Swing Line Commitments. (a) Subject to the terms and conditions hereof, from time to time prior to the Revolving Credit Termination Date (i) the Canadian Dollar Swing Line Lender severally (but not jointly) agrees to make Canadian Dollar Swing Line Loans to the Canadian Subsidiary Borrowers in Canadian Dollars in an aggregate principal amount not to exceed the Canadian Dollar equivalent of U.S.$15,000,000 at any one time outstanding (each of the foregoing individually, a “Canadian Dollar Swing Line Loan”; collectively the “Canadian Dollar Swing Line Loans”); provided that, after giving effect to the making of any such Canadian Dollar Swing Line Loans, the aggregate principal amount of Swing Line Loans under any Revolving Facility at any one time outstanding shall not exceed U.S.$100,000,000 and the Aggregate Canadian Revolving Extensions of Credit shall not exceed the Canadian Commitments. All Canadian Dollar Swing Line Loans shall be made as Canadian Dollar Prime Loans. The relevant Canadian Subsidiary Borrowers shall give the Canadian Administrative Agent irrevocable notice (which notice must be received by the Canadian Administrative Agent at or prior to 1:00 P.M., Toronto time, on the requested Borrowing Date), specifying the amount of each requested Canadian Dollar Swing Line Loan, which shall be greater than or equal to a minimum amount to be agreed upon by such Canadian Subsidiary Borrowers and the relevant Canadian Dollar Swing Line Lender. Upon such notice, the Canadian Administrative Agent shall promptly notify the Canadian Dollar Swing Line Lender thereof. The Canadian Dollar Swing Line Lender shall make the amount of each borrowing available to the applicable Canadian Subsidiary Borrowers in the manner directed by the Canadian Administrative Agent on the requested Borrowing Date. (b) The Canadian Dollar Swing Line Lender in its sole and absolute discretion, may, on behalf of the applicable Canadian Subsidiary Borrower (which hereby irrevocably directs the Canadian Dollar Swing Line Lender to act on its behalf), request each Canadian Dollar Lender, including the Canadian Dollar Swing Line Lender, with respect to all other Canadian Dollar Swing Line Loans, to make a Canadian Dollar Prime Loan, in an amount equal to such Canadian Dollar Lender’s Revolving Percentage under the Canadian Facility of the amount of the Canadian Dollar Swing Line Loans (the “Refunded Canadian Dollar Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 8 of the Credit Agreement shall have occurred (in which event the procedures of paragraph (c) of this subsection 2.6 shall apply), each Canadian Dollar Lender shall make the proceeds of its Canadian Dollar Prime Loan available to the Canadian Administrative Agent for the account of the Canadian Dollar Swing Line Lender, at the office of the Canadian Administrative Agent prior to 12:00 Noon (Toronto time) in funds immediately available on the Business Day (Canada) next succeeding the date such notice is given. The proceeds of such Canadian Dollar Prime Loans shall be immediately applied to repay the Refunded Canadian Dollar Swing Line Loans.
Appears in 1 contract
Swing Line Commitments. (a) Subject to the terms and conditions hereof, the U.S. Swing Line Lender agrees to make swing line loans (individually, a “U.S. Swing Line Loan”; collectively, the “U.S. Swing Line Loans”) to any U.S. Borrower from time to time prior to during the Revolving Credit Termination Date (i) the Canadian Dollar Swing Line Lender severally (but not jointly) agrees to make Canadian Dollar Swing Line Loans to the Canadian Subsidiary Borrowers in Canadian Dollars Commitment Period in an aggregate principal amount not to exceed the Canadian Dollar equivalent of U.S.$15,000,000 at any one time outstanding not to exceed $75,000,000; provided that the U.S. Swing Line Lender shall not make any U.S. Swing Line Loans if, after doing so, the Aggregate Tranche A U.S. Facility Lender Exposure would exceed the Aggregate Tranche A U.S. Facility Commitment or the Aggregate Tranche A U.S. Borrower Credit Extensions would exceed the applicable limitation set forth in subsection 2.1(a)(i)(B). Subject to the terms and conditions hereof, the Canadian Swing Line Lender agrees to make swing line loans (each of the foregoing individually, a “Canadian Dollar Swing Line Loan”; collectively collectively, the “Canadian Dollar Swing Line Loans”)) to the Canadian Borrower from time to time during the Commitment Period in an aggregate principal amount at any one time outstanding not to exceed the Dollar Equivalent of $15,000,000; provided thatthat the Canadian Swing Line Lender shall not make any Canadian Swing Line Loans if, after giving effect doing so, (i) the Aggregate Tranche A Canadian Facility Lender Exposure would exceed the Aggregate Tranche A Canadian Facility Commitment or (ii) the Aggregate Tranche A Canadian Borrower Credit Extensions would exceed the applicable limitation set forth in subsection 2.1(b)(i)(B). Amounts borrowed by any U.S. Borrower under this subsection 2.4 may be repaid and, through but excluding the Maturity Date, reborrowed. All Swing Line Loans (x) made to any U.S. Borrower shall be made in Dollars and (y) made to Canadian Borrower shall be made in Canadian Dollars or in Dollars as ABR Loans and. Swing Line Loans shall not be entitled to be converted into Eurocurrency Loans. The or BA Equivalent Loans. In the making case of any such Canadian Dollar U.S. Swing Line Loans, the aggregate principal Borrower Representative (on behalf of any U.S. Borrower) shall give the U.S. Swing Line Lender irrevocable notice (which notice must be received by the U.S. Swing Line Lender prior to 3:00 P.M., New York City time) on the requested Borrowing Date specifying (1) the identity of the U.S. Borrower and (2) the amount of the requested U.S. Swing Line Loans under any Revolving Facility at any one time outstanding Loan, which shall not exceed U.S.$100,000,000 and be in a minimum amount of $100,000.00 or whole multiples of $50,000.00 in excess thereof. TheIn the Aggregate case of Canadian Revolving Extensions Swing Line Loans, the Borrower Representative (on behalf of Credit shall not exceed the Canadian Commitments. All Canadian Dollar Swing Line Loans shall be made as Canadian Dollar Prime Loans. The relevant Canadian Subsidiary Borrowers Borrower) shall give the Canadian Administrative Agent Swing Line Lender irrevocable notice (which notice must be received by the Canadian Administrative Agent at or Swing Line Lender prior to 1:00 12:30 P.M., Toronto New York City time, ) on the requested Borrowing Date), Date specifying the amount of each the requested Canadian Dollar Swing Line Loan, which shall be greater than or equal to in a minimum amount to be agreed upon by such of $100,000.00 or whole multiples of $50,000.00 in excess thereof (or, in the case of Canadian Subsidiary Borrowers and the relevant Canadian Dollar Swing Line LenderLoans denominated in Canadian Dollars, a minimum amount of Cdn$100,000.00 or whole multiples of Cdn$50,000.00 in excess thereof). Upon such noticeIn each case, the Canadian Administrative Agent shall promptly notify proceeds of the Canadian Dollar Swing Line Loan will be made available by the applicable Swing Line Lender thereof. The Canadian Dollar to the U.S. Borrower identified in such notice at an office of the applicable Swing Line Lender shall make the amount of each borrowing available by wire transfer to the applicable Canadian Subsidiary Borrowers account of such U.S. Borrower specified in the manner directed by the Canadian Administrative Agent on the requested Borrowing Datesuch notice.
(b) The Canadian Dollar Each of the U.S. Borrowers agrees that, upon the request to the Administrative Agent by the U.S. Swing Line Lender made on or prior to the Closing Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence the U.S. Swing Line Loans such Borrower will execute and deliver to the U.S. Swing Line Lender a promissory note substantially in the form of Exhibit I-2, with appropriate insertions (as the same may be amended, supplemented, replaced or otherwise modified from time to time, the “U.S. Swing Line Note”), payable to the U.S. Swing Line Lender and representing the obligation of such Borrower to pay the amount of the U.S. Swing Line Commitment or, if less, the unpaid principal amount of the U.S. Swing Line Loans made to such Borrower, with interest thereon as prescribed in subsection 4.1. The Swing LineCanadian Borrower agrees that, upon the request to the Administrative Agent by the Canadian Swing Line Lender made on or prior to the First Amendment Effective Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence the Canadian Swing Line Loans the Canadian Borrower will execute and deliver to the Canadian Swing Line Lender a promissory note substantially in the form of Exhibit I-3, with appropriate insertions (as the same may be amended, supplemented, replaced or otherwise modified from time to time, the “Canadian Swing Line Note”), payable to the Canadian Swing Line Lender and representing the obligation of the Canadian Borrower to pay the amount of the Canadian Swing Line Commitment or, if less, the unpaid principal amount of the Canadian Swing Line Loans made to the Canadian Borrower, with interest thereon as prescribed in subsection 4.1. Each Swing Line Note shall (i) be dated the Closing Date, (ii) be stated to mature on the Maturity Date and (iii) provide for the payment of interest in accordance with subsection 4.1.
(c) TheEach Swing Line Lender, at any time in its sole and absolute discretion, may, and, at any time as there shall be a Swing Line Loan outstanding for more than five Business Days, theeach Swing Line Lender shall, on behalf of the applicable Canadian Subsidiary Borrower to which the Swing Line Loan has been made (which hereby irrevocably directs and authorizes the Canadian Dollar applicable Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 9(f)) (1) in the case of a U.S. Swing Line Loan, each Canadian Dollar Tranche A U.S. Facility Lender, including the Canadian Dollar U.S. Swing Line Lender, with respect to all other Canadian Dollar Swing Line Loans, to make a Canadian Dollar Prime Loan, Tranche A U.S. Facility Revolving Credit Loan as an ABR Loan (a “Mandatory U.S. Revolving Loan Borrowing”) in an amount equal to such Canadian Dollar Tranche A U.S. Facility Lender’s Revolving Tranche A U.S. Facility Commitment Percentage under the Canadian Facility of the principal amount of all of the Canadian Dollar U.S. Swing Line Loans (collectively, the “Refunded U.S. Swing Line Loans”) outstanding on the date such notice is given or (2) in the case of a Canadian Swing Line Loan, each Tranche A Canadian Facility Lender, including the Canadian Swing Line Lender, to make a Tranche A Canadian Facility Revolving Credit Loan as an ABR Loan (a “Mandatory Canadian Revolving Loan Borrowing”) in an amount equal to such Tranche A Canadian Facility Lender’s Tranche A Canadian Facility Commitment Percentage of the principal amount of all of the Canadian Swing Line Loans (collectively, the “Refunded Canadian Dollar Swing Line Loans”) outstanding on the date such notice is given; provided that the provisions of this subsection 2.4(c) shall not affect the obligations of any U.S. Borrower to prepay Swing Line Loans in accordance with the provisions of subsection 4.4(b). Unless any of the events described in paragraph (f) of Section 8 of the Credit Agreement Tranche A U.S. Facility Commitments shall have occurred expired or terminated (in which event the procedures of paragraph (cd) of this subsection 2.6 2.4 shall apply), each Canadian Dollar Tranche A U.S. Facility Lender shall hereby agrees to make the proceeds of its Tranche A U.S. Facility Revolving Credit Loan (including any Eurocurrency Loan) available to the Administrative Agent for the account of the U.S. Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given notwithstanding (i) that the amount of the Mandatory U.S. Revolving Loan Borrowing may not comply with the minimum amount for Revolving Credit Loans otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory U.S. Revolving Loan Borrowing and (v) the amount of the Tranche A U.S. Facility Commitment of such, or any other, Tranche A U.S. Facility Lender at such time. The proceeds of such Tranche A U.S. Facility Revolving Credit Loans (including, any Eurocurrency Loan) shall be immediately applied to repay the Refunded U.S. Swing Line Loans. Unless the Tranche A Canadian Dollar Prime Facility Commitments shall have expired or terminated (in which event the procedures of paragraph (d) of this subsection 2.4 shall apply), each Tranche A Canadian Facility Lender hereby agrees to make the proceeds of its Tranche A Canadian Facility Revolving Credit Loan available to the Canadian Administrative Agent for the account of the Canadian Dollar Swing Line Lender, Lender at the office of the Canadian Administrative Agent prior to 12:00 Noon (Toronto Noon, New York City time) , in funds immediately available on the Business Day (Canada) next succeeding the date such notice is givengiven notwithstanding (i) that the amount of the Mandatory Canadian Revolving Loan Borrowing may not comply with the minimum amount for Revolving Credit Loans otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Canadian Revolving Loan Borrowing and (v) the amount of the Tranche A Canadian Facility Commitment of such, or any other, Tranche A Canadian Facility Lender at such time. The proceeds of such Tranche A Canadian Dollar Prime Facility Revolving Credit Loans (including, any BA Equivalent Loan) shall be immediately applied to repay the Refunded Canadian Dollar Swing Line Loans.
(d) (i) If the Tranche A U.S. Facility Commitments shall expire or terminate at any time while U.S. Swing Line Loans are outstanding, each Tranche A U.S. Facility Lender shall, at the option of the U.S. Swing Line Lender, exercised reasonably, either (iA) notwithstanding the expiration or termination of the Tranche A U.S. Facility Commitments, make a Tranche A U.S. Facility Revolving Credit Loan as an ABR Loan (which Tranche A U.S. Facility Revolving Credit Loan shall be deemed a “Tranche A U.S. Facility Revolving Credit Loan” for all purposes of this Agreement and the other Loan Documents) or (iiB) purchase an undivided participating interest in such U.S. Swing Line Loans, in either case in an amount equal to such Tranche A U.S. Facility Lender’s Tranche A U.S. Facility Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Tranche A U.S. Facility Commitments of the aggregate principal amount of such U.S. Swing Line Loans; provided that, in the event that any Mandatory U.S. Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including, as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to any Borrower), then each Tranche A U.S. Facility Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory U.S. Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from such Borrower on or after such date and prior to such purchase) from the U.S. Swing Line Lender such participations in such outstanding U.S. Swing Line Loans as shall be necessary to cause such Tranche A U.S. Facility Lenders to share in such U.S. Swing Line Loans ratably based upon their respective Tranche A U.S. Facility Commitment Percentages; provided, further, that (x) all interest payable on the U.S. Swing Line Loans shall be for the account of the U.S. Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Tranche A U.S. Facility Lender shall be required to pay the U.S. Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory U.S. Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Tranche A U.S. Facility Revolving Credit Loans made as ABR Loans. In the event that the Tranche A U.S. Facility Commitments shall expire or terminate in part (and not in full) at any time while U.S. Swing Line Loans are outstanding, the applicable Borrower shall repay U.S. Swing Line Loans in the amount by which the outstanding U.S. Swing Line Loans exceed the continuing Tranche A U.S. Facility Commitments; and in the event that such Borrower fails to do so, the obligations of each Tranche A U.S. Facility Lender pursuant to the prior sentence shall apply with respect to such Lender’s Tranche A U.S. Facility Commitment Percentage (calculated immediately prior to such expiration or termination) of the amount by which the outstanding U.S. Swing Line Loans in excess of the continuing Tranche A U.S. Facility Commitments not so repaid. Each Tranche A U.S. Facility Lender will make the proceeds of any Tranche A U.S. Facility Revolving Credit Loan made pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the U.S. Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which the Tranche A U.S. Facility Commitments expire or terminate and in the currency in which such U.S. Swing Line Loans were made. The proceeds of such Tranche A U.S. Facility Revolving Credit Loans shall be immediately applied to repay the U.S. Swing Line Loans outstanding on the date of termination or expiration of the Tranche A U.S. Facility Commitments. In the event that the Tranche A U.S. Facility Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (d)(i), each Tranche A U.S. Facility Lender shall immediately transfer to the U.S. Swing Line Lender, in immediately available funds and in the currency in which such U.S. Swing Line Loans were made, the amount of its participation and upon receipt thereof the U.S. Swing Line Lender will deliver to such Tranche A U.S. Facility Lender a U.S. Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount.
Appears in 1 contract
Samples: Abl Credit Agreement (Veritiv Corp)
Swing Line Commitments. (a) Subject to the terms and conditions hereof, the Swing Line Lender agrees to make swing line loans (individually, a “Swing Line Loan”; collectively, the “Swing Line Loans”) from time to time prior to during the Revolving Credit Termination Date Commitment Period (i) the Canadian Dollar Swing Line Lender severally (but not jointly) agrees to make Canadian Dollar Swing Line Loans to the Canadian Subsidiary Borrowers in Canadian Dollars any U.S. Borrower in an aggregate principal amount not to exceed the Canadian Dollar equivalent of U.S.$15,000,000 at any one time outstanding not to exceed $75,000,000 and (each ii) to the Canadian Borrower in an aggregate principal amount at any one time outstanding not to exceed the Dollar Equivalent of $15,000,000; provided that the foregoing individually, a “Canadian Dollar Swing Line Loan”; collectively the “Canadian Dollar Lender shall not make any Swing Line Loans”); provided thatLoans if, after giving effect doing so, the Aggregate Tranche A Lender Exposure would exceed the Aggregate Tranche A Commitment or the Aggregate Tranche A Credit Extensions would exceed the applicable limitation set forth in subsection 2.1(a)(i)(B) and, with respect to the making Canadian Borrower, subsection 2.1(a)(ii). Amounts borrowed by any Borrower under this subsection 2.4 may be repaid and, through but excluding the Maturity Date, reborrowed. All Swing Line Loans (x) made to any U.S. Borrower shall be made in Dollars as ABR Loans and (y) made to the Canadian Borrower shall be made in Canadian Dollars or in Dollars as ABR Loans. Swing Line Loans shall not be entitled to be converted into Eurocurrency Loans or BA Equivalent Loans. In the case of any such Canadian Dollar Swing Line Loans, the aggregate principal amount Borrower Representative (on behalf of Swing Line Loans under any Revolving Facility at any one time outstanding shall not exceed U.S.$100,000,000 and the Aggregate Canadian Revolving Extensions of Credit shall not exceed the Canadian Commitments. All Canadian Dollar Swing Line Loans shall be made as Canadian Dollar Prime Loans. The relevant Canadian Subsidiary Borrowers Borrower) shall give the Canadian Administrative Agent Swing Line Lender irrevocable notice (which notice must be received by the Canadian Administrative Agent at or Swing Line Lender prior to (x) in the case of Swing Line Loans made to any U.S. Borrower, 2:00 P.M., New York City time and (y) in the case of Swing Line Loans made to the Canadian Borrower, 1:00 P.M., Toronto New York City time, ) on the requested Borrowing Date), Date specifying (1) the identity of the Borrower and (2) the amount of each the requested Canadian Dollar Swing Line Loan, which shall be greater than or equal to in a minimum amount to be agreed upon by such Canadian Subsidiary Borrowers and of $100,000.00 or whole multiples of $50,000.00 in excess thereof (or, in the relevant Canadian Dollar case of Swing Line LenderLoans denominated in Canadian Dollars, a minimum amount of Cdn$100,000.00 or whole multiples of Cdn$50,000.00 in excess thereof). Upon such noticeIn each case, the Canadian Administrative Agent shall promptly notify proceeds of the Canadian Dollar Swing Line Loan will be made available by the applicable Swing Line Lender thereof. The Canadian Dollar to the Borrower identified in such notice at an office of the applicable Swing Line Lender shall make the amount of each borrowing available by wire transfer to the applicable Canadian Subsidiary Borrowers account of such Borrower specified in the manner directed by the Canadian Administrative Agent on the requested Borrowing Datesuch notice.
(b) The Canadian Dollar Each of the Borrowers agrees that, upon the request to the Administrative Agent by the Swing Line Lender made on or prior to the Restatement Effective Date or in connection with any assignment pursuant to subsection 11.6(b), in order to evidence the Swing Line Loans such Borrower will execute and deliver to the Swing Line Lender a promissory note substantially in the form of Exhibit I-2, with appropriate insertions (as the same may be amended, supplemented, replaced or otherwise modified from time to time, the “Swing Line Note”), payable to the Swing Line Lender and representing the obligation of such Borrower to pay the amount of the Swing Line Commitment or, if less, the unpaid principal amount of the Swing Line Loans made to such Borrower, with interest thereon as prescribed in subsection 4.1.
(c) Each Swing Line Lender, at any time in its sole and absolute discretion, may, and, at any time as there shall be a Swing Line Loan outstanding for more than five Business Days, each Swing Line Lender shall, on behalf of the applicable Canadian Subsidiary Borrower to which the Swing Line Loan has been made (which hereby irrevocably directs and authorizes the Canadian Dollar applicable Swing Line Lender to act on its behalf), request (provided that such request shall be deemed to have been automatically made upon the occurrence of an Event of Default under subsection 9(f)), each Canadian Dollar Tranche A Lender, including the Canadian Dollar Swing Line Lender, with respect to all other Canadian Dollar Swing Line Loans, to make a Canadian Dollar Prime Loan, Tranche A Revolving Credit Loan as an ABR Loan (a “Mandatory Revolving Loan Borrowing”) in an amount equal to such Canadian Dollar Tranche A Lender’s Revolving Tranche A Commitment Percentage under the Canadian Facility of the principal amount of all of the Canadian Dollar Swing Line Loans (collectively, the “Refunded Canadian Dollar Swing Line Loans”) outstanding on the date such notice is given; provided that the provisions of this subsection 2.4(c) shall not affect the obligations of any Borrower to prepay Swing Line Loans in accordance with the provisions of subsection 4.4(b). Unless any of the events described in paragraph (f) of Section 8 of the Credit Agreement Tranche A Commitments shall have occurred expired or terminated (in which event the procedures of paragraph (cd) of this subsection 2.6 2.4 shall apply), each Canadian Dollar Tranche A Lender shall hereby agrees to make the proceeds of its Canadian Dollar Prime Tranche A Revolving Credit Loan (including any Eurocurrency Loan) available to the Canadian Administrative Agent for the account of the Canadian Dollar Swing Line Lender, Lender at the office of the Canadian Administrative Agent prior to 12:00 Noon (Toronto Noon, New York City time) , in funds immediately available on the Business Day (Canada) next succeeding the date such notice is givengiven notwithstanding (i) that the amount of the Mandatory Revolving Loan Borrowing may not comply with the minimum amount for Revolving Credit Loans otherwise required hereunder, (ii) whether any conditions specified in Section 6 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory Revolving Loan Borrowing and (v) the amount of the Tranche A Commitment of such, or any other, Tranche A Lender at such time. The proceeds of such Canadian Dollar Prime Tranche A Revolving Credit Loans (including, any Eurocurrency Loan and any BA Equivalent Loan) shall be immediately applied to repay the Refunded Swing Line Loans.
(d) If the Tranche A Commitments shall expire or terminate at any time while Swing Line Loans are outstanding, each Tranche A Lender shall, at the option of the Swing Line Lender, exercised reasonably, either (A) notwithstanding the expiration or termination of the Tranche A Commitments, make a Tranche A Revolving Credit Loan as an ABR Loan (which Tranche A Revolving Credit Loan shall be deemed a “Tranche A Revolving Credit Loan” for all purposes of this Agreement and the other Loan Documents) or (B) purchase an undivided participating interest in such Swing Line Loans, in either case in an amount equal to such Tranche A Lender’s Tranche A Commitment Percentage determined on the date of, and immediately prior to, expiration or termination of the Tranche A Commitments of the aggregate principal amount of such Swing Line Loans; provided that, in the event that any Mandatory Revolving Loan Borrowing cannot for any reason be made on the date otherwise required above (including, as a result of the commencement of a proceeding under any bankruptcy, reorganization, dissolution, insolvency, receivership, administration or liquidation or similar law with respect to any Borrower), then each Tranche A Lender hereby agrees that it shall forthwith purchase (as of the date the Mandatory Revolving Loan Borrowing would otherwise have occurred, but adjusted for any payments received from such Borrower on or after such date and prior to such purchase) from the Swing Line Lender such participations in such outstanding Swing Line Loans as shall be necessary to cause such Tranche A Lenders to share in such Swing Line Loans ratably based upon their respective Tranche A Commitment Percentages; provided, further, that (x) all interest payable on the Swing Line Loans shall be for the account of the Swing Line Lender until the date as of which the respective participation is required to be purchased and, to the extent attributable to the purchased participation, shall be payable to the participant from and after such date and (y) at the time any purchase of participations pursuant to this sentence is actually made, the purchasing Tranche A Lender shall be required to pay the Swing Line Lender interest on the principal amount of the participation purchased for each day from and including the day upon which the Mandatory Revolving Loan Borrowing would otherwise have occurred to but excluding the date of payment for such participation, at the rate otherwise applicable to Tranche A Revolving Credit Loans made as ABR Loans. In the event that the Tranche A Commitments shall expire or terminate in part (and not in full) at any time while Swing Line Loans are outstanding, the applicable Borrower shall repay Swing Line Loans in the amount by which the outstanding Swing Line Loans exceed the continuing Tranche A Commitments; and in the event that such Borrower fails to do so, the obligations of each Tranche A Lender pursuant to the prior sentence shall apply with respect to such Lender’s Tranche A Commitment Percentage (calculated immediately prior to such expiration or termination) of the amount by which the outstanding Swing Line Loans in excess of the continuing Tranche A Commitments not so repaid. Each Tranche A Lender will make the proceeds of any Tranche A Revolving Credit Loan made pursuant to the immediately preceding sentence available to the Administrative Agent for the account of the Swing Line Lender at the office of the Administrative Agent prior to 12:00 Noon, New York City time, in funds immediately available on the Business Day next succeeding the date on which the Tranche A Commitments expire or terminate and in the currency in which such Swing Line Loans were made. The proceeds of such Tranche A Revolving Credit Loans shall be immediately applied to repay the Refunded Canadian Dollar Swing Line LoansLoans outstanding on the date of termination or expiration of the Tranche A Commitments. In the event that the Tranche A Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (d), each Tranche A Lender shall immediately transfer to the Swing Line Lender, in immediately available funds and in the currency in which such Swing Line Loans were made, the amount of its participation and upon receipt thereof the Swing Line Lender will execute and deliver to such Tranche A Lender a certificate substantially in the form of Exhibit H with appropriate insertions as required by such certificate dated the date of receipt of such funds and in such amount (each such certificate, as amended, supplemented, replaced or otherwise modified from time to time, a “Swing Line Loan Participation Certificate”).
(e) Whenever, at any time after the Swing Line Lender has received from any Tranche A Lender such Tranche A Lender’s participating interest in a Swing Line Loan, the Swing Line Lender receives any payment on account thereof (whether directly from any Borrower in respect of such Swing Line Loan or otherwise, including proceeds of Collateral applied thereto by the Swing Line Lender), or any payment of interest on account thereof, the Swing Line Lender will, if such payment is received prior to 1:00 P.M., New York City time, on a Business Day, distribute to such Tranche A Lender its pro rata share thereof prior to the end of such Business Day and otherwise, the Swing Line Lender will distribute such payment on the next succeeding Business Day (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Tranche A Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Lender is required to be returned, such Lender will return to the Swing Line Lender any portion thereof previously distributed by the Swing Line Lender to it.
(f) Each Tranche A Lender’s obligation to make the Tranche A Revolving Credit Loans and to purchase participating interests with respect to Swing Line Loans in accordance with subsections 2.4(c) and 2.4(d) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right that such Tranche A Lender or any of the Borrowers may have against the Swing Line Lender, any of the Borrowers or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in condition (financial or otherwise) of any of the Borrowers; (iv) any breach of this Agreement or any other Loan Document by any of the Borrowers, any other Loan Party or any other Tranche A Lender; (v) any inability of any of the Borrowers to satisfy the conditions precedent to borrowing set forth in this Agreement on the date upon which such Tranche A Revolving Credit Loan is to be made or participating interest is to be purchased or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
Appears in 1 contract
Samples: Abl Credit Agreement (Veritiv Corp)
Swing Line Commitments. (a) Subject to the terms and conditions hereof, from time to time prior to the Revolving Credit Termination Date (i) the Canadian Dollar Swing Line Lender severally (but not jointly) agrees to make Canadian Dollar Swing Line Loans to the Canadian Subsidiary Borrowers in Canadian Dollars in an aggregate principal amount not to exceed the Canadian Dollar equivalent of U.S.$15,000,000 at any one time outstanding (each of the foregoing individually, a “Canadian Dollar Swing Line Loan”; collectively the “Canadian Dollar Swing Line Loans”); provided that, after giving effect to the making of any such Canadian Dollar Swing Line Loans, the aggregate principal amount of Swing Line Loans under any Revolving Facility at any one time outstanding shall not exceed U.S.$100,000,000 and the Aggregate Canadian Revolving Extensions of Credit shall not exceed the Canadian Commitments. All Canadian Dollar Swing Line Loans shall be made as Canadian Dollar Prime Loans. The relevant Canadian Subsidiary Borrowers shall give the Canadian Administrative Agent irrevocable notice (which notice must be received by the Canadian Administrative Agent at or prior to 1:00 P.M., Toronto time, on the requested Borrowing Date), specifying the amount of each requested Canadian Dollar Swing Line Loan, which shall be greater than or equal to a minimum amount to be agreed upon by such Canadian Subsidiary Borrowers and the relevant Canadian Dollar Swing Line Lender. Upon such notice, the Canadian Administrative Agent shall promptly notify the Canadian Dollar Swing Line Lender thereof. The Canadian Dollar Swing Line Lender shall make the amount of each borrowing available to the applicable Canadian Subsidiary Borrowers in the manner directed by the Canadian Administrative Agent on the requested Borrowing Date.
(b) The Canadian Dollar Swing Line Lender in its sole and absolute discretion, may, on behalf of the applicable Canadian Subsidiary Borrower (which hereby irrevocably directs the Canadian Dollar Swing Line Lender to act on its behalf), request each Canadian Dollar Lender, including the Canadian Dollar Swing Line Lender, with respect to all other Canadian Dollar Swing Line Loans, to make a Canadian Dollar Prime Loan, in an amount equal to such Canadian Dollar Lender’s Revolving Percentage under the Canadian Facility of the amount of the Canadian Dollar Swing Line Loans (the “Refunded Canadian Dollar Swing Line Loans”) outstanding on the date such notice is given. Unless any of the events described in paragraph (f) of Section 8 of the Credit Agreement shall have occurred (in which event the procedures of paragraph (c) of this subsection 2.6 shall apply), each Canadian Dollar Lender shall make the proceeds of its Canadian Dollar Prime Loan available to the Canadian Administrative Agent for the account of the Canadian Dollar Swing Line Lender, at the office of the Canadian Administrative Agent prior to 12:00 Noon (Toronto time) in funds immediately available on the Business Day (Canada) next succeeding the date such notice is given. The proceeds of such Canadian Dollar Prime Loans shall be immediately applied to repay the Refunded Canadian Dollar Swing Line Loans.
(c) If, prior to the making of a Canadian Swing Line Loan pursuant to paragraph (b) of subsection 2.6, one of the events described in paragraph (f) of Section 8 of the Credit Agreement shall have occurred, each Canadian Dollar Lender hereby agrees to and will, on the date such Canadian Swing Line Loan was to have been made, purchase an undivided participating interest in each Refunded Canadian Dollar Swing Line Loan in an amount equal to its Revolving Percentage under the Canadian Facility of such Refunded Canadian Dollar Swing Line Loan. Such Revolving Credit Lender will immediately transfer to the Canadian Administrative Agent for the account of the Canadian Dollar Swing Line Lender, in immediately available funds of the amount of its participations and, upon its receipt of its ratable share thereof, the Canadian Dollar Swing Line Lender will deliver to such Canadian Dollar Lender a Swing Line Loan Participation Certificate dated the date of receipt of such funds and in such amount.
(d) Whenever, at any time after the Canadian Dollar Swing Line Lender has received from any Canadian Dollar Lender such Canadian Dollar Lender’s participating interest in a Refunded Canadian Dollar Swing Line Loan and the Canadian Dollar Swing Line Lender receives any payment on account thereof, the Canadian Dollar Swing Line Lender will distribute to such Canadian Dollar Lender through the Canadian Administrative Agent its participating interest; provided, however, that in the event that such payment received by the Canadian Dollar Swing Line Lender is required to be returned, such Canadian Dollar Lender will return to the Canadian Dollar Swing Line Lender through the Canadian Administrative Agent any portion thereof previously distributed by the Canadian Dollar Swing Line Lender to it.
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