Swing Line Loan Participations. On the Funding Date of each Swing Line Loan, each Revolving Lender shall be deemed to, and hereby agrees to, purchase a risk participation in such Swing Line Loan in an amount equal to its Pro Rata Share. If for any reason (1) Revolving Loans are not made upon the request of Swing Line Lender as provided in the immediately preceding paragraph in an amount sufficient to repay any amounts owed to Swing Line Lender in respect of such Swing Line Loan or (2) the Revolving Loan Commitments are terminated at a time when such Swing Line Loan is outstanding, the request for Revolving Loans that are Base Rate Loans submitted by the Swing Line Lender pursuant to subsection 2.1A(iii)(b) shall be deemed to be a request by the Swing Line Lender that each of the Revolving Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Lender’s payment to Administrative Agent for the account of the Swing Line Lender pursuant to subsection 2.1A(iii)(b) shall be deemed payment in respect of such participation (such Revolving Lender’s Pro Rata Share calculated, in the case of the foregoing clause (2), immediately prior to such termination of the Revolving Loan Commitments). In the event any Revolving Lender fails to make available to Swing Line Lender any amount as provided in subsections 2.1A(iii)(b) and (c), Swing Line Lender shall be entitled to recover (acting through Administrative Agent) such amount on demand from such Revolving Lender together with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the applicable Overnight Rate from time to time in effect and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Refunded Swing Line Loan or funded participation in the relevant Swing Line Loan as the case may be. In the event Swing Line Lender receives a payment of any amount with respect to which other Revolving Lenders have funded the purchase of risk participations as provided in this paragraph, Swing Line Lender shall promptly distribute to each such other Revolving Lender its Pro Rata Share of such payment. A certificate of the Swing Line Lender submitted to any Revolving Lender (through Administrative Agent) with respect to any amounts owing under this paragraph shall be conclusive absent manifest error.
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Samples: Credit Agreement (Ferroglobe PLC), Loan Agreement (Hexcel Corp /De/), Credit Agreement (Hexcel Corp /De/)
Swing Line Loan Participations. On (a) Notwithstanding anything herein to the Funding Date of each contrary, the Swing Line Loan, each Revolving Lender shall not be deemed to, obligated to make any Swing Line Loans if a Default under Section 10(a) or an Event of Default shall have occurred and hereby agrees to, purchase a risk participation be continuing. The Swing Line Lender shall notify the Borrower of such election not to make any Swing Line Loans unless the Event of Default is of the type specified in such Section 10(f) with respect to the Borrower.
(b) If prior to the repayment of any Swing Line Loan or the making of Revolving Credit Loans pursuant to subsection 2.8(b), one of the events described in Section 10(f) with respect to the Borrower shall have occurred, each Lender shall on the date such Revolving Credit Loan was to have been made pursuant to the notice in subsection 2.8(a) purchase an undivided participating interest in the Refunded Swing Line Loans in an amount equal to its Pro Rata Share. If for any reason (1) such Lender's Revolving Loans are not made upon Credit Commitment Percentage of the request aggregate principal amount of Swing Line Loans then outstanding (the "Swing Line Participation Amount"). On the date of such purchase, each Lender as provided shall transfer to the Swing Line Lender, in immediately available funds, such Lender's Swing Line Participation Amount and upon receipt thereof the immediately preceding paragraph Swing Line Lender shall deliver to such Lender a Swing Line Loan Participation Certificate dated the date of the Swing Line Lender's receipt of such funds and in an amount sufficient equal to repay such Lender's Swing Line Participation Amount.
(c) Whenever, at any amounts owed to time after the Swing Line Lender in respect has received from any Lender such Lender's Swing Line Participation Amount, the Swing Line Lender receives any payment on account of the Swing Line Loans, the Swing Line Lender will distribute to such Lender its pro rata share of such Swing Line Loan or payment (2) appropriately adjusted, in the Revolving Loan Commitments are terminated at a case of interest payments, to reflect the period of time when during which such Swing Line Loan is outstandingLender's participating interest was outstanding and funded); provided, however, that in the request for Revolving Loans event that are Base Rate Loans submitted such payment received by the Swing Line Lender pursuant to subsection 2.1A(iii)(b) shall be deemed to be a request by the Swing Line Lender that each of the Revolving Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Lender’s payment to Administrative Agent for the account of the Swing Line Lender pursuant to subsection 2.1A(iii)(b) shall be deemed payment in respect of such participation (such Revolving Lender’s Pro Rata Share calculated, in the case of the foregoing clause (2), immediately prior to such termination of the Revolving Loan Commitments). In the event any Revolving Lender fails to make available to Swing Line Lender any amount as provided in subsections 2.1A(iii)(b) and (c), Swing Line Lender shall be entitled to recover (acting through Administrative Agent) such amount on demand from such Revolving Lender together with interest thereon for the period from the date such payment is required to the date on which be returned, such payment is immediately available Lender will return to the Swing Line Lender at a rate per annum equal any portion thereof previously distributed to the greater of the applicable Overnight Rate from time to time in effect and a rate determined it by the Swing Line Lender.
(d) Each Lender's obligation to purchase participating interests pursuant to subsection 2.9(b) 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 Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Borrower may have against the Swing Line Lender Lender, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in connection with the condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by any of the Loan Parties or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If such Revolving , provided that, no Lender pays such amount (with will be obligated to purchase a participating interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Refunded any Swing Line Loan or funded participation made during the continuance of an Event of Default if and only if, (x) subsequent to the occurrence of such Event of Default such Lender has notified the Administrative Agent that it will not purchase participations in Swing Line Loans made during the relevant continuance of such Event of Default and (y) such Swing Line Loan as was made after receipt by the case may be. In the event Swing Line Lender receives a payment of any amount with respect to which other Revolving Lenders have funded the purchase of risk participations as provided in this paragraph, Swing Line Lender shall promptly distribute to each such other Revolving Lender its Pro Rata Share Administrative Agent of such payment. A certificate notice while such Event of the Swing Line Lender submitted to any Revolving Lender (through Administrative Agent) with respect to any amounts owing under this paragraph shall be conclusive absent manifest errorDefault was continuing.
Appears in 1 contract
Swing Line Loan Participations. On (a) The Swing Line Lender irrevocably agrees to grant and hereby grants to each Revolving Credit Lender, and, to induce the Funding Date Swing Line Lender to make Swing Line Loans hereunder, each Revolving Credit Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the Swing Line Lender, on the terms and conditions hereinafter stated, for such Revolving Credit Lender's own account and risk, an undivided interest equal to such Revolving Credit Lender's Pro Rata Share in the Swing Line Lender's obligations and rights under each Swing Line Loan made hereunder. Each Revolving Credit Lender unconditionally and irrevocably agrees with the Swing Line Lender that, if any Swing Line Loan is not otherwise repaid on the maturity date therefor set forth in Section 6.2(c), such Revolving Credit Lender shall pay to the Swing Line Lender upon demand at the Swing Line Lender's address for notices specified herein an amount equal to such Revolving Credit Lender's Pro Rata Share of each the amount of such Swing Line Loan, or any part thereof, which is not so repaid.
(b) On the related maturity date for each Revolving Lender shall be deemed toSwing Line Loan set forth in Section 6.2(c), and hereby agrees to, purchase a risk participation in unless the Borrower has otherwise repaid such Swing Line Loan, and upon receipt of a notice from the Swing Line Lender, each Revolving Credit Lender shall make a Revolving Credit Loan which is a Base Rate Loan in an amount equal to its such Revolving Credit Lender's Pro Rata Share. If for any reason (1) Revolving Loans are not made upon the request of Swing Line Lender as provided in the immediately preceding paragraph in an amount sufficient to repay any amounts owed to Swing Line Lender in respect of such Swing Line Loan or (2) the Revolving Loan Commitments are terminated at a time when such Swing Line Loan is outstanding, the request for Revolving Loans that are Base Rate Loans submitted by the Swing Line Lender pursuant to subsection 2.1A(iii)(b) shall be deemed to be a request by the Swing Line Lender that each Share of the Revolving Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Lender’s payment to Administrative Agent for the account amount of the Swing Line Lender pursuant to subsection 2.1A(iii)(b) shall be deemed payment in respect of Loans outstanding which have come due on such participation (such Revolving Lender’s Pro Rata Share calculated, in the case of the foregoing clause (2), immediately prior to such termination of the Revolving Loan Commitments). In the event any Revolving Lender fails to make available to Swing Line Lender any amount as provided in subsections 2.1A(iii)(b) and (c), Swing Line Lender shall be entitled to recover (acting through Administrative Agent) such amount on demand from such Revolving Lender together with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the applicable Overnight Rate from time to time in effect and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Refunded Swing Line Loan or funded participation in the relevant Swing Line Loan as the case may be. In the event Swing Line Lender receives a payment of any amount with respect to which other Revolving Lenders have funded the purchase of risk participations as provided in this paragraph, Swing Line Lender shall promptly distribute to each such other Revolving Lender its Pro Rata Share of such payment. A certificate of the Swing Line Lender submitted to any Revolving Lender (through Administrative Agent) with respect to any amounts owing under this paragraph shall be conclusive absent manifest error.date; provided,
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Swing Line Loan Participations. On (a) Notwithstanding anything herein to the Funding Date contrary, the Swing Line Lender shall not be obligated to make any Swing Line Loans if a Default under Section 11(a) or an Event of each Default shall have occurred and be continuing. The Swing Line Lender shall notify the Borrower of such election not to make any Swing Line Loans unless the Event of Default is of the type specified in Section 11(f).
(b) If prior to the repayment of any Swing Line Loan, one of the events described in Section 11(f) shall have occurred, each Revolving Credit Lender shall be deemed to, and hereby agrees to, purchase a risk participation in such Swing Line Loan an undivided participating interest in an amount equal to its Pro Rata Share. If for any reason (1) such Revolving Loans are not made upon Credit Lender's Revolving Credit Commitment Percentage of the request aggregate principal amount of Swing Line Loans then outstanding (the "SWING LINE PARTICIPATION AMOUNT"). On the date of such purchase, each Revolving Credit Lender as provided shall transfer to the Swing Line Lender, in immediately available funds, such Revolving Credit Lender's Swing Line Participation Amount and upon receipt thereof the immediately preceding paragraph Swing Line Lender shall deliver to such Revolving Credit Lender a Swing Line Loan Participation Certificate dated the date of the Swing Line Lender's receipt of such funds and in an amount sufficient equal to repay such Revolving Credit Lender's Swing Line Participation Amount.
(c) Whenever, at any amounts owed to time after the Swing Line Lender in respect has received from any Revolving Credit Lender such Revolving Credit Lender's Swing Line Participation Amount, the Swing Line Lender receives any payment on account of the Swing Line Loans, the Swing Line Lender will distribute to such Revolving Credit Lender its PRO RATA share of such Swing Line Loan or payment (2) appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Loan Commitments are terminated at a time when Credit Lender's participating interest was outstanding and funded); PROVIDED, HOWEVER, that in the event that such Swing Line Loan is outstanding, the request for Revolving Loans that are Base Rate Loans submitted payment received by the Swing Line Lender pursuant to subsection 2.1A(iii)(b) shall be deemed to be a request by the Swing Line Lender that each of the Revolving Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Lender’s payment to Administrative Agent for the account of the Swing Line Lender pursuant to subsection 2.1A(iii)(b) shall be deemed payment in respect of such participation (such Revolving Lender’s Pro Rata Share calculated, in the case of the foregoing clause (2), immediately prior to such termination of the Revolving Loan Commitments). In the event any Revolving Lender fails to make available to Swing Line Lender any amount as provided in subsections 2.1A(iii)(b) and (c), Swing Line Lender shall be entitled to recover (acting through Administrative Agent) such amount on demand from such Revolving Lender together with interest thereon for the period from the date such payment is required to the date on which be returned, such payment is immediately available Revolving Credit Lender will return to the Swing Line Lender at a rate per annum equal any portion thereof previously distributed to the greater of the applicable Overnight Rate from time to time in effect and a rate determined it by the Swing Line Lender.
(d) Each Revolving Credit Lender's obligation to purchase participating interests pursuant to subsection 3.9(b) 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 Revolving Credit Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Borrower may have against the Swing Line Lender Lender, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default; (iii) any adverse change in connection with the condition (financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by any of the Loan Parties or any other Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Refunded Swing Line Loan or funded participation in the relevant Swing Line Loan as the case may be. In the event Swing Line Lender receives a payment of any amount with respect to which other Revolving Lenders have funded the purchase of risk participations as provided in this paragraph, Swing Line Lender shall promptly distribute to each such other Revolving Lender its Pro Rata Share of such payment. A certificate of the Swing Line Lender submitted to any Revolving Lender (through Administrative Agent) with respect to any amounts owing under this paragraph shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Credit and Guarantee Agreement (Warren S D Co /Pa/)
Swing Line Loan Participations. On the Funding Date of each Swing Line Loan, each Revolving Lender shall be deemed to, and hereby agrees to, purchase a risk participation in such Swing Line Loan in an amount equal to its Pro Rata Share. If for any reason (1) Revolving Loans are not made upon the request of the Swing Line Lender as provided in the immediately preceding paragraph in an amount sufficient to repay any amounts owed to the Swing Line Lender in respect of such any outstanding Swing Line Loan Loans or (2) the Revolving Loan Commitments are terminated at a time when such any Swing Line Loan is Loans are outstanding, the request for each Revolving Loans that are Base Rate Loans submitted by the Swing Line Lender pursuant to subsection 2.1A(iii)(b) shall be deemed to be to, and hereby agrees to, have purchased a request by the participation in each of such outstanding Swing Line Lender that each of the Revolving Lenders fund Loans in an amount equal to its risk participation in the relevant Swing Line Loan and each Revolving Lender’s payment to Administrative Agent for the account of the Swing Line Lender pursuant to subsection 2.1A(iii)(b) shall be deemed payment in respect of such participation (such Revolving Lender’s Pro Rata Share (calculated, in the case of the foregoing clause (2), immediately prior to such termination of the Revolving Loan Commitments) of the unpaid amount of such Swing Line Loans together with accrued interest thereon. Upon one Business Day's notice from the Swing Line Lender, each Revolving Lender shall deliver to the Swing Line Lender an amount equal to its respective participation in same day funds at the Funding and Payment Office. In order to evidence such participation further (and without prejudice to the effectiveness of the participation provisions set forth above), each Revolving Lender agrees to enter into a separate participation agreement at the request of the Swing Line Lender in form and substance reasonably satisfactory to the Swing Line Lender and such Revolving Lender. In the event any Revolving Lender fails to make available to the Swing Line Lender any the amount of such Revolving Lender's participation as provided in subsections 2.1A(iii)(b) and (c), this paragraph,the Swing Line Lender shall be entitled to recover (acting through Administrative Agent) such amount on demand from such Revolving Lender together with interest thereon at the federal funds rate for three Business Days and thereafter at the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the greater of the applicable Overnight Rate from time to time in effect and a rate determined by the Swing Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Refunded Swing Line Loan or funded participation in the relevant Swing Line Loan as the case may beBase Rate. In the event that the Swing Line Lender receives a payment of any amount with respect to in which other Revolving Lenders have funded the purchase of risk purchased participations as provided in this paragraph, 43 CREDIT AGREEMENT the Swing Line Lender shall promptly distribute to each such other Revolving Lender its Pro Rata Share of such payment. A certificate of the Swing Line Lender submitted to any Revolving Lender (through Administrative Agent) with respect to any amounts owing under this paragraph shall be conclusive absent manifest error.
Appears in 1 contract
Swing Line Loan Participations. On (a) The Swing Line Lender irrevocably agrees to grant and hereby grants to each Revolving Credit Lender, and, to induce the Funding Date Swing Line Lender to make Swing Line Loans hereunder, each Revolving Credit Lender irrevocably agrees to accept and purchase and hereby accepts and purchases from the Swing Line Lender, on the terms and conditions hereinafter stated, for such Revolving Credit Lender's own account and risk, an undivided interest equal to such Revolving Credit Lender's Pro Rata Share in the Swing Line Lender's obligations and rights under each Swing Line Loan made hereunder. Each Revolving Credit Lender unconditionally and irrevocably agrees with the Swing Line Lender that, if any Swing Line Loan is not otherwise repaid on the maturity date therefor set forth in Section 6.2(c), such Revolving Credit Lender shall pay to the Swing Line Lender upon demand at the Swing Line Lender's address for notices specified herein an amount equal to such Revolving Credit Lender's Pro Rata Share of each the amount of such Swing Line Loan, or any part thereof, which is not so repaid.
(b) On the related maturity date for each Revolving Lender shall be deemed toSwing Line Loan set forth in Section 6.2(c), and hereby agrees to, purchase a risk participation in unless the Borrower has otherwise repaid such Swing Line Loan, and upon receipt of a notice from the Swing Line Lender, each Revolving Credit Lender shall make a Revolving Credit Loan which is a Base Rate Loan in an amount equal to its such Revolving Credit Lender's Pro Rata Share. If for any reason (1) Revolving Loans are not made upon Share of the request amount of Swing Line Lender as provided in the immediately preceding paragraph in an amount sufficient to repay any amounts owed to Swing Line Lender in respect of such Swing Line Loan or (2) the Revolving Loan Commitments are terminated at a time when such Swing Line Loan is outstanding, the request for Revolving Loans that are Base Rate Loans submitted by the Swing Line Lender pursuant to subsection 2.1A(iii)(b) Loans outstanding which have come due on such date; provided, that if a Default or Event of Default shall have occurred and be continuing at such time, the Revolving Credit Lenders shall be deemed to be a request by the have purchased an undivided interest in such Swing Line Lender that each of the Revolving Lenders fund its risk participation in the relevant Swing Line Loan and Loans pursuant to Section 4.2(a). Not later than 11:00 a.m., Chicago, Illinois time, on such date, each Revolving Lender’s payment to Administrative Agent Credit Lender shall make available for the account of the Swing Line Lender pursuant to subsection 2.1A(iii)(b) shall be deemed payment in respect of such participation (such Revolving Lender’s Pro Rata Share calculated, in the case of the foregoing clause (2), immediately prior to such termination of the Revolving Loan Commitments). In the event any Revolving Lender fails to make available to Swing Line Lender any amount as provided in subsections 2.1A(iii)(b) and (c), Swing Line Lender shall be entitled to recover (acting through Administrative Agent) such amount on demand from such Revolving Lender together with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available its Applicable Lending Office to the Swing Line Lender at a rate per annum equal its office specified in Section 13.2 the amount of such Revolving Credit Lender's Pro Rata Share of such Revolving Credit Loans in immediately available funds, the proceeds of which shall be applied to repay such Swing Line Loans; provided, that the greater Swing Line Lender's Pro Rata Share of the applicable Overnight Rate from time such Revolving Credit Loans shall be deemed to time in effect and a rate determined have been funded by the Swing Line Lender with no further action on its part.
(c) Each Revolving Credit Lender's obligation to make the Revolving Credit Loans referred to in accordance with banking industry rules on interbank compensationSection 4.2(b) and to purchase participating interests pursuant to Section 4.2(a) shall be absolute and unconditional and shall not be affected by any circumstance, plus including, without limitation, (i) any administrativeset-off, processing counterclaim, recoupment, defense or similar fees customarily charged by other right which such Revolving Credit Lender may have against the Swing Line Lender Lender, the Borrower, or any other Person for any reason whatsoever, (ii) such requested Revolving Credit Loan being in connection with an amount less than the minimum amount specified in Section 3.2, (iii) the occurrence or continuance of an Event of Default, (iv) any failure to satisfy any condition precedent to extensions of credit set forth in Section 8, (v) any event or circumstance which has had or could reasonably be expected, whether individually or in the aggregate, to have a Material Adverse Effect, (vi) any breach of this Agreement by the Borrower, any other Loan Party or any other Revolving Credit Lender, or (vii) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Loan included in the relevant Refunded Swing Line Loan or funded participation in the relevant Swing Line Loan as the case may be. In the event Swing Line Lender receives a payment of any amount with respect to which other Revolving Lenders have funded the purchase of risk participations as provided in this paragraph, Swing Line Lender shall promptly distribute to each such other Revolving Lender its Pro Rata Share of such payment. A certificate of the Swing Line Lender submitted to any Revolving Lender (through Administrative Agent) with respect to any amounts owing under this paragraph shall be conclusive absent manifest error.
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