Advance of such Bank from time to time, including the amounts of principal and interest payable thereon and paid to such Bank from time to time. The entries made in such account or accounts of Swing Line Bank shall, to the extent permitted by applicable law, be conclusive evidence, absent manifest error, of the existence and amounts of the obligations of the Revolving Borrower therein recorded; provided, however, that the failure of Swing Line Bank to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of each of each Revolving Borrower to repay the Swing Line Banks Advances (and all other amounts owing with respect thereto) made to such Revolving Borrower by Swing Line Bank in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject to the terms and conditions of this Agreement. Each Swing Line Advance shall mature and the principal amount thereof shall be due and payable by the applicable Revolving Borrower on the last day of the Interest Period applicable thereto (if any). The Revolving Borrowers agree that, upon the written request of Swing Line Bank (with a copy to Autocam), each of the Revolving Borrowers will execute and deliver to Swing Line Bank Swing Line Notes; provided, that the delivery of such Swing Line Notes shall not be a condition precedent to the Effective Date.
(b) Each Swing Line Advance shall, from time to time after the date of such Advance, bear interest at its Applicable Interest Rate. The amount and date of each Swing Line Advance, its Applicable Interest Rate, its Interest Period, if any, and the unpaid amount and date of any repayment shall be noted on Swing Line Bank's account maintained pursuant to Section 2.5(a), which records will be conclusive evidence thereof, absent manifest error; provided, however, that any failure by the Swing Line Bank to record any such information shall not relieve the applicable Revolving Borrower of its obligation to repay the outstanding principal amount of such Advance, all interest accrued thereon and any amount payable with respect thereto in accordance with the terms of this Agreement and the other Loan Documents.
(c) Autocam or a Permitted Borrower may request a Swing Line Advance then outstandingonly after delivery to Swing Line Bank of a Request for Swing Line Advance executed by a person previously authorized in a writing delivered to the Agent by the applicable Revolving Borrower in writing to make such requests, subject to the following and to the remaining provisions hereof:
(i) each such Request for Swing Line Advance shall set forth the information required on the Request for Advance form annexed hereto as Exhibit D, including without limitation:
(A) the proposed date of such Swing Line Advance, which must be a Business Day;
(B) whether such Swing Line Advance is to be a Prime-based Advance, a Eurocurrency-based Advance or a Quoted Rate Advance;
(C) the duration of the Interest Period applicable thereto; and
(D) in the case of a Eurocurrency-based Advance, the Alternative Currency, if any in which such Advance is to be made.
(ii) In the event that a Borrower does not repay a Dollar Amount of the principal amount of such requested Swing Line Advance made to it in full on Advance, plus the last day aggregate principal amount of its Interest Period, on the Business Day immediately following such day, that Borrower shall be deemed to have served a Notice of Revolving Credit Borrowing for a Revolving Credit Borrowing all other Swing Line Advances then outstanding hereunder (including any other Swing Line Advances requested to be made on such date) to any of the third Business Day thereafter Revolving Borrowers (using the Current Dollar Equivalent of any such Advances outstanding in any Alternative Currency, determined pursuant to the amount (including accrued interest) and currency terms hereof as of the date of such requested Advance) shall not exceed the Swing Line Advance and with an Interest Period Maximum Amount;
(iii) as of one month and such Revolving Credit Advance shall be made on the third Business Day in accordance with Section 2.02(a) (without regard to the minimum amount thereof) and the proceeds thereof applied in repayment proposed date of such Swing Line Advance. Notwithstanding anything contained herein , the Dollar Amount of the principal amount of such requested Swing Line Advance, plus the aggregate principal amount of all other Swing Line Advances and all Advances of the Revolving Credit then outstanding hereunder (including any Revolving Credit Advances or other Swing Line Advances requested to be made on such date) to any of the Revolving Borrowers (using the Current Dollar Equivalent of any such Advances outstanding in any Alternative Currency, determined pursuant to the contrary, for the time period from the day immediately following the end terms hereof as of the Interest Period date of such requested Advance), and the aggregate undrawn portion of any Letters of Credit which shall be outstanding as of the date of the requested Swing Line Advance (based on the Dollar Amount of the undrawn portion of any Letters of Credit denominated in Dollars and the Current Dollar Equivalent of the undrawn portion of any Letters of Credit denominated in any Alternative Currency), plus the aggregate face amount of Letters of Credit requested but not yet issued (determined as aforesaid), plus the unreimbursed amount of any draws under Letters of Credit (using the Current Dollar Equivalent thereof for any Letters of Credit denominated in any Alternative Currency) shall not exceed the then applicable Revolving Credit Aggregate Commitment; (iv) in the case of any Permitted Borrower, as of the proposed date of such Swing Line Advance, the principal amount of the requested Swing Line Advance that is not repaid on to such Permitted Borrower (determined as aforesaid), plus the last day of its Interest Period until and including the third Business Day thereafter, Section 2.08(b) shall apply to the unpaid aggregate principal amount of any such other Swing Line Advance.
Advances and all other Advances then outstanding to such Permitted Borrower hereunder (iiiincluding, without duplication, Revolving Credit Advances or Swing Line Advances requested to be made on such date) Section 3.03 determined as aforesaid, plus the aggregate undrawn portion of any Letters of Credit which shall be outstanding as of the date of the requested Swing Line Advance for the account of such Permitted Borrower, plus the aggregate face amount of any Letters of Credit requested but not yet issued for the account of such Permitted Borrower hereunder (in each case determined as aforesaid), plus the unreimbursed amount of any drawings under any Letters of Credit (using the Current Dollar Equivalent thereof for any Letters of Credit denominated in any Alternative Currency) issued for the account of such Permitted Borrower, shall not apply exceed the applicable Permitted Borrower Sublimit; (v) in the case of a Prime-based Advance, the principal amount of the initial funding of such Advance, as opposed to any Revolving Credit Advance to which this Section 2.07(d) refers.
refunding or conversion thereof, shall be at least Two Hundred Fifty Thousand Dollars (iv) In the circumstances set out in paragraph (ii) above, to the extent that it is not possible to make a Revolving Credit Advance due to the insolvency of a Borrower, the Lenders will indemnify (pro-rata according to their Revolving Credit Commitments) the Swing Line Banks for any loss that they incur as a result of the relevant Swing Line Borrowing.$250,000);
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Autocam Corp/Mi)
Swing Line Advances. (i) Each Borrower The Borrowers shall repay to the Swing Line Administrative Agent for the ratable account of the Swing Line Banks on the last day of the applicable Interest Period, the unpaid principal amount of any Swing Line Advance then outstanding.
(ii) In the event that a Borrower does not repay Bank and each other Lender which has made a Swing Line Advance the outstanding principal amount of each Swing Line Advance made to it by each of them on the earlier of the maturity date specified in the applicable Notice of Swing Line Borrowing (which maturity shall be no later than three Business Days after the requested date of such Borrowing) and the Termination Date; provided that if the Original Termination Date shall have occurred at a time when a tranche of Extended Commitments is in effect, then on the Original Termination Date all then outstanding Swing Line Advances shall be repaid in full (and there shall be no adjustment to the participations of the Lenders in such Swing Line Advances as a result of the occurrence of the Original Termination Date); provided that if on the last day occurrence of its Interest Periodthe Original Termination Date (after giving effect to any repayments of Revolving Credit Advances and any reallocation of Letter of Credit participations as contemplated in Section 2.18(c)), there shall exist sufficient unutilized Extended Commitments so that the respective outstanding Swing Line Advances could be incurred pursuant to the Extended Commitments that will remain in effect after the occurrence of the Original Termination Date, then there shall be an automatic adjustment on the Business Day immediately following Original Termination Date of the participations in such day, that Borrower Swing Line Advances among the Extending Lenders and the same shall be deemed to have served a Notice of Revolving Credit Borrowing for a Revolving Credit Borrowing been incurred solely pursuant to be made on the third Business Day thereafter in the amount (including accrued interest) such Extended Commitments, and currency of such Swing Line Advance and with an Interest Period of one month and such Revolving Credit Advance Advances shall not be made so required to be repaid in full on the third Business Day in accordance with Section 2.02(a) (without regard to the minimum amount thereof) and the proceeds thereof applied in repayment of such Swing Line Advance. Notwithstanding anything contained herein to the contrary, for the time period from the day immediately following the end of the Interest Period for any such Swing Line Advance that is not repaid on the last day of its Interest Period until and including the third Business Day thereafter, Section 2.08(b) shall apply to the unpaid principal amount of any such Swing Line AdvanceOriginal Termination Date.
(iii) Section 3.03 shall not apply to any Revolving Credit Advance to which this Section 2.07(d) refers.
(iv) In the circumstances set out in paragraph (ii) above, to the extent that it is not possible to make a Revolving Credit Advance due to the insolvency of a Borrower, the Lenders will indemnify (pro-rata according to their Revolving Credit Commitments) the Swing Line Banks for any loss that they incur as a result of the relevant Swing Line Borrowing.
Appears in 1 contract
Swing Line Advances. (i) Each The Borrower shall repay to the Swing Line Administrative Agent for the ratable account of the Swing Line Banks on the last day of the applicable Interest Period, the unpaid principal amount of any Swing Line Advance then outstanding.
(ii) In the event Bank and each other Revolving Credit Lender that a Borrower does not repay has made a Swing Line Advance the outstanding principal amount of each Swing Line Advance made to it in full by each of them on the last day earlier of its Interest Periodthe maturity date specified in the applicable Notice of Swing Line Borrowing (which maturity shall be no later than the tenth Business Day after the requested date of such Borrowing) and the Termination Date in respect of the Revolving Credit Facility; provided that, if on the Business Day immediately occurrence of the Termination Date in respect of the Revolving Credit Facility (ignoring, for purposes of this proviso and the following sentence, clause (v) of the definition of “Termination Date”, and after giving effect to any repayments of Revolving Credit Advances and any reallocation of Letter of Credit participations as contemplated in Section 2.04(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Advances could be incurred pursuant to the Extended Revolving Credit Commitments, which will remain in effect after the occurrence of the Termination Date in respect of the Revolving Credit Facility, then there shall be an automatic adjustment on such day, that Borrower date of the participations in such Swing Line Advances and same shall be deemed to have served a Notice of been incurred solely pursuant to the Extended Revolving Credit Borrowing for a Revolving Credit Borrowing to be made on the third Business Day thereafter in the amount (including accrued interest) Commitments, and currency of such Swing Line Advance and with an Interest Period Advances shall not be so required to be repaid in full on the Termination Date in respect of one month and such the Revolving Credit Advance shall be made on the third Business Day in accordance with Section 2.02(a) (without regard to the minimum amount thereof) and the proceeds thereof applied in repayment of such Swing Line Advance. Notwithstanding anything contained herein to the contrary, for the time period from the day immediately following the end of the Interest Period for any such Swing Line Advance that is not repaid on the last day of its Interest Period until and including the third Business Day thereafter, Section 2.08(b) shall apply to the unpaid principal amount of any such Swing Line AdvanceFacility.
(iii) Section 3.03 shall not apply to any Revolving Credit Advance to which this Section 2.07(d) refers.
(iv) In the circumstances set out in paragraph (ii) above, to the extent that it is not possible to make a Revolving Credit Advance due to the insolvency of a Borrower, the Lenders will indemnify (pro-rata according to their Revolving Credit Commitments) the Swing Line Banks for any loss that they incur as a result of the relevant Swing Line Borrowing.
Appears in 1 contract
Swing Line Advances. (i) Each Borrower shall repay From and after the Restatement Effective Date and until the Commitment Termination Date and subject to the terms and conditions hereof, the Swing Line Agent for Lender agrees to make advances (each such advance hereunder, a “Swing Line Advance”) to the ratable account Borrower from time to time; provided that if the Swing Line Lender believes in good faith and within its commercially reasonable credit judgment that one or more Lenders is or will be a Non-Funding Lender, the Swing Line Lender may, in its sole discretion after consultation with the Borrower and the Servicer, elect not to make the portion of a Swing Line Advance equal to the Pro Rata Share of such Lender or Lenders of the requested amount of the Swing Line Banks on Advance unless the last day Swing Line Lender shall have received Adequate Security with respect to such portion of the applicable Interest Periodrequested Swing Line Advance. Except to the extent provided in Section 2.06(c), the unpaid principal amount of Swing Line Lender shall not make any Swing Line Advance then outstanding.
(ii) In if, after giving effect thereto, a Funding Excess would exist. The aggregate amount of the event that a Borrower does Swing Line Loan shall not repay at any time exceed the Swing Line Commitment. Under no circumstances shall the Swing Line Lender make a Swing Line Advance made if, after giving effect thereto, the aggregate amount of the Swing Line Loan would exceed the Swing Line Commitment. The Borrower may from time to it in full time borrow, repay and reborrow Swing Line Advances hereunder on the last day terms and conditions set forth herein. Unless the Swing Line Lender has (i) received prior written notice from any Lender, the Servicer or the Borrower instructing it not to make a Swing Line Advance because of its Interest Period, on the Business Day immediately following such day, that Borrower shall be deemed to have served a Notice failure of Revolving Credit Borrowing for a Revolving Credit Borrowing any condition precedent set forth in Section 3.01 or 3.02 to be made on satisfied or (ii) actual knowledge of the third Business Day thereafter failure of any condition precedent set forth in Section 3.01 or 3.02 to be satisfied, the amount (including accrued interest) and currency Swing Line Lender shall, notwithstanding the failure of any such condition precedent to be satisfied, be entitled to fund such Swing Line Advance Advance, and with an Interest Period of one month and such to have the Lenders make Revolving Credit Advance shall be made on the third Business Day Advances in accordance with Section 2.02(a2.01(b)(ii) (without regard to the minimum amount thereof) and the proceeds thereof applied or purchase participating interests in repayment of such accordance with Section 2.01(b)(iii). Any “Swing Line Advance. Notwithstanding anything contained herein to Advances” outstanding under the contrary, for the time period from the day immediately following the end Existing Credit Agreement as of the Interest Period for any such Restatement Effective Date shall constitute Swing Line Advance that is not repaid on the last day of its Interest Period until and including the third Business Day thereafter, Section 2.08(b) shall apply to the unpaid principal amount of any such Swing Line AdvanceAdvances hereunder.
(iii) Section 3.03 shall not apply to any Revolving Credit Advance to which this Section 2.07(d) refers.
(iv) In the circumstances set out in paragraph (ii) above, to the extent that it is not possible to make a Revolving Credit Advance due to the insolvency of a Borrower, the Lenders will indemnify (pro-rata according to their Revolving Credit Commitments) the Swing Line Banks for any loss that they incur as a result of the relevant Swing Line Borrowing.
Appears in 1 contract
Samples: Credit and Security Agreement (Sungard Capital Corp Ii)
Swing Line Advances. (a) Subject to the terms and conditions hereof, and relying on the representations and warranties herein set forth, the Swing Line Lender shall make swing line loans (the “Swing Line Advances”) to the Borrower at any time or from time to time after the date hereof to, but not including the Termination Date in an aggregate outstanding principal amount up to but not in excess of the amount of the Swing Line Commitment as requested by the Borrower; provided, that, (a) after giving effect to any amount requested, the Revolving Credit Advances outstanding shall not exceed the Commitments of all of the Lenders and (b) the aggregate principal amount of all outstanding Swing Line Advances (after giving effect to any amount requested), shall not exceed the lesser of (i) the Commitments of all of the Lenders less the sum of all outstanding Revolving Credit Advances and the Letter of Credit Obligations and (ii) the Swing Line Commitment. Within the foregoing limits, the Borrower may prior to the Termination Date borrow, repay and reborrow under the Swing Line Commitment, subject to and in accordance with the terms and limitations hereof. The interest rate for a Swing Line Advance shall be the Daily LIBOR Rate plus the Applicable Margin in effect from time to time for Eurodollar Rate Advances (or, if the Daily LIBOR Rate is unavailable, the Base Rate plus the Applicable Margin in effect from time to time for Base Rate Advances), and such interest shall be due and payable in arrears on the first Business Day of each month.
(b) Each request for a Swing Line Advance (each a “Notice of Swing Line Borrowing”) shall be in writing (or by telephone immediately confirmed in writing, it being understood that the Swing Line Lender may rely on the authority of any individual making such telephonic request without the necessity of receipt of such written confirmation) in substantially the form of Exhibit B-2 hereto and received by the Swing Line Lender not later than 1:00 p.m. (Pittsburgh, Pennsylvania time) on the Business Day such Swing Line Advance is to be made (or such later time as the Swing Line Lender shall agree in its discretion), specifying in each case (i) the amount to be borrowed, and (ii) the requested borrowing date. The request for such Swing Line Advance shall be irrevocable. The Swing Line Lender shall, not later than 4:00 p.m. (Pittsburgh, Pennsylvania time) on the date specified in the Borrower’s request for such Swing Line Advance, make such Swing Line Advance by crediting the deposit account designated by the Borrower in writing at the time of such request. Each Swing Line Advance shall be in an original principal amount of $100,000 or in integral amounts of $100,000 in excess thereof. The obligation of the Borrower to repay the Swing Line Advances may be evidenced by a promissory note of the Borrower dated the date hereof, payable to the Swing Line Lender in the principal amount of the Swing Line Commitment and substantially in the form of Exhibit A-2 (as amended, supplemented or otherwise modified from time to time, the “Swing Line Note”).
(c) The Borrower shall have the right at any time and from time to time to prepay the Swing Line Advances, in whole or in part, without premium or penalty, upon prior written, facsimile or telephonic notice to the Swing Line Lender given no later than 1:00 p.m. (Pittsburgh, Pennsylvania time) on the date of any proposed prepayment (each such date, a “Swing Line Prepayment Date”). Each notice of prepayment shall specify the Swing Line Advance to be prepaid and the amount to be prepaid (which, except in the case of payment in full, shall be in the principal amount of $100,000 or in integral multiples of $100,000 in excess thereof), shall be irrevocable and shall commit the Borrower to prepay such amount on such date. All Swing Line Advances and accrued interest thereon shall be payable on the Termination Date.
(d) If a Swing Line Advance has not been repaid within seven (7) Business Days of the date that such Swing Line Advance was made, the Swing Line Lender shall notify the Agent and the Agent shall notify each Lender thereof and of each Lender’s pro rata share (based on its Ratable Share) thereof. Each Lender shall before 12:00 noon (Pittsburgh, Pennsylvania time) on the next Business Day and whether or not one or more Events of Default shall exist (other than an Event of Default under Section 6.01(e)) make available to the Agent, in immediately available funds, the amount of its pro rata share (based on its Ratable Share) of the principal amount of such Swing Line Advance outstanding. Upon such payment by a Lender, such Lender shall be deemed to have made a Revolving Credit Advance to the Borrower, notwithstanding any failure of the Borrower to satisfy the conditions in Section 3.02. The Agent shall use such funds to repay the principal amount of such Swing Line Advance to the Swing Line Lender. The failure of any Lender to make available to the Agent for the ratable account of the Swing Line Banks on Lender a Revolving Credit Advance as provided in this Section 2.03(d) shall be treated for all purposes in the last day same manner as the failure of a Lender to make a Revolving Credit Advance under Section 2.02(d) and (e) and shall be subject to the provisions of such Sections.
(e) Upon the occurrence and during the continuance of an Event of Default, the Agent may, and upon the request of the applicable Required Lenders shall, require the Borrower to pay interest (“Default Interest Period, on Swing Line Advances”) on (i) the unpaid principal amount of each Swing Line Advance, payable on demand at a rate per annum equal at all times to 2% per annum above the Base Rate plus the Applicable Margin in effect from time to time and (ii) to the fullest extent permitted by law, the amount of any interest payable hereunder with respect to Swing Line Advances that is not paid when due, payable on demand, at a rate per annum equal at all times to 2% per annum above the Base Rate plus the Applicable Margin in effect from time to time, provided, however, that following acceleration of the Advances pursuant to Section 6.01, Default Interest on Swing Line Advances shall accrue and be payable hereunder whether or not previously required by the Agent and shall be paid in full on demand.
(f) In the event that (i) the Borrower shall fail to repay the Swing Line Lender (A) the outstanding Swing Line Advances together with accrued interest thereon on the Termination Date, (B) the amount of any Swing Line Advance then outstanding.
on any Swing Line Prepayment Date for such Swing Line Advance or (C) any amounts required under Section 2.03(g), or (ii) an Event of Default shall occur under Section 6.01(e), the Agent shall promptly notify each Lender of the unpaid amount of such Swing Line Advance(s) (including accrued interest thereon) and of such Lender’s respective participation therein in an amount equal to such Lender’s Ratable Share of such amount. Each Lender shall make available to the Agent for payment to the Swing Line Lender an amount equal to its respective participation therein (including without limitation its pro rata share of accrued but unpaid interest thereon), in same day funds, at the office of the Agent specified in such notice. If such notice is delivered by the Agent by 11:00 a.m. (Pittsburgh, Pennsylvania time), each Lender shall make funds available to the Agent on that Business Day. If such notice is delivered after 11:00 a.m. (Pittsburgh, Pennsylvania time), each Lender shall make funds available to the Agent on the next Business Day. In the event that a Borrower does not repay a any Lender fails to make available to the Agent the amount of such Lender’s participation in such unpaid amount as provided herein, the Swing Line Advance made Lender shall be entitled to it recover such amount on demand from such Lender together with interest thereon at a rate per annum equal to the higher of the Federal Funds Rate and a rate determined by the Agent in full accordance with banking industry rules on interbank compensation for each day during the last day period between the Business Day such payment is due in accordance with the terms of this Section 2.03(f) and the date on which such Lender makes available its participation in such unpaid amount. The failure of any Lender to make available to the Agent its Ratable Share of any such unpaid amount shall not relieve any other Lender of its Interest Period, obligations hereunder to make available to the Agent its Ratable Share of such unpaid amount on the Business Day immediately following such day, that Borrower shall be deemed to have served a Notice of Revolving Credit Borrowing for a Revolving Credit Borrowing to be made on the third Business Day thereafter in the amount (including accrued interest) and currency of such Swing Line Advance and with an Interest Period of one month and such Revolving Credit Advance shall be made on the third Business Day payment is due in accordance with the terms of this Section 2.02(a2.03(f). The Agent shall promptly distribute to each Lender which has paid all amounts payable by it under this Section 2.03(f) (without regard with respect to the minimum unpaid amount thereof) and of any Swing Line Advance, such Lender’s Ratable Share of all payments received by the proceeds thereof applied Agent from the Borrower in repayment of such Swing Line AdvanceAdvance when such payments are received; provided, however, that in the event that any payment received by the Lenders shall be required to be returned by the Swing Line Lender, any Lender receiving any portion of such payment shall be required to return to the Swing Line Lender such portion thereof previously distributed to it. Notwithstanding anything contained herein to the contrarycontrary herein, each Lender which has paid all amounts payable by it under this subsection 2.03(f) shall have a direct right to repayment of such amounts from the Borrower subject to the procedures for repaying Lenders set forth in this Section 2.03(f) and the provisions of Section 8.05.
(g) In the event the Commitments are terminated in accordance with the terms hereof, the Swing Line Commitment shall also be terminated automatically. In the event the Borrower reduces the aggregate Commitments to less than the Swing Line Commitment, the Swing Line Commitment shall immediately be reduced to an amount equal to the aggregate Commitments. In the event the Borrower reduces the aggregate Commitments to less than the outstanding principal amount of the Swing Line Advances outstanding, the Borrower shall immediately repay the amount by which the outstanding Swing Line Advances exceeds the Swing Line Commitment as so reduced plus accrued interest thereon.
(h) Each Lender acknowledges and agrees that, in making any Swing Line Advance, the Swing Line Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 3.02, unless, at least one Business Day prior to the time period from the day immediately following the end of the Interest Period for any such Swing Line Advance that is not repaid on the last day of its Interest Period until and including the third Business Day thereafter, Section 2.08(b) shall apply to the unpaid principal amount of any such Swing Line Advance.
(iii) Section 3.03 shall not apply to any Revolving Credit Advance to which this Section 2.07(d) refers.
(iv) In the circumstances set out in paragraph (ii) above, to the extent that it is not possible to make a Revolving Credit Advance due to the insolvency of a Borrowerwas made, the Required Lenders will indemnify (pro-rata according to their Revolving Credit Commitments) shall have notified the Swing Line Banks for any loss that they incur Lender (with a copy to the Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the relevant conditions precedent set forth in Section 3.02 would not be satisfied if such Swing Line BorrowingAdvance were then made (it being understood and agreed that, in the event the Swing Line Lender shall have received any such notice, it shall have no obligation to make any Swing Line Advance until and unless it shall be satisfied in its sole discretion that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist). Each Revolving Lender further acknowledges and agrees that its obligation to acquire participations in Swing Line Advances pursuant to this Section 2.03 is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default or any reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.
Appears in 1 contract
Samples: Credit Agreement
Swing Line Advances. (1) Each Swing Line Advance shall be in a minimum amount of U.S. $500,000 and in an integral multiple of U.S. $100,000, shall bear interest at the ABR Rate and shall be made upon notice given not later than 10:00 a.m. (New York time) by the applicable Revolving Credit Borrower to the Administrative Agent and the applicable Swing Line Lender. Each notice of a Swing Line Advance shall be in substantially the form of Schedule 1, shall be irrevocable and binding on the applicable Revolving Credit Borrower once given by it to the Administrative Agent and the applicable Swing Line Lender, and shall specify (i) Each Borrower shall repay to the date of the Swing Line Advance, (ii) the amount of the Swing Line Advance and (iii) the maturity of the Swing Line Advance (which maturity shall be no later than the seventh day after the requested date of such Swing Line Advance). Upon fulfilment of the applicable conditions set forth in Article 5, the applicable Swing Line Lender will, upon notice to the Administrative Agent, make such funds available to the applicable Revolving Credit Borrower in accordance with Article 2.
(2) Each Swing Line Lender may, at any time in its sole and absolute discretion, request on behalf of the applicable Revolving Credit Borrower (and such Revolving Credit Borrower hereby irrevocably authorizes each Swing Line Lender to so request on its behalf), upon notice to the Administrative Agent by such Swing Line Lender no later than 10 a.m. (New York time) on the applicable date, that each Revolving Credit Lender make an ABR Advance in an amount equal to such Revolving Credit Lender’s pro rata share of the amount of Swing Line Advances made by such Swing Line Lender then outstanding. Such request shall be deemed to be a Borrowing Notice for purposes hereof and shall be made in accordance with the provisions of Section 3.02
(1) without regard solely to the minimum amounts specified therein but subject to the satisfaction of the conditions set forth in Section 5.02 (except that the applicable Revolving Credit Borrower shall not be deemed to have made any representations and warranties).
(3) If for any reason any Swing Line Advance cannot be refinanced by a Borrowing as contemplated by Section 3.06(2), the request for ABR Advances, as the case may be, submitted by the Swing Line Lender as set forth in Section 3.06(2) shall be deemed to be a request by such Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Advance and each Revolving Credit Lender’s payment to the Administrative Agent for the ratable account of the Swing Line Banks on the last day Lender pursuant to Section 3.06(2) shall be deemed payment in respect of the applicable Interest Period, the unpaid principal amount of any Swing Line Advance then outstandingsuch participation.
(ii4) In If and to the event extent that a Borrower does any Revolving Credit Lender shall not repay a Swing Line Advance have made to it in full on the last day amount of its Interest Period, on the Business Day immediately following such day, that Borrower shall be deemed to have served a Notice of Revolving Credit Borrowing for a Revolving Credit Borrowing to be made on the third Business Day thereafter in the amount (including accrued interest) and currency pro rata share of such Swing Line Advance and available to the Administrative Agent in accordance with an Interest Period the provisions of one month and Section 3.06(2), such Revolving Credit Advance shall be made on the third Business Day in accordance with Section 2.02(a) (without regard Lender agrees to pay to the minimum Administrative Agent forthwith on demand such amount thereof) and together with interest thereon, for each day from the proceeds thereof applied in repayment date of such the applicable Borrowing Notice delivered by the Swing Line Advance. Notwithstanding anything contained herein Lender until the date such amount is paid to the contraryAdministrative Agent, for the time period from the day immediately following the end account of the Interest Period for any such applicable Swing Line Lender, at the Federal Funds Effective Rate.
(5) Each Revolving Credit Lender’s obligation to make ABR Advances or to purchase and fund risk participations in a Swing Line Advance that is pursuant to this Section 3.06 shall be absolute and unconditional and shall not repaid on be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defence or other right which such Revolving Credit Lender may have against the last day of its Interest Period until and including the third Business Day thereafter, Section 2.08(b) shall apply to the unpaid principal amount of any such Swing Line Advance.
Lender, the applicable Revolving Credit Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default, or (iii) Section 3.03 shall any other occurrence, event or condition, whether or not apply similar to any of the foregoing; provided, however, that each Revolving Credit Advance Lender’s obligation to which make ABR Advances pursuant to this Section 2.07(d) refers.
(iv) In 3.06 is subject to satisfaction of the circumstances conditions set out forth in paragraph (ii) above, to Section 5.02. No funding of risk participations shall relieve or otherwise impair the extent that it is not possible to make a obligation of the applicable Revolving Credit Advance due Borrower to the insolvency of a Borrower, the Lenders will indemnify (pro-rata according to their Revolving Credit Commitments) the repay Swing Line Banks for any loss that they incur Advances, together with interest as a result of the relevant Swing Line Borrowingprovided herein.
Appears in 1 contract
Samples: Credit Agreement (Open Text Corp)
Swing Line Advances. (i) Each The Borrower shall repay to the Swing Line Administrative Agent for the ratable account of the Swing Line Banks on the last day of the applicable Interest Period, the unpaid principal amount of any Swing Line Advance then outstanding.
(ii) In the event Bank and each other Revolving Credit Lender that a Borrower does not repay has made a Swing Line Advance the outstanding principal amount of each Swing Line Advance made to it in full by each of them on the last day earlier of its Interest Periodthe maturity date specified in the applicable Notice of Swing Line Borrowing (which maturity shall be no later than the tenth Business Day after the requested date of such Borrowing) and the Termination Date in respect of the Revolving Credit Facility; provided that, if on the Business Day immediately occurrence of the Termination Date in respect of the Revolving Credit Facility (ignoring, for purposes of this proviso and the following sentence, clause (v) of the definition of “Termination Date”, and after giving effect to any repayments of Revolving Credit Advances and any reallocation of Letter of Credit participations as contemplated in Section 2.04(d)), there shall exist sufficient unutilized Extended Revolving Credit Commitments so that the respective outstanding Swing Line Advances could be incurred pursuant to the Extended Revolving Credit Commitments, which will remain in effect after the occurrence of the Termination Date in respect of the Revolving Credit Facility, then there shall be an automatic adjustment on such day, that Borrower date of the participations in such Swing Line Advances and the same shall be deemed to have served a Notice of been incurred solely pursuant to the Extended Revolving Credit Borrowing for a Revolving Credit Borrowing to be made on the third Business Day thereafter in the amount (including accrued interest) Commitments, and currency of such Swing Line Advance and with an Interest Period Advances shall not be so required to be repaid in full on the Termination Date in respect of one month and such the Revolving Credit Advance shall be made on the third Business Day in accordance with Section 2.02(a) (without regard to the minimum amount thereof) and the proceeds thereof applied in repayment of such Swing Line Advance. Notwithstanding anything contained herein to the contrary, for the time period from the day immediately following the end of the Interest Period for any such Swing Line Advance that is not repaid on the last day of its Interest Period until and including the third Business Day thereafter, Section 2.08(b) shall apply to the unpaid principal amount of any such Swing Line AdvanceFacility.
(iii) Section 3.03 shall not apply to any Revolving Credit Advance to which this Section 2.07(d) refers.
(iv) In the circumstances set out in paragraph (ii) above, to the extent that it is not possible to make a Revolving Credit Advance due to the insolvency of a Borrower, the Lenders will indemnify (pro-rata according to their Revolving Credit Commitments) the Swing Line Banks for any loss that they incur as a result of the relevant Swing Line Borrowing.
Appears in 1 contract
Swing Line Advances. The Swing Line Lender may, on the terms and subject to the conditions hereinafter set forth (iincluding without limitation Section 2.5(c) Each Borrower hereof), but shall repay not be required to, make one or more advances (each such advance being a “Swing Line Advance”) in Dollars to Borrower, from time to time on any Business Day during the period from the date hereof to (but excluding) the Revolving Credit Maturity Date in an amount not to exceed at any time outstanding the Swing Line Agent for Maximum Amount. Swing Line Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the ratable Borrower to Swing Line Lender resulting from each Swing Line Advance of such Revolving Credit Lender from time to time, including the amounts of principal and interest payable thereon and paid to such Revolving Credit Lender from time to time. The entries made in such account or accounts of Swing Line Lender shall, to the extent permitted by applicable law, be conclusive evidence, absent manifest error, of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of Swing Line Lender to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay the Swing Line Banks Advances (and all other amounts owing with respect thereto) made to Borrower by Swing Line Lender in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject to the terms and conditions of this Agreement. Each Swing Line Advance shall mature and the principal amount thereof shall be due and payable by the Borrower on the last day of the Interest Period applicable Interest Periodthereto (if any) and, in the unpaid principal amount case of any Swing Line Advance then outstanding.
(ii) In the event that a Borrower does not repay a Swing Line Advance made to it in full on the last day of its Interest PeriodPrime-based Advance, on the Business Day immediately following such dayRevolving Credit Maturity Date. The Borrower agrees that, upon the written request of Swing Line Lender (with a copy to Borrower), Borrower will execute and deliver to Swing Line Lender Swing Line Notes; provided, that Borrower shall be deemed to have served a Notice of Revolving Credit Borrowing for a Revolving Credit Borrowing to be made on the third Business Day thereafter in the amount (including accrued interest) and currency delivery of such Swing Line Advance and with an Interest Period of one month and such Revolving Credit Advance Notes shall not be made on the third Business Day in accordance with Section 2.02(a) (without regard a condition precedent to the minimum amount thereof) and the proceeds thereof applied in repayment of such Swing Line Advance. Notwithstanding anything contained herein to the contrary, for the time period from the day immediately following the end of the Interest Period for any such Swing Line Advance that is not repaid on the last day of its Interest Period until and including the third Business Day thereafter, Section 2.08(b) shall apply to the unpaid principal amount of any such Swing Line AdvanceEffective Date.
(iii) Section 3.03 shall not apply to any Revolving Credit Advance to which this Section 2.07(d) refers.
(iv) In the circumstances set out in paragraph (ii) above, to the extent that it is not possible to make a Revolving Credit Advance due to the insolvency of a Borrower, the Lenders will indemnify (pro-rata according to their Revolving Credit Commitments) the Swing Line Banks for any loss that they incur as a result of the relevant Swing Line Borrowing.
Appears in 1 contract
Swing Line Advances. (a) The Company may request the Swing Line Bank to make, and the Swing Line Bank may from time to time, in its sole discretion, make, on the terms and conditions herein set forth, Swing Line Advances to the Company in Dollars on any Business Day during the period from the date hereof until the earlier of (i) Each Borrower shall repay the Termination Date and (ii) 30 days before the Commitment Termination Date in an aggregate amount not to exceed at any time outstanding the lesser of (i) the Swing Line Agent for Facility and (ii) the ratable account unused amount of the Commitments on such Business Day.
(b) Each Swing Line Borrowing shall be in a principal amount not less than $1,000,000.
(c) Subject to the terms and conditions of this Agreement, the Company may borrow under this Section 2.02, prepay pursuant to Section 2.10(a) and reborrow hereunder; provided, that no such reborrowing shall be permitted hereunder at any time if, after giving effect thereto, (i) the aggregate outstanding principal amount of Advances would exceed the aggregate amount of the Commitments at such time or (ii) the aggregate outstanding principal amount of Swing Line Advances would exceed the amount of the Swing Line Banks on the last day of the applicable Interest Period, the unpaid principal amount of any Swing Line Advance then outstandingFacility at such time.
(iid) In the event that a Borrower does not repay The Company may request a Swing Line Advance made Borrowing from the Swing Line Bank under this Section 2.02 by delivering to it in full the Administrative Agent and the Swing Line Bank, no later than 12:00 noon (New York City time) on the last day date of its Interest Periodthe proposed Swing Line Borrowing, on the Business Day immediately following such daya notice of a Swing Line Borrowing (a "Notice of Swing Line Borrowing"), that Borrower which shall be deemed to have served a Notice made by telecopier, telex or cable, in substantially the form of Revolving Credit Borrowing for a Revolving Credit Borrowing to be made on Exhibit B-2, specifying therein (i) the third Business Day thereafter in the amount (including accrued interest) and currency requested date of such Swing Line Advance and with an Interest Period of one month and such Revolving Credit Advance Borrowing (which shall be made on the third a Business Day in accordance with Section 2.02(a) (without regard to the minimum amount thereof) and the proceeds thereof applied in repayment of such Swing Line Advance. Notwithstanding anything contained herein to the contraryDay), for the time period from the day immediately following the end of the Interest Period for any such Swing Line Advance that is not repaid on the last day of its Interest Period until and including the third Business Day thereafter, Section 2.08(b) shall apply to the unpaid principal amount of any such Swing Line Advance.
(iii) Section 3.03 shall not apply to any Revolving Credit Advance to which this Section 2.07(d) refers.
(iv) In the circumstances set out in paragraph (ii) above, to the extent that it is not possible to make a Revolving Credit Advance due to the insolvency of a Borrower, the Lenders will indemnify (pro-rata according to their Revolving Credit Commitments) the Swing Line Banks for any loss that they incur as a result of the relevant Swing Line Borrowing.Agreement ----------------
Appears in 1 contract
Swing Line Advances. (i) Each Borrower shall repay to the Swing Line Agent for the ratable account of the Swing Line Banks on the last day of the applicable Interest Period, the unpaid principal amount of any Swing Line Advance then outstanding.
(ii) In the event that a Borrower does not repay a Swing Line Advance made to it in full on the last day of its Interest Period, on the Business Day immediately following such day, that Borrower shall be deemed to have served a Notice of Revolving Credit Borrowing for a Revolving Credit Borrowing to be made on the third Business Day thereafter in the amount (including accrued interest) and currency of such Swing Line Advance and with an Interest Period of one month and such Revolving Credit Advance shall be made on the third Business Day in accordance with Section 2.02(a) (without regard to the minimum amount thereof) and the proceeds thereof applied in repayment of such Swing Line Advance. Notwithstanding anything contained herein to the contrary, for the time period from the day immediately following the end of the Interest Period for any such Swing Line Advance that is not repaid on the last day of its Interest Period until and NYDOCS01/1619437.3A 42 including the third Business Day thereafter, Section 2.08(b) shall apply to the unpaid principal amount of any such Swing Line Advance.
(iii) Section 3.03 shall not apply to any Revolving Credit Advance to which this Section 2.07(d) refers.
(iv) In the circumstances set out in paragraph (ii) above, to the extent that it is not possible to make a Revolving Credit Advance due to the insolvency of a Borrower, the Lenders will indemnify (pro-rata according to their Revolving Credit Commitments) the Swing Line Banks for any loss that they incur as a result of the relevant Swing Line Borrowing.
Appears in 1 contract
Samples: Five Year Credit Agreement (Honeywell International Inc)
Swing Line Advances. The Swing Line Lender may, on the terms and subject to the conditions hereinafter set forth (iincluding without limitation Section 2.5(c) Each Borrower hereof), but shall repay not be required to, make one or more advances (each such advance being a “Swing Line Advance”) in Dollars to Borrower, from time to time on any Business Day during the period from the date hereof to (but excluding) the Revolving Credit Maturity Date in an amount not to exceed at any time outstanding the Swing Line Agent for Maximum Amount. Swing Line Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the ratable Borrower to Swing Line Lender resulting from each Swing Line Advance of such Revolving Credit Lender from time to time, including the amounts of principal and interest payable thereon and paid to such Revolving Credit Lender from time to time. The entries made in such account or accounts of Swing Line Lender shall, to the extent permitted by applicable law, be conclusive evidence, absent manifest error, of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of Swing Line Lender to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of Borrower to repay the Swing Line Banks Advances (and all other amounts owing with respect thereto) made to Borrower by Swing Line Lender in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject to the terms and conditions of this Agreement. Each Swing Line Advance shall mature and the principal amount thereof shall be due and payable by the Borrower on the last day of the Interest Period applicable Interest Periodthereto (if any) and, in the unpaid principal amount case of any Swing Line Advance then outstanding.
(ii) In the event that a Borrower does not repay a Swing Line Advance made to it in full on the last day of its Interest PeriodPrime-based Advance, on the Business Day immediately following such dayRevolving Credit Maturity Date. The Borrower agrees that, upon the written request of Swing Line Lender (with a copy to Borrower), Borrower will execute and deliver to Swing Line Lender Swing Line Notes; provided, that Borrower shall be deemed to have served a Notice of Revolving Credit Borrowing for a Revolving Credit Borrowing to be made on the third Business Day thereafter in the amount (including accrued interest) and currency delivery of such Swing Line Advance and with an Interest Period of one month and such Revolving Credit Advance Notes shall not be made on the third Business Day in accordance with Section 2.02(a) (without regard a condition precedent to the minimum amount thereof) and the proceeds thereof applied in repayment of such Swing Line Advance. Notwithstanding anything contained herein to the contrary, for the time period from the day immediately following the end of the Interest Period for any such Swing Line Advance that is not repaid on the last day of its Interest Period until and including the third Business Day thereafter, Section 2.08(b) shall apply to the unpaid principal amount of any such Swing Line AdvanceRestatement Date.
(iii) Section 3.03 shall not apply to any Revolving Credit Advance to which this Section 2.07(d) refers.
(iv) In the circumstances set out in paragraph (ii) above, to the extent that it is not possible to make a Revolving Credit Advance due to the insolvency of a Borrower, the Lenders will indemnify (pro-rata according to their Revolving Credit Commitments) the Swing Line Banks for any loss that they incur as a result of the relevant Swing Line Borrowing.
Appears in 1 contract
Swing Line Advances. The Swing Line Bank shall, on the terms and subject to the conditions hereinafter set forth (iincluding without limitation Section 2.5(c) Each Borrower shall repay hereof), make one or more advances (each such advance being a "Swing Line Advance") to the Borrowers, from time to time on any Business Day during the period from the date hereof to (but excluding) the Revolving Credit Maturity Date in an amount not to exceed in the aggregate at any time outstanding the Swing Line Agent for Maximum Amount. Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the ratable Borrowers to Swing Line Bank resulting from each Swing Line Advance of such Bank from time to time, including the amounts of principal and interest payable thereon and paid to such Bank from time to time. The entries made in such account or accounts of Swing Line Bank shall, to the extent permitted by applicable law, be conclusive evidence, absent manifest error, of the existence and amounts of the obligations of the Borrowers therein recorded; provided, however, that the failure of Swing Line Bank to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of the Borrowers to repay the Swing Line Banks Advances (and all other amounts owing with respect thereto) made to Company by Swing Line Bank in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject to the terms and conditions of this Agreement. Each Swing Line Advance shall mature and the principal amount thereof shall be due and payable by the Borrowers in the case of any Quoted Rate Advance, on the last day of the Interest Period applicable Interest Periodthereto (if any) and, in the case of any Prime-based Advance, on the Revolving Credit Maturity Date. The Borrowers agree that, upon the written request of Swing Line Bank, the unpaid principal amount of any Borrowers will execute and deliver to Swing Line Advance then outstanding.
(ii) In the event that a Borrower does not repay Bank a Swing Line Advance made to it in full on the last day of its Interest Period, on the Business Day immediately following such dayNote; provided, that Borrower shall be deemed to have served a Notice of Revolving Credit Borrowing for a Revolving Credit Borrowing to be made on the third Business Day thereafter in the amount (including accrued interest) and currency delivery of such Swing Line Advance and with an Interest Period of one month and such Revolving Credit Advance Note shall not be made on the third Business Day in accordance with Section 2.02(a) (without regard a condition precedent to the minimum amount thereof) and the proceeds thereof applied in repayment of such Swing Line Advance. Notwithstanding anything contained herein to the contrary, for the time period from the day immediately following the end of the Interest Period for any such Swing Line Advance that is not repaid on the last day of its Interest Period until and including the third Business Day thereafter, Section 2.08(b) shall apply to the unpaid principal amount of any such Swing Line AdvanceEffective Date.
(iii) Section 3.03 shall not apply to any Revolving Credit Advance to which this Section 2.07(d) refers.
(iv) In the circumstances set out in paragraph (ii) above, to the extent that it is not possible to make a Revolving Credit Advance due to the insolvency of a Borrower, the Lenders will indemnify (pro-rata according to their Revolving Credit Commitments) the Swing Line Banks for any loss that they incur as a result of the relevant Swing Line Borrowing.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (MSC Software Corp)
Swing Line Advances. (1) Each Swing Line Advance shall be in a minimum amount of U.S. $500,000 and in an integral multiple of U.S. $100,000, shall bear interest at the ABR Rate and shall be made upon notice given not later than 10:00 a.m. (New York time) by the applicable Revolving Credit Borrower to the Administrative Agent and the applicable Swing Line Lender. Each notice of a Swing Line Advance shall be in substantially the form of Schedule 1, shall be irrevocable and binding on the applicable Revolving Credit Borrower once given by it to the Administrative Agent and the applicable Swing Line Lender, and shall specify (i) Each Borrower shall repay to the date of the Swing Line Advance, (ii) the amount of the Swing Line Advance and (iii) the maturity of the Swing Line Advance (which maturity shall be no later than the seventh day after the requested date of such Swing Line Advance). Upon fulfilment of the applicable conditions set forth in Article 5, the applicable Swing Line Lender will, upon notice to the Administrative Agent, make such funds available to the applicable Revolving Credit Borrower in accordance with Article 2.
(2) Each Swing Line Lender may, at any time in its sole and absolute discretion, request on behalf of the applicable Revolving Credit Borrower (and such
(1) without regard solely to the minimum amounts specified therein but subject to the satisfaction of the conditions set forth in Section 5.02 (except that the applicable Revolving Credit Borrower shall not be deemed to have made any representations and warranties).
(3) If for any reason any Swing Line Advance cannot be refinanced by a Borrowing as contemplated by Section 3.06(2), the request for ABR Advances, as the case may be, submitted by the Swing Line Lender as set forth in Section 3.06(2) shall be deemed to be a request by such Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Advance and each Revolving Credit Lender’s payment to the Administrative Agent for the ratable account of the Swing Line Banks on the last day Lender pursuant to Section 3.06(2) shall be deemed payment in respect of the applicable Interest Period, the unpaid principal amount of any Swing Line Advance then outstandingsuch participation.
(ii4) In If and to the event extent that a Borrower does any Revolving Credit Lender shall not repay a Swing Line Advance have made to it in full on the last day amount of its Interest Period, on the Business Day immediately following such day, that Borrower shall be deemed to have served a Notice of Revolving Credit Borrowing for a Revolving Credit Borrowing to be made on the third Business Day thereafter in the amount (including accrued interest) and currency pro rata share of such Swing Line Advance and available to the Administrative Agent in accordance with an Interest Period the provisions of one month and Section 3.06(2), such Revolving Credit Advance shall be made on the third Business Day in accordance with Section 2.02(a) (without regard Lender agrees to pay to the minimum Administrative Agent forthwith on demand such amount thereof) and together with interest thereon, for each day from the proceeds thereof applied in repayment date of such the applicable Borrowing Notice delivered by the Swing Line Advance. Notwithstanding anything contained herein Lender until the date such amount is paid to the contraryAdministrative Agent, for the time period from the day immediately following the end account of the Interest Period for any such applicable Swing Line Lender, at the Federal Funds Effective Rate.
(5) Each Revolving Credit Lender’s obligation to make ABR Advances or to purchase and fund risk participations in a Swing Line Advance that is pursuant to this Section 3.06 shall be absolute and unconditional and shall not repaid on be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defence or other right which such Revolving Credit Lender may have against the last day of its Interest Period until and including the third Business Day thereafter, Section 2.08(b) shall apply to the unpaid principal amount of any such Swing Line Advance.
Lender, the applicable Revolving Credit Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default, or (iii) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make ABR Advances pursuant to this Section 3.03 3.06 is subject to satisfaction of the conditions set forth in Section 5.02 (except that the applicable Revolving Credit Borrower shall not apply be deemed to have made any representations or warranties). No funding of risk participations shall relieve or otherwise impair the obligation of the applicable Revolving Credit Advance Borrower to which this Section 2.07(d) refers.
(iv) In the circumstances set out in paragraph (ii) above, to the extent that it is not possible to make a Revolving Credit Advance due to the insolvency of a Borrower, the Lenders will indemnify (pro-rata according to their Revolving Credit Commitments) the repay Swing Line Banks for any loss that they incur Advances, together with interest as a result of the relevant Swing Line Borrowingprovided herein.
Appears in 1 contract
Samples: Credit Agreement (Open Text Corp)
Swing Line Advances. The Swing Line Lender agrees, on the terms and conditions hereinafter set forth, to make advances (ieach a "Swing Line Advance") Each to the Borrower shall repay from time to time on any Business Day during the period from the Closing Date until the Termination Date in an amount not to exceed the Swing Line Agent for Lender's Unused Swing Line Commitment on such Business Day. Each Swing Line Borrowing shall consist of Base Rate Advances and shall be in an amount equal to $1,000,000 or an integral multiple of $500,000 in excess thereof. Immediately upon the ratable account making of each Swing Line Advance by the Swing Line Banks on the last day of the applicable Interest PeriodLender, the unpaid principal amount of any Swing Line Advance then outstanding.
(ii) In the event that a Borrower does not repay a Swing Line Advance made to it in full on the last day of its Interest Period, on the Business Day immediately following such day, that Borrower Lender shall be deemed to have served a Notice of Revolving Credit Borrowing for a Revolving Credit Borrowing sold and transferred to each Lender, and each Lender shall be made on deemed to have purchased and received from the third Business Day thereafter Swing Line Lender, in the amount (including accrued interest) each case irrevocably and currency of without any further action by any party, an undivided interest and participation in such Swing Line Advance and with the Obligations of the Borrower under this Agreement in respect thereof in an Interest Period of one month and amount equal to such Revolving Credit Advance shall be made on the third Business Day in accordance with Section 2.02(a) (without regard to the minimum amount thereof) and the proceeds thereof applied in repayment Lender's Pro Rata Share of such Swing Line Advance. Notwithstanding anything contained herein ; provided, however, that (i) no Lender shall be required to the contrary, for the time period from the day immediately following the end of the Interest Period for fund its participation in any such Swing Line Advance that until demand therefor is not repaid on made by the last day Agent pursuant to Section 2.02(f)(ii) hereof, and (ii) no Lender shall be entitled to share in any payments of principal or interest in respect of its Interest Period until and including the third Business Day thereafter, Section 2.08(b) shall apply to the unpaid principal amount of participation in any such Swing Line Advance.
(iii) Section 3.03 shall not apply to any Revolving Credit Advance to which this Section 2.07(d) refers.
(iv) In the circumstances set out in paragraph (ii) above, except to the extent that it is not possible set forth in Section 2.02(f)(ii) hereof with respect to make a Revolving Credit Advance due to any such participation which has been funded by such Lender as provided therein. Within the insolvency limits of a Borrower, the Lenders will indemnify (pro-rata according to their Revolving Credit Commitments) the Swing Line Banks for any loss that they incur as a result of the relevant Lender's Unused Swing Line BorrowingCommitment in effect from time to time, the Borrower may borrow under this Section 2.01(b), prepay pursuant to Section 2.05 and reborrow under this Section 2.01(b).
Appears in 1 contract
Swing Line Advances. The Swing Line Bank shall, on the terms and subject to the conditions hereinafter set forth (iincluding without limitation Section 2.5(c) Each Borrower shall repay hereof), make one or more advances (each such advance being a “Swing Line Advance”) to the Company, from time to time on any Business Day during the period from the date hereof to (but excluding) the Revolving Credit Maturity Date in an amount not to exceed in the aggregate at any time outstanding the Swing Line Agent for Maximum Amount. Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of the ratable Company to Swing Line Bank resulting from each Swing Line Advance of such Bank from time to time, including the amounts of principal and interest payable thereon and paid to such Bank from time to time. The entries made in such account or accounts of Swing Line Bank shall, to the extent permitted by applicable law, be conclusive evidence, absent manifest error, of the existence and amounts of the obligations of the Company therein recorded; provided, however, that the failure of Swing Line Bank to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of the Company to repay the Swing Line Banks Advances (and all other amounts owing with respect thereto) made to Company by Swing Line Bank in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject to the terms and conditions of this Agreement. Each Swing Line Advance shall mature and the principal amount thereof shall be due and payable by the Company in the case of any Quoted Rate Advance, on the last day of the Interest Period applicable Interest Periodthereto (if any) and, in the case of any Prime-based Advance, on the Revolving Credit Maturity Date. The provisions of this Section 2.5 shall not be operative while there is only one (1) Bank. The Company agrees that, upon the written request of Swing Line Bank, the unpaid principal amount of any Company will execute and deliver to Swing Line Advance then outstanding.
(ii) In the event that a Borrower does not repay Bank a Swing Line Advance made to it in full on the last day of its Interest Period, on the Business Day immediately following such dayNote; provided, that Borrower shall be deemed to have served a Notice of Revolving Credit Borrowing for a Revolving Credit Borrowing to be made on the third Business Day thereafter in the amount (including accrued interest) and currency delivery of such Swing Line Advance and with an Interest Period of one month and such Revolving Credit Advance Note shall not be made on the third Business Day in accordance with Section 2.02(a) (without regard a condition precedent to the minimum amount thereof) and the proceeds thereof applied in repayment of such Swing Line Advance. Notwithstanding anything contained herein to the contrary, for the time period from the day immediately following the end of the Interest Period for any such Swing Line Advance that is not repaid on the last day of its Interest Period until and including the third Business Day thereafter, Section 2.08(b) shall apply to the unpaid principal amount of any such Swing Line AdvanceEffective Date.
(iii) Section 3.03 shall not apply to any Revolving Credit Advance to which this Section 2.07(d) refers.
(iv) In the circumstances set out in paragraph (ii) above, to the extent that it is not possible to make a Revolving Credit Advance due to the insolvency of a Borrower, the Lenders will indemnify (pro-rata according to their Revolving Credit Commitments) the Swing Line Banks for any loss that they incur as a result of the relevant Swing Line Borrowing.
Appears in 1 contract
Samples: Credit Agreement (Quantum Fuel Systems Technologies Worldwide Inc)
Swing Line Advances. (ib) Each The Borrower shall repay to give the Swing Line Agent for Bank (with a copy to the ratable account Agent) telephonic, written or telecopy notice (in the case of the telephonic notice, such notice shall be promptly confirmed in writing or by telecopy) not later than 3:00 p.m., Chicago time, on a day of a proposed Swing Line Banks on the last day of the applicable Interest Period, the unpaid principal amount of any Swing Line Advance then outstanding.
(ii) In the event that a Borrower does not repay a Swing Line Advance made to it in full on the last day of its Interest Period, on the Business Day immediately following such day, that Borrower Advance. Such notice shall be deemed delivered on a Business Day, shall be irrevocable and shall refer to have served this Agreement and shall specify the requested Borrowing Date (which shall be a Notice of Revolving Credit Borrowing for a Revolving Credit Borrowing to be made on the third Business Day thereafter in the amount (including accrued interestDay) and currency of such Swing Line Advance and with an Interest Period of one month and such Revolving Credit Advance shall be made on the third Business Day in accordance with Section 2.02(a) (without regard to the minimum amount thereof) and the proceeds thereof applied in repayment of such Swing Line Advance. Notwithstanding anything contained herein The Swing Line Bank shall by 4:00 p.m., Chicago time, on the requested Borrowing Date, make the requested Swing Line Loans by crediting the principal amount thereof, in immediately available funds, to the contraryaccount of the Borrower maintained with the Swing Line Bank, for unless such Advance shall not occur on such date because any condition precedent herein specified shall not have been met.
(c) Notwithstanding the time period occurrence of any Default or noncompliance with the conditions precedent set forth in Article IV, if on any date the Swing ---------- Line Bank in its sole discretion shall so request with respect to the outstanding Swing Line Loans, the Agent shall be deemed to have received a Ratable Borrowing Notice from the day Borrower pursuant to Section 2.2.3 requesting ------------- that a Ratable Advance of Floating Rate Loans be made pursuant to Section 2.2 on ----------- such immediately following succeeding Business Day in an amount equal to the end aggregate amount of the Interest Period for any such Swing Line Advance Loans, and the procedures set forth in Section 2.5 ----------- shall be followed in making such Floating Rate Loans, provided that is not repaid the proceeds of such Floating Rate Loans received by the Agent shall be immediately delivered to the Swing Line Bank and applied to the direct repayment of such Swing Line Loans. Effective on the last day such Ratable Loans are made, the portion of its Interest Period until the Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans and including shall be outstanding as Ratable Loans of the third Business Day thereafter, Section 2.08(b) shall apply Lenders bearing interest at a rate determined by reference to the unpaid principal Alternate Base Rate, in accordance with the provisions of this Article II. The Borrower authorizes the Agent and the Swing ---------- Line Bank to charge the Borrower's account maintained with the Swing Line Bank (up to the amount available in such account) in order to immediately pay the amount of such Swing Line Loans to the extent amounts received from the Lenders are not sufficient to repay in full such Swing Line Loans. If any portion of any such amount paid (or deemed paid) to the Swing Line Advance.Bank should be recovered by or on behalf of the Borrower from the Swing Line Bank in the event of the bankruptcy or reorganization of the Borrower or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by Section 11.2. ------------
(d) If, for any reason (including, without limitation, the occurrence of a Default described in Section 7.6 or 7.7), Floating Rate Loans may not be, ----------- --- or are not, made pursuant to paragraph (c) of this Section 2.4 to repay Swing ----------- Line Loans as required by such paragraph, effective on the date such Floating Rate Loans would otherwise have been made, (i) each Lender severally, unconditionally and irrevocably agrees that it shall, without regard to the occurrence of any Default, purchase a participating interest in such Swing Line Loans ("Unrefunded Swing Line Loans") in an amount equal to the amount of --------------------------- Floating Rate Loans which would otherwise have been made by such Lender pursuant to paragraph (c) of this Section 2.4 and (ii) each Unrefunded Swing Line Loan ----------- previously bearing interest at the Alternate Swing Line Rate shall commence accruing interest at the Alternate Base Rate. Each Lender will immediately transfer to the Agent, in immediately available funds, the amount of its participation, and the proceeds of such participation shall be distributed by the Agent to the Swing Line Bank in such amount as will reduce the amount of the participating interest retained by the Swing Line Bank in its Swing Line Loans to the amount of the Floating Rate Loans which were to have been made by the Swing Line Bank pursuant to paragraph (c) of this Section 2.4. In the event a ----------- Lender fails to make available to the Swing Line Bank the amount of such Lender's participation as provided in this paragraph (d), the Swing Line Bank shall be entitled to recover such amount on demand from such Lender together with interest at the customary rate set by the Swing Line Bank for correction of errors among banks for one Business Day and thereafter at the Alternate Base Rate then in effect. All payments in respect of Unrefunded Swing Line Loans and participations therein shall be made in accordance with Section 2.12. ------------
(e) Each Lender's obligation to make Ratable Loans pursuant to paragraph (c) of this Section 2.4 and to purchase participating interests ----------- pursuant to paragraph (d) of this Section 2.4 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 Swing Line Bank, the Borrower or any other Person, as the case may be, for any reason whatsoever; (ii) the occurrence or continuance of a Default; (iii) Section 3.03 shall not apply to any Revolving Credit Advance to which this Section 2.07(dadverse change in the condition (financial or otherwise) refers.
of any Loan Party or any of its Subsidiaries; (iv) In the circumstances set out in paragraph any breach of this Agreement by any Loan Party, any of its Subsidiaries or any Lender; or (iiv) aboveany other circumstance, happening or event whatsoever, whether or not similar to the extent that it is not possible to make a Revolving Credit Advance due to the insolvency of a Borrower, the Lenders will indemnify (pro-rata according to their Revolving Credit Commitments) the Swing Line Banks for any loss that they incur as a result of the relevant Swing Line Borrowingforegoing.
Appears in 1 contract
Swing Line Advances. (i) On the terms and conditions set forth in this Agreement, the Swing Line Lender agrees to, from time-to-time on any Business Day before the Maturity Date, make advances (“Swing Line Advances”) in Dollars to the Borrowers for periods of up to seven Business Days (but may be rolled over for an additional seven Business Day period upon the due date of the Swing Line Advance, except that no Swing Line Advance may mature after the Maturity Date), bearing interest at either the Prime Rate plus the Applicable Margin or the Federal Funds Effective Rate plus the Applicable Margin, as such Borrower elects, in an amount not less than $1,000,000.00 (or if less, in the aggregate amount of the remaining unused portion of the aggregate Revolving Commitments) and in integral multiples of $500,000.00 in excess thereof and in an aggregate principal amount not to exceed the Swing Line Sublimit outstanding at any time; provided that the sum of (A) the aggregate principal amount of outstanding Revolving Advances plus (B) the aggregate principal amount of outstanding Swing Line Advances plus (C) the Letter of Credit Exposure shall never exceed the lesser of (1) the aggregate Revolving Commitments at such time and (2) the Borrowing Base; and provided further than no Swing Line Advance shall be made by the Swing Line Lender if the statements set forth in Section 3.02 are not true in all material respects on the date of such Swing Line Advance, it being agreed by the Borrowers that the giving of the applicable Notice of Borrowing and the acceptance by the applicable Borrower of the proceeds of such Swing Line Advance shall constitute a representation and warranty by such Borrower that on the date of such Swing Line Advance such statements are true in all material respects. Subject to the other provisions hereof, each Borrower may from time-to-time borrow, prepay (in whole or in part) and reborrow Swing Line Advances.
(ii) Each Borrower request for a Swing Line Advance shall repay be made pursuant to telephone notice to the Swing Line Lender given no later than 2:00 p.m. (New York time) on the date of the proposed Swing Line Advance, promptly confirmed by a completed and executed Notice of Borrowing telecopied to the Administrative Agent. The Swing Line Lender will promptly make the Swing Line Advance available to the applicable Borrower at the Administrative Agent’s Account, if any, or such other account as such Borrower shall direct.
(iii) The Borrowers and the Lenders agree that in the event any Swing Line Advance is not repaid on the date due to the Swing Line Lender, the Swing Line Lender shall give notice to the Administrative Agent to request each Lender, including the Swing Line Lender, to make a Revolving Advance in an amount equal to such Lender’s Pro Rata Share of the outstanding principal balance of such Swing Line Advance outstanding on the date such notice is given and such Advance shall be deemed to be a Base Rate Advance made pursuant to such Lender’s Revolving Commitment, whether made before or after termination of the Revolving Commitments, acceleration of the Revolving Advances, or otherwise, and whether or not the conditions precedent in Section 3.02 have been satisfied at the time of such Borrowing. The Administrative Agent shall give each Lender notice of such Borrowing by 11:00 a.m. (New York time) on the date such Borrowing is to be made. Each Lender shall, regardless of whether the conditions in Section 3.02 have been met at the time of such Borrowing and regardless of whether there exists any Default or Event of Default, make its Revolving Advance available to the Administrative Agent for the ratable account of the Swing Line Banks Lender in immediately available funds by 1:00 p.m. (New York time) on the last day date requested, and each Borrower hereby irrevocably instructs the Swing Line Lender to apply the proceeds of such Borrowing to the payment of the applicable Interest Period, the unpaid principal amount of any outstanding Swing Line Advance then outstanding.
(ii) In the event that a Borrower does not repay a Swing Line Advance made to it in full on the last day of its Interest Period, on the Business Day immediately following such day, that Borrower shall be deemed to have served a Notice of Revolving Credit Borrowing for a Revolving Credit Borrowing to be made on the third Business Day thereafter in the amount (including accrued interest) and currency of such Swing Line Advance and with an Interest Period of one month and such Revolving Credit Advance shall be made on the third Business Day in accordance with Section 2.02(a) (without regard to the minimum amount thereof) and the proceeds thereof applied in repayment of such Swing Line Advance. Notwithstanding anything contained herein to the contrary, for the time period from the day immediately following the end of the Interest Period for any such Swing Line Advance that is not repaid on the last day of its Interest Period until and including the third Business Day thereafter, Section 2.08(b) shall apply to the unpaid principal amount of any such Swing Line Advance.
(iii) Section 3.03 shall not apply to any Revolving Credit Advance to which this Section 2.07(d) refersAdvances.
(iv) In At any time before or after a Default or an Event of Default has occurred and is continuing, if the circumstances set out Revolving Commitments have expired or been terminated while any Swing Line Advance is outstanding, each Lender, at the sole option of the Swing Line Lender, shall be deemed, without further action by any Person, to have purchased from the Swing Line Lender a participation in paragraph such Swing Line Advance, in either case in an amount equal to such Lender’s Pro Rata Share of the outstanding principal balance of such Swing Line Advances. The Administrative Agent shall notify each such Lender of the amount of such participation, and such Lender will transfer to the Administrative Agent for the account of the Swing Line Lender on the next Business Day following such notice, in immediately available funds, the amount of such participation.
(v) If any such Lender shall not have so made its Revolving Advance or its percentage participation available to the Administrative Agent pursuant to this Section 2.01(b), such Lender agrees to pay interest thereon for each day from such date until the date such amount is paid at the Federal Funds Effective Rate for such day for the first three days and thereafter the interest rate applicable to Base Rate Advances. Whenever, at any time after the Administrative Agent has received from any Lender such Lender’s Revolving Advance or participating interest in a Swing Line Advance, the Administrative Agent receives any payment on account thereof, the Administrative Agent will pay 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 Revolving Advance or participating interest was outstanding and funded), which payment shall be subject to repayment by such Lender if such payment received by the Administrative Agent is required to be returned. Each Lender’s obligation to make Revolving Advances or purchase such participating interests pursuant to this Section 2.01(b) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (A) any set-off, counterclaim, recoupment, defense or other right which such Lender or any other Person may have against the Swing Line Lender, the Administrative Agent or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default or an Event of Default or the termination of the Revolving Commitments; (C) the occurrence of any Material Adverse Effect; (D) any breach of this Agreement by any Loan Party or any other Lender; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Each Swing Line Advance, once so participated by any Lender, shall cease to be a Swing Line Advance with respect to that amount for purposes of this Agreement, but shall continue to be a Revolving Advance.
(vi) The Swing Line Lender may resign at any time by giving 60 days’ prior written notice to the Administrative Agent, the Lenders and the Borrowers. Upon the acceptance of any appointment as the Swing Line Lender hereunder by a Lender that shall agree to serve as successor Swing Line Lender, such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring Swing Line Lender and the retiring Swing Line Lender shall be discharged from its obligations to make additional Swing Line Advances hereunder. At the time such resignation or removal shall become effective, unless assumed by the replacement Swing Line Lender, the Borrowers shall pay all outstanding Swing Line Advances, together with accrued and unpaid interest thereon. The acceptance of any appointment as the Swing Line Lender hereunder by a successor Lender shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the retiring Swing Line Lender and the Administrative Agent, and, from and after the effective date of such agreement, (i) such successor Lender shall have all the rights and obligations of the previous Swing Line Lender under this Agreement and the other Loan Documents and (ii) above, references herein and in the other Loan Documents to the extent that it is not possible to make a Revolving Credit Advance due to the insolvency of a Borrower, the Lenders will indemnify (pro-rata according to their Revolving Credit Commitments) the term “Swing Line Banks for Lender” shall be deemed to refer to such successor or to any loss that they incur as a result of the relevant previous Swing Line BorrowingLender, as the context shall require.
Appears in 1 contract
Samples: Credit Agreement (Total Gas & Electricity (PA) Inc)
Swing Line Advances. The Swing Line Lender agrees, on the terms and conditions hereinafter set forth, to make advances (ieach a “Swing Line Advance”) Each to the Borrower shall repay from time to time on any Business Day during the period from the Swing Line Agent for Commitment Commencement Date until the ratable account of Commitment Termination Date in an amount not to exceed the Swing Line Banks Lender’s Unused Swing Line Commitment on such Business Day. Each Swing Line Borrowing shall consist of Swing Line Advances made by the last day Swing Line Lender and shall be in an amount equal to $1,000,000 or an integral multiple of $100,000 in excess thereof. Immediately upon the applicable Interest Period, the unpaid principal amount making of any each Swing Line Advance then outstanding.
(ii) In by the event that a Borrower does not repay a Swing Line Advance made to it in full on Lender, the last day of its Interest Period, on the Business Day immediately following such day, that Borrower Swing Line Lender shall be deemed to have served a Notice of Revolving Credit Borrowing for a Revolving Credit Borrowing sold and transferred to each Lender, and each Lender shall be made on deemed to have purchased and received from the third Business Day thereafter Swing Line Lender, in the amount (including accrued interest) each case irrevocably and currency of without any further action by any party, an undivided interest and participation in such Swing Line Advance and with the Obligations of the Borrower under this Agreement in respect thereof in an Interest Period of one month and amount equal to such Revolving Credit Advance shall be made on the third Business Day in accordance with Section 2.02(a) (without regard to the minimum amount thereof) and the proceeds thereof applied in repayment Lender’s Pro Rata Share of such Swing Line Advance. Notwithstanding anything contained herein , provided, however, that (i) no Lender shall be required to the contrary, for the time period from the day immediately following the end of the Interest Period for fund its participation in any such Swing Line Advance that until demand therefor is not repaid on made by the last day Administrative Agent pursuant to Section 2.02(f)(ii) hereof, and (ii) no Lender shall be entitled to share in any payments of principal or interest in respect of its Interest Period until and including the third Business Day thereafter, Section 2.08(b) shall apply to the unpaid principal amount of participation in any such Swing Line Advance.
(iii) Section 3.03 shall not apply to any Revolving Credit Advance to which this Section 2.07(d) refers.
(iv) In the circumstances set out in paragraph (ii) above, except to the extent that it is not possible set forth in Section 2.02(f)(ii) hereof with respect to make a Revolving Credit Advance due to any such participation which has been funded by such Lender as provided therein. Within the insolvency limits of a Borrower, the Lenders will indemnify (pro-rata according to their Revolving Credit Commitments) the Swing Line Banks for any loss that they incur as a result of the relevant Lender’s Unused Swing Line BorrowingCommitment in effect from time to time, the Borrower may borrow under this Section 2.01(b), prepay pursuant to Section 2.05 and reborrow under this Section 2.01(b).
Appears in 1 contract
Swing Line Advances. (a) Subject to the terms and conditions set forth herein, each Swing Line Lender severally agrees to make a portion of the credit otherwise available from time to time to the Borrower or Borrowing Subsidiary under the credit facility established hereby by making swing line advances (“Swing Line Advances”) on any Business Day during the period from the Closing Date until the Termination Date applicable to such Swing Line Lender to the Borrower or Borrowing Subsidiary requesting such extension of credit under subsection (b) of this Section 2.20. Such Swing Line Advances shall be denominated in Euro and, in the aggregate, shall not exceed (x) at any time outstanding (i) for each Swing Line Lender (1) such Swing Line Lender’s Swing Line Commitment then in effect and (2) when aggregated to such Swing Line Lender’s outstanding Revolving Credit Advances and such Swing Line Lender’s unfunded participations in Swing Line Advances made by any other Swing Line Lender, such Swing Line Lender’s Commitment then in effect and (ii) for all
(b) Each Borrower Swing Line Advance shall repay be made on notice to the Swing Line Agent for Lenders and the ratable account of the Swing Line Banks on the last day of the applicable Interest PeriodAdministrative Agent, the unpaid principal amount of any Swing Line Advance then outstanding.
given not later than 11:00 A.M. (iiLondon time) In the event that a Borrower does not repay a Swing Line Advance made to it in full on the last day of its Interest Period, on the Business Day immediately following such day, that Borrower on which the proposed Swing Line Advance is to be made. Such notice requirement shall be deemed to have served satisfied by the delivery of a Notice of Revolving Credit Borrowing for a Revolving Credit Borrowing to be made on such Swing Line Advance in writing, by email or facsimile, and such notice shall specify therein (A) the third Business Day thereafter in the amount (including accrued interest) and currency requested date of such Swing Line Advance and with an Interest Period of one month and such Revolving Credit Advance (which shall be made on a Business Day), (B) the third Business Day in accordance with Section 2.02(arequested aggregate amount of Swing Line Advances being requested by the Borrower or Borrowing Subsidiary and (C) (without regard the requested account to the minimum amount thereof) and which the proceeds thereof applied of the requested Swing Line Advance are to be transferred. Upon fulfillment of the applicable conditions set forth in repayment Article III, each Swing Line Lender shall make its ratable portion of the requested Swing Line Advance (such ratable portion to be calculated based upon such Swing Line Advance. Notwithstanding anything contained herein Lender’s Swing Line Commitment to the contrary, total Swing Line Commitments of all of the Swing Line Lenders) available for the time period from account of its Applicable Lending Office to the day immediately following account designated by the end of the Interest Period Borrower for any such Swing Line Advance that is not repaid purpose on the last date specified in such Notice of Borrowing, in same day of its Interest Period until and including funds, before 1:00 P.M. (London time) on the third Business Day thereafter, Section 2.08(b) shall apply to date the unpaid principal amount of any Borrower or Borrowing Subsidiary has requested such Swing Line Advance.
(iiic) Section 3.03 shall not apply to The failure of any Revolving Credit Advance to which this Section 2.07(d) refers.
(iv) In the circumstances set out in paragraph (ii) above, to the extent that it is not possible Swing Line Lender to make a Revolving Credit Advance due to the insolvency of a Borrower, the Lenders will indemnify (pro-rata according to their Revolving Credit Commitments) the Swing Line Banks Advance to be made by it as part of any Swing Line Borrowing shall not relieve any other Swing Line Lender of its obligation, if any, hereunder to make its Swing Line Advance on the date of such Swing Line Borrowing, but no Swing Line Lender shall be responsible for the failure of any loss that they incur as a result other Swing Line Lender to make the Swing Line Advance to be made by such other Swing Line Lender on the date of the relevant any Swing Line Borrowing.
(d) Upon written demand by a Swing Line Lender, with a copy of such demand to the Administrative Agent, each other Lender will purchase from such Swing Line Lender, and such Swing Line Lender shall sell and assign to each such other Lender, such other Lender’s pro rata share of such outstanding Swing Line Advance, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Swing Line Lender, by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Swing Line Advance to be purchased by such Lender. The Borrower or Borrowing Subsidiary, as the case may be, hereby agrees to
(e) At any time after any Lender has funded a risk participation in a Swing Line Advance, if any Swing Line Lender receives any payment on account of such Swing Line Advance, such Swing Line Lender will promptly distribute to such Lender its ratable share thereof in the same funds as those received by such Swing Line Lender. ARTICLE III
Appears in 1 contract
Swing Line Advances. (i) Each Borrower shall repay With respect to Swing Line Advances, if,
(A) as of 10:00 A.M. (San Francisco time) on the fourth (4th) Business Day after the Swing Line Agent for Lender has funded any Swing Line Advance (the ratable account of date such Swing Line Advance was funded, the "Swing Line Funding Date"), Borrower has neither (1) repaid such Swing Line Advance in full, nor (2) notified the Swing Line Banks Lender in writing that Borrower intends to repay such Swing Line Advance in full on the last day next Business Day, nor (3) timely delivered a Notice of Borrowing requesting a proposed Funding Date, no later than the applicable Interest Periodfifth (5th) Business Day after such Swing Line Funding Date, the unpaid with respect to an Advance in a principal amount sufficient to repay such Swing Line Advance in full; or
(B) as of 11:00 A.M. on the fifth (5th) Business Day after such Swing Line Funding Date, (1) Borrower has not repaid such Swing Line Advance in full, or (2) the conditions precedent to any requested Advance the proceeds of which were to have been used (in whole or in part) to repay such Swing Line Advance have not been satisfied; or
(C) at any time prior to the repayment of any Swing Line Advance Advance, an Event of Default shall have occurred or the Advances shall be accelerated, or the Maturity Date shall occur, for any reason whatsoever; then outstanding.
(ii) In the event that a Borrower does not repay a Swing Line Advance made to it in full on Lender shall promptly (or, if an Event of Default has occurred but the last day Advances have not been accelerated and the Maturity Date has not occurred, may) notify each Lender by telephone (confirmed promptly by telex, facsimile transmission or cable), telex, facsimile transmission, or cable of its Interest Period, on the Business Day immediately following such day, that Borrower shall be deemed to have served a Notice of Revolving Credit Borrowing for a Revolving Credit Borrowing to be made on the third Business Day thereafter in the amount (including accrued interest) and currency of such Swing Line Advance and with an Interest Period of one month and such Revolving Credit Advance shall be made on the third Business Day in accordance with Section 2.02(a) (without regard to the minimum amount thereof) and the proceeds thereof applied in repayment of such Swing Line Advance. Notwithstanding anything contained herein ; and each Lender shall (1) in a case described in clause (A) above, before 10:00 A.M. (San Francisco time) on the next Business Day, or (2) in a case described in clause (B) or clause (C) above, before 12:00 noon (San Francisco time) on the date of such notice, pay to the contrarySwing Line Lender, for to such bank and account in El Segundo, California (or to such bank and account in such other place) as the time period from the day Swing Line Lender may designate, in immediately following the end available funds, such Lender's Pro Rata Share of the Interest Period for any such Swing Line Advance that is not repaid on the last day of its Interest Period until and including the third Business Day thereafter, Section 2.08(b) shall apply to the unpaid principal amount of any such Swing Line Advance.
(ii) Upon funding in accordance with clause (i) above, each Lender shall be deemed to have acquired from the Swing Line Lender (and the Swing Line Lender shall be deemed to have assigned to each such Lender) a percentage interest in such Swing Line Advance equal to such Lender's Pro Rata Share, and, for purposes of determining the availability of Swing Line Advances or Advances, such Swing Line Advance shall be deemed an Advance (and no longer a Swing Line Advance); provided that the obligations of the Lenders under this Section 10.3(c) shall not be subject to the notice or amount requirements, or to satisfaction of conditions precedent, otherwise applicable to the making of Advances.
(iii) Section 3.03 shall not apply Each Lender's obligation to any Revolving Credit fund, and to purchase from the Swing Line Lender, its Pro Rata Share of a Swing Line Advance pursuant to which this Section 2.07(d10.3(c) refersshall be absolute and unconditional under any and all circumstances (including, without limitation, irrespective of any intervening bankruptcy of Borrower or acceleration of the Advances).
(iv) It is not the parties' intent that the obligations of the Lenders under this Section 10.3(c) constitute guaranties or obligations of suretyship. If and to the extent, however, that the obligations of any Lender under this Section 10.3(c) are determined to be those of a guarantor or surety, such Lender, with full knowledge of the consequences thereof, hereby expressly waives the benefit of each and every right or defense of a guarantor or surety the effect of which would relieve such Lender of all or any portion of its obligations under this Section 10.3(c).
(v) In the circumstances set out in paragraph (ii) above, event that any Lender fails to pay to the extent that Swing Line Lender when due any amount it is not possible required to make a Revolving Credit Advance due fund under this Section 10.3(c), such Lender and Borrower severally agree to pay to the insolvency Swing Line Lender , on demand, the amount such Lender has failed to so pay, together with interest thereon for each day from the date on which such payment was due until the date such amount is repaid to the Administrative Agent, at (A) in the case of a Borrower, the Lenders will indemnify Base Rate, or (pro-rata according B) in the case of such Lender, the Federal Funds Rate. Any such repayment by Borrower shall be without prejudice to their Revolving Credit Commitments) any rights it may have against the Swing Line Banks for Lender that has failed to pay when due any loss that they incur as a result of the relevant Swing Line Borrowingsuch amount.
Appears in 1 contract
Samples: Revolving Credit Agreement (Arden Realty Limited Partnership)
Swing Line Advances. (ia) Each The Swing Line Bank shall, on the terms and subject to the conditions hereinafter set forth (including without limitation Section 2.5(c) hereof), make one or more advances in Dollars or in any Alternative Currency (each such advance being a "Swing Line Advance") to any of the Revolving Borrowers (provided that any Permitted Borrower shall repay requesting Swing Line Advances hereunder has become a party to this Agreement, either by execution and delivery of this Agreement, or by complying with the terms and conditions set forth in Section 2.1(a) hereof), from time to time on any Business Day during the period from the date hereof to (but excluding) the Revolving Credit Maturity Date in an aggregate amount, based on the Dollar Amount of any such Advances outstanding in Dollars and the Current Dollar Equivalent of any such Advances outstanding in Alternative Currencies, not to exceed at any time outstanding the Swing Line Agent for Maximum Amount. Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of each of the ratable Revolving Borrowers to Swing Line Bank resulting from each Swing Line Advance of such Bank from time to time, including the amounts of principal and interest payable thereon and paid to such Bank from time to time. The entries made in such account or accounts of Swing Line Bank shall, to the extent permitted by applicable law, be conclusive evidence, absent manifest error, of the existence and amounts of the obligations of the Revolving Borrower therein recorded; provided, however, that the failure of Swing Line Bank to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of each of each Revolving Borrower to repay the Swing Line Banks Advances (and all other amounts owing with respect thereto) made to such Revolving Borrower by Swing Line Bank in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject to the terms and conditions of this Agreement. Each Swing Line Advance shall mature and the principal amount thereof shall be due and payable by the applicable Revolving Borrower on the last day of the applicable Interest Period, the unpaid principal amount of any Swing Line Advance then outstanding.
(ii) In the event that a Borrower does not repay a Swing Line Advance made to it in full on the last day of its Interest Period, on the Business Day immediately following such day, that Borrower shall be deemed to have served a Notice of Revolving Credit Borrowing for a Revolving Credit Borrowing to be made on the third Business Day thereafter in the amount (including accrued interest) and currency of such Swing Line Advance and with an Interest Period of one month and such Revolving Credit Advance shall be made on the third Business Day in accordance with Section 2.02(a) applicable thereto (without regard to the minimum amount thereof) and the proceeds thereof applied in repayment of such Swing Line Advance. Notwithstanding anything contained herein to the contrary, for the time period from the day immediately following the end of the Interest Period for any such Swing Line Advance that is not repaid on the last day of its Interest Period until and including the third Business Day thereafter, Section 2.08(b) shall apply to the unpaid principal amount of any such Swing Line Advanceif any).
(iii) Section 3.03 shall not apply to any Revolving Credit Advance to which this Section 2.07(d) refers.
(iv) In the circumstances set out in paragraph (ii) above, to the extent that it is not possible to make a Revolving Credit Advance due to the insolvency of a Borrower, the Lenders will indemnify (pro-rata according to their Revolving Credit Commitments) the Swing Line Banks for any loss that they incur as a result of the relevant Swing Line Borrowing.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Autocam Corp/Mi)
Swing Line Advances. (ia) Each Borrower shall repay The Swing Line Banks shall, on the terms and subject to the conditions hereinafter set forth (including without limitation Section 2.5(c) hereof), make one or more advances in Dollars or in any Alternative Currency (each such advance being a "Swing Line Advance") to any Borrower, from time to time on any Business Day during the period from the date hereof to (but excluding) the Revolving Credit Maturity Date in a Dollar Equivalent Amount not to exceed at any time outstanding the Swing Line Agent for Maximum Amount. Each Swing Line Bank shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of each of the ratable Borrowers to such Swing Line Bank resulting from each Swing Line Advance of such Bank from time to time, including the amounts of principal and interest payable thereon and paid to such Bank from time to time. The entries made in such account or accounts of each such Swing Line Bank shall, to the extent permitted by applicable law, be conclusive evidence, absent manifest error, of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of a Swing Line Bank to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay the Swing Line Banks Advances (and all other amounts owing with respect thereto) made to such Borrower by such Swing Line Bank in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject to the terms and conditions of this Agreement. Each Swing Line Advance shall mature and the principal amount thereof shall be due and payable by the applicable Borrower on the last day of the Interest Period applicable Interest Periodthereto (if any) and, in the unpaid principal amount case of any Swing Line Advance then outstanding.
(ii) In Prime-based Advance, on the event that a Borrower does not repay Revolving Credit Maturity Date. The Borrowers agree that, upon the written request of a Swing Line Advance made Bank (with a copy to it in full on the last day Company), each of its Interest Period, on the Business Day immediately following Borrowers will execute and deliver to such daySwing Line Bank Swing Line Notes; provided, that Borrower shall be deemed to have served a Notice of Revolving Credit Borrowing for a Revolving Credit Borrowing to be made on the third Business Day thereafter in the amount (including accrued interest) and currency delivery of such Swing Line Advance and with an Interest Period of one month and such Revolving Credit Advance Notes shall not be made on the third Business Day in accordance with Section 2.02(a) (without regard a condition precedent to the minimum amount thereof) and Effective Date. The Borrowers further agree that as of the proceeds thereof applied in repayment of such Effective Date, Swing Line Advance. Notwithstanding anything contained herein to Advances may only be requested (a) in Dollars by the contrary, for Company or (b) in Canadian Dollars by the time period from the day immediately following the end of the Interest Period for any such Swing Line Advance that is not repaid on the last day of its Interest Period until and including the third Business Day thereafter, Section 2.08(b) shall apply to the unpaid principal amount of any such Swing Line AdvanceCanadian Permitted Borrower.
(iii) Section 3.03 shall not apply to any Revolving Credit Advance to which this Section 2.07(d) refers.
(iv) In the circumstances set out in paragraph (ii) above, to the extent that it is not possible to make a Revolving Credit Advance due to the insolvency of a Borrower, the Lenders will indemnify (pro-rata according to their Revolving Credit Commitments) the Swing Line Banks for any loss that they incur as a result of the relevant Swing Line Borrowing.
Appears in 1 contract
Swing Line Advances. (ia) Each The Swing Line Lender shall, on the terms and subject to the conditions hereinafter set forth (including without limitation Section 2.5(c) hereof), make one or more Advances (each such advance being a "Swing Line Advance") to any Borrower shall repay (provided that any Borrower requesting Swing Line Advances hereunder has become a party to this Agreement, either by execution and delivery of this Agreement or by complying with the terms and conditions set forth in Section 2.1(a) hereof), from time to time on any Business Day during the period from the date hereof to (but excluding) the Revolving Credit Maturity Date an amount not to exceed at any time outstanding the Swing Line Agent for Maximum Amount. Swing Line Lender shall maintain in accordance with its usual practice an account or accounts evidencing indebtedness of each of the ratable Borrowers to Swing Line Lender resulting from each Swing Line Advance of such Lender from time to time, including the amounts of principal and interest payable thereon and paid to such Lender from time to time. The entries made in such account or accounts of Swing Line Lender shall, to the extent permitted by applicable law, be conclusive evidence, absent manifest error, of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of Swing Line Lender to maintain such account, as applicable, or any error therein, shall not in any manner affect the obligation of each Borrower to repay the Swing Line Banks Advances (and all other amounts owing with respect thereto) made to such Borrower by Swing Line Lender in accordance with the terms of this Agreement. Advances, repayments and readvances under the Swing Line may be made, subject to the terms and conditions of this Agreement. Each Swing Line Advance shall mature and the principal amount thereof shall be due and payable by the applicable Borrower on the last day of the Interest Period applicable Interest Periodthereto (if any) and, in the unpaid principal amount case of any Swing Line Advance then outstanding.
(ii) In the event that a Borrower does not repay a Swing Line Advance made to it in full on the last day of its Interest PeriodPrime-based Advance, on the Business Day immediately following such dayRevolving Credit Maturity Date. The Borrowers agree that, upon the written request of Swing Line Lender (with a copy to Holdings), each of the Borrowers will execute and deliver to Swing Line Lender Swing Line Notes; provided, that Borrower shall be deemed to have served a Notice of Revolving Credit Borrowing for a Revolving Credit Borrowing to be made on the third Business Day thereafter in the amount (including accrued interest) and currency delivery of such Swing Line Advance and with an Interest Period of one month and such Revolving Credit Advance Notes shall not be made on the third Business Day in accordance with Section 2.02(a) (without regard a condition precedent to the minimum amount thereof) and the proceeds thereof applied in repayment of such Swing Line Advance. Notwithstanding anything contained herein to the contrary, for the time period from the day immediately following the end of the Interest Period for any such Swing Line Advance that is not repaid on the last day of its Interest Period until and including the third Business Day thereafter, Section 2.08(b) shall apply to the unpaid principal amount of any such Swing Line AdvanceEffective Date.
(iii) Section 3.03 shall not apply to any Revolving Credit Advance to which this Section 2.07(d) refers.
(iv) In the circumstances set out in paragraph (ii) above, to the extent that it is not possible to make a Revolving Credit Advance due to the insolvency of a Borrower, the Lenders will indemnify (pro-rata according to their Revolving Credit Commitments) the Swing Line Banks for any loss that they incur as a result of the relevant Swing Line Borrowing.
Appears in 1 contract
Samples: Revolving Credit Agreement (Plastipak Holdings Inc)
Swing Line Advances. (a) Subject to the terms and conditions hereof, and relying on the representations and warranties herein set forth, the Swing Line Lender shall make swing line loans (the “Swing Line Advances”) to the Borrower at any time or from time to time after the date hereof to, but not including the Termination Date in an aggregate outstanding principal amount up to but not in excess of the amount of the Swing Line Commitment as requested by the Borrower; provided, that, (a) after giving effect to any amount requested, the Revolving Credit Advances outstanding shall not exceed the Commitments of all of the Lenders and (b) the aggregate principal amount of all outstanding Swing Line Advances (after giving effect to any amount requested), shall not exceed the lesser of (i) the Commitments of all of the Lenders less the sum of all outstanding Revolving Credit Advances and the Letter of Credit Obligations and (ii) the Swing Line Commitment. Within the foregoing limits, the Borrower may prior to the Termination Date borrow, repay and reborrow under the Swing Line Commitment, subject to and in accordance with the terms and limitations hereof. The interest rate for a Swing Line Advance shall be the Daily LIBOR Rate plus the Applicable Margin in effect from time to time for Eurodollar Rate Advances (or, if the Daily LIBOR Rate is unavailable, the Base Rate plus the Applicable Margin in effect from time to time for Base Rate Advances), and such interest shall be due and payable in arrears on the first Business Day of each month.
(b) Each request for a Swing Line Advance (each a “Notice of Swing Line Borrowing”) shall be in writing (or by telephone immediately confirmed in writing, it being understood that the Swing Line Lender may rely on the authority of any individual making such telephonic request without the necessity of receipt of such written confirmation) in substantially the form of Exhibit B-2 hereto and received by the Swing Line Lender not later than 1:00 p.m. (Pittsburgh, Pennsylvania time) on the Business Day such Swing Line Advance is to be made (or such later time as the Swing Line Lender shall agree in its discretion), specifying in each case (i) the amount to be borrowed, and (ii) the requested borrowing date. The request for such Swing Line Advance shall be irrevocable. The Swing Line Lender shall, not later than 4:00 p.m. (Pittsburgh, Pennsylvania time) on the date specified in the Borrower’s request for such Swing Line Advance, make such Swing Line Advance by crediting the deposit account designated by the Borrower in writing at the time of such request. Each Swing Line Advance shall be in an original principal amount of $100,000 or in integral amounts of $100,000 in excess thereof. The obligation of the Borrower to repay the Swing Line Advances may be evidenced by a promissory note of the Borrower dated the date hereof, payable to the order of the Swing Line Lender in the principal amount of the Swing Line Commitment and substantially in the form of Exhibit A-2 (as amended, supplemented or otherwise modified from time to time, the “Swing Line Note”).
(c) The Borrower shall repay have the right at any time and from time to time to prepay the Swing Line Advances, in whole or in part, without premium or penalty, upon prior written, facsimile or telephonic notice to the Swing Line Lender given no later than 1:00 p.m. (Pittsburgh, Pennsylvania time) on the date of any proposed prepayment (each such date, a “Swing Line Prepayment Date”). Each notice of prepayment shall specify the Swing Line Advance to be prepaid and the amount to be prepaid (which, except in the case of payment in full, shall be in the principal amount of $100,000 or in integral multiples of $100,000 in excess thereof), shall be irrevocable and shall commit the Borrower to prepay such amount on such date. All Swing Line Advances and accrued interest thereon shall be payable on the Termination Date.
(d) If a Swing Line Advance has not been repaid within seven (7) Business Days of the date that such Swing Line Advance was made, the Swing Line Lender shall notify the Agent and the Agent shall notify each Lender thereof and of each Lender’s pro rata share (based on its Ratable Share) thereof. Each Lender shall before 12:00 noon (Pittsburgh, Pennsylvania time) on the next Business Day and whether or not one or more Events of Default shall exist (other than an Event of Default under Section 6.01(e)) make available to the Agent, in immediately available funds, the amount of its pro rata share (based on its Ratable Share) of the principal amount of such Swing Line Advance outstanding. Upon such payment by a Lender, such Lender shall be deemed to have made a Revolving Credit Advance to the Borrower, notwithstanding any failure of the Borrower to satisfy the conditions in Section 3.02. The Agent shall use such funds to repay the principal amount of such Swing Line Advance to the Swing Line Lender. The failure of any Lender to make available to the Agent for the ratable account of the Swing Line Banks on Lender a Revolving Credit Advance as provided in this Section 2.03(d) shall be treated for all purposes in the last day same manner as the failure of a Lender to make a Revolving Credit Advance under Section 2.02(d) and (e) and shall be subject to the provisions of such Sections.
(e) Upon the occurrence and during the continuance of an Event of Default, the Agent may, and upon the request of the applicable Required Lenders shall, require the Borrower to pay interest (“Default Interest Period, on Swing Line Advances”) on (i) the unpaid principal amount of each Swing Line Advance, payable on demand at a rate per annum equal at all times to 2% per annum above the Base Rate plus the Applicable Margin in effect from time to time and (ii) to the fullest extent permitted by law, the amount of any interest payable hereunder with respect to Swing Line Advances that is not paid when due, payable on demand, at a rate per annum equal at all times to 2% per annum above the Base Rate plus the Applicable Margin in effect from time to time, provided, however, that following acceleration of the Advances pursuant to Section 6.01, Default Interest on Swing Line Advances shall accrue and be payable hereunder whether or not previously required by the Agent and shall be paid in full on demand.
(f) In the event that (i) the Borrower shall fail to repay the Swing Line Lender (A) the outstanding Swing Line Advances together with accrued interest thereon on the Termination Date, (B) the amount of any Swing Line Advance then outstanding.
on any Swing Line Prepayment Date for such Swing Line Advance or (C) any amounts required under Section 2.03(g), or (ii) an Event of Default shall occur under Section 6.01(e), the Agent shall promptly notify each Lender of the unpaid amount of such Swing Line Advance(s) (including accrued interest thereon) and of such Lender’s respective participation therein in an amount equal to such Lender’s Ratable Share of such amount. Each Lender shall make available to the Agent for payment to the Swing Line Lender an amount equal to its respective participation therein (including without limitation its pro rata share of accrued but unpaid interest thereon, in same day funds, at the office of the Agent specified in such notice. If such notice is delivered by the Agent by 11:00 a.m. (Pittsburgh, Pennsylvania time), each Lender shall make funds available to the Agent on that Business Day. If such notice is delivered after 11:00 a.m. (Pittsburgh, Pennsylvania time), each Lender shall make funds available to the Agent on the next Business Day. In the event that a Borrower does not repay a any Lender fails to make available to the Agent the amount of such Lender’s participation in such unpaid amount as provided herein, the Swing Line Advance made Lender shall be entitled to it recover such amount on demand from such Lender together with interest thereon at a rate per annum equal to the Federal Funds Rate for each day during the period between the Business Day such payment is due in full accordance with the terms of this Section 2.03(f) and the date on which such Lender makes available its participation in such unpaid amount. The failure of any Lender to make available to the last day Agent its Ratable Share of any such unpaid amount shall not relieve any other Lender of its Interest Period, obligations hereunder to make available to the Agent its Ratable Share of such unpaid amount on the Business Day immediately following such day, that Borrower shall be deemed to have served a Notice of Revolving Credit Borrowing for a Revolving Credit Borrowing to be made on the third Business Day thereafter in the amount (including accrued interest) and currency of such Swing Line Advance and with an Interest Period of one month and such Revolving Credit Advance shall be made on the third Business Day payment is due in accordance with the terms of this Section 2.02(a2.03(f). The Agent shall promptly distribute to each Lender which has paid all amounts payable by it under this Section 2.03(f) (without regard with respect to the minimum unpaid amount thereof) and of any Swing Line Advance, such Lender’s Ratable Share of all payments received by the proceeds thereof applied Agent from the Borrower in repayment of such Swing Line AdvanceAdvance when such payments are received; provided, however, that in the event that any payment received by the Lenders shall be required to be returned by the Swing Line Lender, any Lender receiving any portion of such payment shall be required to return to the Swing Line Lender such portion thereof previously distributed to it. Notwithstanding anything contained herein to the contrarycontrary herein, each Lender which has paid all amounts payable by it under this subsection 2.03(f) shall have a direct right to repayment of such amounts from the Borrower subject to the procedures for repaying Lenders set forth in this Section 2.03(f) and the provisions of Section 8.05.
(g) In the event the Commitments are terminated in accordance with the terms hereof, the Swing Line Commitment shall also be terminated automatically. In the event the Borrower reduces the aggregate Commitments to less than the Swing Line Commitment, the Swing Line Commitment shall immediately be reduced to an amount equal to the aggregate Commitments. In the event the Borrower reduces the aggregate Commitments to less than the outstanding principal amount of the Swing Line Advances outstanding, the Borrower shall immediately repay the amount by which the outstanding Swing Line Advances exceeds the Swing Line Commitment as so reduced plus accrued interest thereon.
(h) Each Lender acknowledges and agrees that, in making any Swing Line Advance, the Swing Line Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 3.02, unless, at least one Business Day prior to the time period from the day immediately following the end of the Interest Period for any such Swing Line Advance that is not repaid on the last day of its Interest Period until and including the third Business Day thereafter, Section 2.08(b) shall apply to the unpaid principal amount of any such Swing Line Advance.
(iii) Section 3.03 shall not apply to any Revolving Credit Advance to which this Section 2.07(d) refers.
(iv) In the circumstances set out in paragraph (ii) above, to the extent that it is not possible to make a Revolving Credit Advance due to the insolvency of a Borrowerwas made, the Required Lenders will indemnify (pro-rata according to their Revolving Credit Commitments) shall have notified the Swing Line Banks for any loss that they incur Lender (with a copy to the Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the relevant conditions precedent set forth in Section 3.02 would not be satisfied if such Swing Line BorrowingAdvance were then made (it being understood and agreed that, in the event the Swing Line Lender shall have received any such notice, it shall have no obligation to make any Swing Line Advance until and unless it shall be satisfied in its sole discretion that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist). Each Revolving Lender further acknowledges and agrees that its obligation to acquire participations in Swing Line Advances pursuant to this Section 2.03 is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default or any reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.
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Samples: Credit Agreement (Ugi Utilities Inc)
Swing Line Advances. (i) Each Borrower shall repay With respect to Swing Line Advances, if,
(A) as of 10:00 A.M. (San Francisco time) on the fourth (4th) Business Day after the Swing Line Agent for Lender has funded any Swing Line Advance (the ratable account of date such Swing Line Advance was funded, the “Swing Line Funding Date”), Borrower has neither (1) repaid such Swing Line Advance in full, nor (2) notified the Swing Line Banks Lender in writing that Borrower intends to repay such Swing Line Advance in full on the last day next Business Day, nor (3) timely delivered a Notice of Borrowing requesting a proposed Funding Date, no later than the applicable Interest Periodfifth (5th) Business Day after such Swing Line Funding Date, the unpaid with respect to an Advance in a principal amount sufficient to repay such Swing Line Advance in full; or
(B) as of 11:00 A.M. on the fifth (5th) Business Day after such Swing Line Funding Date, (1) Borrower has not repaid such Swing Line Advance in full, or (2) the conditions precedent to any requested Advance the proceeds of which were to have been used (in whole or in part) to repay such Swing Line Advance have not been satisfied; or
(C) at any time prior to the repayment of any Swing Line Advance Advance, an Event of Default shall have occurred or the Advances shall be accelerated, or the Maturity Date shall occur, for any reason whatsoever; then outstanding.
(ii) In the event that a Borrower does not repay a Swing Line Advance made to it in full on Lender shall promptly (or, if an Event of Default has occurred but the last day Advances have not been accelerated and the Maturity Date has not occurred, may) notify each Lender by telephone (confirmed promptly by telex, facsimile transmission or cable), telex, facsimile transmission, or cable of its Interest Period, on the Business Day immediately following such day, that Borrower shall be deemed to have served a Notice of Revolving Credit Borrowing for a Revolving Credit Borrowing to be made on the third Business Day thereafter in the amount (including accrued interest) and currency of such Swing Line Advance and with an Interest Period of one month and such Revolving Credit Advance shall be made on the third Business Day in accordance with Section 2.02(a) (without regard to the minimum amount thereof) and the proceeds thereof applied in repayment of such Swing Line Advance. Notwithstanding anything contained herein ; and each Lender shall (1) in a case described in clause (A) above, before 10:00 A.M. (San Francisco time) on the next Business Day, or (2) in a case described in clause (B) or clause (C) above, before 12:00 noon (San Francisco time) on the date of such notice, pay to the contrarySwing Line Lender, for to such bank and account in El Segundo, California (or to such bank and account in such other place) as the time period from the day Swing Line Lender may designate, in immediately following the end available funds, such Lender’s Pro Rata Share of the Interest Period for any such Swing Line Advance that is not repaid on the last day of its Interest Period until and including the third Business Day thereafter, Section 2.08(b) shall apply to the unpaid principal amount of any such Swing Line Advance.
(ii) Upon funding in accordance with clause (i) above, each Lender shall be deemed to have acquired from the Swing Line Lender (and the Swing Line Lender shall be deemed to have assigned to each such Lender) a percentage interest in such Swing Line Advance equal to such Lender’s Pro Rata Share, and, for purposes of determining the availability of Swing Line Advances or Advances, such Swing Line Advance shall be deemed an Advance (and no longer a Swing Line Advance); provided that the obligations of the Lenders under this Section 10.3(c) shall not be subject to the notice or amount requirements, or to satisfaction of conditions precedent, otherwise applicable to the making of Advances.
(iii) Section 3.03 shall not apply Each Lender’s obligation to any Revolving Credit fund, and to purchase from the Swing Line Lender, its Pro Rata Share of a Swing Line Advance pursuant to which this Section 2.07(d10.3(c) refersshall be absolute and unconditional under any and all circumstances (including, without limitation, irrespective of any intervening bankruptcy of Borrower or acceleration of the Advances).
(iv) It is not the parties’ intent that the obligations of the Lenders under this Section 10.3(c) constitute guaranties or obligations of suretyship. If and to the extent, however, that the obligations of any Lender under this Section 10.3(c) are determined to be those of a guarantor or surety, such Lender, with full knowledge of the consequences thereof, hereby expressly waives the benefit of each and every right or defense of a guarantor or surety the effect of which would relieve such Lender of all or any portion of its obligations under this Section 10.3(c).
(v) In the circumstances set out in paragraph (ii) above, event that any Lender fails to pay to the extent that Swing Line Lender when due any amount it is not possible required to make a Revolving Credit Advance due fund under this Section 10.3(c), such Lender and Borrower severally agree to pay to the insolvency Swing Line Lender , on demand, the amount such Lender has failed to so pay, together with interest thereon for each day from the date on which such payment was due until the date such amount is repaid to the Administrative Agent, at (A) in the case of a Borrower, the Lenders will indemnify Base Rate, or (pro-rata according B) in the case of such Lender, the Federal Funds Rate. Any such repayment by Borrower shall be without prejudice to their Revolving Credit Commitments) any rights it may have against the Swing Line Banks for Lender that has failed to pay when due any loss that they incur as a result of the relevant Swing Line Borrowingsuch amount.
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