Swing Line Loans. (a) Subject to the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, the Swing Line Lender may, in its sole discretion, make Swing Line Loans in Dollars to the Company from time to time on any Business Day during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans. All Swing Line Loans shall be ABR Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan. (b) To request a Swing Line Loan, the Company shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be a minimum of $50,000. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(i), by remittance to the Issuing Bank) by 3:00 p.m. on the requested date of such Swing Line Loan.
Appears in 2 contracts
Samples: Credit Agreement (Bruker Corp), Credit Agreement (Bruker Corp)
Swing Line Loans. (a) Subject By telephonic notice to the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, the Swing Line Lender mayon or before 2:00 p.m. on a Business Day (followed (within one Business Day) by the delivery of a confirming Borrowing Request), in its sole discretion, make Swing Line Loans in Dollars to the Company each Borrower may from time to time on any Business Day during prior to the Availability Period, in an aggregate principal amount at any time outstanding Revolving Loan Commitment Termination Date irrevocably request that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that be made by the Swing Line Lender shall not be required to make a Swing Line Loan to refinance in an outstanding Swing Line Loan. Within the foregoing limits aggregate minimum principal amount of $100,000 and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loansan integral multiple of $50,000. All Swing Line Loans shall be ABR made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. Immediately upon The proceeds of each Swing Line Loan shall be made available by the making Swing Line Lender to the applicable Borrower by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender.
(b) If (i) any Swing Line Loan shall be outstanding for more than four Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when either Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Revolving Loan Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender, make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender's RL Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding (such outstanding Swing Line Loans hereinafter referred to as the "Refunded Swing Line Loans"). On or before 11:00 a.m. on the first Business Day following receipt by each Revolving Loan Lender of a request to make Revolving Loans as provided in the preceding sentence, each Revolving Loan Lender shall deposit in an account specified by the Swing Line Loan, each Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Revolving Loan Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed toto have made, and hereby irrevocably and unconditionally agrees to, purchase from in consideration of the making of the Refunded Swing Line Lender a risk participation in such Swing Line Loan Loans, Revolving Loans in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.
(b) To request a Swing Line Loan, Lender's RL Percentage of the Company shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and aggregate principal amount of the requested Refunded Swing Line Loan, which shall be a minimum of $50,000Loans. The Administrative Agent will promptly advise Upon the Swing Line Lender of any such notice received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender making (oror deemed making, in the case of a the Swing Line Lender) of any Revolving Loans pursuant to this clause, the amount so funded shall become outstanding under such Revolving Loan Lender's Revolving Note, if any, and shall be recorded as an outstanding Revolving Loan of such Lender in the Register and shall no longer be owed under the Swing Line Note, if any, and the Register shall be revised to reflect that such Swing Line Loan was repaid. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to finance this clause shall be appropriately adjusted to reflect the reimbursement period of an LC Disbursement as provided time during which the Swing Line Lender had outstanding Swing Line Loans in Section 2.06(i)respect of which such Revolving Loans were made. Each Revolving Loan Lender's obligation to make the Revolving Loans referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, by remittance to including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Issuing BankSwing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) by 3:00 p.m. on the requested date occurrence or continuance of such any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any monetary Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
Appears in 2 contracts
Samples: Credit Agreement (WRC Media Inc), Credit Agreement (WRC Media Inc)
Swing Line Loans. (a) Subject to the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, the The U.K. Swing Line Lender may, at any time in its sole discretiondiscretion may request, no later than 12:00 p.m. (London time), on any Business Day, on behalf of the applicable U.K. Borrower(s) (and the U.K. Borrowers hereby irrevocably authorize the U.K. Swing Line Lender to so request on its behalf), that each U.K. Lender make (1) with respect to U.K. Swing Line Loans denominated in Dollars to the Company from time to time on any Business Day during the Availability PeriodDollars, a U.K. Revolving Loan that is a Eurodollar Rate Loan (with in an aggregate principal amount at any time outstanding that will not result in Interest Period of one (i1) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (iimonth) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans. All Swing Line Loans shall be ABR Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such U.K. Lender’s Applicable Percentage times of the amount of such the U.K. Swing Line Loan.
(b) To request a Lender’s U.K. Swing Line LoanLoans denominated in Dollars then outstanding, (2) with respect to U.K. Swing Line Loans denominated in Euros, a U.K. Revolving Loan that is an Alternative Currency Term Rate Loan (with in Interest Period of one (1) month) denominated in Euro in an amount equal to such U.K. Lender’s Applicable Percentage of the Company amount of the U.K. Swing Line Lender’s U.K. Swing Line Loans denominated in Euros then outstanding, and (3) with respect to U.K. Swing Line Loans denominated in Sterling, a U.K. Revolving Loan that is an Alternative Currency Daily Rate Loan denominated in Sterling in an amount equal to such U.K. Lender’s Applicable Percentage of the amount of the U.K. Swing Line Lender’s U.K. Swing Line Loans denominated in Sterling then outstanding. Such request shall notify be made in writing (which written request shall be deemed to be a U.K. Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of U.K. Revolving Loans but subject to the unutilized portion of the Aggregate U.K. Commitments and the conditions set forth in Section 4.02. The U.K. Swing Line Lender shall furnish the applicable U.K. Borrower(s) with a copy of the applicable U.K. Loan Notice promptly after delivering such notice to the Administrative Agent. Each U.K. Lender shall make an amount equal to its Applicable Percentage of the amount specified in such U.K. Loan Notice available to the Administrative Agent of such request in Same Day Funds (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent may apply Cash Collateral available with respect to the applicable U.K. Swing Line Loan) for the account of the U.K. Swing Line Lender at the Head Office for the Administrative Agent for Dollar-denominated payments, Euro-denominated payments, or Sterling-denominated payments, as applicable, not later than 1:00 5:00 p.m. (London time), on the day of a proposed Swing Line Loan. Each Business Day such notice shall be irrevocable and shall specify the requested date U.K. Loan Notice is received (which shall be a if such U.K. Loan Notice was received by 12:00 p.m. (London time) on such Business Day) and amount of or 10:00 a.m. (London time), on the requested Swing Line Loanimmediately succeeding Business Day (if such U.K. Loan Notice was received after 12:00 p.m. (London time)), which as applicable, whereupon, subject to Section 2.04(c)(iii)(B), each U.K. Lender that so makes funds available shall be deemed to have made a minimum of $50,000U.K. Revolving Loan that is a U.K. Revolving Loan that is a Eurodollar Rate Loan denominated in Dollars, a U.K. Revolving Loan that is an Alternative Currency Term Rate Loan denominated in Euros, or a U.K. Revolving Loan that is an Alternative Currency Daily Rate Loan denominated in Sterling, as applicable, to the applicable U.K. Borrower(s) in such amount. The Administrative Agent will promptly advise shall remit the funds so received to the U.K. Swing Line Lender of any such notice received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(i), by remittance to the Issuing Bank) by 3:00 p.m. on the requested date of such Swing Line LoanLender.
Appears in 2 contracts
Samples: Global Revolving Credit Agreement (Ryder System Inc), Global Revolving Credit Agreement (Ryder System Inc)
Swing Line Loans. (a) Subject to By telephonic notice, promptly followed (within one Business Day) by the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, the Swing Line Lender may, in its sole discretion, make Swing Line Loans in Dollars to the Company from time to time on any Business Day during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans. All Swing Line Loans shall be ABR Loans. Immediately upon the making delivery of a Swing Line Loanconfirming Borrowing Request, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.
(b) To request a Swing Line Loan, the Company shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on or before 10:00 a.m., Los Angeles time, on the day of a Business Day the proposed Swing Line LoanLoan is to be made, the Borrower may from time to time irrevocably request that a Swing Line Loan be made by the Swing Line Lender in a minimum principal amount of $500,000 or any larger integral multiple of $100,000. Each such notice All Swing Line Loans shall be irrevocable made as Base Rate Loans and shall specify not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the requested date Swing Line Lender, by 3:00 p.m., Los Angeles time, on the Business Day telephonic notice is received by it as provided in this clause (a), to the Borrower by wire transfer to the account the Borrower shall have specified in its notice therefor.
(b) If (i) any Swing Line Loan shall be outstanding for more than four Business Days or (ii) any Default shall occur and be continuing, each Lender with a Revolving Loan Commitment (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender and upon notice from the Administrative Agent, unless such Swing Line Loan shall have been earlier repaid in full, make a Revolving Loan (which shall initially be funded as a Business DayBase Rate Loan) and in an amount equal to such Lender's Percentage in respect of the Revolving Loan Commitments of the aggregate principal amount of all such Swing Line Loans then outstanding (such outstanding Swing Line Loans hereinafter referred to as the requested "Refunded Swing Line Loans"); provided, that the Swing Line Lender shall not request, and no Lender with a Revolving Loan Commitment shall make, any Refunded Swing Line Loan if, after giving effect to the making of such Refunded Swing Line Loan, which the sum of all Swing Line Loans and Revolving Loans made by such Lender, plus such Lender's Percentage in respect of the Revolving Loan Commitments of the aggregate amount of all Letter of Credit Outstandings, would exceed such Lender's Percentage of the then existing Revolving Loan Commitment Amount. On or before 12:00 p.m., Los Angeles time, on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each such Lender with a Revolving Loan Commitment shall be a minimum of $50,000. The Administrative Agent will promptly advise deposit in an account specified by the Swing Line Lender of any the amount so requested in same day funds and such notice received from funds shall be applied by the CompanySwing Line Lender to repay the Refunded Swing Line Loans. The At the time the aforementioned Lenders make the above referenced Revolving Loans, the Swing Line Lender shall makebe deemed to have made, in its sole discretion, each consideration of the making of the Refunded Swing Line Loans, a Revolving Loan available in an amount equal to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender Lender's Percentage in respect of the Revolving Loan Commitments of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (oror deemed making, in the case of a the Swing Line Loan made Lender) of any Revolving Loans pursuant to finance the reimbursement of an LC Disbursement as provided in Section 2.06(ithis clause (b), by remittance the amount so funded shall become outstanding as a Revolving Loan of such Lender and to the Issuing Bankextent to made (or deemed made, in the case of the Swing Line Lender) by 3:00 p.m. on shall no longer constitute a portion of the requested date of such applicable Swing Line Loan. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause (b) shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender's obligation (in the case of Lenders with a Revolving Loan Commitment) to make the Revolving Loans referred to in this clause (b) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any other Obligor; (iv) the acceleration or maturity of any Loans or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of this Agreement or any other Loan Document by the Borrower or any Lender; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
Appears in 2 contracts
Samples: Credit Agreement (Charles River Laboratories Inc), Credit Agreement (Charles River Laboratories Holdings Inc)
Swing Line Loans. (a) Subject Each Swing Line Loan shall be in a minimum amount of (i) $100,000 and in an integral multiple of $50,000, and shall be made upon notice given not later than 11:00 A.M. (New York, New York time) by the Borrower to the terms Administrative Agent and the Swing Line Lender. Each notice of a Swing Line Loan shall be in substantially the form of Exhibit L shall be irrevocable and binding on the Borrower once given by it to the Administrative Agent and the Swing Line Lender, and shall specify (i) the date of the Swing Line Loan and (ii) the amount of the Swing Line Loan. Upon fulfillment of the applicable conditions set forth hereinin Section 3.2, the applicable Swing Line Lender will, upon notice to the Administrative Agent, make such funds available to the Borrower in reliance upon accordance with Article 2.
(b) Upon the agreements earlier to occur of (i) the other Lenders set forth in this Section 2.05, last Business Day of each calendar week and (ii) a request by the Swing Line Lender may, (at any time in its sole and absolute discretion) on behalf of the Borrower (and the Borrower hereby irrevocably authorizes the Swing Line Lender to so request on its behalf) for the Revolving Lenders to make an Advance to refinance a Swing Line Loan, upon notice to the Administrative Agent by the Swing Line Lender no later than 11:00 A.M. (New York, New York time) on the applicable date of such requested Advance, each Revolving Lender shall make a Base Rate Advance payable to the Swing Line Lender in an amount equal to such Revolving Lender’s pro rata share of the amount of Swing Line Loans in Dollars to made by the Company from time to time on any Business Day during the Availability Period, in an aggregate principal amount at any time Swing Line Lender then outstanding that will not result in and all accrued but unpaid interest thereon. The occurrence of either (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) above shall be deemed to be a Request for Advance for purposes hereof and shall be made in accordance with the Dollar Amount provisions of Section 2.2 without regard to the minimum amounts or the timing of requests specified therein or the satisfaction of the total conditions set forth in Section 3.2.
(c) If for any reason any Swing Line Loan cannot be refinanced by an Advance as contemplated by Section 2.19(b), each Revolving Credit Exposures exceeding Lender shall be deemed to have purchased an undivided participation in the Aggregate Commitment; provided that relevant Swing Line Loan and the Swing Line Lender shall not be required deemed to make a have requested that each of the Revolving Lenders fund its risk participation in the relevant Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject each Revolving Lender’s payment to the terms and conditions set forth herein, Administrative Agent for the Company may borrow, prepay and reborrow Swing Line Loans. All Swing Line Loans shall be ABR Loans. Immediately upon the making account of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation pursuant to Section 2.19(b) shall be deemed payment in respect of such Swing Line Loan in an amount equal participation.
(d) If and to the product of such Lender’s Applicable Percentage times extent that any Revolving Lender shall not have made the amount of such Swing Line Loan.
(b) To request a Swing Line Loan, the Company shall notify the Administrative Agent its pro rata share of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be a minimum of $50,000. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available to the Company by means Administrative Agent in accordance with the provisions of a credit Section 2.19(c), such Revolving Lender agrees to pay to the general deposit Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of the deemed Request for Advance pursuant to Section 2.19(b) until the date such amount is paid to the Administrative Agent, for the account of the Company with the applicable Swing Line Lender Lender, at the Federal Funds Rate.
(or, e) Each Revolving Lender’s obligation to make Base Rate Advances or to purchase and fund risk participations in the case of a Swing Line Loan made pursuant to finance this Section 2.19 shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender may have against the reimbursement Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an LC Disbursement Event of Default, or (iii) any other occurrence, event or condition, whether or not similar to any of the foregoing. No funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided in Section 2.06(i), by remittance to the Issuing Bank) by 3:00 p.m. on the requested date of such Swing Line Loanherein.
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (Whole Earth Brands, Inc.), Loan Agreement (Whole Earth Brands, Inc.)
Swing Line Loans. By telephonic notice, promptly followed (awithin one Business Day) Subject by the delivery of a confirming Borrowing Request, to Wachovia on or before 2:00 p.m., Charlotte time, on the terms and conditions set forth herein, in reliance upon Business Day the agreements of the other Lenders set forth in this Section 2.05proposed Swing Line Loan is to be made, the Swing Line Lender may, in its sole discretion, make Swing Line Loans in Dollars to the Company Borrower may from time to time on any Business Day during the Availability Period, irrevocably request that Swing Line Loans be made by Wachovia in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate minimum principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount 100,000 and an integral multiple of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans$50,000. All Swing Line Loans shall be ABR made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. Immediately upon the making The proceeds of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan shall be made available by Wachovia, by its close of business on the Business Day telephonic notice is received by it as provided in this clause to the Borrower by wire transfer to the account the Borrower shall have specified in its notice therefor. If (i) any Swing Line Loan shall be outstanding for more than four Business Days or (ii) any Default shall occur and be continuing, each Revolving Loan Lender (other than Wachovia) irrevocably agrees that it will, at the request of Wachovia, make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to the product of such Lender’s Applicable Percentage times of the aggregate principal amount of all such Swing Line Loan.
Loans then outstanding (b) To request a such outstanding Swing Line Loan, Loans hereinafter referred to as the Company shall notify the Administrative Agent of such request (i) by telephone or (ii) by a “Refunded Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly Loans”). On or before 2:00 p.m. (Charlotte time) on the first Business Day following receipt by delivery to the Swing Line each Lender of a request to make Revolving Loans as provided in the preceding sentence, each Revolving Loan Lender shall deposit in an account specified by Wachovia the amount so requested in same day funds and such funds shall be applied by Wachovia to repay the Refunded Swing Line Loan NoticeLoans. Each such At the time the aforementioned Lenders make the above referenced Revolving Loans, Wachovia shall be deemed to have made, (in consideration of the making of the Refunded Swing Line Loans), Revolving Loans in an amount equal to Wachovia’s Percentage (determined by reference to its Revolving Loan Notice must be received by Commitment) of the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and aggregate principal amount of the requested Refunded Swing Line Loan, which shall be a minimum of $50,000Loans. The Administrative Agent will promptly advise Upon the Swing Line Lender of any such notice received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender making (oror deemed making, in the case of a Wachovia) of any Revolving Loans pursuant to this clause, the amount so funded shall become outstanding under such Revolving Loan Lender’s Revolving Note and shall no longer be owed under the Swing Line Note. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of Wachovia) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which Wachovia had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Revolving Loan made Lender’s obligation to finance make the reimbursement Revolving Loans referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set‑off, counterclaim, recoupment, defense or other right which such Lender may have against Wachovia, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of an LC Disbursement as provided any Default; (iii) any adverse change in Section 2.06(i), by remittance to the Issuing Bankcondition (financial or otherwise) by 3:00 p.m. on of any Obligor; (iv) the requested date acceleration or maturity of such any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of this Agreement or any other Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
Appears in 2 contracts
Samples: Senior Secured Credit Agreement (Titan Corp), Senior Secured Credit Agreement (Titan Corp)
Swing Line Loans. (a) Subject to the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, the Swing Line Lender may, in its sole discretion, make Swing Line Loans shall be made in U.S. Dollars to the Company from time to time on any Business Day during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal minimum amount of outstanding Swing Line Loans exceeding $25,000,000 or 500,000 and integral multiples of $100,000 in excess of that amount.
(iib) Whenever the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided Company desires that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans. All Swing Line Loans shall be ABR Loans. Immediately upon the making of a Swing Line Loan, each Lender the Company shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal deliver to the product Administrative Agent a Notice of such Lender’s Applicable Percentage times Borrowing no later than 3:00 P.M. (New York City time) on the amount proposed date of the making of such Swing Line Loan.
(bc) To request a The Swing Line Loan, Lender shall make the Company shall notify the Administrative Agent amount of such request (i) by telephone or (ii) by a its Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery available to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 4:00 P.M., New York City time, on the day applicable date of a proposed the making of such Swing Line LoanLoan by wire transfer of same day funds in U.S. Dollars, at the Administrative Agent’s Principal Office. Each Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of such Swing Line Loans available to the Company on the applicable date of the making of such Swing Line Loan by causing an amount of same day funds in U.S. Dollars equal to the proceeds of all such Swing Line Loans received by the Administrative Agent from the Swing Line Lender to be credited to the account of the Company at the Administrative Agent’s Principal Office, or to such other account as may be designated in writing to the Administrative Agent by the Company.
(d) With respect to any Swing Line Loans which have not been voluntarily prepaid by the Company pursuant to Section 6.2.1 or repaid by the Company pursuant to Section 6.4(b), the Swing Line Lender may at any time in its sole and absolute discretion, deliver to the Administrative Agent (with a copy to the Company), no later than 11:00 A.M., New York City time, at least one Business Day in advance of the proposed date of the making of such Refunded Swing Line Loans (as defined below), a notice shall be irrevocable and shall specify the requested date (which shall be deemed to be a Business DayNotice of Borrowing given by the Company) and requesting that each Lender holding a Commitment make Revolving Loans that are Base Rate Loans to the Company on such date in an amount equal to the amount of the requested such Swing Line Loan, Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given which shall be a minimum of $50,000. The Administrative Agent will promptly advise the Swing Line Lender requests Lenders to prepay. Anything contained in this Agreement to the contrary notwithstanding, (1) the proceeds of any such notice received from Revolving Loans made by the Company. The Lenders other than the Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available be immediately delivered by the Administrative Agent to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender (orand not to the Company) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (2) on the day such Revolving Loans are made, the Swing Line Lender’s Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by the Swing Line Lender to the Company, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans of the Swing Line Lender but shall instead constitute part of the Swing Line Lender’s outstanding Revolving Loans to the Company. The Company hereby authorizes the Administrative Agent and the Swing Line Lender to charge the Company’s accounts with the Administrative Agent and the Swing Line Lender (up to the amount available in each such account) in order to immediately pay the Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of such Revolving Loans made by Lenders, including the Revolving Loans deemed to be made by the Swing Line Lender, are not sufficient to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid (or deemed to be paid) to the Swing Line Lender should be recovered by or on behalf of the Company from the Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in the case of a manner contemplated by Section 7.5.
(e) If for any reason Revolving Loans are not made hereunder in an amount sufficient to repay any amounts owed to the Swing Line Loan made Lender in respect of any outstanding Swing Line Loans on or before the third Business Day after demand for payment thereof by the Swing Line Lender, each Lender holding a Commitment shall be deemed to, and hereby agrees to, have purchased a participation in such outstanding Swing Line Loans, and in an amount equal to finance its Pro Rata Share of the reimbursement applicable unpaid amount together with accrued interest thereon. Upon one Business Days’ notice from the Swing Line Lender, each Lender holding a Commitment shall deliver to the Swing Line Lender an amount equal to its respective participation in the applicable unpaid amount in same day funds at the Principal Office of an LC Disbursement the Swing Line Lender. In order to evidence such participation each Lender holding a Commitment agrees to enter into a participation agreement at the request of the Swing Line Lender in form and substance reasonably satisfactory to the Swing Line Lender. In the event any Lender holding a Commitment fails to make available to the Swing Line Lender the amount of such Lender’s participation as provided in Section 2.06(i)this paragraph, the Swing Line Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon for three Business Days at the rate customarily used by remittance the Swing Line Lender for the correction of errors among banks and thereafter at the Base Rate, as applicable.
(f) Notwithstanding anything contained herein to the Issuing Bank) by 3:00 p.m. on contrary, each Lender’s obligation to make Revolving Loans for the requested date purpose of such repaying any Swing Line LoanLoans pursuant to the second preceding paragraph and each Lender’s obligation to purchase a participation in any unpaid Swing Line Loans pursuant to the immediately preceding paragraph shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Loan Party or any other Person for any reason whatsoever; (B) the occurrence or continuation of an Unmatured Event of Default or Event of Default; (C) (i) a material adverse change in, or a material adverse effect upon, the financial condition, operations, assets, business, properties or prospects of the Loan Parties taken as a whole, (ii) a material impairment of the ability of any Loan Party to perform any of the Obligations under any Loan Document or (iii) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document; (D) any breach of this Agreement or any other Loan Document by any party thereto; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
Appears in 2 contracts
Samples: Credit Agreement (Centene Corp), Credit Agreement (Centene Corp)
Swing Line Loans. (a) Subject By telephonic notice to the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, the Swing Line Lender mayon or before 12:00 noon (New York time) on a Business Day (followed (on the same Business Day) by the delivery of a confirming Borrowing Request), in its sole discretion, make Swing Line Loans in Dollars to a Borrower (or the Company Administrative Borrower on such Borrower’s behalf) may from time to time on any Business Day during the Availability Period, in an aggregate principal amount at any time outstanding irrevocably request that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that be made by the Swing Line Lender shall not be required to make a Swing Line Loan to refinance in an outstanding Swing Line Loan. Within the foregoing limits aggregate minimum principal amount of $500,000 and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loansan integral multiple of $100,000. All Swing Line Loans shall be ABR made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. Immediately The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender. Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and Section 3.1.1(b)(ii) hereof believed by it to be genuine and correct. Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing.
(b) If (i) any Swing Line Loan shall be outstanding for more than four (4) Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender (other than the making Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstanding), (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”). On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a Swing Line Loanrequest to make Revolving Loans as provided in the preceding sentence, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from deposit in an account specified by the Swing Line Lender a risk participation the amount so requested in same day funds and such funds shall be applied by the Swing Line Loan Lender to repay the Refunded Swing Line Loans. At the time the Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the product of such Swing Line Lender’s Applicable Percentage times of the amount of such Swing Line Loan.
(b) To request a Swing Line Loan, the Company shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and aggregate principal amount of the requested Refunded Swing Line Loan, which shall be a minimum of $50,000Loans. The Administrative Agent will promptly advise Upon the Swing Line Lender of any such notice received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender making (oror deemed making, in the case of a the Swing Line Loan made Lender) of any Revolving Loans pursuant to finance this clause, the reimbursement of amount so funded shall become an LC Disbursement as provided in Section 2.06(i), by remittance outstanding obligation to each Lender and shall no longer be owed to the Issuing BankSwing Line Lender. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender’s obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by 3:00 p.m. on any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the requested date Swing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of such any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
Appears in 2 contracts
Samples: Credit Agreement (Winn Dixie Stores Inc), Credit Agreement (Winn Dixie Stores Inc)
Swing Line Loans. (a) Subject to On the terms and subject to the conditions set forth herein, in reliance and relying upon the agreements of the other Lenders representations and warranties herein set forth in this Section 2.05forth, the Swing Line Lender mayagrees at any time and from time to time from and including the date hereof to but excluding the earlier of the Facility Termination Date and the termination of the Commitments or the Swing Line Commitment, in its sole discretionaccordance with the terms hereof, to make Swing Line Loans in Dollars to the Company from time to time on any Business Day during the Availability Period, Borrower in an aggregate principal amount at any time outstanding that will not result in to exceed the lesser of (i) the amount of its Swing Line Commitment at such time and (ii) an amount equal to (A) the Aggregate Commitment at such time, minus (B) the sum of the aggregate principal amount amounts of outstanding all Ratable Loans, Competitive Bid Loans and Swing Line Loans exceeding $25,000,000 or outstanding at such time, minus (iiC) the Dollar Amount aggregate Facility Letter of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that Obligations outstanding at such time. The Swing Line Loans shall be made by the Swing Line Lender shall not be required to make a Lender, at the option of the Borrower, either at the Alternate Base Rate or at the Alternate Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line LoansRate. All Swing Line Loans shall be ABR Loansin a minimum amount of $100,000 and in any integral multiple of $100,000 if in excess thereof. Immediately upon the making of a In no event shall any Swing Line Loan, each Lender shall Loan be deemed to, made hereunder if (i) the Administrative Agent and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in shall have received notice from the Required Lenders prior to any such Swing Line Loan that a condition specified in an amount equal to the product of Section 4.1 or 4.2 has not been satisfied and (ii) such Lender’s Applicable Percentage times the amount of such Swing Line Loancondition shall not have been subsequently waived in compliance with Section 8.2.
(b) To request a Swing Line Loan, the Company The Borrower shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to give the Swing Line Lender of (with a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and copy to the Administrative Agent Agent) telephonic, written or telecopy notice (in the case of telephonic notice, such notice shall be promptly confirmed in writing or by telecopy) not later than 1:00 p.m. noon, Chicago time, on the day of a proposed Swing Line Loan. Each such Such notice shall be delivered on a Business Day, shall be irrevocable and shall refer to this Agreement and shall specify the requested date Borrowing Date (which shall be a Business Day) and amount of the requested such Swing Line Loan, which shall be a minimum of $50,000. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Company. .
(c) The Swing Line Lender shall makeby 2:00 p.m., Chicago time, on the requested Borrowing Date, make the requested Swing Line Loan by crediting the principal amount thereof, in its sole discretionimmediately available funds, to the account of the Borrower maintained with the Swing Line Lender or to such other account as may be designated by the Borrower and be acceptable to the Swing Line Lender.
(d) The Swing Line Loans shall be evidenced by the Swing Line Note and each Swing Line Loan available shall be paid in full by the Borrower on the earlier of the Facility Termination Date and the date five Business Days after the making of such Swing Line Loan.
(e) Notwithstanding the occurrence of any Default or Unmatured Default or noncompliance with the conditions precedent set forth in Article IV, if (i) by noon Chicago time on the fifth Business Day following the Borrowing Date of any Swing Line Loan the Administrative Agent shall not have received a Ratable Borrowing Notice delivered by the Borrower pursuant to Section 2.2.3 requesting that Ratable Loans be made pursuant to Section 2.2 on the immediately succeeding Business Day in an amount at least equal to the Company by means aggregate principal amount of a credit such Swing Line Loan or (ii) on any date the Swing Line Lender in its sole discretion shall so request with respect to the general deposit account outstanding Swing Line Loans, the Administrative Agent shall be deemed to have received a Ratable Borrowing Notice from the Borrower pursuant to Section 2.2.3 requesting that a Ratable Advance of Alternate Base Rate Loans be made pursuant to Section 2.2 on such immediately succeeding Business Day in an amount equal to the aggregate amount of such Swing Line Loans, and the procedures set forth in Section 2.5 shall be followed in making such Alternate Base Rate Loans. The proceeds of such Alternate Base Rate Loans (or other Loans described in Section 2.4(e)(i), if requested) received by the Administrative Agent shall be immediately delivered to the Swing Line Lender and applied to the direct repayment of such Swing Line Loans to the extent thereof. Effective on the day such Ratable Loans are made, the portion of the Company Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans and shall be outstanding as Ratable Loans of the Lenders bearing interest at a rate determined by reference to the Alternate Base Rate, in accordance with the provisions of this Article II. The Borrower authorizes the Administrative Agent and the Swing Line Lender to charge the Borrower’s account maintained with the Swing Line Lender (or, up to the amount available in such account) in order to immediately pay the amount of the 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 Lender should be recovered by or on behalf of the Borrower from the Swing Line Lender in the case 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.
(f) If, for any reason (including, without limitation, the occurrence of a Default described in Section 7.6 or 7.7 of Article VII), Alternate Base Rate Loans may not be, or are not, made pursuant to paragraph (e) of this Section 2.4 to repay Swing Line Loans as required by such paragraph, effective on the date such Alternate Base 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 Unmatured Default or Default, purchase a participating interest in such Swing Line Loans ("Unrefunded Swing Line Loans") in an amount equal to the amount of Alternate Base Rate Loans which would otherwise have been made by such Lender pursuant to paragraph (e) 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 Administrative Agent, in immediately available funds, the amount of its participation, and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Lender in such amount as will reduce the amount of the participating interest retained by the Swing Line Lender in the Swing Line Loans to the amount of the Alternate Base Rate Loans which were to have been made by the Swing Line Lender pursuant to finance paragraph (e) of this Section 2.4. In the reimbursement event a Lender fails to make available to the Swing Line Lender the amount of an LC Disbursement such Lender’s participation as provided in Section 2.06(ithis paragraph (f), by remittance to the Issuing Bank) by 3:00 p.m. on the requested date of such Swing Line LoanLender shall be entitled to recover such amount on demand from such Lender together with interest at the customary rate set by the Swing Line Lender 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.
(g) Each Lender’s obligation to make Ratable Loans pursuant to paragraph (e) of this Section 2.4 and to purchase participating interests pursuant to paragraph (f) 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 Lender, the Borrower or any other Person, as the case may be, for any reason whatsoever; (ii) the occurrence or continuance of a Default or Unmatured Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any of its Subsidiaries; (iv) any breach of this Agreement by the Borrower, any of its Subsidiaries or any Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
Appears in 2 contracts
Samples: Credit Agreement (Ralcorp Holdings Inc /Mo), Credit Agreement (Ralcorp Holdings Inc /Mo)
Swing Line Loans. (a) Subject to the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, the The U.K. Swing Line Lender may, at any time in its sole discretionand absolute discretion may request, on behalf of the U.K. Borrower (which hereby irrevocably authorizes the U.K. Swing Line Lender to so request on its behalf), that each Lender make (x) a Dollar-denominated Revolving Loan that is a Base Rate Loan in a Dollar Equivalent amount equal to such Lender’s Applicable Percentage of the amount of U.K. Swing Line Loans in Dollars to then outstanding or (y) upon the Company from time to time on any Business Day during request of the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) U.K. Borrower and the aggregate principal amount agreement of outstanding the U.K. Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount Lender, a Sterling-denominated Loan that is a Eurocurrency Rate Loan with an Interest Period of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans. All Swing Line Loans shall be ABR Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan one month in an amount equal to the product of such Lender’s Applicable Percentage times of the amount of such U.K. Swing Line Loan.
Loans then outstanding. Such request shall be made in writing (bwhich written request shall be deemed to be a Committed Loan Notice for purposes hereof) To request and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans or Eurocurrency Rate Loans, as applicable, but subject to the conditions set forth in Section 5.02 (other than the delivery of a Committed Loan Notice) and provided that, after giving effect to such Borrowing, the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments. The U.K. Swing Line Loan, Lender shall furnish the Company U.K. Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall notify make an amount equal to its Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in Same Day Funds for the account of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the U.K. Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and at (A) the Administrative Agent Agent’s Office for Dollar-denominated deposits not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each specified in such notice Committed Loan Notice or (B) the Administrative Agent’s office for Sterling-denominated deposits not later than the Applicable Time specified by the Administrative Agent, as applicable,, whereupon, subject to Section 2.18(c)(ii), each Lender that so makes funds available shall be irrevocable deemed to have made (and shall specify the requested date (which U.K. Borrower shall be deemed to have borrowed) a Business Day) and amount of the requested Swing Line Revolving Loan that is a Base Rate Loan or a Eurocurrency Rate Loan, which shall be a minimum of $50,000as applicable, to the U.K. Borrower in such amount. The Administrative Agent will promptly advise shall remit the funds so received to the U.K. Swing Line Lender of any such notice received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(i), by remittance to the Issuing Bank) by 3:00 p.m. on the requested date of such Swing Line LoanLender.
Appears in 2 contracts
Samples: Credit Agreement (Navigant Consulting Inc), Credit Agreement (Navigant Consulting Inc)
Swing Line Loans. (a) Subject to By telephonic notice, promptly followed (within one Business Day) by the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, the Swing Line Lender may, in its sole discretion, make Swing Line Loans in Dollars to the Company from time to time on any Business Day during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans. All Swing Line Loans shall be ABR Loans. Immediately upon the making delivery of a Swing Line Loanconfirming Borrowing Request, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.
(b) To request a Swing Line Loan, the Company shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on or before 12:00 noon, New York City time, on the day of a Business Day the proposed Swing Line LoanLoan is to be made, the Borrower may from time to time irrevocably request that a Swing Line Loan be made by the Swing Line Lender in a minimum principal amount of $100,000 or any larger integral multiple of $50,000. Each such notice All Swing Line Loans shall be irrevocable made as Base Rate Loans and shall specify not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the requested Swing Line Lender, by 5:00 p.m., New York City time, on the Business Day telephonic notice is received by it as provided in this clause (a), to the Borrower by wire transfer to the account the Borrower shall have specified in its notice therefor.
(b) If (i) any Swing Line Loan (A) shall be outstanding for more than four Business Days or (B) is or will be outstanding on a date when the Borrower requests that a Revolving Loan be made or (ii) any Default (other than a Default of the nature set forth in Section 8.1.9) shall occur and be continuing, each Lender with a Revolving Loan Commitment (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender and upon notice from the Administrative Agent, make a Revolving Loan (which shall initially be funded as a Business DayBase Rate Loan) and in an amount equal to such Lender's Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding (such outstanding Swing Line Loans hereinafter referred to as the requested "Refunded Swing Line Loans"); provided, that the Swing Line Lender shall not request, and no Lender with a Revolving Loan Commitment shall make, any Refunded Swing Line Loan if, after giving effect to the making of such Refunded Swing Line Loan, which the sum of all Swing Line Loans and Revolving Loans made by such Lender, plus such Lender's Percentage of the aggregate amount of all Letter of Credit Outstandings, would exceed such Lender's Percentage of the then existing Revolving Loan Commitment Amount. On or before 11:00 a.m. (New York City time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each such Lender with a Revolving Loan Commitment shall be a minimum of $50,000. The Administrative Agent will promptly advise deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the aforementioned Lenders make the above referenced Revolving Loans, the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, a Revolving Loan in an amount equal to the Swing Line Lender's Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clause (b), the amount so funded shall become outstanding under such Lender's Revolving Note and shall no longer be owed under the Swing Line Note. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause (b) shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made.
(c) If, at any time prior to the making of Revolving Loans to replace any outstanding Swing Line Loans pursuant to clause (b) above, any Default of the nature of the nature set forth in Section 8.1.9 shall have occurred, each Lender with a Revolving Loan Commitment (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender and upon notice received from the CompanyAdministrative Agent, purchase an undivided participation interest in all such Swing Line Loans in an amount equal to its Percentage of the aggregate outstanding amount of such Swing Line Loans and transfer immediately to an account identified by the Swing Line Lender, in immediately available funds, the amount of its participation. The Swing Line Lender shall makewill deliver to each such Lender, promptly following receipt of such funds, a participation certificate, dated the date of receipt of such funds and in the amount of such Lender's participation if requested to do so by such Lender.
(d) The Borrower expressly agrees that, in its sole discretionrespect of each Lender's funded participation interest in any Swing Line Loan, each such Lender shall be deemed to be in privity of contract with the Borrower and have the same rights and remedies against the Borrower under the Loan Documents as if such funded participation interest in such Swing Line Loan available were a Revolving Loan.
(e) Each Lender's obligation (in the case of Lenders with a Revolving Loan Commitment) to the Company make Revolving Loans or purchase participation interests in Swing Line Loans, as contemplated by means of a credit clause (b) or (c) above, shall be absolute and unconditional and without recourse to the general deposit account of the Company with the Swing Line Lender and shall not be affected by any circumstance, including (ori) any set-off, in counterclaim, recoupment, defense or other right which such Revolving Lender may have against the case Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Swing Line Loan made to finance Default, an Event of Default or a Material Adverse Effect; (iii) the reimbursement acceleration or maturity of an LC Disbursement as provided in Section 2.06(i), by remittance to any Loans or the Issuing Bank) by 3:00 p.m. on termination of any Commitment after the requested date making of such any Swing Line Loan; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Obligor or any Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
Appears in 2 contracts
Samples: Credit Agreement (Duane Reade Realty Inc), Credit Agreement (Duane Reade Inc)
Swing Line Loans. (a) Subject By telephonic notice to the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, the Swing Line Lender mayon or before 12:00 noon on a Business Day (followed (within one Business Day) by the delivery of a confirming Borrowing Request), in its sole discretion, make Swing Line Loans in Dollars to the Company Borrower may from time to time on any Business Day during the Availability Period, in an aggregate principal amount at any time outstanding irrevocably request that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that be made by the Swing Line Lender shall not be required to make a Swing Line Loan to refinance in an outstanding Swing Line Loan. Within the foregoing limits aggregate minimum principal amount of $100,000 and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loansan integral multiple of $25,000. All Swing Line Loans shall be ABR made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. Immediately upon The proceeds of each Swing Line Loan shall be made available by the making Swing Line Lender to the Borrower by wire transfer to the account the Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender.
(b) If (i) any Swing Line Loan shall be outstanding for more than four Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when the Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Revolving Loan Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender in writing made on or before 12:00 p.m. (noon) on a Business Day, make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender's Revolving Loan Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding (such outstanding Swing Line Loans hereinafter referred to as the "Refunded Swing Line Loans"). On or before 11:00 a.m. on the first Business Day following receipt by each Revolving Loan Lender of a request to make Revolving Loans as provided in the preceding sentence, each Revolving Loan Lender shall deposit in an account specified by the Swing Line Loan, each Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the Revolving Loan Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed toto have made, and hereby irrevocably and unconditionally agrees to, purchase from in consideration of the making of the Refunded Swing Line Lender a risk participation in such Swing Line Loan Loans, Revolving Loans in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.
(b) To request a Swing Line Loan, Lender's RL Percentage of the Company shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and aggregate principal amount of the requested Refunded Swing Line Loan, which shall be a minimum of $50,000Loans. The Administrative Agent will promptly advise Upon the Swing Line Lender of any such notice received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender making (oror deemed making, in the case of a the Swing Line Lender) of any Revolving Loans pursuant to this clause, the amount so funded shall become outstanding under such Revolving Loan Lender's Revolving Note and shall no longer be owed under the Swing Line Note. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to finance this clause shall be appropriately adjusted to reflect the reimbursement period of an LC Disbursement as provided time during which the Swing Line Lender had outstanding Swing Line Loans in Section 2.06(i)respect of which such Revolving Loans were made. Each Revolving Loan Lender's obligation to make the Revolving Loans referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, by remittance to including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Issuing BankSwing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) by 3:00 p.m. on the requested date occurrence or continuance of such any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
Appears in 2 contracts
Samples: Credit Agreement (Stericycle Inc), Credit Agreement (Stericycle Inc)
Swing Line Loans. (a) Subject During the Revolving Commitment Period, subject to the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05Credit Agreement, the Swing Line Lender may, in its sole discretion, agrees to make Swing Line Loans in Dollars to the Company Borrower as the Borrower may from time to time on any Business Day during request for the Availability Periodpurposes permitted hereby; provided, in an aggregate principal amount at any time outstanding however, that will not result in (i) the aggregate principal amount of all outstanding Swing Line Loans exceeding $25,000,000 or shall not exceed the Swing Line Sublimit, (ii) the Dollar Amount Loans of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that the Swing Line each Lender shall not be required to make exceed such Lender’s Revolving Commitment and (iii) the Loans of all Lenders shall not exceed the Aggregate Revolving Committed Amount at any time. This is a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and revolving credit and, subject to the foregoing and the other terms and conditions set forth hereinhereof, the Company Borrower may borrow, prepay and reborrow Swing Line Loans. All Loans as set forth herein without premium or penalty; provided, however, that Swing Line Lender may terminate or suspend the Swing Line at any time in its sole discretion upon notice to the Borrower. Each Swing Line Loan shall bear interest at a rate equal to the rate applicable to the Prime Rate Loans or at a rate quoted by the Agent and agreed to by the Borrower.
(b) Unless notified to the contrary by Swing Line Lender, the Borrower may irrevocably request a Swing Line Loan upon notice to the Swing Line Lender. There is no minimum borrowing amount for a Swing Line Loan. Each such request for a Swing Line Loan shall constitute a representation and warranty by the Borrower that the conditions set forth in Section 5.2 are satisfied. Promptly after receipt of such request, the Swing Line Lender shall obtain telephonic verification from the Agent that such Swing Line Loan is permitted hereunder. Upon receiving such verification, the Swing Line Lender shall make such Swing Line Loan available to the Borrower. Without the consent of Required Lenders and the Swing Line Lender, no Swing Line Loan shall be ABR Loansmade during the continuation of a Default or Event of Default. Immediately upon Upon the making of a each Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase to have purchased from the Swing Line Lender a risk participation in such Swing Line Loan therein in an amount equal to the product of such that Lender’s Applicable Commitment Percentage times the amount of such the Swing Line Loan.
(bc) To Each Swing Line Loan shall bear interest at a fluctuating rate per annum equal to the rate of interest payable on Prime Rate Loans or at the rate quoted by the Agent and agreed to by the Borrower and interest shall be payable upon demand of the Swing Line Lender, on the last day of each month and on the Revolving Termination Date. The Swing Line Lender shall be responsible for invoicing the Borrower (or notifying the Agent to so invoice the Borrower) for such interest. The interest payable on Swing Line Loans is solely for the account of the Swing Line Lender, except following any funding of a risk participation under clause (f) below.
(d) The Borrower shall repay each Swing Line Loan on the earliest of (i) upon demand made by Swing Line Lender and (ii) the Revolving Termination Date. The Borrower shall repay the principal amount of each Swing Line Loan by payment directly to Swing Line Lender or by Swing Line Lender debiting the Borrower’s deposit account at Swing Line Lender not later than 10:00 a.m. (Milwaukee, Wisconsin time) for payments hereunder. If the conditions precedent set forth in Section 5.2 can be satisfied, the Borrower may request a Revolving Loan to repay Swing Line Lender, or, failing to make such request, the Borrower shall be deemed to have requested a Revolving Loan of Prime Rate Loans on such payment date pursuant to subsection (f) below. Swing Line Lender shall promptly notify the Agent of each Swing Line Loan and each payment thereof.
(e) If the Borrower fails to timely make any principal or interest payment on any Swing Line Loan, Swing Line Lender shall notify the Agent of such fact and the unpaid amount. The Agent shall promptly notify each Lender of its pro rata share of such amount by 11:00 a.m. (Milwaukee, Wisconsin time). Each Lender shall make funds in an amount equal to its pro rata share of such amount available to the Agent at the Agent’s payment office not later than the 2:00 p.m. (Milwaukee, Wisconsin time) for payments hereunder on the same Business Day. The obligation of each Lender to make such payment shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence or event. Any such payment shall not relieve or otherwise impair the obligation of the Borrower to repay the Swing Line Lender for any amount of Swing Line Loans, together with interest as provided herein.
(f) If the conditions precedent set forth in Section 5.2 can be satisfied on any date the Borrower is obligated to, but fails to, repay a Swing Line Loan, the Company shall notify the Administrative Agent of such request (i) funding by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery Lenders pursuant to the Swing Line previous subsection shall be deemed to be a borrowing of Prime Rate Loans (without regard to the minimum amount therefor) deemed requested by the Borrower. If the conditions precedent set forth in Section 5.2 cannot be satisfied on the date the Borrower is obligated to make, but fails to make, such payment, the funding by Lenders pursuant to the previous subsection shall be deemed to be a funding by each Lender of a Swing Line Loan Notice. Each its participation in such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which and each Lender making such funding shall be thereupon acquire a minimum pro rata participation, to the extent of $50,000. The Administrative Agent will promptly advise its payment, in the claim of Swing Line Lender against the Borrower in respect of any such notice received from the Company. The Swing Line Lender payment and shall makeshare, in accordance with that pro rata participation, in any payment made by the Borrower with respect to such claim. Any amounts made available by a Lender under its sole discretionrisk participation shall be payable by the Borrower upon demand of the Agent, each Swing Line Loan available and shall bear interest at a rate per annum equal to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(i), by remittance to the Issuing Bank) by 3:00 p.m. on the requested date of such Swing Line LoanPrime Rate plus 2% per annum.
Appears in 2 contracts
Samples: Credit Agreement (Journal Communications Inc), Credit Agreement (Journal Communications Inc)
Swing Line Loans. (a) Subject By telephonic notice to the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, the Swing Line Lender mayon or before 12:00 noon (New York time) on a Business Day (followed (on the same Business Day) by the delivery of a confirming Borrowing Request), in its sole discretion, make Swing Line Loans in Dollars to a Borrower (or the Company Administrative Borrower on such Borrower’s behalf) may from time to time on any Business Day during the Availability Period, in an aggregate principal amount at any time outstanding irrevocably request that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that be made by the Swing Line Lender shall not be required to make a Swing Line Loan to refinance in an outstanding Swing Line Loan. Within the foregoing limits aggregate minimum principal amount of $500,000 and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loansan integral multiple of $100,000. All Swing Line Loans shall be ABR made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. Immediately The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender. The Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and clause (a)(ii) of Section 3.1.1 believed by it to be genuine and correct. The Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing.
(b) If (i) any Swing Line Loan shall be outstanding for more than four Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender (other than the making Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstanding), (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender’s Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”). On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a Swing Line Loanrequest to make Revolving Loans as provided in the preceding sentence, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from deposit in an account specified by the Swing Line Lender a risk participation the amount so requested in same day funds and such funds shall be applied by the Swing Line Loan Lender to repay the Refunded Swing Line Loans. At the time the Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the product of such Swing Line Lender’s Applicable Percentage times of the amount of such Swing Line Loan.
(b) To request a Swing Line Loan, the Company shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and aggregate principal amount of the requested Refunded Swing Line Loan, which shall be a minimum of $50,000Loans. The Administrative Agent will promptly advise Upon the Swing Line Lender of any such notice received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender making (oror deemed making, in the case of a the Swing Line Loan Lender) of any Revolving Loans pursuant to this clause, the amount so funded shall become outstanding under such Lender’s Revolving Note and shall no longer be owed under the Swing Line Note. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to finance this clause shall be appropriately adjusted to reflect the reimbursement period of an LC Disbursement as provided time during which the Swing Line Lender had outstanding Swing Line Loans in Section 2.06(i)respect of which such Revolving Loans were made. Each Lender’s obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, by remittance to including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Issuing BankSwing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) by 3:00 p.m. on the requested date occurrence or continuance of such any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
Appears in 1 contract
Swing Line Loans. (a) Subject By telephonic notice, promptly followed (within one Business Day) by the delivery of a confirming Borrowing Request, to the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, the Swing Line Lender mayon or before 12:00 p.m., in its sole discretionNew York time, make on the Business Day the proposed Swing Line Loans in Dollars Loan is to be made, the Company Borrower may from time to time irrevocably request that a Swing Line Loan be made by the Swing Line Lender in a minimum principal amount of $10,000 or any larger integral multiple of $10,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender, by 5:00 p.m., New York time, on any the Business Day during telephonic notice is received by it as provided in this clause (a), to the Availability Period, Borrower by wire transfer to the account the Borrower shall have specified in an aggregate principal amount at any time outstanding that will not result in its notice therefor.
(b) If (i) any Swing Line Loan shall be outstanding for more than ten Business Days or (ii) any Default shall occur and be continuing, each Lender with a Revolving Loan Commitment (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender and upon notice from the Administrative Agent, unless such Swing Line Loan shall have been earlier repaid, make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender's Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding (such outstanding Swing Line Loans exceeding $25,000,000 or (ii) hereinafter referred to as the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment"Refunded Swing Line Loans"); provided provided, that the Swing Line Lender shall not be required to make request, and no Lender with a Revolving Loan Commitment shall make, any Refunded Swing Line Loan if, after giving effect to refinance an outstanding the making of such Refunded Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrowsum of all Swing Line Loans and Revolving Loans made by such Lender, prepay plus such Lender's Percentage of the aggregate amount of all Letter of Credit Outstandings, would exceed such Lender's Percentage of the then existing Revolving Loan Commitment Amount. On or before 12:00 noon (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each such Lender with a Revolving Loan Commitment shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and reborrow such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. All At the time the aforementioned Lenders make the above referenced Revolving Loans, the Swing Line Loans shall be ABR Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed toto have made, and hereby irrevocably and unconditionally agrees to, purchase from in consideration of the making of the Refunded Swing Line Lender Loans, a risk participation in such Swing Line Revolving Loan in an amount equal to the product Swing Line Lender's Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clause (b), the amount so funded shall become outstanding under such Lender's Revolving Note and shall no longer be owed under the Swing Line Note. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause (b) shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender's obligation (in the case of Lenders with a Revolving Loan Commitment) to make the Revolving Loans referred to in this clause (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 may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) the acceleration or maturity of any Loans or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of this Agreement or any other Loan Document by the Borrower or any Lender; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
(c) In the event that the Borrower or any other Obligor is subject to any bankruptcy or insolvency proceedings as provided in Section 8.1.9, or if for any other reason Revolving Loans cannot be made or are unavailable, each Lender with a Revolving Loan Commitment shall acquire without recourse or warranty an undivided participation interest equal to such Lender's Percentage of any Swing Line Loan otherwise required to be repaid by such Lender pursuant to the preceding clause by paying to the Swing Line Lender on the date on which such Lender would otherwise have been required to make a Revolving Loan in respect of such Swing Line Loan pursuant to the preceding clause, in same day funds, an amount equal to such Lender’s Applicable 's Percentage times the amount of such Swing Line Loan.
(b) To request a Swing Line Loan, and no Revolving Loans shall be made by such Lender pursuant to the Company shall notify preceding clause. From and after the Administrative Agent of such request (i) by telephone or (ii) by date on which any Lender purchases an undivided participation interest in a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery pursuant to this clause, the Swing Line Lender shall distribute to such Lender (appropriately adjusted, in the case of a Swing Line Loan Notice. Each interest payments, to reflect the period of time during which such Lender's participation interest is outstanding and funded) its ratable amount of all payments of principal and interest in respect of such Swing Line Loan Notice must be in like funds as received; provided, however, that in the event such payment received by the Swing Line Lender and is required to be returned to the Administrative Agent not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each Borrower, such notice Lender shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be a minimum of $50,000. The Administrative Agent will promptly advise return to the Swing Line Lender the portion of any amounts which such notice Lender had received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(i), by remittance to the Issuing Bank) by 3:00 p.m. on the requested date of such Swing Line Loanlike funds.
Appears in 1 contract
Swing Line Loans. (ai) Subject to the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, The Company may borrow under the Swing Line Lender may, in its sole discretion, make Swing Line Loans in Dollars to the Company from time to time Loan Commitment on any Business Day during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that until the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans. All Swing Line Loans shall be ABR Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.
(b) To request a Swing Line Loan, Termination Date; PROVIDED that the Company shall notify give the Administrative Agent of such request irrevocable notice (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic which notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Agent prior to 12:00 noon (Chicago time)) and the Agent shall promptly deliver to the Company and the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the day Bank a confirmation of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify specifying the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be in a minimum amount of $50,000100,000 or a whole multiple of $50,000 in excess thereof. The Administrative Agent will promptly advise proceeds of the Swing Line Lender Loan will be made available by the Swing Line Bank to the Company in immediately available funds at the office of the Swing Line Bank by 2:00 p.m. (Chicago time) on the date of such notice. The Company may at any time and from time to time, prepay the Swing Line Loans, in whole or in part, without premium or penalty, by notifying the Agent prior to 12:00 noon (Chicago time) on any Business Day of the date and amount of prepayment. If any such notice received from is given, the Companyamount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal amount of $100,000 or a whole multiple of $50,000 in excess thereof.
(ii) The Agent, acting upon the request of the Swing Line Lender shall makeBank, at any time in its sole and absolute discretion, may on behalf of the Company (which hereby irrevocably directs the Agent to so act on its behalf) notify each Lender (including the Swing Line Bank) to make a Revolving Loan to the Company in a principal amount equal to such Lender's Pro Rata Share of the amount of such Swing Line Loan, unless any Lender or Lenders shall be obligated, pursuant to SECTION 2.01(a), to make funds available to the Agent on the date such notice is given in an aggregate amount equal to or in excess of such Swing Line Loan, in which case such funds shall be applied by the Agent first to repay such Swing Line Loan and any remaining funds shall be made available to the Company Borrower in accordance with SECTION 2.01(a); PROVIDED, HOWEVER, that such notice shall be deemed to have automatically been given upon the occurrence of an Event of Default under SECTION 9.01(f) or (g). Upon notice from the Agent, each Lender (other than the Swing Line Bank) will immediately transfer to the Agent, for transfer to the Swing Line Bank, in immediately available funds, an amount equal to such Lender's Pro Rata Share of the amount of such Swing Line Loan so repaid. Each Lender's obligation to transfer the amount of such Revolving Loan to the Agent shall be absolute and unconditional and shall not be affected by means 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 Bank, (ii) the occurrence or continuance of a credit to Default or an Event of Default or the general deposit account termination of the Revolving Loan Commitment, (iii) any adverse change in the condition (financial or otherwise) of the Company with or any other Person, (iv) any breach of this Agreement by the Company or any other Person or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
(iii) Notwithstanding anything herein to the contrary, the Swing Line Bank (i) shall not be obligated to make any Swing Line Loan if the conditions set forth in ARTICLE V have not been satisfied and (ii) shall not make any requested Swing Line Loan if, prior to 1:00 p.m. (Chicago time) on the date of such requested Swing Line Loan, it has received a written notice from the Agent or any Lender directing it not to make further Swing Line Loans because one or more of the conditions specified in ARTICLE V are not then satisfied.
(oriv) If prior to the making of a Loan required to be made by SECTION 2.03(b)(ii) an Event of Default described in SECTION 9.01(f) OR 9.01(g) shall have occurred and be continuing with respect to the Company, each Lender will, on the date such Loan was to have been made pursuant to the notice described in SECTION 2.03(b)(ii), purchase an undivided participating interest in the outstanding Swing Line Loans in an amount equal to its Pro Rata Share of the aggregate principal amount of Swing Line Loans then outstanding. Each Lender will immediately transfer to the Agent for the benefit of the Swing Line Bank, in immediately available funds, the amount of its participation.
(v) Whenever, at any time after a Lender has purchased a participating interest in a Swing Line Loan, the Swing Line Bank receives any payment on account thereof, the Swing Line Bank will distribute to the Agent for delivery to each Lender its participating interest in such amount (appropriately adjusted, in the case of a interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded); PROVIDED, HOWEVER, that in the event that such payment received by the Swing Line Loan made Bank is required to finance the reimbursement of an LC Disbursement as provided in Section 2.06(i)be returned, by remittance such Lender will return to the Issuing Bank) by 3:00 p.m. on Agent for delivery to the requested date of such Swing Line LoanBank any portion thereof previously distributed by the Swing Line Bank to it.
(vi) Each Bank's obligation to make the Loans referred to in SECTION 2.03(b)(ii) and to purchase participating interests pursuant to SECTION 2.03(b)(iv) 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 the Company may have against the Swing Line Bank, the Company or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default, (iii) any adverse change in the condition (financial or otherwise) of the Company, (iv) any breach of this Agreement or any other Loan Document by the Company, any Subsidiary or any other Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
Appears in 1 contract
Swing Line Loans. (a) Subject to the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in ---------------- this Section 2.05Agreement, the Agent will make one or more loans (each a "Swing Line Lender may, in its sole discretion, make Swing Line Loans in Dollars Loan") to the Company Borrower from time to time on any Business Day during before the Availability Period, Commitment Termination Date in an aggregate principal amount not to exceed at any time outstanding that will not result in the amount of the Swing Line. At the request of the Agent, (i) without regard to the limitations in Section 2.3, the Lenders shall make Revolving Loans to the Borrower in an amount equal to the outstanding amount of the Swing Line Loans, and the Borrower hereby instructs the Agent in such circumstance to apply the proceeds of such Revolving Loans to such Swing Line Loans such that the Swing Line Loans are repaid in full; or (ii) in the event any such Revolving Loans are not made, each Lender shall severally and not jointly, purchase from the Agent (and if it fails to effect such purchase, shall be deemed to have purchased from the Agent), and the Agent hereby agrees to sell to each Lender, an undivided percentage participation interest, up to the extent of such Lender's Percentage in each Swing Line Loan, in each case (y) so long as no Event of Default of which the Agent had actual knowledge existed at the time the Swing Line Loan was made and (z) only to the extent that the aggregate principal amount of all Revolving Loans of such Lender, its participating interest in Swing Line Loans, and its participating interest in all L/C Obligations would not exceed its Commitment. The Agent may but is not obligated to make a Swing Line Loan if, after giving effect thereto (1) the aggregate principal amount of all Revolving Loans, all Swing Line Loans, and all L/C Obligations outstanding would exceed the Commitment Amount then in effect, (2) the Commitments have terminated under the terms of this Agreement, or (3) a Default or Event of Default exists. Swing Line Loans exceeding $25,000,000 may be repaid, in whole or (ii) the Dollar Amount in part, at any time. The aggregate outstanding amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans. All Swing Line Loans shall be ABR Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times may not exceed the amount of such Swing Line Loan.
(b) To request a Swing Line Loan, the Company shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be a minimum of $50,000. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(i), by remittance to the Issuing Bank) by 3:00 p.m. on the requested date of such Swing Line LoanLine.
Appears in 1 contract
Swing Line Loans. (a) Subject to and upon the terms and conditions herein set forth herein, in reliance upon (including the agreements of the other Lenders limitation set forth in this Section 2.052.01), the Swing Line Lender mayagrees to make to Borrower, in its sole discretion, make Swing Line Loans in Dollars to the Company from time to time on any Business Day during prior to the Availability PeriodMaturity Date, Swing Line Loans in an aggregate principal amount outstanding at any time outstanding that will not result to exceed the Swing Line Commitment then in effect. Borrower shall be entitled to repay and reborrow Swing Line Loans in accordance with the provisions, and subject to the limitations, set forth herein (iincluding the limitation set forth in Section 2.01).
(b) Each Swing Line Loan shall be made as a Swing Rate Advance.
(c) Whenever Borrower desires to make a Swing Line Borrowing, it shall give the Swing Line Lender (with a copy to the Administrative Agent, unless the Administrative Agent is also the Swing Line Lender) prior written notice (or telephonic notice promptly confirmed in writing) of such Swing Line Borrowing (each a "Swing Line Borrowing Notice") prior to 11:00 a.m. (Atlanta, Georgia time) on the date of such Swing Line Borrowing. Each Swing Line Borrowing Notice shall specify the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth hereinBorrowing, the Company may borrow, prepay and reborrow Swing Line Loans. All Swing Line Loans shall be ABR Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount date of such Swing Line Loan.
(b) To request a Swing Line Loan, the Company shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date Borrowing (which shall be a Business Day) and amount of the requested Swing Line Loaninterest period to be applicable thereto. Prior to 12:00 noon (Atlanta, which shall be a minimum of $50,000. The Administrative Agent will promptly advise Georgia time) on such date, the Swing Line Lender of any such notice received from shall furnish Borrower (with a copy to the Company. The Administrative Agent, unless the Administrative Agent is also the Swing Line Lender shall make, in its sole discretion, each Lender) with a quotation of the interest rate being offered with respect to such Swing Line Loan available to Borrowing (the Company "Swing Rate Quote") by means of a credit to the general deposit account of the Company with telephone (promptly confirmed in writing) or by facsimile transmission. Borrower shall immediately inform the Swing Line Lender (orwith a copy to the Administrative Agent, unless the Administrative Agent is also the Swing Line Lender) of its decision as to whether to accept the Swing Rate Quote and to confirm the Swing Line Borrowing (which may be done by telephone, promptly confirmed in writing, and which decision shall be irrevocable).
(d) Borrower's obligations to pay the principal of, and interest on, the Swing Line Loans shall be evidenced by the records of the Administrative Agent and the Swing Line Lender and by the Swing Line Note payable to the Swing Line Lender (or the assignor of such Swing Line Lender) completed in conformity with this Agreement.
(e) The outstanding principal amount under each Swing Line Loan shall be due and payable in full on the Maturity Date.
(f) At any time on the request of the Swing Line Lender, each Syndicated Lender other than the Swing Line Lender shall purchase a participating interest in all outstanding Swing Line Loans in an amount equal to its Pro Rata Share (based upon on its respective Syndicated Loan Commitment) of such Swing Line Loans, and the Swing Line Lender shall furnish each Syndicated Lender with a certificate evidencing such participating interest. Such purchase shall be made on the third Business Day after such request is made; provided, however, that unless an Event of Default has occurred and is continuing on the date such request is made, the purchase of a participating interest in any Swing Line Loan outstanding as a Swing Rate Advance shall not be required to be made until the expiration of the current interest period in effect for such Swing Line Loan. On the date of such required purchase, each Syndicated Lender 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 Syndicated Lender the funds for its participating interest in a Swing Line Loan, the Administrative Agent receives any payment on account thereof, the Administrative Agent will distribute to such Syndicated Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Syndicated Lender's participating interest was outstanding and funded); provided, however, that if such payment received by the Administrative Agent is required to be returned, such Syndicated Lender will return to the Administrative Agent any portion thereof previously distributed by the Administrative Agent to it. Each Syndicated Lender'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 setoff, counterclaim, recoupment, defense or other right that such Syndicated Lender 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 continuation of a Default or an Event of Default or the termination of any of the Commitments, (iii) any adverse change in the condition (financial or otherwise) of Borrower, any of its Consolidated Subsidiaries, or any other Person, (iv) any breach of this Agreement by Borrower, any other Borrower, or any other Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing; provided, however, that no such obligation shall exist (A) to the extent that the aggregate Swing Line Loans were advanced in excess of the Swing Line Commitment then in effect, or in excess of the limitation set forth in Section 2.01, or (B) with respect to any Swing Line Loan made where the Swing Line Lender actually advanced to finance Borrower net proceeds from the reimbursement Swing Line Loan (and therefore was not refunding a previous Swing Line Loan) at a time when (x) the Swing Line Lender had actual knowledge that an Event of an LC Disbursement as provided in Section 2.06(i)Default had occurred and then existed, by remittance and (y) the Required Lenders had not agreed to the Issuing Bank) by 3:00 p.m. on the requested date waive such Event of Default for purposes of funding such Swing Line Loan.
Appears in 1 contract
Swing Line Loans. (a) Subject to Upon the terms and subject to the conditions set forth hereinhereof, and in reliance upon the agreements representations and warranties herein set forth, NationsBank, N.A. ("NationsBank") agrees to make a loan or loans to the Borrowers (each a "Swing Line Loan" and collectively, the "Swing Line Loans"), which Swing Line Loans (i) shall accrue interest at the Prime Rate, plus the Additional Prime Rate Percentage or the Daily LIBOR Rate, plus the Additional LIBOR Rate Percentage, (ii) may be repaid and reborrowed in accordance with the provisions hereof; (iii) shall not exceed in aggregate principal amount at any time outstanding the amount of the other Lenders set forth Revolving Loan Committed Amount minus the aggregate principal amount of all Revolving Loans then outstanding; (iv) shall not exceed One Million Dollars ($1,000,000.00) in this Section 2.05, the aggregate principal amount at any time outstanding; and (v) shall not be made after NationsBank has received written notice from any Lender that a Default or Event of Default has occurred and is continuing. The Swing Line Lender Loans shall be evidenced by a Note in the form of Exhibit D attached hereto.
(b) On any Banking Day, NationsBank may, in its sole discretion, make Swing Line Loans in Dollars give notice to the Company from time to time on any Business Day during Agent and the Availability Period, in an aggregate principal amount at any time Lenders (other than NationsBank) that its outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans. All Swing Line Loans shall be ABR funded with a borrowing of Revolving Loans (provided that each such notice shall be deemed to have been automatically given upon the occurrence of an Event of Default), in which case a borrowing of Revolving Loans constituting Revolving Loans at the Prime Rate, plus the Additional Prime Rate Percentage or the Daily LIBOR Rate, plus the Additional LIBOR Percentage, shall be made on the immediately succeeding Banking Day by all of the Lenders ratably based upon each Lender's percentage of the Revolving Loans, and the proceeds thereof shall be applied directly to repay NationsBank for such outstanding Swing Line Loans. Immediately Each Lender hereby irrevocably agrees to make Revolving Loans upon one (1) Banking Day's notice in the making amount and in the manner specified in the preceding sentence and on the date specified in writing by the Agent notwithstanding (i) that the amount of such borrowing may not comply with the minimum borrowing amounts otherwise required hereunder, (ii) whether any conditions specified in Article VI are then satisfied, (iii) whether a Default or Event of Default has occurred and is continuing, and (iv) any reduction in the Revolving Loan Committed Amount after any such Swing Line LoanLoans were made. In the event that any borrowing pursuant to this Section 2.3 cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of any insolvency proceeding in respect of any Borrower), each Lender (other than NationsBank) hereby agrees that it shall forthwith purchase from NationsBank (without recourse or warranty) such assignment of the outstanding Swing Line Loans as shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from necessary to cause the Swing Line Lender a risk participation Lenders to share in such Swing Line Loans ratably based upon their respective percentages of the Revolving Loans, provided that all interest payable on the Swing Line Loans shall be for the account of NationsBank until the date the respective Revolving Loan in an amount equal is purchased and, to the product extent attributable to the purchased Revolving Loan, shall be payable to the Lender purchasing such Revolving Loan from and after such date of purchase.
(c) Whenever the Borrower desires to borrow a Swing Line Loan hereunder, it shall deliver to NationsBank irrevocable notice thereof (which notice may be in writing or by telecopy, telex or telegraph, or by telephone, if immediately confirmed in writing, substantially in the form of a Loan Notice) not later than 11:00 a.m., Eastern Time, on the proposed borrowing date. Such notice shall specify (i) the date of such Lender’s Applicable Percentage times borrowing and (ii) the amount of such the Swing Line Loan.
(b) To request a Swing Line Loan, the Company shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be a minimum of $50,000. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(i), by remittance to the Issuing Bank) by 3:00 p.m. on the requested date of such Swing Line Loan.
Appears in 1 contract
Samples: Financing and Security Agreement (Fti Consulting Inc)
Swing Line Loans. (a) Subject By telephonic notice to the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, the Swing Line Lender mayon or before 12:00 noon on a Business Day (followed (within one Business Day) by the delivery of a confirming Borrowing Request), in its sole discretion, make Swing Line Loans in Dollars to the Company may from time to time on any Business Day during the Availability Period, in an aggregate principal amount at any time outstanding irrevocably request that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that be made by the Swing Line Lender shall not be required to make a Swing Line Loan to refinance in an outstanding Swing Line Loan. Within the foregoing limits aggregate minimum principal amount of $500,000 and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loansan integral multiple of $100,000. All Swing Line Loans shall be ABR made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. Immediately upon The proceeds of each Swing Line Loan shall be made available by the making Swing Line Lender to the Company by wire transfer to the account the Company shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender.
(b) If (i) any Swing Line Loan shall be outstanding for more than four Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when the Company requests that a U.S. Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each U.S. Revolving Loan Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender, make a U.S. Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender's U.S. Revolving Loan Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding (such outstanding Swing Line Loans hereinafter referred to as the "Refunded Swing Line Loans"). On or before 11:00 a.m. on the first Business Day following receipt by each U.S. Revolving Loan Lender of a request to make U.S. Revolving Loans as provided in the preceding sentence, each U.S. Revolving Loan Lender shall deposit in an account specified by the Swing Line LoanLender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the U.S. Revolving Loan Lenders make the above referenced U.S. Revolving Loans, each the Swing Line Lender shall be deemed toto have made, and hereby irrevocably and unconditionally agrees to, purchase from in consideration of the making of the Refunded Swing Line Lender a risk participation in such Swing Line Loan Loans, U.S. Revolving Loans in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.
(b) To request a Swing Line Loan, Lender's U.S. Revolving Loan Percentage of the Company shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and aggregate principal amount of the requested Refunded Swing Line Loan, which shall be a minimum of $50,000Loans. The Administrative Agent will promptly advise Upon the Swing Line Lender of any such notice received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender making (oror deemed making, in the case of a the Swing Line Lender) of any U.S. Revolving Loans pursuant to this clause, the amount so funded shall become outstanding under such U.S. Revolving Loan Lender's U.S. Revolving Note and shall no longer be owed under the Swing Line Note. All interest payable with respect to any U.S. Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to finance this clause shall be appropriately adjusted to reflect the reimbursement period of an LC Disbursement as provided time during which the Swing Line Lender had outstanding Swing Line Loans in Section 2.06(i)respect of which such U.S. Revolving Loans were made. Each U.S. Revolving Loan Lender's obligation to make the U.S. Revolving Loans referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, by remittance to including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Issuing BankSwing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) by 3:00 p.m. on the requested date occurrence or continuance of such any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
Appears in 1 contract
Swing Line Loans. (a) Subject to the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05hereof, the Swing Line Lender may, in its sole discretion, agrees to make swing line loans (each a “Swing Line Loans in Dollars Loan” and, collectively, the “Swing Line Loans”) to the Company Borrower from time to time on any Business Day during the Availability Periodperiod from the Effective Date to the sixth Business Day preceding the Revolving Maturity Date, in an aggregate principal amount at any time outstanding provided that will not result in (i) immediately after making each Swing Line Loan, (A) the aggregate outstanding principal amount balance of outstanding the Swing Line Loans exceeding $25,000,000 or will not exceed the Swing Line Commitment and (B) the Aggregate Revolving Exposure will not exceed the Aggregate Revolving Commitment, (ii) prior thereto or simultaneously therewith the Dollar Amount Borrower shall have borrowed Revolving Loans, (iii) no Lender shall be in default of the total Revolving its obligations under this Agreement and (iv) no Credit Exposures exceeding the Aggregate Commitment; provided that Party shall have notified the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within and the foregoing limits and subject Borrower in writing at least one Business Day prior to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans. All Swing Line Loans shall be ABR Loans. Immediately upon the making of a Borrowing Date with respect to such Swing Line Loan, each Lender shall be deemed to, that the conditions set forth in Section 5.02 have not been satisfied and hereby irrevocably and unconditionally agrees to, purchase from such conditions remain unsatisfied as of the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to requested time of the product of such Lender’s Applicable Percentage times the amount of making such Swing Line Loan.
(b) To request a Swing Line Loan, the Company Borrower shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to and the Swing Line Lender by the delivery of a Credit Request, which shall be sent by facsimile and shall be irrevocable (confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Credit Request in a form approved by the Administrative Agent signed by the Borrower), no later than 11:00 a.m., on the requested Borrowing Date, specifying (i) the aggregate principal amount to be borrowed and (ii) the requested Borrowing Date. The Swing Line Lender will, subject to its determination that the terms and conditions of this Agreement have been satisfied, make the requested amount available promptly on that same day, to the Administrative Agent (for the account of the Borrower) who, thereupon, will promptly make such amount available to the Borrower by crediting the account of the Borrower pursuant to Section 2.04. Each Borrowing of a Swing Line Loan Notice. Each shall be in an aggregate principal amount equal to $100,000 or, if less, the unused portion of the Swing Line Commitment.
(c) The Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when any Lender shall be in default of its obligations under this Agreement unless arrangements to eliminate the Swing Line Lender’s risk with respect to such defaulting Lender’s participation in such Swing Line Loan Notice must be received shall have been made for the benefit of the Swing Line Lender and such arrangements are satisfactory to the Swing Line Lender. The Swing Line Lender will not make a Swing Line Loan if the Administrative Agent, or any Lender by notice to the Swing Line Lender and the Administrative Agent not Borrower no later than 1:00 p.m. on one Business Day prior to the day of a proposed Swing Line Loan. Each Borrowing Date with respect to such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall have determined that the conditions set forth in Section 5.02 have not been satisfied and such conditions remain unsatisfied as of the requested time of the making of such Swing Line Loan.
(d) Principal and accrued interest on each Swing Line Loan shall be a minimum of $50,000. The Administrative Agent will promptly advise due and payable on (i) demand made by the Swing Line Lender of any such time upon three Business Day’s prior notice received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available to the Company by means of Borrower (with a credit copy to the general deposit account of the Company with the Swing Line Lender Administrative Agent) at or before 12:00 noon, New York City time, and (or, ii) in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(i), by remittance to the Issuing Bank) by 3:00 p.m. any event on the requested earliest to occur of (A) the first Borrowing Date with respect to Revolving Loans to occur after the date of such Swing Line Loan, (B) the fifth Business Day prior to the Revolving Credit Commitment Termination Date, (C) the date on which the Swing Line Commitment shall have been terminated by the Borrower or the Swing Line Lender in accordance with Section 2.06, and (D) the date on which the Swing Line Loans shall become due and payable pursuant to the provisions hereof, whether by acceleration or otherwise.
(e) The Swing Line Lender, at any time and from time to time in its sole and absolute discretion may, on behalf or the Borrower (and the Borrower hereby irrevocably directs the Swing Line Lender to act on its behalf), on one Business Day’s notice given by the Swing Line Lender no later than 12:00 noon, New York City time, request each Lender to make, and each Lender hereby agrees to make, a Revolving Loan in an amount equal to such Lender’s Revolving Percentage of the aggregate amount of the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date of such notice, to repay the Swing Line Lender. Each Lender shall make the amount of such Revolving Loan available to the Administrative Agent in immediately available funds, not later than 10:00 a.m., New York City time, one Business Day after the date of such notice. The proceeds of such Revolving Loans shall be immediately made available by the Administrative Agent to the Swing Line Lender for application by the Swing Line Lender to the repayment of the Refunded Swing Line Loans. Such Revolving Loans shall be made notwithstanding the Borrower’s failure to comply with Section 5.02.
(f) If, prior to the time a Revolving Loan otherwise would have been made pursuant to Section 2.05(e), an Event of Default shall have occurred and be continuing with respect to the Borrower, or if for any other reason, as determined by the Swing Line Lender in its sole discretion, Revolving Loans may not be made as contemplated by Section 2.05(e), each Lender, on the date such Revolving Loans were to have been made pursuant to the notice referred to in Section 2.05(e), shall purchase unconditionally, irrevocably, and severally from the Swing Line Lender a participation in the outstanding Swing Line Loans (including accrued interest thereon) in an amount equal to the product of its Commitment Percentage and the outstanding amount of the Swing Line Loans (the “Swing Line Participation Amount”). Each Lender shall also be liable for an amount equal to the product of its Commitment Percentage and any amounts paid by the Borrower pursuant to this Section 2.05(f) that are subsequently rescinded or avoided, or must otherwise be restored or returned. Such liabilities shall be unconditional and without regard to the occurrence of any Default or the compliance by the Borrower with any of its obligations under the Loan Documents. In furtherance of this subsection, upon each receipt by a Lender of notice of an Event of Default from the Administrative Agent, such Lender shall promptly make available to the Administrative Agent for the account of the Swing Line Lender its Swing Line Participation Amount, in lawful money of the United States and in immediately available funds. The Administrative Agent shall deliver the payments made by each Lender pursuant to the immediately preceding sentence to the Swing Line Lender promptly upon receipt thereof in like funds as received. If a Lender does not make its Swing Line Participation Amount so available, such Lender shall be required to pay interest to the Administrative Agent for the account of the Swing Line Lender from the date such amount was due until paid in full, on the unpaid portion thereof, at the rate set forth in Section 2.04(b), payable upon demand by the Swing Line Lender. The Administrative Agent shall distribute such interest payments to the Swing Line Lender upon receipt thereof in like funds as received. Whenever the Administrative Agent is reimbursed by the Borrower, for the account of the Swing Line Lender, for any payment in connection with Swing Line Loans and such payment relates to an amount previously paid by a Lender pursuant to this Section, the Administrative Agent will promptly pay over such payment to such Lender.
Appears in 1 contract
Swing Line Loans. (a) Subject Swing Line Loans shall be made in U.S. Dollars in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount.
(b) Whenever the Company desires that the Swing Line Lender make a Swing Line Loan, the Company shall deliver to the terms and conditions set forth Administrative Agent a Notice of Borrowing no later than 3:00 P.M. (New York City time) on the proposed date of the making of such Swing Line Loan.
(c) The Swing Line Lender shall make the amount of its Swing Line Loan available to the Administrative Agent not later than 4:00 P.M., New York City time, on the applicable date of the making of such Swing Line Loan by wire transfer of same day funds in U.S. Dollars, at the Administrative Agent’s Principal Office. Except as provided herein, in reliance upon the agreements satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of such Swing Line Loans available to the Company on the applicable date of the making of such Swing Line Loan by causing an amount of same day funds in U.S. Dollars equal to the proceeds of all such Swing Line Loans received by the Administrative Agent from the Swing Line Lender to be credited to the account of the Company at the Administrative Agent’s Principal Office, or to such other Lenders set forth account as may be designated in this writing to the Administrative Agent by the Company.
(d) With respect to any Swing Line Loans which have not been voluntarily prepaid by the Company pursuant to Section 2.056.2.1 or repaid by the Company pursuant to Section 6.4(b), the Swing Line Lender may, may at any time in its sole and absolute discretion, make deliver to the Administrative Agent (with a copy to the Company), no later than 11:00 A.M., New York City time, at least one Business Day in advance of the proposed date of the making of such Refunded Swing Line Loans in Dollars (as defined below), a notice (which shall be deemed to be a Notice of Borrowing given by the Company) requesting that each Revolving Lender make Revolving Loans that are Base Rate Loans to the Company from time to time on any Business Day during the Availability Period, such date in an aggregate principal amount at any time outstanding that will not result in (i) equal to the aggregate principal amount of outstanding such Swing Line Loans exceeding $25,000,000 or (iithe “Refunded Swing Line Loans”) outstanding on the date such notice is given which the Swing Line Lender requests Revolving Lenders to prepay. Anything contained in this Agreement to the contrary notwithstanding, (1) the Dollar Amount proceeds of such Revolving Loans made by the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that Lenders other than the Swing Line Lender shall not be required immediately delivered by the Administrative Agent to make a the Swing Line Loan Lender (and not to refinance an outstanding the Company) and applied to repay a corresponding portion of the Refunded Swing Line Loan. Within Loans and (2) on the foregoing limits and subject to the terms and conditions set forth hereinday such Revolving Loans are made, the Company may borrow, prepay and reborrow Swing Line Loans. All Lender’s Pro Rata Share of the Refunded Swing Line Loans shall be ABR deemed to be paid with the proceeds of a Revolving Loan made by the Swing Line Lender to the Company, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans of the Swing Line Lender but shall instead constitute part of the Swing Line Lender’s outstanding Revolving Loans to the Company. The Company hereby authorizes the Administrative Agent and the Swing Line Lender to charge the Company’s accounts with the Administrative Agent and the Swing Line Lender (up to the amount available in each such account) in order to immediately pay the Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of such Revolving Loans made by Lenders, including the Revolving Loans deemed to be made by the Swing Line Lender, are not sufficient to repay in full the Refunded Swing Line Loans. Immediately upon If any portion of any such amount paid (or deemed to be paid) to the making of a Swing Line LoanLender should be recovered by or on behalf of the Company from the Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Revolving Lenders in the manner contemplated by Section 7.5.
(e) If for any reason Revolving Loans are not made hereunder in an amount sufficient to repay any amounts owed to the Swing Line Lender in respect of any outstanding Swing Line Loans on or before the third Business Day after demand for payment thereof by the Swing Line Lender, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender have purchased a risk participation in such outstanding Swing Line Loan Loans, and in an amount equal to its Pro Rata Share of the product of such Lender’s Applicable Percentage times applicable unpaid amount together with accrued interest thereon. Upon one Business Days’ notice from the amount of such Swing Line Loan.
(b) To request a Swing Line LoanLender, the Company each Revolving Lender shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery deliver to the Swing Line Lender an amount equal to its respective participation in the applicable unpaid amount in same day funds at the Principal Office of a the Swing Line Loan NoticeLender. Each In order to evidence such participation each Revolving Lender agrees to enter into a participation agreement at the request of the Swing Line Loan Notice must Lender in form and substance reasonably satisfactory to the Swing Line Lender. In the event any Revolving Lender fails to make available to the Swing Line Lender the amount of such Revolving Lender’s participation as provided in this paragraph, the Swing Line Lender shall be received entitled to recover such amount on demand from such Revolving Lender together with interest thereon for three Business Days at the rate customarily used by the Swing Line Lender for the correction of errors among banks and thereafter at the Administrative Agent not later than 1:00 p.m. on Base Rate, as applicable.
(f) Notwithstanding anything contained herein to the day contrary, each Revolving Lender’s obligation to make Revolving Loans for the purpose of a proposed repaying any Swing Line Loan. Each such notice Loans pursuant to the second preceding paragraph and each Revolving Lender’s obligation to purchase a participation in any unpaid Swing Line Loans pursuant to the immediately preceding paragraph shall be irrevocable absolute and unconditional and shall specify the requested date not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be a minimum of $50,000. The Administrative Agent will promptly advise such Lender may have against the Swing Line Lender Lender, any Loan Party or any other Person for any reason whatsoever; (B) the occurrence or continuation of an Unmatured Event of Default or Event of Default; (C) (i) a material adverse change in, or a material adverse effect upon, the financial condition, operations, assets, business, properties or prospects of the Loan Parties taken as a whole, (ii) a material impairment of the ability of any such notice received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available Party to the Company by means of a credit to the general deposit account perform any of the Company with Obligations under any Loan Document or (iii) a material adverse effect upon the Swing Line Lender legality, validity, binding effect or enforceability against any Loan Party of any Loan Document; (orD) any breach of this Agreement or any other Loan Document by any party thereto; or (E) any other circumstance, in happening or event whatsoever, whether or not similar to any of the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(i), by remittance to the Issuing Bank) by 3:00 p.m. on the requested date of such Swing Line Loanforegoing.
Appears in 1 contract
Samples: Credit Agreement (Centene Corp)
Swing Line Loans. (a) Subject By telephonic notice, promptly followed (within one Business Day) by the delivery of a confirming Borrowing Request, to the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, the Swing Line Lender mayon or before 1:00 p.m., in its sole discretionNew York City time, make on the Business Day the proposed Swing Line Loans in Dollars Loan is to be made, the Company Borrower may from time to time irrevocably request that a Swing Line Loan be made by the Swing Line Lender in a minimum principal amount of $50,000 or any larger integral multiple of $10,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender, by 2:00 p.m., New York City time, on any the Business Day during telephonic notice is received by it as provided in this clause (a), to the Availability Period, Borrower by wire transfer to the account the Borrower shall have specified in an aggregate principal amount at any time outstanding that will not result in its notice therefor.
(b) If (i) any Swing Line Loan shall be outstanding for more than four Business Days or (ii) any Default shall occur and be continuing, each Lender with a Revolving Loan Commitment (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender and upon notice from the Administrative Agent, unless such Swing Line Loan shall have been earlier repaid, make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender's Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding (such outstanding Swing Line Loans exceeding $25,000,000 or (ii) hereinafter referred to as the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment"REFUNDED SWING LINE LOANS"); provided provided, that the Swing Line Lender shall not be required to make request, and no Lender with a Revolving Loan Commitment shall make, any Refunded Swing Line Loan if, after giving effect to refinance an outstanding the making of such Refunded Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrowsum of all Swing Line Loans and Revolving Loans made by such Lender, prepay plus such Lender's Percentage of the aggregate amount of all Letter of Credit Outstandings, would exceed such Lender's Percentage of the then existing Revolving Loan Commitment Amount. On or before 12:00 noon (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each such Lender with a Revolving Loan Commitment shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and reborrow such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. All At the time the aforementioned Lenders make the above referenced Revolving Loans, the Swing Line Loans shall be ABR Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed toto have made, and hereby irrevocably and unconditionally agrees to, purchase from in consideration of the making of the Refunded Swing Line Lender Loans, a risk participation in such Swing Line Revolving Loan in an amount equal to the product Swing Line Lender's Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clause (b), the amount so funded shall become outstanding under such Lender's Revolving Note and shall no longer be owed under the Swing Line Note. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause (b) shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender's obligation (in the case of Lenders with a Revolving Loan Commitment) to make the Revolving Loans referred to in this clause (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 may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) the acceleration or maturity of any Loans or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of this Agreement or any other Loan Document by the Borrower or any Lender; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
(c) In the event that the Borrower or any other Obligor is subject to any bankruptcy or insolvency proceedings as provided in SECTION 8.1.9, or if for any other reason Revolving Loans cannot be made or are unavailable, each Lender with a Revolving Loan Commitment shall acquire without recourse or warranty an undivided participation interest equal to such Lender's Percentage of any Swing Line Loan otherwise required to be repaid by such Lender pursuant to the preceding clause by paying to the Swing Line Lender on the date on which such Lender would otherwise have been required to make a Revolving Loan in respect of such Swing Line Loan pursuant to the preceding clause, in same day funds, an amount equal to such Lender’s Applicable 's Percentage times the amount of such Swing Line Loan.
(b) To request a Swing Line Loan, and no Revolving Loans shall be made by such Lender pursuant to the Company shall notify preceding clause. From and after the Administrative Agent of such request (i) by telephone or (ii) by date on which any Lender purchases an undivided participation interest in a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery pursuant to this clause, the Swing Line Lender shall distribute to such Lender (appropriately adjusted, in the case of a Swing Line Loan Notice. Each interest payments, to reflect the period of time during which such Lender's participation interest is outstanding and funded) its ratable amount of all payments of principal and interest in respect of such Swing Line Loan Notice must be in like funds as received; provided however, that in the event such payment received by the Swing Line Lender and is required to be returned to the Administrative Agent not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each Borrower, such notice Lender shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be a minimum of $50,000. The Administrative Agent will promptly advise return to the Swing Line Lender the portion of any amounts which such notice Lender had received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(i), by remittance to the Issuing Bank) by 3:00 p.m. on the requested date of such Swing Line Loanlike funds.
Appears in 1 contract
Samples: Credit Agreement (Wilson Greatbatch Technologies Inc)
Swing Line Loans. (a) Subject By telephonic notice to the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, the Swing Line Lender mayon or before 2:00 p.m., in its sole discretionDenver time, make on the Business Day the proposed Swing Line Loans in Dollars Loan is to be made, promptly followed (within one Business Day) by the delivery of a confirming Borrowing Request to the Company Swing Line Lender, the Borrower may from time to time on any Business Day during the Availability Period, in an aggregate principal amount at any time outstanding irrevocably request that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding be made by the Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line LoansLender. All Swing Line Loans shall be ABR made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender, by 4:00 p.m., Denver time, on the Business Day telephonic notice is received by it as provided in this clause (a), to the Borrower by wire transfer to the account the Borrower shall have specified in its notice therefor.
(b) Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable 's Percentage times the amount such Swing Line Loan. If the Borrower has not repaid in full the principal amount of each Swing Line Loan when due in accordance with Section 3.1.1, then each Lender with a Revolving Loan Commitment (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender and upon notice from the Administrative Agent, unless such Swing Line Loan shall have been earlier repaid, make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender's Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding (such outstanding Swing Line Loans hereinafter referred to as the "Refunded Swing Line Loans"); provided, that the Swing Line Lender shall not request, and no Lender shall make, any Refunded Swing Line Loan if, after giving effect to the making of such Refunded Swing Line Loan, the sum of all Swing Line Loans and Revolving Loans made by such Lender, plus such Lender's Percentage of the aggregate amount of all Letter of Credit Outstandings, would exceed such Lender's Percentage of the then existing Revolving Loan Commitment Amount. On or before 2:00 p.m. (Denver time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each Lender shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the aforementioned Lenders make the above referenced Revolving Loans, the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, a Revolving Loan in an amount equal to the Swing Line Lender's Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this clause (b), the amount so funded shall become outstanding under such Lender's Revolving Note and shall no longer be owed under the Swing Line Note. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause (b) shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender's obligation to make the Revolving Loans referred to in this clause (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 may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) the acceleration or maturity of any Loans or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of this Agreement or any other Loan Document by the Borrower or any Lender; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
(c) In the event that the Borrower or any other Obligor is subject to any bankruptcy or insolvency proceedings as provided in Section 8.1.9, or if for any other reason Revolving Loans cannot be made or are unavailable, each Lender shall fund its risk participation interest in the relevant Swing Line Loan otherwise required to be repaid by such Lender pursuant to the preceding clause by paying to the Swing Line Lender on the date on which such Lender would otherwise have been required to make a Revolving Loan in respect of such Swing Line Loan pursuant to the preceding clause, in same day funds, an amount equal to such Lender's Percentage of such Swing Line Loan.
(b) To request a Swing Line Loan, and no Revolving Loans shall be made by such Lender pursuant to the Company shall notify preceding clause. From and after the Administrative Agent of such request (i) by telephone or (ii) by date on which any Lender funds its risk participation interest in a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery pursuant to this clause, the Swing Line Lender shall distribute to such Lender (appropriately adjusted, in the case of a Swing Line Loan Notice. Each interest payments, to reflect the period of time during which such Lender's participation interest is outstanding and funded) its ratable amount of all payments of principal and interest in respect of such Swing Line Loan Notice must be in like funds as received; provided, however, that in the event such payment received by the Swing Line Lender and is required to be returned to the Administrative Agent not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each Borrower, such notice Lender shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be a minimum of $50,000. The Administrative Agent will promptly advise return to the Swing Line Lender the portion of any amounts which such notice Lender had received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(i), by remittance to the Issuing Bank) by 3:00 p.m. on the requested date of such Swing Line Loanlike funds.
Appears in 1 contract
Swing Line Loans. (a) Subject to By telephonic notice, promptly followed (within one Business Day) by the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, the Swing Line Lender may, in its sole discretion, make Swing Line Loans in Dollars to the Company from time to time on any Business Day during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans. All Swing Line Loans shall be ABR Loans. Immediately upon the making delivery of a Swing Line Loanconfirming Borrowing Request, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.
(b) To request a Swing Line Loan, the Company shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on or before 10:00 a.m., Designated City time, on the day of a Business Day the proposed Swing Line LoanLoan is to be made, the Borrower may from time to time irrevocably request that a Swing Line Loan be made by the Swing Line Lender in a minimum principal amount of $500,000 or any larger integral multiple of $100,000. Each such notice All Swing Line Loans shall be irrevocable made as Base Rate Loans and shall specify not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the requested date Swing Line Lender, by 3:00 p.m., Designated City time, on the Business Day telephonic notice is received by it as provided in this clause (a), to the Borrower by wire transfer to the account the Borrower shall have specified in its notice therefor.
(b) If (i) any Swing Line Loan shall be outstanding for more than four Business Days or (ii) any Default shall occur and be continuing, each Lender with a Revolving Loan Commitment (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender and upon notice from the Administrative Agent, unless such Swing Line Loan shall have been earlier repaid in full, make a Revolving Loan (which shall initially be funded as a Business DayBase Rate Loan) and in an amount equal to such Lender's Percentage in respect of the Revolving Loan Commitments of the aggregate principal amount of all such Swing Line Loans then outstanding (such outstanding Swing Line Loans hereinafter referred to as the requested "Refunded Swing Line Loans"); provided, that the Swing Line Lender shall not request, and no Lender with a Revolving Loan Commitment shall make, any Refunded Swing Line Loan if, after giving effect to the making of such Refunded Swing Line Loan, which the sum of all Swing Line Loans and Revolving Loans made by such Lender, plus such Lender's Percentage in respect of the Revolving Loan Commitments of the aggregate amount of all Letter of Credit Outstandings, would exceed such Lender's Percentage of the then existing Revolving Loan Commitment Amount. On or before 12:00 p.m., Designated City time, on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each such Lender with a Revolving Loan Commitment shall be a minimum of $50,000. The Administrative Agent will promptly advise deposit in an account specified by the Swing Line Lender of any the amount so requested in same day funds and such notice received from funds shall be applied by the CompanySwing Line Lender to repay the Refunded Swing Line Loans. The At the time the aforementioned Lenders make the above referenced Revolving Loans, the Swing Line Lender shall makebe deemed to have made, in its sole discretion, each consideration of the making of the Refunded Swing Line Loans, a Revolving Loan available in an amount equal to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender Lender's Percentage in respect of the Revolving Loan Commitments of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (oror deemed making, in the case of a the Swing Line Loan made Lender) of any Revolving Loans pursuant to finance the reimbursement of an LC Disbursement as provided in Section 2.06(ithis clause (b), by remittance the amount so funded shall become outstanding as a Revolving Loan of such Lender and to the Issuing Bankextent to made (or deemed made, in the case of the Swing Line Lender) by 3:00 p.m. on shall no longer constitute a portion of the requested date of such applicable Swing Line Loan. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause (b) shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender's obligation (in the case of Lenders with a Revolving Loan Commitment) to make the Revolving Loans referred to in this clause (b) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any other Obligor; (iv) the acceleration or maturity of any Loans or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of this Agreement or any other Loan Document by the Borrower or any Lender; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
Appears in 1 contract
Samples: Credit Agreement (Charles River Laboratories International Inc)
Swing Line Loans. (a) Subject By telephonic notice, promptly followed (within one Business Day) by the delivery of a confirming Borrowing Request, to the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, the Swing Line Lender mayand the Administrative Agent on or before 2:00 p.m., in its sole discretionNew York time, make on the Business Day the proposed Swing Line Loans in Dollars Loan is to be made, the Company Borrower may from time to time irrevocably request that a Swing Line Loan be made by the Swing Line Lender in a minimum principal amount of $500,000 or any larger integral multiple of $100,000. All Swing Line Loans shall be made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender, by 3:00 p.m., New York time, on any the Business Day during telephonic notice is received by it as provided in this clause (a), to the Availability Period, Borrower by wire transfer to the account the Borrower shall have specified in an aggregate principal amount at any time outstanding that will not result in its notice therefor.
(b) If (i) any Swing Line Loan shall be outstanding for more than four Business Days or (ii) any Default shall occur and be continuing, each Lender with a Revolving Loan Commitment (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender and upon notice from the Administrative Agent, unless such Swing Line Loan shall have been earlier repaid in full, make a Revolving Loan (which shall initially be funded as a Base Rate Loan) (each such Revolving Loan, a "Swing Line Refunding Loan") in an amount equal to such Lender's Percentage in respect of the Revolving Loan Commitments of the aggregate principal amount of all such Swing Line Loans then outstanding (such outstanding Swing Line Loans exceeding $25,000,000 or (ii) hereinafter referred to as the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment"Refunded Swing Line Loans"); provided that the Swing Line Lender shall not be required request, and no Lender with a Revolving Loan Commitment shall make, any Swing Line Refunding Loan if, after giving effect to the making of such Swing Line Refunding Loan, the sum of all Swing Line Loans and Revolving Loans made by such Lender, plus such Lender's Percentage in respect of the Revolving Loan Commitments of the aggregate amount of all Letter of Credit Outstandings, would exceed such Lender's Percentage of the then existing Revolving Loan Commitment Amount. On or before 12:00 p.m., New York time on the first Business Day following receipt by each Lender with a Revolving Loan Commitment of a request to make a Swing Line Refunding Loans as provided in the preceding sentence, each such Lender with a Revolving Loan to refinance Commitment shall deposit in an outstanding account specified by the Swing Line Loan. Within Lender the foregoing limits amount so requested in same day funds and subject such funds shall be applied by the Swing Line Lender to repay the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Refunded Swing Line Loans. All At the time the aforementioned Lenders make the above referenced Swing Line Loans shall be ABR Refunding Loans. Immediately upon , the making of a Swing Line Loan, each Lender shall be deemed toto have made, and hereby irrevocably and unconditionally agrees to, purchase from in consideration of the making of the Refunded Swing Line Lender Loans, a risk participation in such Swing Line Refunding Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.
(b) To request a Swing Line Loan, Lender's Percentage in respect of the Company shall notify Revolving Loan Commitments of the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and aggregate principal amount of the requested Refunded Swing Line Loan, which shall be a minimum of $50,000Loans. The Administrative Agent will promptly advise Upon the Swing Line Lender of any such notice received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender making (oror deemed making, in the case of a the Swing Line Lender) of any Swing Line Refunding Loan made pursuant to finance the reimbursement of an LC Disbursement as provided in Section 2.06(ithis clause (b), by remittance the amount so funded shall become outstanding as a Revolving Loan of such Lender and to the Issuing Bankextent to made (or deemed made, in the case of the Swing Line Lender) by 3:00 p.m. on shall no longer constitute a portion of the requested date applicable Swing Line Loan. All interest payable with respect to any Swing Line Refunding Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause (b) shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Swing Line Refunding Loans were made. Each Lender's obligation (in the case of Lenders with a Revolving Loan Commitment) to make the Swing Line Refunding Loans referred to in this clause (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 may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any other Obligor; (iv) the acceleration or maturity of any Loans or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of this Agreement or any other Loan Document by the Borrower or any Lender; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
Appears in 1 contract
Swing Line Loans. (a) Subject to the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, the Swing Line Lender may, in its sole discretion, make Swing Line Loans in Dollars to the Company from time to time on any Business Day during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans. All Swing Line Loans shall be ABR Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.
(b) To request a Swing Line Loan, the Company Borrower Agent shall notify deliver, by hand delivery, email through a “pdf” copy or facsimile transmission (or transmit by other electronic transmission if arrangements for doing so have been approved in writing by the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to and the Swing Line Lender 46 AMERICAS 94977503 Lender), a duly completed and executed Notice of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by Borrowing to the Administrative Agent and the Swing Line Lender and Lender, not later than 12:00 noon, New York City time (or such later time as the Administrative Agent not later than 1:00 p.m. may agree in its sole discretion), on the day Business Day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and the amount of the requested Swing Line Loan, which . Each Swing Line Loan shall be an ABR Loan (and may not be converted into a minimum of $50,000. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the CompanyEurodollar Loan). The Swing Line Lender shall make, in its sole discretion, make each Swing Line Loan available to the Company relevant Borrower by means of a credit to the general deposit account of the Company relevant Borrower with the Swing Line Lender Lender, if any, or otherwise to an account as directed by the Borrower Agent in the applicable Notice of Borrowing (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(i)expressly permitted herein, by remittance to the Issuing Bank) ). The Swing Line Lender shall endeavor to fund each Swing Line Loan by 3:00 p.m. p.m., New York City time and shall in all events fund each Swing Line Loan validly requested in accordance with the terms hereof by no later than 5:00 p.m., New York City time, on the requested date of such Swing Line Loan. The Borrower Agent shall not request a Swing Line Loan if at the time of or immediately after giving effect to the Borrowing contemplated by such request a Default or Event of Default has occurred and is continuing or would immediately thereafter result therefrom. Swing Line Loans shall be made in minimum amounts of $100,000 and integral multiples of $100,000 above such amount. Without in any way limiting the obligation of the Borrower Agent to confirm in writing any telephonic notice of any Borrowing or prepayment of Swing Line Loans, the Administrative Agent or the Swing Line Lender, as the case may be, may act without liability upon the basis of telephonic notice of such Borrowing or prepayment, as the case may be, believed by the Administrative Agent or the Swing Line Lender, as the case may be, in good faith to be from a Responsible Officer of the Borrower Agent, prior to receipt of written confirmation. In each such case, the Borrowers hereby waive the right to dispute the Administrative Agent’s or the Swing Line Lender’s record of the terms of such telephonic notice of such Borrowing or prepayment of Swing Line Loans, as the case may be, absent manifest error.
Appears in 1 contract
Swing Line Loans. (a) Subject to the terms and conditions set forth herein, in reliance hereof and relying upon the agreements representations and warranties herein set forth, and in order to minimize the transfer of funds between Lenders and Administrative Agent for administrative convenience, PNC may make available to Borrowers, at its option, cancelable at any time for any reason whatsoever, Swing Line Loans at any time or from time to time after the date hereof to, but not including, the expiration of the other Lenders set forth in this Section 2.05Term; provided, the however that PNC will not be required to make any Swing Line Lender mayLoan to the extent that (i) such Swing Line Loan would then cause the sum of the outstanding Advances to exceed the lesser of (x) the Maximum Revolving Advance Amount or (y) the Formula Amount, or (ii) the maximum amount of all outstanding Swing Line Loans exceeds $10,000,000 in its sole discretionthe aggregate at any time. To the extent that Borrowing Agent requests a Revolving Advance at any time and to the extent that Borrowers are entitled to obtain a Revolving Advance from Lenders under the terms and conditions of this Agreement, PNC may elect to provide all or a portion of such Revolving Advances in the form of Swing Line Loans in accordance with the terms hereof. The making of Swing Line Loans by PNC from time to time shall not create any duty or obligation, or establish any course of conduct pursuant to which PNC shall thereafter be obligated to make Swing Line Loans in Dollars to the Company from time to time on any Business Day during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loansfuture. All Swing Line Loans shall be ABR Loans. Immediately upon evidenced by a secured promissory note (the making of a “Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Note”) substantially in the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loanform attached hereto as Exhibit 2.4(a).
(b) To Borrowers may from time to time prior to the expiration of the Term request a PNC to make Swing Line Loan, the Company shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly Loans by delivery to the Swing Line Lender PNC, by Borrowing Agent, not later than 11:00 a.m. (New York time) on a Business Day of a Swing Line Loan NoticeBorrower’s request therefor in writing or by telephone immediately confirmed in writing by letter, facsimile or telex, it being understood that PNC may rely on the authority of any individual making such a telephonic request without the necessity of receipt of such written confirmation. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each such notice request shall be irrevocable and shall specify the requested proposed borrowing date (which shall be a Business Day) and the principal amount of the requested such Swing Line Loan, which shall be a minimum of not less than $50,000. The Administrative Agent will promptly advise Each Swing Line Request shall be deemed a representation by Borrowers that Borrowers have satisfied all of the conditions for the Swing Line Lender of any such notice received from the Company. The Swing Line Lender shall make, Loan so requested set forth in its sole discretion, each Swing Line Loan available to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(i), by remittance to the Issuing Bank) by 3:00 p.m. on the requested date of such Swing Line Loanthis Agreement.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Comforce Corp)
Swing Line Loans. (a) Subject During the Revolving Commitment Period, subject to the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05Credit Agreement, the Swing Line Lender may, in its sole discretion, agrees to make Swing Line Loans in Dollars to the Company Borrower as the Borrower may from time to time on any Business Day during request for the Availability Periodpurposes permitted hereby; provided, in an aggregate principal amount at any time outstanding however, that will not result in (i) the aggregate principal amount of all outstanding Swing Line Loans exceeding $25,000,000 or shall not exceed the Swing Line Sublimit, (ii) the Dollar Amount Loans of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that the Swing Line each Lender shall not be required to make exceed such Lender's Revolving Commitment and (iii) the Loans of all Lenders shall not exceed the Aggregate Revolving Committed Amount at any time. This is a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and revolving credit and, subject to the foregoing and the other terms and conditions set forth hereinhereof, the Company Borrower may borrow, prepay and reborrow Swing Line Loans. All Loans as set forth herein without premium or penalty; provided, however, that Swing Line Lender may terminate or suspend the Swing Line at any time in its sole discretion upon notice to the Borrower. Each Swing Line Loan shall bear interest at a rate equal to the rate applicable to Prime Rate Loans or at a rate quoted by the Agent and agreed to by the Borrower.
(b) Unless notified to the contrary by Swing Line Lender, the Borrower may irrevocably request a Swing Line Loan upon notice to the Swing Line Lender. There is no minimum borrowing amount for a Swing Line Loan. Each such request for a Swing Line Loan shall constitute a representation and warranty by the Borrower that the conditions set forth in Section 5.2 are satisfied. Promptly after receipt of such request, the Swing Line Lender shall obtain telephonic verification from the Agent that such Swing Line Loan is permitted hereunder. Upon receiving such verification, the Swing Line Lender shall make such Swing Line Loan available to the Borrower. Without the consent of Required Lenders and the Swing Line Lender, no Swing Line Loan shall be ABR Loansmade during the continuation of a Default or Event of Default. Immediately upon Upon the making of a each Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase to have purchased from the Swing Line Lender a risk participation in such Swing Line Loan therein in an amount equal to the product of such that Lender’s Applicable 's Commitment Percentage times the amount of such the Swing Line Loan.
(bc) To Each Swing Line Loan shall bear interest at a fluctuating rate per annum equal to the rate of interest payable on Prime Rate Loans or at the rate quoted by the Agent and agreed to by the Borrower and interest shall be payable upon demand of the Swing Line Lender, on the last day of each month and on the Revolving Termination Date. The Swing Line Lender shall be responsible for invoicing the Borrower (or notifying the Agent to so invoice the Borrower) for such interest. The interest payable on Swing Line Loans is solely for the account of the Swing Line Lender, except following any funding of a risk participation under clause (f) below.
(d) The Borrower shall repay each Swing Line Loan on the earliest of (i) upon demand made by Swing Line Lender and (ii) the Revolving Termination Date. The Borrower shall repay the principal amount of each Swing Line Loan by payment directly to Swing Line Lender or by Swing Line Lender debiting the Borrower's deposit account at Swing Line Lender not later than 10:00 a.m. (Milwaukee, Wisconsin time) for payments hereunder. If the conditions precedent set forth in Section 5.2 can be satisfied, the Borrower may request a Revolving Loan to repay Swing Line Lender, or, failing to make such request, the Borrower shall be deemed to have requested a Revolving Loan of Prime Rate Loans on such payment date pursuant to subsection (f) below. Swing Line Lender shall promptly notify the Agent of each Swing Line Loan and each payment thereof.
(e) If the Borrower fails to timely make any principal or interest payment on any Swing Line Loan, Swing Line Lender shall notify the Agent of such fact and the unpaid amount. The Agent shall promptly notify each Lender of its pro rata share of such amount by 11:00 a.m. (Milwaukee, Wisconsin time). Each Lender shall make funds in an amount equal to its pro rata share of such amount available to the Agent at the Agent's payment office not later than the 2:00 p.m. (Milwaukee, Wisconsin time) for payments hereunder on the same Business Day. The obligation of each Lender to make such payment shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence or event. Any such payment shall not relieve or otherwise impair the obligation of the Borrower to repay the Swing Line Lender for any amount of Swing Line Loans, together with interest as provided herein.
(f) If the conditions precedent set forth in Section 5.2 can be satisfied on any date the Borrower is obligated to, but fails to, repay a Swing Line Loan, the Company shall notify the Administrative Agent of such request (i) funding by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery Lenders pursuant to the Swing Line previous subsection shall be deemed to be a borrowing of Prime Rate Loans (without regard to the minimum amount therefor) deemed requested by the Borrower. If the conditions precedent set forth in Section 5.2 cannot be satisfied on the date the Borrower is obligated to make, but fails to make, such payment, the funding by Lenders pursuant to the previous subsection shall be deemed to be a funding by each Lender of a Swing Line Loan Notice. Each its participation in such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which and each Lender making such funding shall be thereupon acquire a minimum pro rata participation, to the extent of $50,000. The Administrative Agent will promptly advise its payment, in the claim of Swing Line Lender against the Borrower in respect of any such notice received from the Company. The Swing Line Lender payment and shall makeshare, in accordance with that pro rata participation, in any payment made by the Borrower with respect to such claim. Any amounts made available by a Lender under its sole discretionrisk participation shall be payable by the Borrower upon demand of the Agent, each Swing Line Loan available and shall bear interest at a rate per annum equal to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(i), by remittance to the Issuing Bank) by 3:00 p.m. on the requested date of such Swing Line LoanPrime Rate plus 2% per annum.
Appears in 1 contract
Swing Line Loans. (a) Subject to the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, the The U.S. Swing Line Lender may, at any time in its sole discretionand absolute discretion (but at least once per week) may request, make Swing Line Loans in Dollars to the Company from time to time on any Business Day during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount behalf of the total Revolving Credit Exposures exceeding Specified U.S. Borrower (which hereby irrevocably authorizes the Aggregate Commitment; provided that the U.S. Swing Line Lender shall not be required to so request on its behalf), that each U.S. Appropriate Lender make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans. All Swing Line Loans shall be ABR Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Base Rate Loan in an amount equal to the product sum of such Lender’s Applicable Percentage times of the amount of such U.S. Swing Line Loan.
(b) To request a Loans then outstanding and any Defaulting Lender’s Applicable Percentage of such U.S. Swing Line LoanLoans that has been reallocated to such Lender pursuant to Section 2.04(A)(b). Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the Company minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the U.S. Revolving Credit Facility and the conditions set forth in Section 4.02. The U.S. Swing Line Lender shall notify furnish the Specified U.S. Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each U.S. Appropriate Lender shall make an amount equal to the sum of such Lender’s Applicable Percentage of the amount specified in such Committed Loan Notice and any Defaulting Lender’s Applicable Percentage of such amount that has been reallocated to such Lender pursuant to Section 2.04(A)(b) available to the Administrative Agent in immediately available funds for the account of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the U.S. Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and at the Administrative Agent Agent’s Office not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each specified in such notice Committed Loan Notice, whereupon, subject to Section 2.04(A)(c)(ii), each U.S. Appropriate Lender that so makes funds available shall be irrevocable and shall specify deemed to have made a Base Rate Loan to the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be a minimum of $50,000Specified U.S. Borrower in such amount. The Administrative Agent will promptly advise shall remit the funds so received to the U.S. Swing Line Lender of any such notice received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(i), by remittance to the Issuing Bank) by 3:00 p.m. on the requested date of such Swing Line LoanLender.
Appears in 1 contract
Swing Line Loans. (a) Subject Swing Line Loans shall be made in U.S. Dollars in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount.
(b) Whenever the Company desires that the Swing Line Lender make a Swing Line Loan, the Company shall deliver to the terms and conditions set forth Administrative Agent a Notice of Borrowing no later than 3:00 P.M. (New York City time) on the proposed date of the making of such Swing Line Loan.
(c) The Swing Line Lender shall make the amount of its Swing Line Loan available to the Administrative Agent not later than 4:00 P.M., New York City time, on the applicable date of the making of such Swing Line Loan by wire transfer of same day funds in U.S. Dollars, at the Administrative Agent’s Principal Office. Except as provided herein, in reliance upon the agreements satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of such Swing Line Loans available to the Company on the applicable date of the making of such Swing Line Loan by causing an amount of same day funds in U.S. Dollars equal to the proceeds of all such Swing Line Loans received by the Administrative Agent from the Swing Line Lender to be credited to the account of the Company at the Administrative Agent’s Principal Office, or to such other Lenders set forth account as may be designated in this writing to the Administrative Agent by the Company.
(d) With respect to any Swing Line Loans which have not been voluntarily prepaid by the Company pursuant to Section 2.056.2.1 or repaid by the Company pursuant to Section 6.4(b), the Swing Line Lender may, may at any time in its sole and absolute discretion, make deliver to the Administrative Agent (with a copy to the Company), no later than 11:00 A.M., New York City time, at least one Business Day in advance of the proposed date of the making of such Refunded Swing Line Loans in Dollars (as defined below), a notice (which shall be deemed to be a Notice of Borrowing given by the Company) requesting that each Revolving Lender make Revolving Loans that are Base Rate Loans to the Company from time to time on any Business Day during the Availability Period, such date in an aggregate principal amount at any time outstanding that will not result in (i) equal to the aggregate principal amount of outstanding such Swing Line Loans exceeding $25,000,000 or (iithe “Refunded Swing Line Loans”) outstanding on the date such notice is given which the Swing Line Lender requests Revolving Lenders to prepay. Anything contained in this Agreement to the contrary notwithstanding, (1) the Dollar Amount proceeds of such Revolving Loans made by the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that Lenders other than the Swing Line Lender shall not be required immediately delivered by the Administrative Agent to make a the Swing Line Loan Lender (and not to refinance an outstanding the Company) and applied to repay a corresponding portion of the Refunded Swing Line Loan. Within Loans and (2) on the foregoing limits and subject to the terms and conditions set forth hereinday such Revolving Loans are made, the Company may borrow, prepay and reborrow Swing Line Loans. All Lender’s Pro Rata Share of the Refunded Swing Line Loans shall be ABR deemed to be paid with the proceeds of a Revolving Loan made by the Swing Line Lender to the Company, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans of the Swing Line Lender but shall instead constitute part of the Swing Line Lender’s outstanding Revolving Loans to the Company. The Company hereby authorizes the Administrative Agent and the Swing Line Lender to charge the Company’s accounts with the Administrative Agent and the Swing Line Lender (up to the amount available in each such account) in order to immediately pay the Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of such Revolving Loans made by Lenders, including the Revolving Loans deemed to be made by the Swing Line Lender, are not sufficient to repay in full the Refunded Swing Line Loans. Immediately upon If any portion of any such amount paid (or deemed to be paid) to the making of a Swing Line LoanLender should be recovered by or on behalf of the Company from the Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Revolving Lenders in the manner contemplated by Section 7.5.
(e) If for any reason Revolving Loans are not made hereunder in an amount sufficient to repay any amounts owed to the Swing Line Lender in respect of any outstanding Swing Line Loans after demand for payment thereof by the Swing Line Lender, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender have purchased a risk participation in such outstanding Swing Line Loan Loans, and in an amount equal to its Pro Rata Share of the product of such Lender’s Applicable Percentage times applicable unpaid amount together with accrued interest thereon. Upon one Business Days’ notice from the amount of such Swing Line Loan.
(b) To request a Swing Line LoanLender, the Company each Revolving Lender shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery deliver to the Swing Line Lender an amount equal to its respective participation in the applicable unpaid amount in same day funds at the Principal Office of a the Swing Line Loan NoticeLender. Each In order to evidence such participation each Revolving Lender agrees to enter into a participation agreement at the request of the Swing Line Loan Notice must Lender in form and substance reasonably satisfactory to the Swing Line Lender. In the event any Revolving Lender fails to make available to the Swing Line Lender the amount of such Revolving Lender’s participation as provided in this paragraph, the Swing Line Lender shall be received entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the rate customarily used by the Swing Line Lender for the correction of errors among banks and thereafter at the Administrative Agent not later than 1:00 p.m. on Base Rate, as applicable.
(f) Notwithstanding anything contained herein to the day contrary, each Revolving Lender’s obligation to make Revolving Loans for the purpose of a proposed repaying any Swing Line Loan. Each such notice Loans pursuant to the second preceding paragraph and each Revolving Lender’s obligation to purchase a participation in any unpaid Swing Line Loans pursuant to the immediately preceding paragraph shall be irrevocable absolute and unconditional and shall specify the requested date not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be a minimum of $50,000. The Administrative Agent will promptly advise such Lender may have against the Swing Line Lender Lender, any Loan Party or any other Person for any reason whatsoever; (B) the occurrence or continuation of an Unmatured Event of Default or Event of Default; (C) (i) a material adverse change in, or a material adverse effect upon, the financial condition, operations, assets, business, properties or prospects of the Loan Parties taken as a whole, (ii) a material impairment of the ability of any such notice received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available Party to the Company by means of a credit to the general deposit account perform any of the Company with Obligations under any Loan Document or (iii) a material adverse effect upon the Swing Line Lender legality, validity, binding effect or enforceability against any Loan Party of any Loan Document; (orD) any breach of this Agreement or any other Loan Document by any party thereto; or (E) any other circumstance, in happening or event whatsoever, whether or not similar to any of the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(i), by remittance to the Issuing Bank) by 3:00 p.m. on the requested date of such Swing Line Loanforegoing.
Appears in 1 contract
Samples: Credit Agreement (Centene Corp)
Swing Line Loans. (a) Subject to the terms and conditions set forth hereinBy written or telephonic notice, promptly followed (within one Business Day), in reliance upon the agreements case of telephonic notice, by the other Lenders set forth in this Section 2.05, the Swing Line Lender may, in its sole discretion, make Swing Line Loans in Dollars to the Company from time to time on any Business Day during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans. All Swing Line Loans shall be ABR Loans. Immediately upon the making delivery of a Swing Line Loanconfirming Committed Loan Borrowing Request, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.
(b) To request a Swing Line Loan, the Company shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than on or before 1:00 p.m. p.m., Chicago time, on the day of a Business Day the proposed Swing Line LoanLoan is to be made, the Company may from time to time irrevocably request that a Swing Line Loan be made by the Swing Line Lender in a minimum principal amount of $100,000 or any larger integral multiple of $50,000. Each such notice All Swing Line Loans shall be irrevocable made as Base Rate Loans and shall specify not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the requested date Swing Line Lender, by 2:00 p.m., Chicago time, on the Business Day the initial written or telephonic notice is received by it as provided in this clause (a), to the Company by wire transfer to the account the Company shall have specified in its notice therefor.
(b) If (i) any Swing Line Loan shall be outstanding for more than four Business Days or (ii) any Default shall occur and be continuing, each Lender with a Revolving Loan Commitment (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender and upon notice from the Administrative Agent, unless such Swing Line Loan shall have been earlier repaid in full, make a Committed Revolving Loan (which shall initially be funded as a Business DayBase Rate Loan) and in an amount equal to such Lender's Percentage in respect of the Revolving Loan Commitments of the aggregate principal amount of all such Swing Line Loans then outstanding (such outstanding Swing Line Loans hereinafter referred to as the requested "Refunded Swing Line Loans"); provided, however, that the Swing Line Lender shall not request, and no Lender with a Revolving Loan Commitment shall make, any such Committed Revolving Loan if, after giving effect to the making of the applicable Refunded Swing Line Loan, which the sum of all outstanding Committed Revolving Loans, after converting the aggregate outstanding principal amount of all Committed Revolving Loans that are Foreign Currency Loans made by such Lender to the Dollar Equivalent thereof, plus the aggregate amount of all Letter of Credit Outstandings and all Swing Line Loans outstanding, exceeded the then existing Revolving Loan Commitment Amount. On or before 11:00 a.m., Chicago time, on the first Business Day following receipt by each Lender of a request to make Committed Revolving Loans as provided in the preceding sentence, each such Lender with a Revolving Loan Commitment shall be a minimum of $50,000. The Administrative Agent will promptly advise deposit in an account specified by the Swing Line Lender of any the amount so requested in same day funds and such notice received from funds shall be applied by the CompanySwing Line Lender to repay the Refunded Swing Line Loans. The At the time the aforementioned Lenders make the above referenced Committed Revolving Loans, the Swing Line Lender shall makebe deemed to have made, in its sole discretion, each consideration of the making of the Refunded Swing Line Loans, a Committed Revolving Loan available in an amount equal to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender Lender's Percentage in respect of the Revolving Loan Commitments of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (oror deemed making, in the case of a the Swing Line Loan made Lender) of any Committed Revolving Loans pursuant to finance the reimbursement of an LC Disbursement as provided in Section 2.06(ithis clause (b), by remittance the amount so funded shall become outstanding as a Committed Revolving Loan of such Lender and to the Issuing Bankextent made (or deemed made, in the case of the Swing Line Lender) by 3:00 p.m. on shall no longer constitute a portion of the requested date of such applicable Swing Line Loan. All interest payable with respect to any Committed Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause (b) shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Committed Revolving Loans were made. Each Lender's obligation (in the case of Lenders with a Revolving Loan Commitment) to make the Committed Revolving Loans referred to in this clause (b) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Company or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of the Company or any other Obligor; (iv) the acceleration or maturity of any Loans or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of this Agreement or any other Loan Document by the Company or any Lender; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
Appears in 1 contract
Swing Line Loans. (a1) Subject to On the terms date due and conditions set forth herein, in reliance upon the agreements occurrence and continuance of the other Lenders set forth in this Section 2.05a Potential Default or an Event of Default, the Swing Line Lender may, in its sole discretion, make Swing Line Loans in Dollars to the Company from time to time shall request on any Business Day during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount behalf of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that Borrower (which hereby irrevocably authorizes the Swing Line Lender shall not be required to so request on its behalf) that each Lender make a Swing Line Term Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans. All Swing Line Loans shall be ABR Loans. Immediately upon the making of that is a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Eurodollar Rate Loan in an amount equal to such Lender's Percentage Share of the product Swing Line Loans outstanding. Such request shall be made in writing (which written request shall be deemed a Loan Request for purposes hereof) and in accordance with the requirements of this Agreement, without regard to the minimum and multiples specified herein for the principal amount of such Loans. The Swing Line Lender shall furnish the Borrower with a copy of such request after delivering the same to the Administrative Agent. So long as no Event of Default has occurred and is then continuing under Paragraph 9(a)(6) with respect to Debtor Relief Laws, each Lender shall make an amount equal to its Percentage Share of the Swing Lines Loans available to the Administrative Agent in immediately available funds for the account of the Swing Line Lender not later than the time when similar notices from the Borrower are to be honored under this Agreement, whereupon each such Lender that makes funds available shall be deemed to have made a Term Loan to the Borrower. The Administrative Agent shall remit the funds so received to the Swing Line Lender’s Applicable Percentage times .
(2) If for any reason (including, without limitation, the occurrence of an Event of Default under Paragraph 9(a)(6) with respect to Debtor Relief Laws), any Swing Line Loan cannot be refinanced with Term Loans, the Loan Request from the Swing Line Lender shall be deemed a request by the Swing Line Lender that each of the Lenders fund its risk participation in the relevant Swing Line Loan and each Lender's payment to the Administrative Agent for the account of the Swing Line Lender pursuant to this Agreement shall be deemed payment in respect of such participation.
(3) If any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Lender pursuant to the foregoing provisions, the Swing Line Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount 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 Federal Funds Rate from time to time in effect. A certificate of the Swing Line Lender submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this Paragraph 1(f) shall be conclusive absent manifest error.
(4) Each Lender's obligation to make Term Loans to re-finance Swing Line Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Agreement shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of an Event of Default or Potential Default, or (iii) any other occurrence, event or condition, whether or not similar to any of the foregoing. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.
(5) At any time after any Lender has purchased and funded a risk participation in a Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan.
(b) To request a Swing Line Loan, the Company shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender will promptly distribute to such Lender its Percentage Share of a such payment (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's risk participation was funded) in Same Day Funds or other equivalent of those received by the Swing Line Loan NoticeLender. Each such Swing Line Loan Notice must be If any payment received by the Swing Line Lender and in respect of principal or interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances (including pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Lender shall pay to the Swing Line Lender its Percentage Share thereof on demand of the Administrative Agent not later than 1:00 p.m. on Agent, plus interest thereon from the day date of such demand to the date such amount is returned, at a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify rate per annum equal to the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be a minimum of $50,000Federal Funds Rate. The Administrative Agent will promptly advise make such demand upon the request of the Swing Line Lender of any such notice received from the Company. Lender.
(6) The Swing Line Lender shall make, in its sole discretion, each be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Lender funds its Term Loan available or risk participation pursuant to this Agreement to refinance such Lender's Percentage Share of any Swing Line Loan, interest in respect of such Percentage Share shall be solely for the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(i), by remittance to the Issuing Bank) by 3:00 p.m. on the requested date of such Swing Line LoanLender.
Appears in 1 contract
Swing Line Loans. (a) Subject By telephonic notice, promptly followed (within one Business Day) by the delivery of a confirming Borrowing Request, to the terms Administrative Agent and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, the Swing Line Lender mayon or before 12:00 noon, in its sole discretionNew York City time, make on the Business Day the proposed Swing Line Loans in Dollars Loan is to be made, the Company Borrower may from time to time on any Business Day during the Availability Period, in an aggregate principal amount at any time outstanding irrevocably request that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that be made by the Swing Line Lender shall not be required to make a Swing Line Loan to refinance in an outstanding Swing Line Loan. Within the foregoing limits aggregate minimum principal amount of $250,000 and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loansan integral multiple of $50,000. All Swing Line Loans shall be ABR made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. Immediately upon the making The proceeds of a each Swing Line LoanLoan shall be made available by the Swing Line Lender, by its close of business on the Business Day telephonic notice is received by it as provided in this clause (a), to the Borrower by wire transfer to the account the Borrower shall have specified in its notice therefor.
(b) If
(i) any Swing Line Loan shall be outstanding for more than five Business Days;
(ii) any Swing Line Loan is or will be outstanding on a date when the Borrower requests that a Revolving Loan be made; or
(iii) any Default shall occur and be continuing, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from with a Revolving Loan Commitment (other than the Swing Line Lender a risk participation in such Lender) irrevocably agrees that it will, at the request of the Administrative Agent (on behalf of, and at the request of, the Swing Line Lender), make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to the product of such Lender’s Applicable 's Percentage times of the aggregate principal amount of all such Swing Line Loan.
Loans then outstanding (b) To request a such outstanding Swing Line Loan, Loans being hereinafter referred to as the Company shall notify "REFUNDED SWING LINE LOANS"). On or before 11:00 a.m. (New York City time) on the Administrative Agent of such request (i) first Business Day following receipt by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line each Lender of a Swing Line request to make Revolving Loans as provided in the preceding sentence, each such Lender with a Revolving Loan Notice. Each such Swing Line Loan Notice must be received Commitment shall deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and the Administrative Agent not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each such notice funds shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be a minimum of $50,000. The Administrative Agent will promptly advise applied by the Swing Line Lender of any such notice received from to repay the CompanyRefunded Swing Line Loans. The At the time the aforementioned Lenders make the above referenced Revolving Loans the Swing Line Lender shall makebe deemed to have made, in its sole discretion, each consideration of the making of the Refunded Swing Line Loan available Loans, Revolving Loans in an amount equal to the Company by means of a credit to the general deposit account its Percentage of the Company with aggregate principal amount of the Refunded Swing Line Lender Loans. Upon the making (oror deemed making, in the case of a the Swing Line Loan made Lender) of any Revolving Loans pursuant to finance the reimbursement of an LC Disbursement as provided in Section 2.06(ithis CLAUSE (b), the amount so funded shall become outstanding under such Lender's Revolving Note and shall no longer be owed under the Swing Line Note. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this CLAUSE (b) shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Lender's obligation (in the case of Lenders with a Revolving Loan Commitment) to make the Revolving Loans referred to in this CLAUSE (b) shall be absolute and unconditional and shall not be affected by remittance to any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Issuing BankSwing Line Lender, the Borrower or any other Person for any reason whatsoever; (ii) by 3:00 p.m. on the requested date occurrence or continuance of such any Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrower; (iv) the acceleration or maturity of any Loans or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of this Agreement or any other Loan Document by the Borrower or any Lender; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
(c) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it may give hereunder by telephone, the Administrative Agent or the Swing Line Lender, as the case may be, may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent or the Swing Line Lender, as the case may be, in good faith to be from an Authorized Officer of the Borrower (or a designee of such Authorized Officer). In each such case the record of the Administrative Agent or the Swing Line Lender, as the case may be, of the terms of any such telephonic notice shall be conclusive absent manifest error.
Appears in 1 contract
Swing Line Loans. (ai) Subject to the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, The Company may borrow under the Swing Line Lender may, in its sole discretion, make Swing Line Loans in Dollars to the Company from time to time Loan Commitment on any Business Day during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that until the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans. All Swing Line Loans shall be ABR Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.
(b) To request a Swing Line Loan, Termination Date; PROVIDED that the Company shall notify give the Administrative Agent of such request irrevocable notice (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic which notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Agent prior to 12:00 noon (Chicago time)) and the Agent shall promptly deliver to the Company and the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the day Bank a confirmation of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify specifying the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be in a minimum amount of $50,000100,000 or a whole multiple of $50,000 in excess thereof. The Administrative Agent will promptly advise proceeds of the Swing Line Lender Loan will be made available by the Swing Line Bank to the Company in immediately available funds at the office of the Swing Line Bank by 2:00 p.m. (Chicago time) on the date of such notice. The Company may at any time and from time to time, prepay the Swing Line Loans, in whole or in part, without premium or penalty, by notifying the Agent prior to 12:00 noon (Chicago time) on any Business Day of the date and amount of prepayment. If any such notice received from is given, the Companyamount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal amount of $100,000 or a whole multiple of $50,000 in excess thereof.
(ii) The Agent, acting upon the request of the Swing Line Lender shall makeBank, at any time in its sole and absolute discretion, may on behalf of the Company (which hereby irrevocably directs the Agent to so act on its behalf) notify each Lender (including the Swing Line Bank) to make a Revolving Loan to the Company in a principal amount equal to such Lendxx'x Xro Rata Share of the amount of such Swing Line Loan, unless any Lender or Lenders shall be obligated, pursuant to SECTION 2.01(a), to make funds available to the Agent on the date such notice is given in an aggregate amount equal to or in excess of such Swing Line Loan, in which case such funds shall be applied by the Agent first to repay such Swing Line Loan and any remaining funds shall be made available to the Company Borrower in accordance with SECTION 2.01(a); PROVIDED, HOWEVER, that such notice shall be deemed to have automatically been given upon the occurrence of an Event of Default under SECTION 9.01(f) or (g). Upon notice from the Agent, each Lender (other than the Swing Line Bank) will immediately transfer to the Agent, for transfer to the Swing Line Bank, in immediately available funds, an amount equal to such Lendxx'x Xro Rata Share of the amount of such Swing Line Loan so repaid. Each Lender's obligation to transfer the amount of such Revolving Loan to the Agent shall be absolute and unconditional and shall not be affected by means 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 Bank, (ii) the occurrence or continuance of a credit to Default or an Event of Default or the general deposit account termination of the Revolving Loan Commitment, (iii) any adverse change in the condition (financial or otherwise) of the Company with or any other Person, (iv) any breach of this Agreement by the Company or any other Person or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
(iii) Notwithstanding anything herein to the contrary, the Swing Line Bank (i) shall not be obligated to make any Swing Line Loan if the conditions set forth in ARTICLE V have not been satisfied and (ii) shall not make any requested Swing Line Loan if, prior to 1:00 p.m. (Chicago time) on the date of such requested Swing Line Loan, it has received a written notice from the Agent or any Lender directing it not to make further Swing Line Loans because one or more of the conditions specified in ARTICLE V are not then satisfied.
(oriv) If prior to the making of a Loan required to be made by SECTION 2.03(b)(ii) an Event of Default described in SECTION 9.01(f) OR 9.01(g) shall have occurred and be continuing with respect to the Company, each Lender will, on the date such Loan was to have been made pursuant to the notice described in SECTION 2.03(b)(ii), purchase an undivided participating interest in the outstanding Swing Line Loans in an amount equal to its Pro Rata Share of the aggregate principal amount of Swing Line Loans then outstanding. Each Lender will immediately transfer to the Agent for the benefit of the Swing Line Bank, in immediately available funds, the amount of its participation.
(v) Whenever, at any time after a Lender has purchased a participating interest in a Swing Line Loan, the Swing Line Bank receives any payment on account thereof, the Swing Line Bank will distribute to the Agent for delivery to each Lender its participating interest in such amount (appropriately adjusted, in the case of a interest payments, to reflect the period of time during which such Lendxx'x xarticipating interest was outstanding and funded); PROVIDED, HOWEVER, that in the event that such payment received by the Swing Line Loan made Bank is required to finance the reimbursement of an LC Disbursement as provided in Section 2.06(i)be returned, by remittance such Lender will return to the Issuing Bank) by 3:00 p.m. on Agent for delivery to the requested date of such Swing Line LoanBank any portion thereof previously distributed by the Swing Line Bank to it.
(vi) Each Bank's obligation to make the Loans referred to in SECTION 2.03(b)(ii) and to purchase participating interests pursuant to SECTION 2.03(B)(IV) 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 the Company may have against the Swing Line Bank, the Company or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default, (iii) any adverse change in the condition (financial or otherwise) of the Company, (iv) any breach of this Agreement or any other Loan Document by the Company, any Subsidiary or any other Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
Appears in 1 contract
Swing Line Loans. (ai) Subject to the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, The Company may borrow under the Swing Line Lender may, in its sole discretion, make Swing Line Loans in Dollars to the Company from time to time Loan Commitment on any Business Day during until the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate CommitmentTermination Date; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans. All Swing Line Loans shall be ABR Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.
(b) To request a Swing Line Loan, the Company shall notify give the Administrative Agent of such request irrevocable written notice (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic which notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Agent prior to 12:00 noon (Chicago time)) and the Agent shall promptly deliver to the Company and the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the day Bank a confirmation of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify specifying the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be in a minimum amount of $50,000100,000 or a whole multiple of $100,000 in excess thereof. The Administrative Agent will promptly advise proceeds of the Swing Line Lender Loan will be made available by the Swing Line Bank to the Company in immediately available funds at the office of the Swing Line Bank by 2:00 p.m. (Chicago time) on the date of such notice. The Company may at any time and from time to time, prepay the Swing Line Loans, in whole or in part, without premium or penalty, by notifying the Agent prior to 12:00 noon (Chicago time) on any Business Day of the date and amount of prepayment. If any such notice received from is given, the Companyamount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess thereof.
(ii) The Agent, acting upon the demand of the Swing Line Bank, at any time in the Swing Line Bank's sole and absolute discretion, shall on behalf of the Company (which hereby irrevocably directs the Agent to so act on its behalf) notify each Lender (including the Swing Line Bank) to make a Revolving Loan to the Company in a principal amount equal to such Lender's Pro Rata Share of the amount of such Swing Line Loan, unless any Lender or Lenders shall makebe obligated, pursuant to Section 2.01(a), to make funds available to the Agent on the date such notice is given in an aggregate amount equal to or in excess of such Swing Line Loan, in its sole discretion, each which case such funds shall be applied by the Agent first to repay such Swing Line Loan and any remaining funds shall be made available to the Company in accordance with Section 2.01(a); provided, however, that such notice shall be deemed to have automatically been given upon the occurrence of an Event of Default under Section 9.01(f) or (g). Upon notice from the Agent, following any demand by means the Swing Line Bank each Lender (other than the Swing Line Bank) will immediately transfer to the Agent, for transfer to the Swing Line Bank, in immediately available funds, an amount equal to such Lender's Pro Rata Share of the amount of such Swing Line Loan so repaid. Each Lender's obligation to transfer the amount of such Revolving Loan to the Agent 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 or any other Person may have against the Swing Line Bank, (ii) the occurrence or continuance of a credit to Default or an Event of Default or the general deposit account termination of the Revolving Loan Commitment, (iii) any adverse change in the condition (financial or otherwise) of the Company with or any other Person, (iv) any breach of this Agreement by the Company or any other Person or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
(iii) Notwithstanding anything herein to the contrary, the Swing Line Bank (i) shall not be obligated to make any Swing Line Loan if the conditions set forth in Article V have not been satisfied and (ii) shall not make any requested Swing Line Loan if, prior to 1:00 p.m. (Chicago time) on the date of such requested Swing Line Loan, it has received a written notice from the Agent or any Lender directing it not to make further Swing Line Loans because one or more of the conditions specified in Article V are not then satisfied.
(oriv) If prior to the making of a Loan required to be made by Section 2.03(b)(ii) an Event of Default described in Section 9.01(f) or 9.01(g) shall have occurred and be continuing with respect to the Company, each Lender will, on the date such Loan was to have been made pursuant to the notice described in Section 2.03(b)(ii), purchase an undivided participating interest in the outstanding Swing Line Loans in an amount equal to its Pro Rata Share of the aggregate principal amount of Swing Line Loans then outstanding. Each Lender will immediately transfer to the Agent for the benefit of the Swing Line Bank, in immediately available funds, the amount of its participation.
(v) Whenever, at any time after a Lender has purchased a participating interest in a Swing Line Loan, the Swing Line Bank receives any payment on account thereof, the Swing Line Bank will distribute to the Agent for delivery to each Lender its participating interest in such amount (appropriately adjusted, in the case of a interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Loan made Bank is required to finance be returned, such Lender will return to the reimbursement of an LC Disbursement as provided Agent for delivery to the Swing Line Bank any portion thereof previously distributed by the Swing Line Bank to it.
(vi) Each Lender's obligation to make the Loans referred to in Section 2.06(i)2.03(b)(ii) and to purchase participating interests pursuant to Section 2.03(b)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, by remittance to including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or the Issuing Bank) by 3:00 p.m. on Company may have against the requested date of such Swing Line LoanBank, the Company or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default, (iii) any adverse change in the condition (financial or otherwise) of the Company, (iv) any breach of this Agreement or any other Loan Document by the Company, any Subsidiary or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
Appears in 1 contract
Samples: Credit Agreement (CBIZ, Inc.)
Swing Line Loans. (ai) Subject to Section 2.01(b), the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, Borrower may borrow under the Swing Line Lender may, in its sole discretion, make Swing Line Loans in Dollars to the Company from time to time Loan Maximum Amount on any Business Day during until the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate CommitmentTermination Date; provided that the Swing Line Lender Borrower shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within give the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans. All Swing Line Loans shall be ABR Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.
Agent irrevocable written notice (b) To request a Swing Line Loan, the Company shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic which notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Agent prior to 1:00 p.m. (New York time)) and the Agent shall promptly deliver to the Borrower and the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the day Bank a confirmation of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify specifying the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be in a minimum amount of $50,000100,000 or a whole multiple of $100,000 in excess thereof. The Administrative Agent will promptly advise proceeds of the Swing Line Lender Loan will be made available by the Swing Line Bank to the Borrower in immediately available funds at the office of the Swing Line Bank by 3:00 p.m. (New York time) on the date of such notice. The Borrower may at any time and from time to time, prepay the Swing Line Loans, in whole or in part, without premium or penalty, by notifying the Agent prior to 1:00 p.m. (New York time) on any Business Day of the date and amount of prepayment. If any such notice received from is given, the Companyamount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess thereof.
(ii) The Agent, acting upon the demand of the Swing Line Bank, at any time in the Swing Line Bank’s sole and absolute discretion, shall on behalf of the Borrower (which hereby irrevocably directs the Agent to so act on its behalf) notify each Lender (including the Swing Line Bank) to make a Revolving Loan to the Borrower in a principal amount equal to such Lender’s Pro Rata Share of the amount of such Swing Line Loan, unless any Lender or Lenders shall makebe obligated, pursuant to Section 2.01(a), to make funds available to the Agent on the date such notice is given in an aggregate amount equal to or in excess of such Swing Line Loan, in its sole discretion, each which case such funds shall be applied by the Agent first to repay such Swing Line Loan and any remaining funds shall be made available to the Company Borrower in accordance with Section 2.01(a); provided, however, that such notice shall be deemed to have automatically been given upon the occurrence of an Event of Default under Section 9.01(f) or (g). Upon notice from the Agent, following any demand by means of a credit to the general deposit account of the Company with the Swing Line Bank each Lender (orother than the Swing Line Bank) will immediately transfer to the Agent, for transfer to the Swing Line Bank, in immediately available funds, an amount equal to such Lender’s Pro Rata Share of the amount of such Swing Line Loan so repaid. Each Lender’s obligation to transfer the amount of such Revolving Loan to the Agent 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 or any other Person may have against the Swing Line Bank, (ii) the occurrence or continuance of a Default or an Event of Default or the termination of the Revolving Loan Commitment, (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any other Person, (iv) any breach of this Agreement by the Borrower or any other Person or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
(iii) Notwithstanding anything herein to the contrary, the Swing Line Bank (i) shall not be obligated to make any Swing Line Loan if the conditions set forth in Article V have not been satisfied and (ii) shall not make any requested Swing Line Loan if, prior to 2:00 p.m. (New York time) on the date of such requested Swing Line Loan, it has received a written notice from the Agent or any Lender directing it not to make further Swing Line Loans because one or more of the conditions specified in Article V are not then satisfied.
(iv) If prior to the making of a Loan required to be made by Section 2.03(b)(ii) an Event of Default described in Section 9.01(f) or 9.01(g) shall have occurred and be continuing with respect to the Borrower, each Lender will, on the date such Loan was to have been made pursuant to the notice described in Section 2.03(b)(ii), purchase an undivided participating interest in the outstanding Swing Line Loans in an amount equal to its Pro Rata Share of the aggregate principal amount of Swing Line Loans then outstanding. Each Lender will immediately transfer to the Agent for the benefit of the Swing Line Bank, in immediately available funds, the amount of its participation.
(v) Whenever, at any time after a Lender has purchased a participating interest in a Swing Line Loan, the Swing Line Bank receives any payment on account thereof, the Swing Line Bank will distribute to the Agent for delivery to each Lender its participating interest in such amount (appropriately adjusted, in the case of a interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Loan made Bank is required to finance be returned, such Lender will return to the reimbursement of an LC Disbursement as provided Agent for delivery to the Swing Line Bank any portion thereof previously distributed by the Swing Line Bank to it.
(vi) Each Lender’s obligation to make the Loans referred to in Section 2.06(i)2.03(b)(ii) and to purchase participating interests pursuant to Section 2.03(b)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, by remittance to including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or the Issuing Bank) by 3:00 p.m. on Borrower may have against the requested date of such Swing Line LoanBank, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default, (iii) any adverse change in the condition (financial or otherwise) of the Company, (iv) any breach of this Agreement or any other Loan Document by the Company, any Subsidiary or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
Appears in 1 contract
Samples: Credit Agreement (CBIZ, Inc.)
Swing Line Loans. (a) Subject to the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, the The U.K. Swing Line Lender may, at any time in its sole discretionand absolute discretion may request, on behalf of the U.K. Borrower (which hereby irrevocably authorizes the U.K. Swing Line Lender to so request on its behalf), that each Lender make (x) a Dollar-denominated Revolving Loan that is a Base Rate Loan in a Dollar Equivalent amount equal to such Lender’s Applicable Percentage of the amount of U.K. Swing Line Loans in Dollars to then outstanding or (y) upon the Company from time to time on any Business Day during request of the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) U.K. Borrower and the aggregate principal amount agreement of outstanding the U.K. Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount Lender, a Sterling-denominated Loan that is a Eurocurrency Rate Loan with an Interest Period of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans. All Swing Line Loans shall be ABR Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan one month in an amount equal to the product of such Lender’s Applicable Percentage times of the amount of such U.K. Swing Line Loan.
Loans then outstanding. Such request shall be made in writing (bwhich written request shall be deemed to be a Revolving Loan Notice for purposes hereof) To request and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans or Eurocurrency Rate Loans, as applicable, but subject to the conditions set forth in Section 5.02 (other than the delivery of a Revolving Loan Notice) and provided that, after giving effect to such Borrowing, the Total Revolving Outstandings shall not exceed the Aggregate Revolving Commitments. The U.K. Swing Line Loan, Lender shall furnish the Company U.K. Borrower with a copy of the applicable Revolving Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall notify make an amount equal to its Applicable Percentage of the amount specified in such Revolving Loan Notice available to the Administrative Agent in Same Day Funds for the account of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the U.K. Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and at (A) the Administrative Agent Agent’s Office for Dollar-denominated deposits not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each specified in such notice Revolving Loan Notice or (B) the Administrative Agent’s office for Sterling-denominated deposits not later than the Applicable Time specified by the Administrative Agent, as applicable, whereupon, subject to Section 2.18(c)(ii), each Lender that so makes funds available shall be irrevocable deemed to have made (and shall specify the requested date (which U.K. Borrower shall be deemed to have borrowed) a Business Day) and amount of the requested Swing Line Revolving Loan in Dollars that is a Base Rate Loan or a Eurocurrency Rate Loan, which shall be a minimum of $50,000as applicable, to the U.K. Borrower in such amount. The Administrative Agent will promptly advise shall remit the funds so received to the U.K. Swing Line Lender of any such notice received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(i), by remittance to the Issuing Bank) by 3:00 p.m. on the requested date of such Swing Line LoanLender.
Appears in 1 contract
Swing Line Loans. (a) Subject By telephonic notice, promptly followed (within three Business Days) by the delivery of a confirming Borrowing Request, to the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, the Swing Line Lender mayon or before 11:00 a.m., in its sole discretionNew York time, make Swing Line Loans in Dollars to on a Business Day, the Company Borrower may from time to time on any Business Day during the Availability Period, in an aggregate principal amount at any time outstanding irrevocably request that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that be made by the Swing Line Lender shall not be required to make in an aggregate minimum principal amount of $500,000 and an integral multiple of $250,000. Each request by the Borrower for a Swing Line Loan to refinance an outstanding shall constitute a representation and warranty by the Borrower that on the date of such request and (if different) the date of the making of the Swing Line Loan. Within , both immediately before and after giving effect to such Swing Line Loan and the foregoing limits and subject to application of the terms and conditions set forth hereinproceeds thereof, the Company may borrowstatements made in Section 5.2.1 are true and correct in all material respects with the same effect as if then made (unless stated to relate solely to an earlier date, prepay in which case such representations and reborrow Swing Line Loanswarranties shall be true and correct in all material respects as of such earlier date). All Swing Line Loans shall be ABR made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. Immediately upon The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender, by 3:00 p.m., New York time, on the Business Day telephonic notice is received by it as provided in the preceding sentences, to the Borrower by wire transfer to the accounts the Borrower shall have specified in its notice therefor.
(b) If (i) any Swing Line Loan shall be outstanding for more than four full Business Days or (ii) after giving effect to any request for a Swing Line Loan or a Revolving Loan the aggregate principal amount of Revolving Loans and Swing Line Loans outstanding to the Swing Line Lender, together with the Swing Line Lender's Percentage of all Letter of Credit Outstandings, would exceed the Swing Line Lender's Percentage of the Revolving Loan Commitment Amount, the Swing Line Lender, at any time in its sole and absolute discretion may request each Lender that has a Revolving Loan Commitment, and each such Lender, including the Swing Line Lender hereby agrees, to make a Revolving Loan (which shall always be initially funded as a Base Rate Loan) in an amount equal to such Lender's Percentage of the amount of the Swing Line Loans ("Refunded Swing Line Loans") outstanding on the date such notice is given. On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each such Lender (other than the Swing Line Lender) shall deposit in an account specified by the Administrative Agent to the Lenders from time to time the amount so requested in same day funds, whereupon such funds shall be immediately delivered to the Swing Line Lender (and not the Borrower) and applied to repay the Refunded Swing Line Loans. On the day such Revolving Loans are made, the Swing Line Lender's Percentage of the Refunded Swing Line Loans shall be deemed to be paid. Upon the making of any Revolving Loan pursuant to this clause, the amount so funded shall become due under such Lender's Revolving Note and shall no longer be owed under the Swing Line Note. Each Lender's obligation to make the Revolving Loans referred to in this clause 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 may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any other Obligor subsequent to the date of the making of a Swing Line Loan; (iv) the acceleration or maturity of any Loans or the termination of the Revolving Loan Commitment after the making of any Swing Line Loan; (v) any breach of this Agreement by the Borrower or any other Lender; or (vi) any other circumstance, each Lender shall be deemed tohappening or event whatsoever, and hereby irrevocably and unconditionally agrees to, purchase from whether or not similar to any of the foregoing.
(c) In the event that (i) the Borrower or any Subsidiary is subject to any bankruptcy or insolvency proceedings as described in Section 8.1.9 or (ii) the Swing Line Lender otherwise requests, each Lender with a risk Revolving Loan Commitment shall acquire without recourse or warranty an undivided participation interest equal to such Lender's Percentage of any Swing Line Loan otherwise required to be repaid by such Lender pursuant to the preceding clause by paying to the Swing Line Lender on the date on which such Lender would otherwise have been required to make a Revolving Loan in respect of such Swing Line Loan pursuant to the preceding clause, in same day funds, an amount equal to such Lender's Percentage of such Swing Line Loan, and no Revolving Loans shall be made by such Lender pursuant to the preceding clause. From and after the date on which any Lender purchases an undivided participation interest in a Swing Line Loan pursuant to this clause, the Swing Line Lender shall distribute to such Lender (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participation interest is outstanding and funded) its ratable amount of all payments of principal and interest in respect of such Swing Line Loan in an amount equal to like funds as received; provided, however, that in the product of event such Lender’s Applicable Percentage times the amount of such Swing Line Loan.
(b) To request a Swing Line Loan, the Company shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be payment received by the Swing Line Lender and is required to be returned to the Administrative Agent not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each Borrower, such notice Lender shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be a minimum of $50,000. The Administrative Agent will promptly advise return to the Swing Line Lender the portion of any amounts which such notice Lender had received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(i), by remittance to the Issuing Bank) by 3:00 p.m. on the requested date of such Swing Line Loanlike funds.
Appears in 1 contract
Samples: Credit Agreement (Pasta Group L L C)
Swing Line Loans. By telephonic notice (a) Subject given by those Persons authorized in writing by the Borrower to the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, give such telephonic notice to the Swing Line Lender mayand Agent), in its sole discretionpromptly followed (within one Business Day) by the delivery of a confirming Borrowing Request, make to the Swing Line Loans in Dollars Lender and the Agent on or before 11:00 a.m., Denver, Colorado time, on the Business Day the proposed Swing Line Loan is to be made, the Company Borrower may from time to time on any Business Day during the Availability Period, in an aggregate principal amount at any time outstanding irrevocably request that will not result in (i) the aggregate principal amount of outstanding a Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that Loan be made by the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loansin any principal amount. All Swing Line Loans shall be ABR made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. Immediately upon the The making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in any such Swing Line Loan in an amount equal shall be conclusively presumed to have been made to or for the product benefit of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.
(b) To request a Swing Line Loan, Borrower and the Company shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by Co-Borrowers when the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on each believe in good faith that the day of a proposed Swing Line Loan. Each telephonic notice has been made by an authorized Person representing the Borrower, or when such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be a minimum of $50,000. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available is deposited to the Company by means credit of a credit to the general deposit account of the Company with Borrower regardless of the Swing Line Lender (orfact that Persons other than those authorized hereunder may have authority to draw against such account. The Agent shall make such funds available by transfer to or for the accounts of the Borrower on the same Business Day such telephonic notice shall have been received. Except during a Default Period, in the case of Agent may, but without any obligation whatsoever, make a Swing Line Loan without a request from the Borrower, in an amount necessary to cover presentments made to finance under controlled disbursement services provided by the reimbursement Agent, and the making of an LC Disbursement as provided in Section 2.06(i), by remittance to the Issuing Bank) by 3:00 p.m. on the requested date of any such Swing Line LoanLoan shall be conclusively presumed to have been made to or for the benefit of the Borrower and the Co-Borrowers.
Appears in 1 contract
Swing Line Loans. (ai) Subject to the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, The Company may borrow under the Swing Line Lender may, in its sole discretion, make Swing Line Loans in Dollars to the Company from time to time Loan Commitment on any Business Day during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that until the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans. All Swing Line Loans shall be ABR Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.
(b) To request a Swing Line Loan, Termination Date; PROVIDED that the Company shall notify give the Administrative Agent of such request irrevocable notice (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic which notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Agent prior to 12:00 noon (Chicago time)) and the Agent shall promptly deliver to the Company and the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the day Bank a confirmation of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify specifying the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be in a minimum amount of $50,000100,000 or a whole multiple of $100,000 in excess thereof. The Administrative Agent will promptly advise proceeds of the Swing Line Lender Loan will be made available by the Swing Line Bank to the Company in immediately available funds at the office of the Swing Line Bank by 2:00 p.m. (Chicago time) on the date of such notice. The Company may at any time and from time to time, prepay the Swing Line Loans, in whole or in part, without premium or penalty, by notifying the Agent prior to 12:00 noon (Chicago time) on any Business Day of the date and amount of prepayment. If any such notice received from is given, the Companyamount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess thereof.
(ii) The Agent, acting upon the demand of the Swing Line Bank, at any time in the Swing Line Bank's sole and absolute discretion, shall on behalf of the Company (which hereby irrevocably directs the Agent to so act on its behalf) notify each Lender (including the Swing Line Bank) to make a Revolving Loan to the Company in a principal amount equal to such Lender's Pro Rata Share of the amount of such Swing Line Loan, unless any Lender or Lenders shall makebe obligated, pursuant to SECTION 2.01(a), to make funds available to the Agent on the date such notice is given in an aggregate amount equal to or in excess of such Swing Line Loan, in its sole discretion, each which case such funds shall be applied by the Agent first to repay such Swing Line Loan and any remaining funds shall be made available to the Company in accordance with SECTION 2.01(a); PROVIDED, HOWEVER, that such notice shall be deemed to have automatically been given upon the occurrence of an Event of Default under SECTION 9.01(f) or (g). Upon notice from the Agent, following any demand by means the Swing Line Bank each Lender (other than the Swing Line Bank) will immediately transfer to the Agent, for transfer to the Swing Line Bank, in immediately available funds, an amount equal to such Lender's Pro Rata Share of the amount of such Swing Line Loan so repaid. Each Lender's obligation to transfer the amount of such Revolving Loan to the Agent 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 or any other Person may have against the Swing Line Bank, (ii) the occurrence or continuance of a credit to Default or an Event of Default or the general deposit account termination of the Revolving Loan Commitment, (iii) any adverse change in the condition (financial or otherwise) of the Company with or any other Person, (iv) any breach of this Agreement by the Company or any other Person or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
(iii) Notwithstanding anything herein to the contrary, the Swing Line Bank (i) shall not be obligated to make any Swing Line Loan if the conditions set forth in ARTICLE V have not been satisfied and (ii) shall not make any requested Swing Line Loan if, prior to 1:00 p.m. (Chicago time) on the date of such requested Swing Line Loan, it has received a written notice from the Agent or any Lender directing it not to make further Swing Line Loans because one or more of the conditions specified in ARTICLE V are not then satisfied.
(oriv) If prior to the making of a Loan required to be made by SECTION 2.03(b)(ii) an Event of Default described in SECTION 9.01(f) or 9.01(g) shall have occurred and be continuing with respect to the Company, each Lender will, on the date such Loan was to have been made pursuant to the notice described in SECTION 2.03(b)(ii), purchase an undivided participating interest in the outstanding Swing Line Loans in an amount equal to its Pro Rata Share of the aggregate principal amount of Swing Line Loans then outstanding. Each Lender will immediately transfer to the Agent for the benefit of the Swing Line Bank, in immediately available funds, the amount of its participation.
(v) Whenever, at any time after a Lender has purchased a participating interest in a Swing Line Loan, the Swing Line Bank receives any payment on account thereof, the Swing Line Bank will distribute to the Agent for delivery to each Lender its participating interest in such amount (appropriately adjusted, in the case of a interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and funded); PROVIDED, HOWEVER, that in the event that such payment received by the Swing Line Loan made Bank is required to finance the reimbursement of an LC Disbursement as provided in Section 2.06(i)be returned, by remittance such Lender will return to the Issuing Bank) by 3:00 p.m. on Agent for delivery to the requested date of such Swing Line LoanBank any portion thereof previously distributed by the Swing Line Bank to it.
(vi) Each Lender's obligation to make the Loans referred to in SECTION 2.03(b)(ii) and to purchase participating interests pursuant to SECTION 2.03(b)(iv) 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 or the Company may have against the Swing Line Bank, the Company or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default, (iii) any adverse change in the condition (financial or otherwise) of the Company, (iv) any breach of this Agreement or any other Loan Document by the Company, any Subsidiary or any other Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
Appears in 1 contract
Swing Line Loans. (a) Subject to the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, the Each U.S. Swing Line Lender may, at any time in its sole discretiondiscretion may request, make Swing Line Loans in Dollars to on behalf of the Company from time to time on any Business Day during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that the which hereby irrevocably authorizes each U.S. Swing Line Lender shall not be required to so request on its behalf), that each Lender make a Swing Line Revolving Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans. All Swing Line Loans shall be ABR Loans. Immediately upon the making of that is a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Base Rate Loan in an amount equal to the product of such Lender’s Applicable Percentage times of the amount of such U.S. Swing Line Loan.
(b) To request a Lender’s U.S. Swing Line LoanLoans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02. The applicable U.S. Swing Line Lender shall furnish the Company with a copy of the applicable Loan Notice promptly after delivering such notice to the Administrative Agent. Each Lender shall notify make an amount equal to its Applicable Percentage of the amount specified in such Loan Notice available to the Administrative Agent of such request in Same Day Funds (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent may apply Cash Collateral available with respect to the applicable U.S. Swing Line Loan) for the account of the applicable U.S. Swing Line Lender at the Administrative Agent’s Office for Dollar-denominated payments not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each specified in such notice Loan Notice, whereupon, subject to Section 2.04(c)(i)(B), each Lender that so makes funds available shall be irrevocable and shall specify deemed to have made a Revolving Loan that is a Base Rate Loan to the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be a minimum of $50,000Company in such amount. The Administrative Agent will promptly advise shall remit the funds so received to the applicable U.S. Swing Line Lender of any such notice received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(i), by remittance to the Issuing Bank) by 3:00 p.m. on the requested date of such Swing Line LoanLender.
Appears in 1 contract
Samples: Credit Agreement (ITT Inc.)
Swing Line Loans. (a) Subject By telephonic notice, promptly followed (within one Business Day) by the delivery of a confirming Borrowing Request, to the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, the Swing Line Lender mayon or before 1:00 p.m., in its sole discretionChicago time, make on the Business Day the proposed Swing Line Loans in Dollars Loan is to be made, the Company Borrower may from time to time on any Business Day during the Availability Period, in an aggregate principal amount at any time outstanding irrevocably request that will not result in (i) the aggregate principal amount of outstanding a Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that Loan be made by the Swing Line Lender shall not be required to make in a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loansminimum principal amount of $100,000 or any larger integral multiple of $25,000. All Swing Line Loans shall be ABR made as Base Rate Loans and shall not be entitled to be converted into Eurodollar Loans. Immediately upon the making The proceeds of a each Swing Line LoanLoan shall be made available by the Swing Line Lender, by 2:00 p.m., Chicago time, on the Business Day telephonic notice is received by it as provided in this clause (a), to the Borrower by wire transfer to the account the Borrower shall have specified in its notice therefor.
(b) If (i) any Swing Line Loan shall be outstanding for more than four Business Days or (ii) any Default shall occur and be continuing, each Lender shall be deemed towith a Revolving Loan Commitment (other than the Swing Line Lender) irrevocably agrees that it will, and hereby irrevocably and unconditionally agrees to, purchase from at the request of the Swing Line Lender and upon notice from the Administrative Agent, unless such Swing Line Loan shall have been earlier repaid, make a risk Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender's Percentage of the aggregate amount of outstanding principal and interest of all such Swing Line Loans then outstanding (such outstanding Swing Line Loans hereinafter referred to as the "Refunded Swing Line Loans"). On or before 12:00 noon, Chicago time, on the first Business Day following receipt by each Lender of a
(c) In the event that the Borrower or any other Obligor is subject to any bankruptcy or insolvency proceedings as provided in Section 8.1.9, or if for any other reason Revolving Loans cannot be made or are unavailable, each Lender with a Revolving Loan Commitment shall acquire without recourse or warranty an undivided participation interest equal to such Lender's Percentage of any Swing Line Loan otherwise required to be repaid by such Lender pursuant to the preceding clause by paying to the Swing Line Lender on the date on which such Lender would otherwise have been required to make a Revolving Loan in respect of such Swing Line Loan pursuant to the preceding clause, in same day funds, an amount equal to such Lender's Percentage of such Swing Line Loan plus accrued interest, and no Revolving Loans shall be made by such Lender pursuant to the preceding clause. From and after the date on which any Lender purchases an undivided participation interest in a Swing Line Loan pursuant to this clause, the Swing Line Lender shall promptly distribute to such Lender (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participation interest is outstanding and funded) its ratable amount of all payments of principal and interest in respect of such Swing Line Loan in an amount equal to like funds as received; provided, however, that in the product of event such Lender’s Applicable Percentage times the amount of such Swing Line Loan.
(b) To request a Swing Line Loan, the Company shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be payment received by the Swing Line Lender and is required to be returned to the Administrative Agent not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each Borrower, such notice Lender shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be a minimum of $50,000. The Administrative Agent will promptly advise return to the Swing Line Lender the portion of any amounts which such notice Lender had received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(i), by remittance to the Issuing Bank) by 3:00 p.m. on the requested date of such Swing Line Loanlike funds.
Appears in 1 contract
Swing Line Loans. (a) Subject to the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, the Swing Line Lender may, in its sole discretion, make Swing Line Loans shall be made in U.S. Dollars to the Company from time to time on any Business Day during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal minimum amount of outstanding Swing Line Loans exceeding $25,000,000 or 500,000 and integral multiples of $100,000 in excess of that amount.
(iib) Whenever the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided Company desires that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans. All Swing Line Loans shall be ABR Loans. Immediately upon the making of a Swing Line Loan, each Lender the Company shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal deliver to the product Administrative Agent a Notice of such Lender’s Applicable Percentage times Borrowing no later than 12:00 P.M. (New York City time) on the amount proposed date of the making of such Swing Line Loan.
(bc) To request a The Swing Line Loan, Lender shall make the Company shall notify the Administrative Agent amount of such request (i) by telephone or (ii) by a its Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery available to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 2:00 P.M., New York City time, on the day applicable date of a proposed the making of such Swing Line LoanLoan by wire transfer of same day funds in U.S. Dollars, at the Administrative Agent’s Principal Office. Each Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, the Administrative Agent shall make the proceeds of such Swing Line Loans available to the Company on the applicable date of the making of such Swing Line Loan by causing an amount of same day funds in U.S. Dollars equal to the proceeds of all such Swing Line Loans received by the Administrative Agent from the Swing Line Lender to be credited to the account of the Company at the Administrative Agent’s Principal Office, or to such other account as may be designated in writing to the Administrative Agent by the Company.
(d) With respect to any Swing Line Loans which have not been voluntarily prepaid by the Company pursuant to Section 6.2.1 or repaid by the Company pursuant to Section 6.4(b), the Swing Line Lender may at any time in its sole and absolute discretion, deliver to the Administrative Agent (with a copy to the Company), no later than 11:00 A.M., New York City time, at least one Business Day in advance of the proposed date of the making of such Refunded Swing Line Loans (as defined below), a notice shall be irrevocable and shall specify the requested date (which shall be deemed to be a Business DayNotice of Borrowing given by the Company) and requesting that each Lender holding a Commitment make Revolving Loans that are Base Rate Loans to the Company on such date in an amount equal to the amount of the requested such Swing Line Loan, Loans (the “Refunded Swing Line Loans”) outstanding on the date such notice is given which shall be a minimum of $50,000. The Administrative Agent will promptly advise the Swing Line Lender requests Lenders to prepay. Anything contained in this Agreement to the contrary notwithstanding, (1) the proceeds of any such notice received from Revolving Loans made by the Company. The Lenders other than the Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available be immediately delivered by the Administrative Agent to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender (orand not to the Company) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (2) on the day such Revolving Loans are made, the Swing Line Lender’s Pro Rata Share of the Refunded Swing Line Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by the Swing Line Lender to the Company, and such portion of the Swing Line Loans deemed to be so paid shall no longer be outstanding as Swing Line Loans of the Swing Line Lender but shall instead constitute part of the Swing Line Lender’s outstanding Revolving Loans to the Company. The Company hereby authorizes the Administrative Agent and the Swing Line Lender to charge the Company’s accounts with the Administrative Agent and the Swing Line Lender (up to the amount available in each such account) in order to immediately pay the Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of such Revolving Loans made by Lenders, including the Revolving Loans deemed to be made by the Swing Line Lender, are not sufficient to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid (or deemed to be paid) to the Swing Line Lender should be recovered by or on behalf of the Company from the Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in the case of a manner contemplated by Section 7.5.
(e) If for any reason Revolving Loans are not made hereunder in an amount sufficient to repay any amounts owed to the Swing Line Loan made Lender in respect of any outstanding Swing Line Loans on or before the third Business Day after demand for payment thereof by the Swing Line Lender, each Lender holding a Commitment shall be deemed to, and hereby agrees to, have purchased a participation in such outstanding Swing Line Loans, and in an amount equal to finance its Pro Rata Share of the reimbursement applicable unpaid amount together with accrued interest thereon. Upon one Business Days’ notice from the Swing Line Lender, each Lender holding a Commitment shall deliver to the Swing Line Lender an amount equal to its respective participation in the applicable unpaid amount in same day funds at the Principal Office of an LC Disbursement the Swing Line Lender. In order to evidence such participation each Lender holding a Commitment agrees to enter into a participation agreement at the request of the Swing Line Lender in form and substance reasonably satisfactory to the Swing Line Lender. In the event any Lender holding a Commitment fails to make available to the Swing Line Lender the amount of such Lender’s participation as provided in Section 2.06(i)this paragraph, the Swing Line Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon for three Business Days at the rate customarily used by remittance the Swing Line Lender for the correction of errors among banks and thereafter at the Base Rate, as applicable.
(f) Notwithstanding anything contained herein to the Issuing Bank) by 3:00 p.m. on contrary, each Lender’s obligation to make Revolving Loans for the requested date purpose of such repaying any Swing Line LoanLoans pursuant to the second preceding paragraph and each Lender’s obligation to purchase a participation in any unpaid Swing Line Loans pursuant to the immediately preceding paragraph shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, any Loan Party or any other Person for any reason whatsoever; (B) the occurrence or continuation of an Unmatured Event of Default or Event of Default; (C) (i) a material adverse change in, or a material adverse effect upon, the financial condition, operations, assets, business, properties or prospects of the Loan Parties taken as a whole, (ii) a material impairment of the ability of any Loan Party to perform any of the Obligations under any Loan Document or (iii) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document; (D) any breach of this Agreement or any other Loan Document by any party thereto; or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
Appears in 1 contract
Samples: Credit Agreement (Centene Corp)
Swing Line Loans. (a) Subject Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the terms and conditions set forth hereinAgent, in reliance upon for the agreements account of the Swing Line Lender, such Lender’s Pro Rata Share of such Swing Line Loan or Swing Line Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swing Line Loans pursuant to this paragraph is unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including (A) any set-off, counterclaim, recoupment, defense or other Lenders set forth in this Section 2.05right which such Lender may have against the Agent, the Swing Line Lender mayor any other Person, (B) the occurrence or continuance of a Default or Event of Default, (C) any adverse change in the condition (financial or otherwise) of the Borrower, or (D) any other circumstances, happening or event whatsoever. Each Lender shall comply with its obligation under this Section 2.23(d) by wire transfer of immediately available funds, in its sole discretionthe same manner as provided in Section 2. 8 with respect to Revolving Loans made by such Lender (and Section 2.8 shall apply, make Swing Line Loans in Dollars mutatis mutandis, to the Company from time to time on any Business Day during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount payment obligations of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans. All Swing Line Loans shall be ABR Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed toLenders), and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.
(b) To request a Swing Line Loan, the Company Agent shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery pay to the Swing Line Lender the amounts so received from the Lenders. In the event that any Lender fails to make payment to the Agent of a any amount due under this Section 2.23(d), the Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. The Agent shall notify the Borrower of any participations in any Swing Line Loan Notice. Each acquired pursuant to this paragraph, and thereafter payments in respect of such Swing Line Loan Notice must shall be made to the Agent and not to the Swing Line Lender. Any amounts received by the Swing Line Lender and from the Administrative Agent not later than 1:00 p.m. Borrower (or other party on behalf of the day Borrower) in respect of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be a minimum of $50,000. The Administrative Agent will promptly advise Loan after receipt by the Swing Line Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Agent. All of such amounts received by the Agent in payment of Swing Line Loans shall be promptly remitted by the Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swing Line Lender, as their interests may appear; provided that any such notice received from the Company. The Swing Line Lender payment so remitted shall make, in its sole discretion, each Swing Line Loan available be repaid to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender (oror to the Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in the case of a Swing Line Loan made pursuant to finance this paragraph shall not relieve the reimbursement Borrower of an LC Disbursement as provided any default in Section 2.06(i), by remittance to the Issuing Bank) by 3:00 p.m. on the requested date of such Swing Line Loanpayment thereof.
Appears in 1 contract
Samples: Revolving Credit Agreement (Enable Midstream Partners, LP)
Swing Line Loans. (a) Subject to By telephonic notice, promptly followed (within one Business Day) by the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, the Swing Line Lender may, in its sole discretion, make Swing Line Loans in Dollars to the Company from time to time on any Business Day during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans. All Swing Line Loans shall be ABR Loans. Immediately upon the making delivery of a Swing Line Loanconfirming Borrowing Request, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.
(b) To request a Swing Line Loan, the Company shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on or before 3:00 p.m., New York City time, on the day of a Business Day the proposed Swing Line LoanLoan is to be made, the Company may from time to time irrevocably request that a Swing Line Loan be made by the Swing Line Lender in a minimum principal amount of $250,000 or any larger integral multiple of $100,000. Each such notice All Swing Line Loans shall be irrevocable made in U.S. Dollars as Base Rate Loans and shall specify not be entitled to be converted into LIBOR Loans. Upon receipt of notice from the requested date (which shall be a Business Day) and Administrative Agent confirming the amount of the requested Borrowing, the proceeds of each Swing Line Loan shall be made available by the Swing Line Lender, by 3:30 p.m., New York City time, on the Business Day telephonic notice is received by it as provided in this CLAUSE (a), to the Company by wire transfer to the account the Company shall have specified in its notice therefor.
(b) If any Default shall occur and be continuing, each Lender with a Revolving Loan Commitment (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender and upon notice from the Administrative Agent, unless such Swing Line Loan shall have been earlier repaid in full, make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender's Percentage in respect of the Revolving Loan Commitments of the aggregate principal amount of all such Swing Line Loans then outstanding (such outstanding Swing Line Loans hereinafter referred to as the "REFUNDED SWING LINE LOANS"); PROVIDED, that the Swing Line Lender shall not request, and no Lender with a Revolving Loan Commitment shall make, any Refunded Swing Line Loan if, after giving effect to the making of such Refunded Swing Line Loan, which the sum of all Swing Line Loans and Revolving Loans made by such Lender, plus such Lender's Percentage in respect of the Revolving Loan Commitments of the aggregate amount of all Letter of Credit Outstandings, would exceed such Lender's Percentage of the then existing Revolving Loan Commitment Amount. On or before 11:00 a.m. (New York City time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each such Lender with a Revolving Loan Commitment shall be a minimum of $50,000. The Administrative Agent will promptly advise deposit in an account specified by the Swing Line Lender of any the amount so requested in same day funds and such notice received from funds shall be applied by the CompanySwing Line Lender to repay the Refunded Swing Line Loans. The At the time the aforementioned Lenders make the above referenced Revolving Loans, the Swing Line Lender shall makebe deemed to have made, in its sole discretion, each consideration of the making of the Refunded Swing Line Loans, a Revolving Loan available in an amount equal to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender (or, Lender's Percentage in respect of the case Revolving Loan Commitment of a Swing Line Loan made to finance the reimbursement aggregate principal amount of an LC Disbursement as provided in Section 2.06(i), by remittance to the Issuing Bank) by 3:00 p.m. on the requested date of such Swing Line Loan.Refunded
Appears in 1 contract
Samples: Credit Agreement (Merrill Corp)
Swing Line Loans. (a) Subject to the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, the Swing Line Lender may, in its sole discretion, make Swing Line Loans in Dollars to the Company from time to time on any Business Day during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 100,000,000 (the “Swing Line Sublimit”) or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans. All Swing Line Loans shall be ABR Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.
(b) To request a Swing Line Loan, the Company shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be a minimum of $50,000. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(i), by remittance to the Issuing Bank) by 3:00 p.m. on the requested date of such Swing Line Loan.
Appears in 1 contract
Samples: Credit Agreement (Bruker Corp)
Swing Line Loans. (a) Subject to On the terms and subject to the conditions set forth herein, in reliance and relying upon the agreements of the other Lenders representations and warranties herein set forth in this Section 2.05forth, the Swing Line Lender mayagrees at any time and from time to time from and including the date hereof to but excluding the earlier of the Facility Termination Date and the termination of the Commitments or the Swing Line Commitment, in its sole discretionaccordance with the terms hereof, to make Swing Line Loans in Dollars to the Company from time to time on any Business Day during the Availability Period, Borrower in an aggregate principal amount at any time outstanding that will not result in to exceed the lesser of (i) the amount of its Swing Line Commitment at such time and (ii) an amount equal to (A) the Aggregate Commitment at such time, minus (B) the sum of the aggregate principal amount amounts of outstanding ----- all Ratable Loans, Competitive Bid Loans and Swing Line Loans exceeding $25,000,000 or outstanding at such time, minus (iiC) the Dollar Amount aggregate Facility Letter of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that Obligations ----- outstanding at such time. The Swing Line Loans shall be made by the Swing Line Lender shall not be required to make a Lender, at the option of the Borrower, either at the Alternate Base Rate or at the Alternate Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line LoansRate. All Swing Line Loans shall be ABR Loansin a minimum amount of $1,000,000 and in any integral multiple of $100,000 if in excess thereof. Immediately upon the making of a In no event shall any Swing Line Loan, each Lender shall Loan be deemed to, made hereunder if (i) the Agent and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in shall have received notice from the Required Lenders prior to any such Swing Line Loan that a condition specified in an amount equal to the product of Section ------- 4.1 or 4.2 has not been satisfied and (ii) such Lender’s Applicable Percentage times the amount of such Swing Line Loan.condition shall not have been --- --- subsequently waived in compliance with Section 8.2. ------------
(b) To request a Swing Line Loan, the Company The Borrower shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to give the Swing Line Lender (with a copy to the Agent) telephonic, written or telecopy notice (in the case of a Swing Line Loan Notice. Each telephonic notice, such Swing Line Loan Notice must notice shall be received promptly confirmed in writing or by the Swing Line Lender and the Administrative Agent telecopy) not later than 1:00 p.m. noon, Chicago time, on the day of a proposed Swing Line Loan. Each such Such notice shall be delivered on a Business Day, shall be irrevocable and shall refer to this Agreement and shall specify the requested date Borrowing Date (which shall be a Business Day) and amount of the requested such Swing Line Loan, which shall be a minimum of $50,000. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Company. .
(c) The Swing Line Lender shall makeby 2:00 p.m., Chicago time, on the requested Borrowing Date, make the requested Swing Line Loan by crediting the principal amount thereof, in its sole discretionimmediately available funds, to the account of the Borrower maintained with the Swing Line Lender or to such other account as may be designated by the Borrower and be acceptable to the Swing Line Lender.
(d) The Swing Line Loans shall be evidenced by the Swing Line Note and each Swing Line Loan available shall be paid in full by the Borrower on the earlier of the Facility Termination Date and the date five Business Days after the making of such Swing Line Loan.
(e) Notwithstanding the occurrence of any Default or Unmatured Default or noncompliance with the conditions precedent set forth in Article IV, if (i) ---------- by 10:00 a.m. Chicago time on the fourth Business Day following the Borrowing Date of any Swing Line Loan the Agent shall not have received a Ratable Borrowing Notice delivered by the Borrower pursuant to Section 2.2.3 requesting ------------- that Ratable Loans be made pursuant to Section 2.2 on the immediately succeeding ----------- Business Day in an amount at least equal to the Company by means aggregate principal amount of a credit such Swing Line Loan or (ii) on any date the Swing Line Lender in its sole discretion shall so request with respect to the general deposit account outstanding Swing Line Loans, the Agent shall be deemed to have received a Ratable Borrowing Notice from the Borrower pursuant to Section 2.2.3 requesting that a Ratable Advance of -------------- Alternate Base Rate Loans be made pursuant to Section 2.2 on such immediately ----------- succeeding Business Day in an amount equal to the aggregate amount of such Swing Line Loans, and the procedures set forth in Section 2.5 shall be followed in ----------- making such Alternate Base Rate Loans. The proceeds of such Alternate Base Rate Loans (or other Loans described in Section 2.4(e)(i), if requested) received by ----------------- the Agent shall be immediately delivered to the Swing Line Lender and applied to the direct repayment of such Swing Line Loans to the extent thereof. Effective on the day such Ratable Loans are made, the portion of the Company Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans and shall be outstanding as Ratable Loans of the Lenders bearing interest at a rate determined by reference to the Alternate Base Rate, in accordance with the provisions of this Article II. The Borrower authorizes the Agent and the Swing Line Lender to ----------- charge the Borrower's account maintained with the Swing Line Lender (or, up to the amount available in such account) in order to immediately pay the case amount of a the Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(i), by remittance Loans to the Issuing Bank) by 3:00 p.m. on extent amounts received from the requested date of Lenders are not sufficient to repay in full such Swing Line Loan.Loans. If any portion of any such amount paid (or deemed paid) to the Swing Line Lender should be recovered by or on behalf of the Borrower from the Swing Line Lender 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. -------------
Appears in 1 contract
Swing Line Loans. (a) Subject A. Swing Line Loans shall be made in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount.
B. Whenever the Borrower desires that the Swing Line Lender make a Swing Line Loan, the Borrower shall deliver to the terms Administrative Agent a Borrowing Notice no later than 11:00 a.m. (local time) on the proposed Funding Date.
C. The Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 3:00 p.m. (local time) on the applicable Funding Date by wire transfer (together with the applicable SWIFT confirmation or Federal Funds Wire Confirmation) of same day funds in Dollars, Patacas or HK Dollars, as the case may be, where and conditions set forth as directed by the Borrower. Except as provided herein, in reliance upon the agreements satisfaction or waiver of the conditions precedent specified in subsection 4.2, the Administrative Agent shall make the proceeds of such Swing Line Loans available to the Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars, Patacas or HK Dollars, as the case may be, equal to the proceeds of all such Swing Line Loans received by the Administrative Agent from the Swing Line Lender to be credited to the account of the Borrower at the Payment and Funding Office, or such other Lenders set forth office of the Administrative Agent as may be designated in writing to the Borrower in the case of Swing Line Loans denominated in Patacas or HK Dollars.
D. With respect to any outstanding Swing Line Loans, if (i) such Swing Line Loans shall be outstanding for more than four Business Days, (ii) any Event of Default or Potential Event of Default shall occur and be continuing on a date such Swing Line Loans are outstanding, or (iii) the Swing Line Lender delivers to the Administrative Agent (with a copy to the Borrower), no later than 11:00 a.m. (Eastern time) at least one Business Day in advance of the proposed Funding Date, a notice (which shall be deemed to be a Borrowing Notice given by Borrower) requesting that each Lender holding a Revolving Commitment make Revolving Loans that are Base Rate Loans to the Borrower on such Funding Date in an amount equal to the Dollar Equivalent of the amount of such outstanding Swing Line Loans (in each case, the “Refunded Swing Line Loans”), each Revolving Loan Lender shall deposit in an account specified by the Swing Line Lender its Pro Rata Share of the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. Anything contained in this Section 2.05Agreement to the contrary notwithstanding, (1) the proceeds of such Revolving Loans made by the Lenders other than the Swing Line Lender shall be immediately delivered by the Administrative Agent to the Swing Line Lender (and not to the Borrower) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (2) on the day such Revolving Loans are made, the Swing Line Lender may, in its sole discretion, make Lender’s Pro Rata Share of the Refunded Swing Line Loans in Dollars shall be deemed to be paid with the proceeds of a Revolving Loan made by Swing Line Lender to the Company from time to time on any Business Day during Borrower in the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding the Dollar Equivalent of such Pro Rata Share, and such portion of the Swing Line Loans exceeding $25,000,000 deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note of the Swing Line Lender but shall instead constitute part of the Swing Line Lender’s outstanding Revolving Loans to the Borrower and shall be due under the Revolving Loan Note issued by the Borrower to the Swing Line Lender. The Borrower hereby authorizes the Administrative Agent and the Swing Line Lender to charge the Borrower’s accounts with the Administrative Agent and the Swing Line Lender (up to the amount available in each such account) in order to immediately pay the Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of such Revolving Loans made by Lenders holding Revolving Commitments, including the Revolving Loans deemed to be made by the Swing Line Lender, are not sufficient to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid (or deemed to be paid) to the Swing Line Lender should be recovered by or on behalf of the Borrower from the Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders.
E. Notwithstanding anything contained herein to the contrary, (1) each Lender’s obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to the preceding paragraph 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 may have against the Swing Line Lender, any Loan Party, the Sponsor or any other Person for any reason whatsoever; (B) the occurrence or continuation of a Potential Event of Default or Event of Default; (C) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Party or the Sponsor; (D) any breach of this Agreement or any other Loan Document by any party thereto; or (iiE) the Dollar Amount any other circumstance, happening or event whatsoever, whether or not similar to any of the total Revolving Credit Exposures exceeding the Aggregate Commitmentforegoing; provided that and (2) the Swing Line Lender shall not be required obligated to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans. All any Swing Line Loans shall be ABR Loans. Immediately upon (A) if it has elected not to do so after the making occurrence and during the continuation of a Swing Line Loan, each Potential Event of Default or Event of Default or (B) at a time when any Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from is a Defaulting Lender unless the Swing Line Lender a has entered into arrangements satisfactory to it and the Borrower to eliminate the Swing Line Lender’s risk with respect to the Defaulting Lender’s participation in such Swing Line Loan in an amount equal to the product of Loan, including by cash collateralizing such Defaulting Lender’s Applicable Percentage times Pro Rata Share of the amount of such outstanding Swing Line LoanLoans.
(b) To request a Swing Line Loan, the Company shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be a minimum of $50,000. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(i), by remittance to the Issuing Bank) by 3:00 p.m. on the requested date of such Swing Line Loan.
Appears in 1 contract
Swing Line Loans. (a) Subject A. Swing Line Loans shall be made in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount.
B. Whenever the Borrower desires that the Swing Line Lender make a Swing Line Loan, the Borrower shall deliver to the terms Administrative Agent a Borrowing Notice no later than 11:00 a.m. (Eastern time in the case of Swing Line Loans denominated in Dollars, and conditions set forth Hong Kong time in the case of Swing Line Loans denominated in HK Dollars) on the proposed Funding Date.
C. The Swing Line Lender shall make the amount of its Swing Line Loan available to Administrative Agent not later than 4:00 p.m. (Eastern time in the case of Swing Line Loans denominated in Dollars, and Hong Kong time in the case of Swing Line Loans denominated in HK Dollars) on the applicable Funding Date by wire transfer of same day funds in Dollars or HK Dollars, as the case may be, where and as directed by the Borrower. Except as provided herein, in reliance upon the agreements satisfaction or waiver of the conditions precedent specified in subsection 4.2, the Administrative Agent shall make the proceeds of such Swing Line Loans available to the Borrower on the applicable Funding Date by causing an amount of same day funds in Dollars or HK Dollars, as the case may be, equal to the proceeds of all such Swing Line Loans received by the Administrative Agent from the Swing Line Lender to be credited to the account of the Borrower at the Payment and Funding Office, or such other Lenders set forth office of the Administrative Agent as may be designated in writing to the Borrower in the case of Swing Line Loans denominated in HK Dollars.
D. With respect to any outstanding Swing Line Loans, if (i) such Swing Line Loans shall be outstanding for more than four Business Days, (ii) any Default shall occur and be continuing on a date such Swing Line Loans are outstanding, or (iii) the Swing Line Lender delivers to the Administrative Agent (with a copy to the Borrower), no later than 11:00 a.m. (Eastern time) at least one Business Day in advance of the proposed Funding Date, a notice (which shall be deemed to be a Borrowing Notice given by Borrower) requesting that each Lender holding a Revolving Commitment make Revolving Loans that are Base Rate Loans to the Borrower on such Funding Date in an amount equal to the Dollar Equivalent of the amount of such outstanding Swing Line Loans (in each case, the “Refunded Swing Line Loans”), each Revolving Loan Lender shall deposit in an account specified by the Swing Line Lender its Pro Rata Share of the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. Anything contained in this Section 2.05Agreement to the contrary notwithstanding, (1) the proceeds of such Revolving Loans made by the Lenders other than the Swing Line Lender shall be immediately delivered by the Administrative Agent to the Swing Line Lender (and not to the Borrower) and applied to repay a corresponding portion of the Refunded Swing Line Loans and (2) on the day such Revolving Loans are made, the Swing Line Lender may, in its sole discretion, make Lender’s Pro Rata Share of the Refunded Swing Line Loans in Dollars shall be deemed to be paid with the proceeds of a Revolving Loan made by Swing Line Lender to the Company from time to time on any Business Day during Borrower in the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding the Dollar Equivalent of such Pro Rata Share, and such portion of the Swing Line Loans exceeding $25,000,000 deemed to be so paid shall no longer be outstanding as Swing Line Loans and shall no longer be due under the Swing Line Note of the Swing Line Lender but shall instead constitute part of the Swing Line Lender’s outstanding Revolving Loans to the Borrower and shall be due under the Revolving Loan Note issued by the Borrower to the Swing Line Lender. The Borrower hereby authorizes the Administrative Agent and the Swing Line Lender to charge the Borrower’s accounts with the Administrative Agent and the Swing Line Lender (up to the amount available in each such account) in order to immediately pay the Swing Line Lender the amount of the Refunded Swing Line Loans to the extent the proceeds of such Revolving Loans made by Lenders holding Revolving Commitments, including the Revolving Loans deemed to be made by the Swing Line Lender, are not sufficient to repay in full the Refunded Swing Line Loans. If any portion of any such amount paid (or deemed to be paid) to the Swing Line Lender should be recovered by or on behalf of the Borrower from the Swing Line Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders.
E. Notwithstanding anything contained herein to the contrary, (1) each Lender’s obligation to make Revolving Loans for the purpose of repaying any Refunded Swing Line Loans pursuant to the preceding paragraph 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 may have against the Swing Line Lender, any Loan Party or any other Person for any reason whatsoever; (B) the occurrence or continuation of a Potential Event of Default or Event of Default; (C) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of any Loan Party; (D) any breach of this Agreement or any other Loan Document by any party thereto; or (iiE) the Dollar Amount any other circumstance, happening or event whatsoever, whether or not similar to any of the total Revolving Credit Exposures exceeding the Aggregate Commitmentforegoing; provided that and (2) the Swing Line Lender shall not be required obligated to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans. All any Swing Line Loans shall be ABR Loans. Immediately upon (A) if it has elected not to do so after the making occurrence and during the continuation of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Potential Event of Default or Event of Default or (B) at a time when a Funding Default exists unless the Swing Line Lender a has entered into arrangements satisfactory to it and the Borrower to eliminate the Swing Line Lender’s risk with respect to the Defaulting Lender’s participation in such Swing Line Loan in an amount equal to the product of Loan, including by cash collateralizing such Defaulting Lender’s Applicable Percentage times Pro Rata Share of the amount of such outstanding Swing Line LoanLoans.
(b) To request a Swing Line Loan, the Company shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be a minimum of $50,000. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(i), by remittance to the Issuing Bank) by 3:00 p.m. on the requested date of such Swing Line Loan.
Appears in 1 contract
Swing Line Loans. The Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the date five Business Days after such Swing Line Loan is made and (ii) the Maturity Date. . Interest
(a) Subject to the terms and conditions set forth hereinprovisions of subsection (b) below, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, the Swing Line Lender may, in its sole discretion, make Swing Line Loans in Dollars to the Company from time to time on any Business Day during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) each Eurodollar Rate Revolving Credit Loan shall bear interest on the aggregate outstanding principal amount of outstanding Swing Line Loans exceeding $25,000,000 or thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate; (ii) each Base Rate Loan shall bear interest on the Dollar Amount of outstanding principal amount thereof from the total Revolving Credit Exposures exceeding applicable borrowing date at a rate per annum equal to the Aggregate CommitmentBase Rate plus the Applicable Rate; provided that (iii) each Competitive Loan shall bear interest on the Swing Line Lender shall not be required outstanding principal amount thereof for the Interest Period therefor at a rate per annum equal to make a the Eurodollar Rate for such Interest Period plus (or minus) the Eurodollar Bid Margin, or at the Absolute Rate for such Interest Period, as the case may be, and (iv) each Swing Line Loan to refinance an shall bear interest on the outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans. All Swing Line Loans shall be ABR Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase principal amount thereof from the Swing Line Lender applicable borrowing date at a risk participation in such Swing Line Loan in an amount rate per annum equal to the product of such Lender’s Base Rate plus the Applicable Percentage times the amount of such Swing Line LoanRate then applicable to Base Rate Loans.
(b) To request a Swing Line LoanWhile any Event of Default exists under Section 8.01(a)(i) or (f), the Company Borrower shall notify pay interest on the Administrative Agent principal amount of such request (i) by telephone or (ii) by all outstanding Obligations hereunder at a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery fluctuating interest rate per annum at all times equal to the Swing Line Lender Default Rate to the fullest extent permitted by applicable Laws.
(c) Upon the request of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and Required Lenders, while any Event of Default exists (other than as set forth in clause (b) above), the Administrative Agent not later than 1:00 p.m. Borrower shall pay interest on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and principal amount of the requested Swing Line Loan, which shall be all outstanding Obligations hereunder at a minimum of $50,000. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available fluctuating interest rate per annum at all times equal to the Company by means of a credit Default Rate to the general deposit account of the Company with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(i), fullest extent permitted by remittance to the Issuing Bank) by 3:00 p.m. on the requested date of such Swing Line Loanapplicable Laws.
Appears in 1 contract
Swing Line Loans. (a) Subject A Borrower may request the Swing Line Bank to make, and such Swing Line Bank shall make, on the terms and conditions hereinafter set forth hereinforth, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, the Swing Line Lender may, in its sole discretion, make Swing Line Loans in Dollars to the Company such Borrower from time to time on any Business Day during the Availability Period, period from the date hereof until the Termination Date in an aggregate principal amount (for all outstanding Swing Line Loans) not to exceed at any time outstanding $100,000,000; subject, however, to the conditions that will not result in (i) at no time shall the outstanding aggregate principal amount of all Loans made by all Lenders and the Swing Line Bank plus the L/C Exposure of all Lenders at such time exceed the Total Commitment, (ii) at no time shall the outstanding aggregate principal amount of all Loans made by all Lenders and the Swing Line Bank to WRECO at such time exceed $50,000,000 and (iii) at no time shall the outstanding aggregate principal amount of Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that made by the Swing Line Lender shall not be required to make a Bank exceed $50,000,000. No Swing Line Loan to refinance an outstanding shall be used for the purpose of funding the payment of principal of any other Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Each Swing Line Loans. All Swing Line Loans Borrowing shall be ABR Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount $1,000,000 or an integral multiple of such Swing Line $100,000 in excess thereof and shall be made as a Base Rate Loan.
(b) To In order to request a Swing Line LoanBorrowing, a Borrower shall hand deliver or telecopy to the Company shall notify the Administrative Agent of such request (i) by telephone or (ii) by a relevant Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender Bank and the Administrative Agent a Swing Line Borrowing Request not later than 1:00 p.m. 3:00 p.m., New York City time, on the day of a proposed Swing Line Loanborrowing. Each such Such notice shall be irrevocable and shall in each case specify (i) the requested date of such Swing Line Borrowing (which shall be a Business Day) and the amount thereof; and (ii) the maturity of such Swing Line Borrowing (which maturity shall be no later than the seventh day after the requested date of such Swing Line Loan, which shall be a minimum of $50,000Borrowing). The Administrative Agent will promptly advise the Such Swing Line Lender of any such notice received from Bank will make the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan amount thereof available to the Company Administrative Agent on the proposed date thereof by means wire transfer of a immediately available funds to the Administrative Agent in New York, New York, promptly, and in any event not later than by 4:00 p.m., New York City time, and the Administrative Agent shall promptly, and in any event not later than by 5:00 p.m., New York City time, credit the amount so received to the general deposit account of the Company applicable Borrower maintained with the Administrative Agent or, if a Swing Line Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return the amount so received to such Swing Line Bank.
(c) Upon written demand by the Swing Line Bank, with a copy of such demand to the Administrative Agent, each other Lender shall purchase from such Swing Line Bank, and such Swing Line Bank shall sell and assign to each such other Lender, such other Lender’s Applicable Percentage of the Swing Line Loans of such Swing Line Bank as of the date of such demand, by making available to the Administrative Agent in New York, New York for the account of such Swing Line Bank by wire transfer of immediately available funds, an amount equal to the portion of the outstanding principal amount of such Swing Line Loan to be purchased by such Lender. The Borrowers hereby agree to each such sale and assignment. Each Lender agrees to purchase its Applicable Percentage of outstanding Swing Line Loans pursuant to the first sentence of this paragraph (orc) on (i) the Business Day on which demand therefor is made by the relevant Swing Line Bank, provided, that notice of such demand is given to such Lender not later than 12:00 noon, New York City time, on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. If and to the extent that any Lender shall have received such notice of demand and shall not have so made the amount of the relevant Swing Line Loans available to the Administrative Agent, such Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the relevant Swing Line Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate. If such Lender shall pay to the Administrative Agent such amount for the account of the relevant Swing Line Bank on any Business Day, such amount so paid in the case respect of principal shall constitute a Swing Line Loan made to finance by such Lender on such Business Day for purposes of this Agreement, and the reimbursement outstanding principal amount of an LC Disbursement as provided in Section 2.06(i), the Swing Line Loans made by remittance to the Issuing Bank) by 3:00 p.m. on the requested date of such Swing Line LoanBank shall be reduced by such amount on such Business Day.
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Weyerhaeuser Co)
Swing Line Loans. (a) Subject to the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, the The Swing Line Lender may, in its sole discretion, shall from time to time from the Effective Date through the day prior to the Termination Date make Swing Line Loans in Dollars to the Company from time to time on any Business Day during the Availability PeriodBorrower in such amounts as Borrower may request, in an aggregate principal amount at any time outstanding PROVIDED that will not result in (i) after giving effect to each such Swing Line Loan, (A) the aggregate Swing Line Outstandings shall not exceed $25,000,000 and (B) the aggregate outstanding principal amount of outstanding all Committed Loans, Money Market Loans and Swing Line Loans exceeding $25,000,000 or plus the Letter of Credit Liabilities shall not exceed the aggregate Commitments, (ii) without the Dollar Amount consent of all of the total Revolving Credit Exposures exceeding Lenders, no Swing Line Loan may be made during the Aggregate Commitment; provided that continuation of any Default or Event of Default and (iii) the Swing Line Lender has not given at least twenty-four hours prior notice to Borrower that availability under the Swing Line is suspended or terminated. Borrower may borrow, repay and reborrow under this Section. Unless notified to the contrary by the Swing Line Lender, borrowings under the Swing Line may be made in amounts which are integral multiples of $1,000,000 upon telephonic request by an Authorized Officer made to the Administrative Agent not later than 1:00 P.M. (California local time), on the Domestic Business Day of the requested Swing Line Loan (which telephonic request shall not be required promptly confirmed in writing by telecopier). Promptly after receipt of such a request for a Swing Line Loan, the Administrative Agent shall provide telephonic verification to make the Swing Line Lender that the requested Swing Line Loan is in conformity with this Section. Unless the Swing Line Lender otherwise agrees, each repayment of a Swing Line Loan shall be in an amount which is an integral multiple of $1,000,000. If Borrower instructs the Swing Line Lender to refinance an outstanding debit its demand deposit account at the Swing Line Lender in the amount of any payment with respect to a Swing Line Loan. Within , or the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line LoansLender otherwise receives repayment, after 3:00 p.m. (California local time), on a Domestic Business Day, such payment shall be deemed received on the next Domestic Business Day. All The Swing Line Lender shall promptly notify the Administrative Agent of the Swing Line Outstandings each time there is a change therein.
(b) The Swing Line Lender shall be responsible for submitting invoices to Borrower for such interest. The interest payable on Swing Line Loans shall be ABR Loans. Immediately upon solely for the account of the Swing Line Lender unless and until the Lenders fund their participations therein pursuant to clause (d) of this Section.
(c) The Swing Line Loans shall be payable on demand made by the Swing Line Lender and in any event on the Termination Date.
(d) Upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase to have purchased from the Swing Line Lender a risk participation in such Swing Line Loan therein in an amount equal to that Lender's percentage of the product of such Lender’s Applicable Percentage times aggregate Commitments TIMES the amount of such the Swing Line Loan.
(b) To request a . Upon demand made by the Swing Line LoanLender, the Company shall notify the Administrative Agent of each Lender shall, according to such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed percentage, promptly by delivery provide to the Swing Line Lender its purchase price therefor in an amount equal to its participation therein. The obligation of each Lender to so provide its purchase price to the Swing Line Lender shall be absolute and unconditional and shall not be affected by the occurrence of a Default or Event of Default. Each Lender that has provided to the Swing Line Loan Notice. Each such Lender the purchase price due for its participation in Swing Line Loan Notice must be received Loans shall thereupon acquire a pro rata participation, to the extent of such payment, in the claim of the Swing Line Lender against Borrower for principal and interest and shall share, in accordance with that pro rata participation, in any principal payment made by Borrower with respect to such claim and in any interest payment made by Borrower (but only with respect to periods subsequent to the date such Lender paid the Swing Line Lender its purchase price) with respect to such claim.
(e) In the event that the Swing Line Outstandings are in excess of $10,000,000 on three consecutive Domestic Business Days then, on the next Domestic Business Day (unless Borrower has made other arrangements acceptable to the Swing Line Lender to reduce the Swing Line Outstandings below $10,000,000), Borrower shall request a Borrowing in an amount sufficient to reduce the Swing Line Outstandings below $10,000,000. In addition, upon any demand for payment of the Swing Line Outstandings by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be a minimum of $50,000. The Administrative Agent will promptly advise unless Borrower has made other arrangements acceptable to the Swing Line Lender of any such notice received from to reduce the Company. The Swing Line Lender Outstandings to $0), Borrower shall make, request a Borrowing in its sole discretion, each an amount sufficient to repay all Swing Line Loan available Outstandings (and, for this purpose, the limitations as to the Company minimum amounts of Base Rate Borrowings set forth in Section 2.01 shall not apply). In each case, the Administrative Agent shall automatically provide the responsive Loans made by means of a credit each Lender to the general deposit account of the Company with the Swing Line Lender (or, in which the case of a Swing Line Loan Lender shall then apply to the Swing Line Outstandings). In the event that Borrower fails to request a Borrowing within the time specified by Section 2.02 on any such date, the Administrative Agent may, but shall not be required to, without notice to or the consent of Borrower, cause Loans to be made by the Lenders under their Commitments in amounts which are sufficient to finance reduce the reimbursement of an LC Disbursement Swing Line Outstandings as provided required above. The conditions precedent set forth in Section 2.06(i), 3.01 shall not apply to Loans to be made by remittance the Lenders pursuant to the Issuing Bank) by 3:00 p.m. on the requested date three preceding sentences. The proceeds of such Loans shall be paid directly to the Swing Line LoanLender for application to the Swing Line Outstandings.
Appears in 1 contract
Swing Line Loans. (a) Subject to By telephonic notice, promptly followed (within one Business Day) by the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, the Swing Line Lender may, in its sole discretion, make Swing Line Loans in Dollars to the Company from time to time on any Business Day during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans. All Swing Line Loans shall be ABR Loans. Immediately upon the making delivery of a Swing Line Loanconfirming Borrowing Request, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.
(b) To request a Swing Line Loan, the Company shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on or before 12:00 noon, New York City time, on the day of a Business Day the proposed Swing Line LoanLoan is to be made, the Borrower may from time to time irrevocably request that a Swing Line Loan be made by the Swing Line Lender in a minimum principal amount of $100,000 or any larger integral multiple of $50,000. Each such notice All Swing Line Loans shall be irrevocable made as Base Rate Loans and shall specify not be entitled to be converted into LIBO Rate Loans. The proceeds of each Swing Line Loan shall be made available by the requested Swing Line Lender, by 5:00 p.m., New York City time, on the Business Day telephonic notice is received by it as provided in this CLAUSE (A), to the Borrower by wire transfer to the account the Borrower shall have specified in its notice therefor.
(b) If (i) any Swing Line Loan (A) shall be outstanding for more than four Business Days or (B) is or will be outstanding on a date when the Borrower requests that a Revolving Loan be made or (ii) any Default (other than a Default of the nature set forth in SECTION 8.1.9) shall occur and be continuing, each Lender with a Revolving Loan Commitment (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender and upon notice from the Administrative Agent, make a Revolving Loan (which shall initially be funded as a Business DayBase Rate Loan) and in an amount equal to such Lender's Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding (such outstanding Swing Line Loans hereinafter referred to as the requested "REFUNDED SWING LINE LOANS"); PROVIDED, that the Swing Line Lender shall not request, and no Lender with a Revolving Loan Commitment shall make, any Refunded Swing Line Loan if, after giving effect to the making of such Refunded Swing Line Loan, which the sum of all Swing Line Loans and Revolving Loans made by such Lender, plus such Lender's Percentage of the aggregate amount of all Letter of Credit Outstandings, would exceed such Lender's Percentage of the then existing Revolving Loan Commitment Amount. On or before 11:00 a.m. (New York City time) on the first Business Day following receipt by each Lender of a request to make Revolving Loans as provided in the preceding sentence, each such Lender with a Revolving Loan Commitment shall be a minimum of $50,000. The Administrative Agent will promptly advise deposit in an account specified by the Swing Line Lender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the aforementioned Lenders make the above referenced Revolving Loans, the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, a Revolving Loan in an amount equal to the Swing Line Lender's Percentage of the aggregate principal amount of the Refunded Swing Line Loans. Upon the making (or deemed making, in the case of the Swing Line Lender) of any Revolving Loans pursuant to this CLAUSE (B), the amount so funded shall become outstanding under such Lender's Revolving Note and shall no longer be owed under the Swing Line Note. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this CLAUSE (B) shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made.
(c) If, at any time prior to the making of Revolving Loans to replace any outstanding Swing Line Loans pursuant to CLAUSE (B) above, any Default of the nature of the nature set forth in SECTION 8.1.9 shall have occurred, each Lender with a Revolving Loan Commitment (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender and upon notice received from the CompanyAdministrative Agent, purchase an undivided participation interest in all such Swing Line Loans in an amount equal to its Percentage of the aggregate outstanding amount of such Swing Line Loans and transfer immediately to an account identified by the Swing Line Lender, in immediately available funds, the amount of its participation. The Swing Line Lender shall makewill deliver to each such Lender, promptly following receipt of such funds, a participation certificate, dated the date of receipt of such funds and in the amount of such Lender's participation if requested to do so by such Lender.
(d) The Borrower expressly agrees that, in its sole discretionrespect of each Lender's funded participation interest in any Swing Line Loan, each such Lender shall be deemed to be in privity of contract with the Borrower and have the same rights and remedies against the Borrower under the Loan Documents as if such funded participation interest in such Swing Line Loan available were a Revolving Loan.
(e) Each Lender's obligation (in the case of Lenders with a Revolving Loan Commitment) to the Company make Revolving Loans or purchase participation interests in Swing Line Loans, as contemplated by means of a credit CLAUSE (B) or (C) above, shall be absolute and unconditional and without recourse to the general deposit account of the Company with the Swing Line Lender and shall not be affected by any circumstance, including (ori) any set-off, in counterclaim, recoupment, defense or other right which such Revolving Lender may have against the case Swing Line Lender, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Swing Line Loan made to finance Default, an Event of Default or a Material Adverse Effect; (iii) the reimbursement acceleration or maturity of an LC Disbursement as provided in Section 2.06(i), by remittance to any Loans or the Issuing Bank) by 3:00 p.m. on termination of any Commitment after the requested date making of such any Swing Line Loan; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Obligor or any Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
Appears in 1 contract
Samples: Credit Agreement (Duane Reade Inc)
Swing Line Loans. (ai) Subject By telephonic notice to the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, the Swing Line Loan Lender mayon or before 12:00 noon on a Business Day (followed (within one Business Day) by the delivery of a confirming Borrowing Request), in its sole discretion, make the Borrowers may from time to time irrevocably request Swing Line Loans in Dollars an aggregate minimum amount of $500,000 an integral multiple of $100,000. The proceeds of each Swing Line Loan shall be made available by the Swing Line Loan Lender to the Company from time Borrowers by wire transfer to time the account the applicable Borrower shall have specified in its notice therefor by the close of business on any the Business Day during telephonic notice is received by the Availability PeriodSwing Line Loan Lender.
(ii) If (A) any Swing Line Loan shall be outstanding for more than four (4) Business Days, (B) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Credit Loan be made, or (C) any Default shall occur and be continuing, then each Lender (other than the Swing Line Loan Lender) irrevocably agrees that it will, at the request of the Swing Line Loan Lender, make a Revolving Credit Loan (which shall initially be funded as an ABR Advance in an aggregate principal amount at any time outstanding that will not result in (i) equal to such Lender's Revolving Loan Commitment Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding (such outstanding Swing Line Loans exceeding $25,000,000 hereinafter referred to as the "Refunded Swing Line Loans")). On or (ii) before 11:00 a.m. on the Dollar Amount first Business Day following receipt by each Lender of the total a request to make Revolving Credit Exposures exceeding Loans as provided in the Aggregate Commitment; provided that preceding sentence, each Lender shall deposit in an account specified by the Swing Line Loan Lender the amount so requested in same day funds and such funds shall not be required to make a applied by the Swing Line Loan Lender to refinance an outstanding Swing Line Loan. Within repay the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Refunded Swing Line Loans. All At the time the Lenders make the above referenced Revolving Credit Loans, the Swing Line Loans shall be ABR Loans. Immediately upon the making of a Swing Line Loan, each Loan Lender shall be deemed toto have made, and hereby irrevocably and unconditionally agrees to, purchase from in consideration of the making of the Refunded Swing Line Lender a risk participation in such Swing Line Loan Loans, Revolving Credit Loans in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.
(b) To request a Swing Line Loan, the Company shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to Lender's Revolving Loan Commitment Percentage of the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and aggregate principal amount of the requested Refunded Swing Line Loan, which shall be a minimum of $50,000Loans. The Administrative Agent will promptly advise Upon the Swing Line Lender of any such notice received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender making (oror deemed making, in the case of a the Swing Line Loan Lender) of any Revolving Credit Loans pursuant to this clause, the amount so funded shall become outstanding under such Lender's Revolving Credit Note and shall no longer be owed under the Swing Line Note. All interest payable with respect to any Revolving Credit Loans made (or deemed made, in the case of the Swing Line Loan Lender) pursuant to finance this clause shall be appropriately adjusted to reflect the reimbursement period of an LC Disbursement as provided time during which the Swing Line Loan Lender has outstanding Swing Line Loans in Section 2.06(i)respect of which such Revolving Credit Loans were made. Each Lender's obligation to make Revolving Credit Loans referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, by remittance to including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Issuing BankSwing Line Loan Lender, any Obligor or any Person for any reason whatsoever; (ii) by 3:00 p.m. on the requested date occurrence of such continuance of any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligation or the termination of any commitment after making the Swing Line Loan; (v) any breach of any Loan Document by any Person or (vi) any other circumstance, happening or event whatsoever, whether or not similar to the foregoing.
Appears in 1 contract
Swing Line Loans. (a) Subject The U.K. Borrowers shall repay each outstanding U.K. Swing Line Loan on or prior to the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, the Swing Line Lender mayLoan Maturity Date relating thereto (or, if earlier, on the date of the termination in its sole discretion, make full of the Total U.K. Commitment); provided that the U.K. Borrowers shall repay the aggregate Outstanding Amount of all U.K. Swing Line Loans at any time in Dollars excess of $25,000,000 with the proceeds of the U.K. LIBOR Rate Loan or EURIBOR Rate Loan (as applicable) requested under §2.13(c) (as the case may be), and each of the U.K. Borrowers hereby agrees to apply, and each of the U.K. Borrowers hereby authorizes the U.K. Agent to apply, such proceeds to the Company from time to time outstanding U.K. Swing Line Loans. Upon notice by the U.K. Swing Line Lender on any Business Day during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) following the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 Loan Maturity Date relating to each U.K. Swing Line Loan or (ii) at the Dollar Amount option of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that the U.K. Swing Line Lender shall not be required Lender, after the occurrence of an Event of Default, each of the U.K. Banks hereby agrees to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject U.K. Loans to the terms and conditions set forth hereinU.K. Borrowers constituting U.K. LIBOR Rate Loans or EURIBOR Rate Loan (as applicable), in each case, with the Company may borrowshortest applicable Interest Period, prepay and reborrow Swing Line Loans. All Swing Line Loans shall be ABR Loans. Immediately upon on the making of a Swing Line Loannext succeeding Business Day following such notice, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to such Bank’s U.K. Commitment Percentage of the product aggregate Outstanding Amount of all U.K. Swing Line Loans (and the U.K. Swing Line Lender may apply Cash Collateral available for such Lender’s Applicable Percentage times purpose with respect to the applicable Swing Line Loan). The proceeds thereof shall be applied directly by the U.K. Swing Line Lender to repay outstanding U.K. Swing Line Loans and each of the U.K. Borrowers hereby authorizes such application. Each U.K. Bank hereby absolutely, unconditionally and irrevocably agrees to make such U.K. Loans upon one Business Days’ notice as set forth above, notwithstanding (A) that the amount of such U.K. Loan may not comply with the applicable minimums set forth herein, (B) the failure of the U.K. Borrowers to meet the applicable conditions set forth in §00 xx §00 hereof, (C) the occurrence or continuance of a Default or an Event of Default hereunder, (D) the Total U.K. Commitment in effect at such time, (E) any setoff, counterclaim, recoupment, defense or other right which such U.K. Bank may have against the U.K. Swing Line Loan.
Lender, the U.K. Borrowers or any other Person for any reason whatsoever or (bF) To request any other occurrence, event or condition, whether or not similar to any of the foregoing. In the event that it is impracticable for such U.K. Loan to be made for any reason on the date otherwise required above, then each U.K. Bank hereby agrees that it shall forthwith purchase (as of the date such U.K. Loan would have been made, but adjusted for any payments received from the U.K. Borrowers on or after such date and prior to such purchase) from the U.K. Swing Line Lender, and the U.K. Swing Line Lender shall sell to each U.K. Bank, such participations in the U.K. Swing Line Loans (including all accrued and unpaid interest thereon) outstanding as shall be necessary to cause the U.K. Banks to share in such U.K. Swing Line Loans pro rata based on their respective U.K. Commitment Percentages (without regard to any termination of the Total U.K. Commitment hereunder) by making available to the U.K. Agent an amount equal to such U.K. Bank’s participation in the U.K. Swing Line Loans. No such funding or risk participations shall relieve or otherwise impair the obligation of the U.K. Borrowers to repay U.K. Swing Line Loans, together with interest as provided herein. Until a Bank funds its U.K. LIBOR Rate Loan or EURIBOR Rate Loan (as applicable) or risk participation pursuant to this §2.13(e) to refinance such Bank’s U.K. Commitment Percentage of any U.K. Swing Line Loan, the Company shall notify the Administrative Agent interest in respect of such request (i) by telephone or (ii) by a pro rata share shall be solely for the account of the U.K. Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Lender. The U.K. Swing Line Lender of a shall be responsible for invoicing the U.K. Borrowers for interest on the U.K. Swing Line Loan NoticeLoans. Each such The U.K. Borrowers shall make all payments of principal and interest in respect of the U.K. Swing Line Loan Notice must be received by Loans directly to the U.K. Swing Line Lender. If any U.K. Bank fails to make available to the U.K. Agent for the account of the U.K. Swing Line Lender and any amount required to be paid by such U.K. Bank pursuant to the Administrative foregoing provisions of this §2.13(e), the U.K. Agent not later than 1:00 p.m. on for the day account of a proposed the U.K. Swing Line Loan. Each such notice Lender shall be irrevocable entitled to recover from such U.K. Bank, on demand, such amount 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 U.K. Agent at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the U.K. Agent in connection with the foregoing. If such U.K. Bank pays such amount (with interest and shall specify fees as aforesaid), the requested date amount so paid (which shall be less all such aforementioned interest and fees incurred by such U.K. Bank as a Business Day) and amount result of its failure to pay the required amounts to the U.K. Agent for the account of the requested U.K. Swing Line Lender) shall constitute such U.K. Bank’s U.K. LIBOR Rate Loan or EURIBOR Rate Loan (as applicable) included in the relevant U.K. LIBOR Rate Loan or EURIBOR Rate Loan (as applicable) borrowing or funded participation in the relevant U.K. Swing Line Loan, which as the case may be. A certificate of the U.K. Agent submitted to any U.K. Bank with respect to any amounts owing under this §2.13(e) shall be a minimum of $50,000. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(i), by remittance to the Issuing Bank) by 3:00 p.m. on the requested date of such Swing Line Loanconclusive absent manifest error.
Appears in 1 contract
Samples: Global Revolving Credit Agreement (Ryder System Inc)
Swing Line Loans. (a) Subject to the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, the The U.S. Swing Line Lender may, at any time in its sole discretionand absolute discretion (but at least once per week) may request, make Swing Line Loans in Dollars to the Company from time to time on any Business Day during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount behalf of the total Revolving Credit Exposures exceeding Specified U.S. Borrower (which hereby irrevocably authorizes the Aggregate Commitment; provided that the U.S. Swing Line Lender shall not be required to so request on its behalf), that each U.S. Appropriate Lender make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans. All Swing Line Loans shall be ABR Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Base Rate Loan in an amount equal to the product of such Lender’s Applicable Percentage times of the amount of such U.S. Swing Line Loan.
Loans then outstanding. Such request shall be made in writing (bwhich written request shall be deemed to be a Committed Loan Notice for purposes hereof) To request a and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the U.S. Revolving Credit Facility and the conditions set forth in Section 4.02. The U.S. Swing Line Loan, Lender shall furnish the Company Specified U.S. Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each U.S. Appropriate Lender shall notify make an amount equal to its Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds for the account of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the U.S. Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and at the Administrative Agent Agent’s Office not later than 1:00 3:00 p.m. on the day of a proposed Swing Line Loan. Each specified in such notice Committed Loan Notice, whereupon, subject to Section 2.04(A)(c)(ii), each U.S. Appropriate Lender that so makes funds available shall be irrevocable and shall specify deemed to have made a Base Rate Loan to the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be a minimum of $50,000Specified U.S. Borrower in such amount. The Administrative Agent will promptly advise shall remit the funds so received to the U.S. Swing Line Lender of any such notice received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(i), by remittance to the Issuing Bank) by 3:00 p.m. on the requested date of such Swing Line LoanLender.
Appears in 1 contract
Samples: Credit Agreement (Broan-NuTone LLC)
Swing Line Loans. (a) Subject to On the terms and subject to the conditions set forth herein, in reliance and relying upon the agreements of the other Lenders representations and warranties herein set forth in this Section 2.05forth, the Swing Line Lender mayagrees at any time and from time to time from and including the date hereof to but excluding the earlier of the Facility Termination Date and the termination of the Commitments or the Swing Line Commitment, in its sole discretionaccordance with the terms hereof, to make Swing Line Loans in Dollars to the Company from time to time on any Business Day during the Availability Period, Borrower in an aggregate principal amount at any time outstanding that will not result in to exceed the lesser of (i) the amount of its Swing Line Commitment at such time and (ii) an amount equal to (A) the Aggregate Commitment at such time, minus (B) the sum of the aggregate principal amount amounts of outstanding ----- all Ratable Loans, Competitive Bid Loans and Swing Line Loans exceeding $25,000,000 or outstanding at such time, minus (iiC) the Dollar Amount aggregate Facility Letter of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that Obligations ----- outstanding at such time. The Swing Line Loans shall be made by the Swing Line Lender shall not be required to make a Lender, at the option of the Borrower, either at the Alternate Base Rate or at the Alternate Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line LoansRate. All Swing Line Loans shall be ABR Loansin a minimum amount of $1,000,000 and in any integral multiple of $100,000 if in excess thereof. Immediately upon the making of a In no event shall any Swing Line Loan, each Lender shall Loan be deemed to, made hereunder if (i) the Administrative Agent and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in shall have received notice from the Required Lenders prior to any such Swing Line Loan that a condition specified in an amount equal to the product of Section 4.1 or 4.2 has not been satisfied and (ii) such Lender’s Applicable Percentage times the amount of such Swing Line Loan.condition ----------- --- shall not have been subsequently waived in compliance with Section 8.2. -----------
(b) To request a Swing Line Loan, the Company The Borrower shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to give the Swing Line Lender of (with a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and copy to the Administrative Agent Agent) telephonic, written or telecopy notice (in the case of telephonic notice, such notice shall be promptly confirmed in writing or by telecopy) not later than 1:00 p.m. noon, Chicago time, on the day of a proposed Swing Line Loan. Each such Such notice shall be delivered on a Business Day, shall be irrevocable and shall refer to this Agreement and shall specify the requested date Borrowing Date (which shall be a Business Day) and amount of the requested such Swing Line Loan, which shall be a minimum of $50,000. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Company. .
(c) The Swing Line Lender shall makeby 2:00 p.m., Chicago time, on the requested Borrowing Date, make the requested Swing Line Loan by crediting the principal amount thereof, in its sole discretionimmediately available funds, to the account of the Borrower maintained with the Swing Line Lender or to such other account as may be designated by the Borrower and be acceptable to the Swing Line Lender.
(d) The Swing Line Loans shall be evidenced by the Swing Line Note and each Swing Line Loan available shall be paid in full by the Borrower on the earlier of the Facility Termination Date and the date five Business Days after the making of such Swing Line Loan.
(e) Notwithstanding the occurrence of any Default or Unmatured Default or noncompliance with the conditions precedent set forth in Article IV, if (i) by ---------- 10:00 a.m. Chicago time on the fourth Business Day following the Borrowing Date of any Swing Line Loan the Administrative Agent shall not have received a Ratable Borrowing Notice delivered by the Borrower pursuant to Section 2.2.3 ------------- requesting that Ratable Loans be made pursuant to Section 2.2 on the immediately ----------- succeeding Business Day in an amount at least equal to the Company by means aggregate principal amount of a credit such Swing Line Loan or (ii) on any date the Swing Line Lender in its sole discretion shall so request with respect to the general deposit account outstanding Swing Line Loans, the Administrative Agent shall be deemed to have received a Ratable Borrowing Notice from the Borrower pursuant to Section 2.2.3 requesting that a ------------- Ratable Advance of Alternate Base Rate Loans be made pursuant to Section 2.2 on ----------- such immediately succeeding Business Day in an amount equal to the aggregate amount of such Swing Line Loans, and the procedures set forth in Section 2.5 ----------- shall be followed in making such Alternate Base Rate Loans. The proceeds of such Alternate Base Rate Loans (or other Loans described in Section 2.4(e)(i), ----------------- if requested) received by the Administrative Agent shall be immediately delivered to the Swing Line Lender and applied to the direct repayment of such Swing Line Loans to the extent thereof. Effective on the day such Ratable Loans are made, the portion of the Company Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans and shall be outstanding as Ratable Loans of the Lenders bearing interest at a rate determined by reference to the Alternate Base Rate, in accordance with the provisions of this Article II. The Borrower ---------- authorizes the Administrative Agent and the Swing Line Lender to charge the Borrower's account maintained with the Swing Line Lender (or, up to the amount available in such account) in order to immediately pay the amount of the 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 Lender should be recovered by or on behalf of the Borrower from the Swing Line Lender in the case 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.
(f) If, for any reason (including, without limitation, the occurrence of a Default described in Section 7.6 or 7.7 of Article VII), Alternate Base Rate ------------ --- ----------- Loans may not be, or are not, made pursuant to paragraph (e) of this Section 2.4 ----------- to repay Swing Line Loans as required by such paragraph, effective on the date such Alternate Base 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 Unmatured Default or Default, purchase a participating interest in such Swing Line Loans ("Unrefunded Swing Line Loans") in an amount --------------------------- equal to the amount of Alternate Base Rate Loans which would otherwise have been made by such Lender pursuant to paragraph (e) 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 Administrative Agent, in immediately available funds, the amount of its participation, and the proceeds of such participation shall be distributed by the Administrative Agent to the Swing Line Lender in such amount as will reduce the amount of the participating interest retained by the Swing Line Lender in the Swing Line Loans to the amount of the Alternate Base Rate Loans which were to have been made by the Swing Line Lender pursuant to finance paragraph (e) of this Section 2.4. In the reimbursement event a Lender fails to ----------- make available to the Swing Line Lender the amount of an LC Disbursement such Lender's participation as provided in Section 2.06(ithis paragraph (f), by remittance to the Issuing Bank) by 3:00 p.m. on the requested date of such Swing Line LoanLender shall be entitled to recover such amount on demand from such Lender together with interest at the customary rate set by the Swing Line Lender 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. -------------
(g) Each Lender's obligation to make Ratable Loans pursuant to paragraph (e) of this Section 2.4 and to purchase participating interests pursuant to ------------ paragraph (f) 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 Lender, the Borrower or any other Person, as the case may be, for any reason whatsoever; (ii) the occurrence or continuance of a Default or Unmatured Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any of its Subsidiaries; (iv) any breach of this Agreement by the Borrower, any of its Subsidiaries or any Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
Appears in 1 contract
Swing Line Loans. (a) Subject to the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, the The U.S. Swing Line Lender may, at any time in its sole discretionand absolute discretion may request, make Swing Line Loans in Dollars to the Company from time to time on any Business Day during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount behalf of the total Revolving Credit Exposures exceeding Specified U.S. Borrower (which hereby irrevocably authorizes the Aggregate Commitment; provided that the U.S. Swing Line Lender shall not be required to so request on its behalf), that each U.S. Appropriate Lender make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans. All Swing Line Loans shall be ABR Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Base Rate Loan in an amount equal to the product of such Lender’s Applicable Percentage times of the amount of such U.S. Swing Line Loan.
Loans then outstanding. Such request shall be made in writing (bwhich written request shall be deemed to be a Committed Loan Notice for purposes hereof) To request a and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the U.S. Revolving Credit Facility and the conditions set forth in Section 4.02. The U.S. Swing Line Loan, Lender shall furnish the Company Specified U.S. Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each U.S. Appropriate Lender shall notify make an amount equal to its Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent in immediately available funds for the account of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the U.S. Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and at the Administrative Agent Agent’s Office not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each specified in such notice Committed Loan Notice, whereupon, subject to Section 2.04(A)(c)(ii), each U.S. Appropriate Lender that so makes funds available shall be irrevocable and shall specify deemed to have made a Base Rate Loan to the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be a minimum of $50,000Specified U.S. Borrower in such amount. The Administrative Agent will promptly advise shall remit the funds so received to the U.S. Swing Line Lender of any such notice received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(i), by remittance to the Issuing Bank) by 3:00 p.m. on the requested date of such Swing Line LoanLender.
Appears in 1 contract
Swing Line Loans. (ai) Subject to Section 2.01(b), the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, Company may borrow under the Swing Line Lender may, in its sole discretion, make Swing Line Loans in Dollars to the Company from time to time Loan Maximum Amount on any Business Day during until the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate CommitmentTermination Date; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans. All Swing Line Loans shall be ABR Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.
(b) To request a Swing Line Loan, the Company shall notify give the Administrative Agent of such request irrevocable written notice (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic which notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Agent prior to 12:00 noon (Chicago time)) and the Agent shall promptly deliver to the Company and the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the day Bank a confirmation of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify specifying the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be in a minimum amount of $50,000100,000 or a whole multiple of $100,000 in excess thereof. The Administrative Agent will promptly advise proceeds of the Swing Line Lender Loan will be made available by the Swing Line Bank to the Company in immediately available funds at the office of the Swing Line Bank by 2:00 p.m. (Chicago time) on the date of such notice. The Company may at any time and from time to time, prepay the Swing Line Loans, in whole or in part, without premium or penalty, by notifying the Agent prior to 12:00 noon (Chicago time) on any Business Day of the date and amount of prepayment. If any such notice received from is given, the Companyamount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess thereof.
(ii) The Agent, acting upon the demand of the Swing Line Bank, at any time in the Swing Line Bank’s sole and absolute discretion, shall on behalf of the Company (which hereby irrevocably directs the Agent to so act on its behalf) notify each Lender (including the Swing Line Bank) to make a Revolving Loan to the Company in a principal amount equal to such Lender’s Pro Rata Share of the amount of such Swing Line Loan, unless any Lender or Lenders shall makebe obligated, pursuant to Section 2.01(a), to make funds available to the Agent on the date such notice is given in an aggregate amount equal to or in excess of such Swing Line Loan, in its sole discretion, each which case such funds shall be applied by the Agent first to repay such Swing Line Loan and any remaining funds shall be made available to the Company in accordance with Section 2.01(a); provided, however, that such notice shall be deemed to have automatically been given upon the occurrence of an Event of Default under Section 9.01(f) or (g). Upon notice from the Agent, following any demand by means the Swing Line Bank each Lender (other than the Swing Line Bank) will immediately transfer to the Agent, for transfer to the Swing Line Bank, in immediately available funds, an amount equal to such Lender’s Pro Rata Share of the amount of such Swing Line Loan so repaid. Each Lender’s obligation to transfer the amount of such Revolving Loan to the Agent 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 or any other Person may have against the Swing Line Bank, (ii) the occurrence or continuance of a credit to Default or an Event of Default or the general deposit account termination of the Revolving Loan Commitment, (iii) any adverse change in the condition (financial or otherwise) of the Company with or any other Person, (iv) any breach of this Agreement by the Company or any other Person or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
(iii) Notwithstanding anything herein to the contrary, the Swing Line Bank (i) shall not be obligated to make any Swing Line Loan if the conditions set forth in Article V have not been satisfied and (ii) shall not make any requested Swing Line Loan if, prior to 1:00 p.m. (Chicago time) on the date of such requested Swing Line Loan, it has received a written notice from the Agent or any Lender directing it not to make further Swing Line Loans because one or more of the conditions specified in Article V are not then satisfied.
(oriv) If prior to the making of a Loan required to be made by Section 2.03(b)(ii) an Event of Default described in Section 9.01(f) or 9.01(g) shall have occurred and be continuing with respect to the Company, each Lender will, on the date such Loan was to have been made pursuant to the notice described in Section 2.03(b)(ii), purchase an undivided participating interest in the outstanding Swing Line Loans in an amount equal to its Pro Rata Share of the aggregate principal amount of Swing Line Loans then outstanding. Each Lender will immediately transfer to the Agent for the benefit of the Swing Line Bank, in immediately available funds, the amount of its participation.
(v) Whenever, at any time after a Lender has purchased a participating interest in a Swing Line Loan, the Swing Line Bank receives any payment on account thereof, the Swing Line Bank will distribute to the Agent for delivery to each Lender its participating interest in such amount (appropriately adjusted, in the case of a interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Loan made Bank is required to finance be returned, such Lender will return to the reimbursement of an LC Disbursement as provided Agent for delivery to the Swing Line Bank any portion thereof previously distributed by the Swing Line Bank to it.
(vi) Each Lender’s obligation to make the Loans referred to in Section 2.06(i)2.03(b)(ii) and to purchase participating interests pursuant to Section 2.03(b)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, by remittance to including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or the Issuing Bank) by 3:00 p.m. on Company may have against the requested date of such Swing Line LoanBank, the Company or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default, (iii) any adverse change in the condition (financial or otherwise) of the Company, (iv) any breach of this Agreement or any other Loan Document by the Company, any Subsidiary or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
Appears in 1 contract
Samples: Credit Agreement (CBIZ, Inc.)
Swing Line Loans. (a) Subject By telephonic notice to the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, the Swing Line Lender mayon or before 12:00 noon (New York time) on a Business Day (followed (on the same Business Day) by the delivery of a confirming Borrowing Request), in its sole discretion, make Swing Line Loans in Dollars to a Borrower (or the Company Administrative Borrower on such Borrower's behalf) may from time to time on any Business Day during the Availability Period, in an aggregate principal amount at any time outstanding irrevocably request that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that be made by the Swing Line Lender shall not be required to make a Swing Line Loan to refinance in an outstanding Swing Line Loan. Within the foregoing limits aggregate minimum principal amount of $500,000 and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loansan integral multiple of $100,000. All Swing Line Loans shall be ABR made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. Immediately The proceeds of each Swing Line Loan shall be made available by the Swing Line Lender to the applicable Borrower by wire transfer to the account such Borrower shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender. The Administrative Agent shall be entitled to rely upon any certification, notice or other communication permitted to be made by telephone hereunder and clause (a)(ii) of Section 3.1.1 believed by it to be genuine and correct. The Borrowers shall not request (and shall not be permitted to request) any Swing Line Loans when any Default has occurred and is continuing.
(b) If (i) any Swing Line Loan shall be outstanding for more than four Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when a Borrower requests that a Revolving Loan be made, or (iii) any Default shall occur and be continuing, then each Lender (other than the making Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender (and the Swing Line Lender agrees to make such request by the fifth Business Day that any Swing Line Loan is outstanding), (A) make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender's Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding or (B) if, for any reason, it cannot make a Revolving Loan, purchase a participation in an amount equal to such Lender's Percentage of the aggregate principal amount of all Swing Line Loans outstanding (in either case, such outstanding Swing Line Loans hereinafter referred to as the "Refunded Swing Line Loans"). On or before 11:00 a.m. (New York time) on the first Business Day following receipt by each Lender of a Swing Line Loanrequest to make Revolving Loans as provided in the preceding sentence, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from deposit in an account specified by the Swing Line Lender a risk participation the amount so requested in same day funds and such funds shall be applied by the Swing Line Loan Lender to repay the Refunded Swing Line Loans. At the time the Lenders make the above referenced Revolving Loans the Swing Line Lender shall be deemed to have made, in consideration of the making of the Refunded Swing Line Loans, Revolving Loans in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.
(b) To request a Swing Line Loan, Lender's Percentage of the Company shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and aggregate principal amount of the requested Refunded Swing Line Loan, which shall be a minimum of $50,000Loans. The Administrative Agent will promptly advise Upon the Swing Line Lender of any such notice received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender making (oror deemed making, in the case of a the Swing Line Loan Lender) of any Revolving Loans pursuant to this clause, the amount so funded shall become outstanding under such Lender's Revolving Note and shall no longer be owed under the Swing Line Note. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to finance this clause shall be appropriately adjusted to reflect the reimbursement period of an LC Disbursement as provided time during which the Swing Line Lender had outstanding Swing Line Loans in Section 2.06(i)respect of which such Revolving Loans were made. Each Lender's obligation to make the Revolving Loans (or purchase participations) referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, by remittance to including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Issuing BankSwing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) by 3:00 p.m. on the requested date occurrence or continuance of such any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
Appears in 1 contract
Swing Line Loans. (a) Subject to Upon the terms and subject to the conditions set forth hereinhereof, and in reliance upon the agreements representations and warranties herein set forth, Bank of America agrees to make a loan or loans to the Borrower (each a "Swing Line Loan" and collectively, the "Swing Line Loans"), which Swing Line Loans (i) shall be made as Base Rate Loans; (ii) may be repaid and reborrowed in accordance with the provisions hereof; (iii) shall not exceed in aggregate principal amount at any time outstanding the amount of the other Lenders set forth in this Section 2.05Aggregate Revolving Commitments minus the aggregate principal amount of all Revolving Loans then outstanding, the Swing Line Lender Stated Amount of all Letters of Credit, and, to the extent not included in the amount of such Revolving Loans or Letters of Credit, the amount of all Unpaid Drawings; (iv) shall not exceed Three Million Dollars ($3,000,000.00) in aggregate principal amount at any time outstanding; (v) shall be made in accordance with any autoborrow service agreement between the Borrower and Bank of America; and (vi) shall not be made after Bank of America has received written notice from the Required Lenders that a Default or Event of Default has occurred and is continuing.
(b) On any Business Day, Bank of America may, in its sole discretion, make Swing Line Loans in Dollars give notice to the Company from time to time on any Business Day during Administrative Agent and the Availability Period, in an aggregate principal amount at any time Lenders (other than Bank of America) that its outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans. All Swing Line Loans shall be ABR funded with a borrowing of Revolving Loans (provided that each such notice shall be deemed to -------- have been automatically given upon the occurrence of an Event of Default), in which case a borrowing of Revolving Credit Loans constituting Base Rate Loans shall be made on the immediately succeeding Business Day by all of the Lenders ratably based upon each Lender's Revolving Commitment Percentage, and the proceeds thereof shall be applied directly to repay Bank of America for such outstanding Swing Line Loans. Immediately Each Lender hereby irrevocably agrees to make Base Rate Loans upon one (1) Business Day's notice in the making amount and in the manner specified in the preceding sentence and on the date specified in writing by the Administrative Agent notwithstanding (i) that the amount of such borrowing may not comply with the minimum borrowing amounts otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 are then satisfied, (iii) whether a Default or Event of Default has occurred and is continuing, and (iv) any reduction in the Aggregate Revolving Commitments after any such Swing Line Loans were made. In the event that any borrowing pursuant to this Section 2.3 cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a Swing Line Loanproceeding under the Bankruptcy Code in respect of the Borrower), each Lender (other than Bank of America) hereby agrees that it shall forthwith purchase from Bank of America (without recourse or warranty) such assignment of the outstanding Swing Line Loans as shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from necessary to cause the Swing Line Lender a risk participation Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages, provided that all interest payable on the Swing Line Loans shall be for the -------- account of Bank of America until the date the respective Revolving Loan in an amount equal is purchased and, to the product extent attributable to the purchased Revolving Loan, shall be payable to the Lender purchasing such Revolving Loan from and after such date of purchase.
(c) Whenever the Borrower desires to borrow a Swing Line Loan hereunder, it shall deliver to Bank of America irrevocable notice thereof (which notice may be in writing or by telecopy, telex or telegraph, or by telephone, if immediately confirmed in writing, substantially in the form of a Notice of Borrowing) not later than 1:00 p.m., Eastern Time, on the proposed borrowing date. Such notice shall specify (i) the date of such Lender’s Applicable Percentage times borrowing and (ii) the amount of such the Swing Line Loan.
(b) To request a Swing Line Loan, the Company shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be a minimum of $50,000. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(i), by remittance to the Issuing Bank) by 3:00 p.m. on the requested date of such Swing Line Loan.
Appears in 1 contract
Swing Line Loans. (a) Subject As Borrower desires to obtain Swing Line Loans hereunder, Borrower shall give the terms Agent and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, the Swing Line Lender mayBank notice thereof by not later than Noon (Cleveland, in its sole discretionOhio time), make Swing Line Loans in Dollars to on the Company from time to time on any Business proposed Banking Day during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans. All Swing Line Loans shall be ABR Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.
(b) To request a Swing Line Loan, the Company shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Noticeborrowing. Each such Swing Line Loan Notice must be request once received by the Swing Line Lender Bank shall be irrevocable. Such notice may be made orally by an Authorized Officer, or upon a request transmitted to the Agent and Swing Line Bank by telex, facsimile machine or other form of written electronic communication and signed by an Authorized Officer. The Agent and the Administrative Agent not later than 1:00 p.m. on the day of a proposed Swing Line LoanBank may rely, without further inquiry, on all such requests which shall have been received by it in good faith by anyone reasonably believed to be an Authorized Officer. The Swing Line Bank may require telephonic or other oral requests to be followed immediately by a written request. Each such notice request shall be irrevocable in and shall specify of itself constitute a representation and warranty on behalf of Borrower that no Default or Unmatured Default has occurred and is continuing or would result from the making of the requested date Advance. No requested Advance shall cause the principal balance of the Swing Line Loans to exceed the Swing Line Commitment. Subject to borrowing availability, by 2:00 p.m. (which shall be a Business DayCleveland, Ohio time) and on each such borrowing date, the Swing Line Bank agrees to make its Swing Line Loan to Borrower by deposit to the account of Borrower with National City. The aggregate principal amount of the requested Swing Line Loan, which Loans made on any ------------------------------------------------------------------------------- CREDIT AGREEMENT PAGE 19 borrowing date shall be a minimum of One Hundred Thousand Dollars ($50,000. The Administrative Agent will promptly advise the Swing Line Lender 100,000) and in integral multiples of any such notice received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender One Hundred Thousand Dollars (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(i$100,000), by remittance to the Issuing Bank) by 3:00 p.m. on the requested date of such Swing Line Loan.
Appears in 1 contract
Swing Line Loans. (a) Subject to the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05hereof, the Swing Line Lender mayagrees to make swing line loans (each a“Swing Line Loan” and, in its sole discretioncollectively, make Swing the“Swing Line Loans in Dollars Loans”) to the Company Borrower from time to time on any Business Day during the Availability Periodperiod from the Effective Date to the sixth Business Day preceding the Revolving Maturity Date, in an aggregate principal amount at any time outstanding provided that will not result in (i) immediately after making each Swing Line Loan, (A) the aggregate outstanding principal amount balance of outstanding the Swing Line Loans exceeding $25,000,000 or will not exceed the Swing Line Commitment and (B) the Aggregate Revolving Exposure will not exceed the Aggregate Revolving Commitment, (ii) prior thereto or simultaneously therewith the Dollar Amount Borrower shall have borrowed Revolving Loans, (iii) no Lender shall be in default of the total Revolving its obligations under this Agreement and (iv) no Credit Exposures exceeding the Aggregate Commitment; provided that Party shall have notified the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within and the foregoing limits and subject Borrower in writing at least one Business Day prior to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans. All Swing Line Loans shall be ABR Loans. Immediately upon the making of a Borrowing Date with respect to such Swing Line Loan, each Lender shall be deemed to, that the conditions set forth in Section 5.02 have not been satisfied and hereby irrevocably and unconditionally agrees to, purchase from such conditions remain unsatisfied as of the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to requested time of the product of such Lender’s Applicable Percentage times the amount of making such Swing Line Loan.
(b) To request a Swing Line Loan, the Company Borrower shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to and the Swing Line Lender by the delivery of a Credit Request, which shall be sent by facsimile and shall be irrevocable (confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Credit Request in a form approved by the Administrative Agent signed by the Borrower), no later than 11:00 a.m., on the requested Borrowing Date, specifying (i) the aggregate principal amount to be borrowed and (ii) the requested Borrowing Date. The Swing Line Lender will, subject to its determination that the terms and conditions of this Agreement have been satisfied, make the requested amount available promptly on that same day, to the Administrative Agent (for the account of the Borrower) who, thereupon, will promptly make such amount available to the Borrower by crediting the account of the Borrower pursuant to Section 2.04. Each Borrowing of a Swing Line Loan Notice. Each shall be in an aggregate principal amount equal to $100,000 or, if less, the unused portion of the Swing Line Commitment.
(c) The Swing Line Lender shall not be obligated to make any Swing Line Loan at a time when any Lender shall be in default of its obligations under this Agreement unless arrangements to eliminate the Swing Line Lender’s risk with respect to such defaulting Lender’s participation in such Swing Line Loan Notice must be received shall have been made for the benefit of the Swing Line Lender and such arrangements are satisfactory to the Swing Line Lender. The Swing Line Lender will not make a Swing Line Loan if the Administrative Agent, or any Lender by notice to the Swing Line Lender and the Administrative Agent not Borrower no later than 1:00 p.m. on one Business Day prior to the day of a proposed Swing Line Loan. Each Borrowing Date with respect to such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall have determined that the conditions set forth in Section 5.02 have not been satisfied and such conditions remain unsatisfied as of the requested time of the making of such Swing Line Loan.
(d) Principal and accrued interest on each Swing Line Loan shall be a minimum of $50,000. The Administrative Agent will promptly advise due and payable on (i) demand made by the Swing Line Lender of any such time upon three Business Day’s prior notice received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available to the Company by means of Borrower (with a credit copy to the general deposit account of the Company with the Swing Line Lender Administrative Agent) at or before 12:00 noon, New York City time, and (or, ii) in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(i), by remittance to the Issuing Bank) by 3:00 p.m. any event on the requested earliest to occur of (A) the first Borrowing Date with respect to Revolving Loans to occur after the date of such Swing Line Loan, (B) the fifth Business Day prior to the Revolving Credit Commitment Termination Date, (C) the date on which the Swing Line Commitment shall have been terminated by the Borrower or the Swing Line Lender in accordance with Section 2.06, and (D) the date on which the Swing Line Loans shall become due and payable pursuant to the provisions hereof, whether by acceleration or otherwise.
(e) The Swing Line Lender, at any time and from time to time in its sole and absolute discretion may, on behalf or the Borrower (and the Borrower hereby irrevocably directs the Swing Line Lender to act on its behalf), on one Business Day’s notice given by the Swing Line Lender no later than 12:00 noon, New York City time, request each Lender to make, and each Lender hereby agrees to make, a Revolving Loan in an amount equal to such Lender’s Revolving Percentage of the aggregate amount of the Swing Line Loans (the “Refunded Swing Line Loans”) outstanding on the date of such notice, to repay the Swing Line Lender. Each Lender shall make the amount of such Revolving Loan available to the Administrative Agent in immediately available funds, not later than 10:00 a.m., New York City time, one Business Day after the date of such notice. The proceeds of such Revolving Loans shall be immediately made available by the Administrative Agent to the Swing Line Lender for application by the Swing Line Lender to the repayment of the Refunded Swing Line Loans. Such Revolving Loans shall be made notwithstanding the Borrower’s failure to comply with Section 5.02.
(f) If, prior to the time a Revolving Loan otherwise would have been made pursuant to Section 2.05(e), an Event of Default shall have occurred and be continuing with respect to the Borrower, or if for any other reason, as determined by the Swing Line Lender in its sole discretion, Revolving Loans may not be made as contemplated by Section 2.05(e), each Lender, on the date such Revolving Loans were to have been made pursuant to the notice referred to in Section 2.05(e), shall purchase unconditionally, irrevocably, and severally from the Swing Line Lender a participation in the outstanding Swing Line Loans (including accrued interest thereon) in an amount equal to the product of its Commitment Percentage and the outstanding amount of the Swing Line Loans (the“Swing Line Participation Amount”). Each Lender shall also be liable for an amount equal to the product of its Commitment Percentage and any amounts paid by the Borrower pursuant to this Section 2.05(f) that are subsequently rescinded or avoided, or must otherwise be restored or returned. Such liabilities shall be unconditional and without regard to the occurrence of any Default or the compliance by the Borrower with any of its obligations under the Loan Documents. In furtherance of this subsection, upon each receipt by a Lender of notice of an Event of Default from the Administrative Agent, such Lender shall promptly make available to the Administrative Agent for the account of the Swing Line Lender its Swing Line Participation Amount, in lawful money of the United States and in immediately available funds. The Administrative Agent shall deliver the payments made by each Lenderpursuant to the immediately preceding sentence to the Swing Line Lender promptly upon receipt thereof in like funds as received. If a Lender does not make its Swing Line Participation Amount so available, such Lender shall be required to pay interest to the Administrative Agent for the account of the Swing Line Lender from the date such amount was due until paid in full, on the unpaid portion thereof, at the rate set forth in Section 2.04(b), payable upon demand by the Swing Line Lender. The Administrative Agent shall distribute such interest payments to the Swing Line Lender upon receipt thereof in like funds as received. Whenever the Administrative Agent is reimbursed by the Borrower, for the account of the Swing Line Lender, for any payment in connection with Swing Line Loans and such payment relates to an amount previously paid by a Lender pursuant to this Section, the Administrative Agent will promptly pay over such payment to such Lender.
Appears in 1 contract
Swing Line Loans. (a) Subject to On the terms and conditions set forth herein, in reliance upon the agreements of subject to Section 2.21 and the other Lenders set forth conditions contained in this Section 2.05Agreement, the Tranche A Swing Line Lender mayagrees to make, in its sole discretionDollars, make Loans (each, a “Tranche A Swing Line Loans in Dollars Loan”) otherwise available to the Company US Borrowers under the Revolving Credit Facility from time to time on any Business Day during the Availability Period, Revolving Commitment Period in an aggregate principal amount at any time outstanding that will not result in to exceed the lesser of (ia) the aggregate principal amount Tranche A Available Credit and (b) the Tranche A Swing Line Sublimit, subject, in each case, to the Applicable Agent’s authority, in its sole discretion, to make Protective Advances pursuant to the terms of outstanding Section 2.24. Each Tranche A Swing Line Loan shall be a Base Rate Loan and must be repaid in full within seven days after its making or, if sooner, upon any Borrowing of Tranche A Loans hereunder, and shall in any event mature no later than the Revolving Commitment Termination Date. Within the limits set forth in the first sentence of this clause (a), amounts of Tranche A Swing Line Loans exceeding $25,000,000 or repaid may be reborrowed under this clause (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans. All Swing Line Loans shall be ABR Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loana).
(b) To On the terms and subject to Section 2.21 and the other conditions contained in this Agreement, the Tranche B Swing Line Lender agrees to make Loans (each, a “Tranche B Swing Line Loan”) otherwise available in Dollars, Euros, Pounds Sterling and Swiss Francs to the European Co-Borrowers, under the Revolving Credit Facility from time to time on any Business Day during the Revolving Commitment Period in an aggregate principal amount at any time outstanding not to exceed the lesser of (a) the Tranche B Available Credit and (b) the Tranche B Swing Line Sublimit, subject, in each case, to the Applicable Agent’s authority, in its sole discretion, to make Protective Advances pursuant to the terms of Section 2.24. Each Tranche B Swing Line Loan shall be a UK Overnight Rate Loan, and must be repaid in full within seven days after its making or, if sooner, upon any Borrowing of Tranche B Loans hereunder, and shall in any event mature no later than the Revolving Commitment Termination Date. Within the limits set forth in the first sentence of this clause (b), amounts of Tranche B Swing Line Loans repaid may be reborrowed under this clause (b).
(c) In order to request a Swing Line Loan, the Company applicable Borrower shall notify deliver by facsimile to the Administrative Applicable Agent a duly completed request in substantially the form of Exhibit A-4 (a “Swing Line Request”), setting forth the requested amount and date of such request (i) by telephone or (ii) by Swing Line Loan, and whether it is to be made as a Tranche A Swing Line Loan Notice; provided that any telephonic notice must or a Tranche B Swing Line Loan, to be confirmed promptly received by delivery the Applicable Agent not later than (x) 1:00 p.m. (Local Time) on the day of the proposed Borrowing in the case of Tranche A Swing Line Loans, (y) 11:00 a.m. (Local Time) on the day of the proposed Borrowing in the case of a Tranche B Swing Line Loan to be denominated in Dollars, Euros or Pounds Sterling, or (z) in the case of a Tranche B Swing Line Loan to be denominated in Swiss Francs, 11:00 a.m. (Local Time) one Business Day prior to the proposed Borrowing. The Applicable Agent shall promptly notify the applicable Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount details of the requested Swing Line Loan. Subject to the terms of this Agreement, which shall be a minimum of $50,000. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Company. The applicable Swing Line Lender shall make, in its sole discretion, each make a Swing Line Loan available to the Company by means of a credit Applicable Agent and, in turn, the Applicable Agent shall make such amount available to the general deposit applicable Borrower on the date of the relevant Swing Line Request. No Swing Line Lender shall make any Swing Line Loan in the period commencing on the first Business Day after it receives written notice from the Applicable Agent or any Lender that one or more of the conditions precedent contained in Section 3.2 shall not on such date be satisfied, and ending when such conditions are satisfied. No Swing Line Lender shall otherwise be required to determine that, or take notice whether, the conditions precedent set forth in Section 3.2 have been satisfied in connection with the making of any Swing Line Loan.
(d) Each Swing Line Lender shall notify the Applicable Agent in writing (which writing may be a telecopy or electronic mail) weekly, by no later than 10:00 a.m. (Local Time) on the first Business Day of each week, of the aggregate principal amount of its Swing Line Loans then outstanding.
(e) Each Swing Line Lender may demand at any time that each Lender under the applicable Tranche pay to the Applicable Agent, for the account of such Swing Line Lender, in the Company manner provided in clause (f) below, such Lender’s Pro Rata Share of all or a portion of the applicable outstanding Swing Line Loans of such Swing Line Lender, which demand shall be made through the Applicable Agent, shall be in writing and shall specify the outstanding principal amount of Swing Line Loans demanded to be paid.
(f) The Applicable Agent shall forward each notice referred to in clause (d) above and each demand referred to in clause (e) above to each Lender under the applicable Tranche or Tranches on the day such notice or such demand is received by the Applicable Agent (except that any such notice or demand received by the Applicable Agent after 2:00 p.m. (Local Time) on any Business Day or any such demand received on a day that is not a Business Day shall not be required to be forwarded to such Lenders by the Applicable Agent until the next succeeding Business Day), together with a statement prepared by the Applicable Agent specifying the amount of each such Lender’s Pro Rata Share of the aggregate principal amount of the Swing Line Loans stated to be outstanding in such notice or demanded to be paid pursuant to such demand, and, notwithstanding whether or not the conditions precedent set forth in Sections 3.2 and 2.1 shall have been satisfied (which conditions precedent the Lenders hereby irrevocably waive), each Lender shall, before 11:00 a.m. (or, Local Time) on (i) the Business Day next succeeding the date of such Lender’s receipt of such notice or demand in the case of Tranche A Swing Line Loans and (ii) three Business Days following the date of such Lender’s receipt of such notice or demand in the case of Tranche B Swing Line Loans, make available to the Applicable Agent, in immediately available funds, for the account of the applicable Swing Line Lender, the amount specified in such statement. Upon such payment by a Lender, such Lender shall, except as provided in clause (g) below, be deemed to have made a Base Rate Loan (in the case of Tranche A Swing Line Loans) or Euro Rate Loan with an Interest Period of one week in the same currency as the applicable Swing Line Loan (in the case of Tranche B Swing Line Loans) to the applicable Borrower. The Applicable Agent shall use such funds to repay the Swing Line Loans to the applicable Swing Line Lender. To the extent that any Lender fails to make such payment available to the Applicable Agent for the account of the applicable Swing Line Lender, the applicable Borrower shall repay such Swing Line Loan on demand, no later than one Business Day after receiving such demand (it being understood and agreed that in the event of such demand for payment, the applicable Borrower shall be permitted to make a Borrowing of Revolving Loans to satisfy such reimbursement obligation).
(g) Upon the occurrence of a Default under Section 8.1(f) or (g) or at any other time upon the request of the Applicable Agent or a Swing Line Lender, each Lender shall acquire, without recourse or warranty, an undivided participation in each applicable Swing Line Loan made otherwise required to finance the reimbursement of an LC Disbursement as provided be repaid by such Lender pursuant to clause (f) above, which participation shall be in Section 2.06(i), by remittance a principal amount equal to the Issuing Bank) by 3:00 p.m. on the requested date such Lender’s Pro Rata Share of such Swing Line Loan, by paying to the applicable Swing Line Lender on the date on which such Lender would otherwise have been required to make a payment in respect of such Swing Line Loan pursuant to clause (f) above, in immediately available funds in the same currency as such Swing Line Loan, an amount equal to such Lender’s Pro Rata Share of such Swing Line Loan. If all or part of such amount is not in fact made available by such Lender to the applicable Swing Line Lender on such date, such Swing Line Lender shall be entitled to recover any such unpaid amount on demand from such Lender together with interest accrued from such date at the greater of the Federal Funds Effective Rate and a rate determined by the Applicable Agent in accordance with banking industry rules or interbank compensation for the first Business Day after such payment was due and thereafter at (x) in the case of Tranche A Swing Line Loans, the rate of interest then applicable to Base Rate Loans or (y) in the case of Tranche B Swing Line Loans, the rate of interest then applicable to UK Overnight Rate Loans.
(h) From and after the date on which any Lender (i) is deemed to have made a Revolving Loan pursuant to clause (f) above with respect to any Swing Line Loan or (ii) purchases an undivided participation interest in a Swing Line Loan pursuant to clause (g) above, the applicable Swing Line Lender shall promptly distribute to such Lender such Lender’s Pro Rata Share of all payments of principal of and interest received by such Swing Line Lender on account of such Swing Line Loan (other than those received from a Lender pursuant to clause (f) or (g) above).
Appears in 1 contract
Samples: Revolving Credit and Guaranty Agreement (CommScope Holding Company, Inc.)
Swing Line Loans. (a) Subject By telephonic notice to the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, the Swing Line Lender mayon or before 12:00 noon Local Time on a Business Day (followed (within one Business Day) by the delivery of a confirming Borrowing Request), in its sole discretion, make Swing Line Loans in Dollars to the Company may from time to time on any Business Day during the Availability Period, in an aggregate principal amount at any time outstanding irrevocably request that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that be made by the Swing Line Lender shall not be required to make a Swing Line Loan to refinance in an outstanding Swing Line Loan. Within the foregoing limits aggregate minimum principal amount of $500,000 and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loansan integral multiple of $100,000. All Swing Line Loans shall be ABR made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. Immediately upon The proceeds of each Swing Line Loan shall be made available by the making Swing Line Lender to the Company by wire transfer to the account the Company shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender.
(b) If (i) any Swing Line Loan shall be outstanding for more than four Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when the Company requests that a U.S. Revolving Loan be made, or (iii) any Specified Default shall occur and be continuing, then each U.S. Revolving Loan Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender, make a U.S. Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender's U.S. Revolving Loan Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding (such outstanding Swing Line Loans hereinafter referred to as the "REFUNDED SWING LINE LOANS"). On or before 11:00 a.m. New York time on the first Business Day following receipt by each U.S. Revolving Loan Lender of a request to make U.S. Revolving Loans as provided in the preceding sentence, each U.S. Revolving Loan Lender shall deposit in an account specified by the Swing Line LoanLender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the U.S. Revolving Loan Lenders make the above referenced U.S. Revolving Loans, each the Swing Line Lender shall be deemed toto have made, and hereby irrevocably and unconditionally agrees to, purchase from in consideration of the making of the Refunded Swing Line Lender a risk participation in such Swing Line Loan Loans, U.S. Revolving Loans in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.
(b) To request a Swing Line Loan, Lender's U.S. Revolving Loan Percentage of the Company shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and aggregate principal amount of the requested Refunded Swing Line Loan, which shall be a minimum of $50,000Loans. The Administrative Agent will promptly advise Upon the Swing Line Lender of any such notice received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender making (oror deemed making, in the case of a the Swing Line Lender) of any U.S. Revolving Loans pursuant to this clause, the amount so funded shall become outstanding under such U.S. Revolving Loan Lender's U.S. Revolving Note and shall no longer be owed under the Swing Line Note. All interest payable with respect to any U.S. Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to finance this clause shall be appropriately adjusted to reflect the reimbursement period of an LC Disbursement as provided time during which the Swing Line Lender had outstanding Swing Line Loans in Section 2.06(i)respect of which such U.S. Revolving Loans were made. Each U.S. Revolving Loan Lender's obligation to make the U.S. Revolving Loans referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, by remittance to including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Issuing BankSwing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) by 3:00 p.m. on the requested date occurrence or continuance of such any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
(c) If at the time U.S. Revolving Loans would otherwise be required to be made to prepay Refunded Swing Line Loans pursuant to clause (b) of this Section an Event of Default under Section 8.1.9 hereof has occurred and is continuing, then the Refunded Swing Line Loans shall not be refunded pursuant to clause (b) of this Section and instead each U.S. Revolving Loan Lender shall purchase a participation from the Swing Line Lender in the Refunded Swing Line Loans in an amount equal to such Lender's U.S. Revolving Loan Percentage of the aggregate principal amount of all Refunded Swing Line Loans. Each U.S. Revolving Loan Lender's obligation to purchase a participation in the Refunded Swing Line Loans referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including each of the circumstances specified in the last sentence of clause (b) of this Section.
Appears in 1 contract
Swing Line Loans. (a) Subject to 1. On the terms and subject to the conditions set forth herein, in reliance and relying upon the agreements of the other Lenders representations and warranties herein set forth in this Section 2.05forth, the Swing Line Lender mayagrees at any time and from time to time from and including the date hereof to but excluding the earlier of the Facility Termination Date and the termination of the Commitments or the Swing Line Commitment, in its sole discretionaccordance with the terms hereof, to make Swing Line Loans in Dollars to the Company from time to time on any Business Day during the Availability Period, Borrower in an aggregate principal amount at any time outstanding that will not result in to exceed the lesser of (i) the amount of its Swing Line Commitment at such time and (ii) an amount equal to (A) the Aggregate Commitment at such time minus (B) the sum of the aggregate principal amount amounts of outstanding all Ratable Loans, Competitive Bid Loans and Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that outstanding at such time. The Swing Line Loans shall be made by the Swing Line Lender shall not be required to make a Lender, at the option of the Borrower, either at the Alternate Base Rate or at the Alternate Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line LoansRate. All Swing Line Loans shall be ABR Loansin a minimum amount of $1,000,000 and in any integral multiple of $100,000 if in excess thereof. Immediately upon the making of a In no event shall any Swing Line Loan, each Lender shall Loan be deemed to, made hereunder if (i) the Agent and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in shall have received notice from the Required Lenders prior to any such Swing Line Loan that a condition specified in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.
(b) To request a Swing Line Loan, the Company shall notify the Administrative Agent of such request (i) by telephone Section 4.1 or 4.2 has not been satisfied and (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to such condition shall not have been subsequently waived in compliance with Section 8.2.
1. The Borrower shall give the Swing Line Lender (with a copy to the Agent) telephonic, written or telecopy notice (in the case of a Swing Line Loan Notice. Each telephonic notice, such Swing Line Loan Notice must notice shall be received promptly confirmed in writing or by the Swing Line Lender and the Administrative Agent telecopy) not later than 1:00 p.m. noon, Chicago time, on the day of a proposed Swing Line Loan. Each such Such notice shall be delivered on a Business Day, shall be irrevocable and shall refer to this Agreement and shall specify the requested date Borrowing Date (which shall be a Business Day) and amount of the requested such Swing Line Loan, which shall be a minimum of $50,000. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Company.
1. The Swing Line Lender shall makeby 2:00 p.m., Chicago time, on the requested Borrowing Date, make the requested Swing Line Loan by crediting the principal amount thereof, in its sole discretionimmediately available funds, to the account of the Borrower maintained with the Swing Line Lender or to such other account as may be designated by the Borrower and be acceptable to the Swing Line Lender.
1. The Swing Line Loans shall be evidenced by the Swing Line Note and each Swing Line Loan available shall be paid in full by the Borrower on the earlier of the Facility Termination Date and the date five Business Days after the making of such Swing Line Loan.
1. Notwithstanding the occurrence of any Default or Unmatured Default or noncompliance with the conditions precedent set forth in Article IV, if (i) by 10:00 a.m. Chicago time on the fourth Business Day following the Borrowing Date of any Swing Line Loan the Agent shall not have received a Ratable Borrowing Notice delivered by the Borrower pursuant to Section 2.2.3 requesting that Ratable Loans be made pursuant to Section 2.2 on the immediately succeeding Business Day in an amount at least equal to the Company by means aggregate principal amount of a credit such Swing Line Loan or (ii) on any date the Swing Line Lender in its sole discretion shall so request with respect to the general deposit account outstanding Swing Line Loans, the Agent shall be deemed to have received a Ratable Borrowing Notice from the Borrower pursuant to Section 2.2.3 requesting that a Ratable Advance of Alternate Base Rate Loans be made pursuant to Section 2.2 on such immediately succeeding Business Day in an amount equal to the aggregate amount of such Swing Line Loans, and the procedures set forth in Section 2.5 shall be followed in making such Alternate Base Rate Loans. The proceeds of such Alternate Base Rate Loans (or other Loans described in Section 2.4(e)(i), if requested) received by the Agent shall be immediately delivered to the Swing Line Lender and applied to the direct repayment of such Swing Line Loans to the extent thereof. Effective on the day such Ratable Loans are made, the portion of the Company Swing Line Loans so paid shall no longer be outstanding as Swing Line Loans and shall be outstanding as Ratable Loans of the Lenders bearing interest at a rate determined by reference to the Alternate Base Rate, in accordance with the provisions of this Article II. The Borrower authorizes the Agent and the Swing Line Lender to charge the Borrower's account maintained with the Swing Line Lender (or, up to the amount available in such account) in order to immediately pay the amount of the 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 Lender should be recovered by or on behalf of the Borrower from the Swing Line Lender in the case 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.
1. If, for any reason (including, without limitation, the occurrence of a Default described in Section 7.6 or 7.7 of Article VII), Alternate Base Rate Loans may not be, or are not, made pursuant to paragraph (e) of this Section 2.4 to repay Swing Line Loans as required by such paragraph, effective on the date such Alternate Base 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 Unmatured Default or Default, purchase a participating interest in such Swing Line Loans ("Unrefunded Swing Line Loans") in an amount equal to the amount of Alternate Base Rate Loans which would otherwise have been made by such Lender pursuant to paragraph (e) 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 Lender in such amount as will reduce the amount of the participating interest retained by the Swing Line Lender in the Swing Line Loans to the amount of the Alternate Base Rate Loans which were to have been made by the Swing Line Lender pursuant to finance paragraph (e) of this Section 2.4. In the reimbursement event a Lender fails to make available to the Swing Line Lender the amount of an LC Disbursement such Lender's participation as provided in Section 2.06(ithis paragraph (f), by remittance to the Issuing Bank) by 3:00 p.m. on the requested date of such Swing Line LoanLender shall be entitled to recover such amount on demand from such Lender together with interest at the customary rate set by the Swing Line Lender 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.
1. Each Lender's obligation to make Ratable Loans pursuant to paragraph (e) of this Section 2.4 and to purchase participating interests pursuant to paragraph (f) 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 Lender, the Borrower or any other Person, as the case may be, for any reason whatsoever; (ii) the occurrence or continuance of a Default or Unmatured Default; (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any of its Subsidiaries; (iv) any breach of this Agreement by the Borrower, any of its Subsidiaries or any Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
Appears in 1 contract
Swing Line Loans. (a) Subject The Company may request the Agent to make, and the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, the Swing Line Lender Agent may, in its sole discretion, make Swing Line Loans in Dollars to the Company from time to time on any Business Day (but limited to one such Loan per Business Day) during the Availability Period, period from the Effective Date until the Termination Date in an aggregate the principal amount not to exceed at any time outstanding that will not result in the lesser of (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or 20,000,000 and (ii) the Dollar Amount aggregate of the total unused portion of the Commitments of all Lenders as of such date. The Company may at any time request a Revolving Credit Exposures exceeding the Aggregate Commitment; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding repay any Swing Line Loan. Within Forthwith upon demand by the foregoing limits and subject to the terms and conditions set forth hereinAgent, the Company may borrowshall request a Revolving Credit Loan hereunder (and if the Company does not do so, prepay and reborrow Swing Line Loans. All the Agent shall be entitled to do so on behalf of the Company) to repay all or any Swing Line Loans shall be ABR Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in (provided that such Swing Line Loan was not made in violation of any term or provision of this Agreement and that the Agent did not have any actual knowledge of an amount equal to Event of Default at the product time of such Lender’s Applicable Percentage times the amount making of such Swing Line Loan.
) and the Lenders shall be obligated, absolutely and unconditionally, to make such Revolving Credit Loan, and the obligation shall not be affected by any circumstance whatsoever, including, without limitation, (bi) To request a Swing Line Loanany setoff, counterclaim, recoupment, defense or other right which such Lender or the Company may have against the Agent, the Company shall notify the Administrative Agent of such request (i) by telephone or anyone else for any reason whatsoever, (ii) the occurrence of any Default, (iii) any adverse change in the condition (financial or otherwise) of the Company or any of its Subsidiaries, (iv) any breach of this Agreement by a the Company, any of its Subsidiaries or any Lender, or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing, including without limitation any limitation on the Commitments, or any failure to satisfy any conditions contained in Sections 3.2, 3.3, or any other provision of this Agreement. Each Swing Line Loan Notice; provided that any telephonic notice must shall be confirmed promptly by delivery to for a term not exceeding thirty days and shall bear interest at the Swing Line Lender Rate. Within the limits of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and Facility, so long as the Administrative Agent not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be a minimum of $50,000. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Company. The Swing Line Lender shall makeAgent, in its sole discretion, each elects to make Swing Line Loan available to Loans, the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in may borrow and reborrow under this Section 2.06(i2.1(b), by remittance to the Issuing Bank) by 3:00 p.m. on the requested date of such Swing Line Loan.
Appears in 1 contract
Samples: Credit Agreement (Perrigo Co)
Swing Line Loans. By telephonic notice, promptly followed (awithin one Business Day) Subject by the delivery of a confirming Borrowing Request, to CSFB on or before 2:00 p.m., New York time, on the terms and conditions set forth herein, in reliance upon Business Day the agreements of the other Lenders set forth in this Section 2.05proposed Swing Line Loan is to be made, the Swing Line Lender may, in its sole discretion, make Swing Line Loans in Dollars to the Company Borrower may from time to time on any Business Day during the Availability Period, irrevocably request that Swing Line Loans be made by CSFB in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate minimum principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount 500,000 and an integral multiple of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans$500,000. All Swing Line Loans shall be ABR made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. Immediately upon the making The proceeds of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan shall be made available by CSFB, by its close of business on the Business Day telephonic notice is received by it as provided in this clause to the Borrower by wire transfer to the account the Borrower shall have specified in its notice therefor.
(i) any Swing Line Loan shall be outstanding for more than four Business Days or (ii) any Default shall occur and be continuing, each Revolving Loan Lender (other than CSFB) irrevocably agrees that it will, at the request of CSFB, make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to the product of such Lender’s Applicable 's Percentage times of the aggregate principal amount of all such Swing Line Loan.
Loans then outstanding (b) To request a such outstanding Swing Line Loan, Loans hereinafter referred to as the Company shall notify "REFUNDED SWING LINE LOANS"). On or before 2:00 p.m. (New York time) on the Administrative Agent of such request (i) first Business Day following receipt by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line each Lender of a request to make Revolving Loans as provided in the preceding sentence, each Revolving Loan Lender shall deposit in an account specified by CSFB the amount so requested in same day funds and such funds shall be applied by CSFB to repay the Refunded Swing Line Loan NoticeLoans. Each such At the time the aforementioned Lenders make the above referenced Revolving Loans, CSFB shall be deemed to have made, (in consideration of the making of the Refunded Swing Line Loans), Revolving Loans in an amount equal to CSFB's Percentage (determined by reference to its Revolving Loan Notice must be received by Commitment) of the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and aggregate principal amount of the requested Refunded Swing Line Loan, which shall be a minimum of $50,000Loans. The Administrative Agent will promptly advise Upon the Swing Line Lender of any such notice received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender making (oror deemed making, in the case of a CSFB) of any Revolving Loans pursuant to this clause, the amount so funded shall become outstanding under such Revolving Loan Lender's Revolving Note and shall no longer be owed under the Swing Line Note. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of CSFB) pursuant to this clause shall be appropriately adjusted to reflect the period of time during which CSFB had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Each Revolving Loan made Lender's obligation to finance make the reimbursement Revolving Loans referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against CSFB, any Obligor or any Person for any reason whatsoever; (ii) the occurrence or continuance of an LC Disbursement as provided any Default; (iii) any adverse change in Section 2.06(i), by remittance to the Issuing Bankcondition (financial or otherwise) by 3:00 p.m. on of any Obligor; (iv) the requested date acceleration or maturity of such any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of this Agreement or any other Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
Appears in 1 contract
Swing Line Loans. (ai) Subject to the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, The Company may borrow under the Swing Line Lender may, in its sole discretion, make Swing Line Loans in Dollars to the Company from time to time Loan Commitment on any Business Day during until the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate CommitmentTermination Date; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans. All Swing Line Loans shall be ABR Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.
(b) To request a Swing Line Loan, the Company shall notify give the Administrative Agent of such request irrevocable written notice (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic which notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Agent prior to 12:00 noon (Chicago time)) and the Agent shall promptly deliver to the Company and the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the day Bank a confirmation of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify specifying the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be in a minimum amount of $50,000100,000 or a whole multiple of $100,000 in excess thereof. The Administrative Agent will promptly advise proceeds of the Swing Line Lender Loan will be made available by the Swing Line Bank to the Company in immediately available funds at the office of the Swing Line Bank by 2:00 p.m. (Chicago time) on the date of such notice. The Company may at any time and from time to time, prepay the Swing Line Loans, in whole or in part, without premium or penalty, by notifying the Agent prior to 12:00 noon (Chicago time) on any Business Day of the date and amount of prepayment. If any such notice received from is given, the Companyamount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess thereof.
(ii) The Agent, acting upon the demand of the Swing Line Bank, at any time in the Swing Line Bank's sole and absolute discretion, shall on behalf of the Company (which hereby irrevocably directs the Agent to so act on its behalf) notify each Lender (including the Swing Line Bank) to make a Revolving Loan to the Company in a principal amount equal to such Xxxxxx's Pro Rata Share of the amount of such Swing Line Loan, unless any Lender or Lenders shall makebe obligated, pursuant to Section 2.01(a), to make funds available to the Agent on the date such notice is given in an aggregate amount equal to or in excess of such Swing Line Loan, in its sole discretion, each which case such funds shall be applied by the Agent first to repay such Swing Line Loan and any remaining funds shall be made available to the Company in accordance with Section 2.01(a); provided, however, that such notice shall be deemed to have automatically been given upon the occurrence of an Event of Default under Section 9.01(f) or (g). Upon notice from the Agent, following any demand by means the Swing Line Bank each Lender (other than the Swing Line Bank) will immediately transfer to the Agent, for transfer to the Swing Line Bank, in immediately available funds, an amount equal to such Lender's Pro Rata Share of the amount of such Swing Line Loan so repaid. Each Lender's obligation to transfer the amount of such Revolving Loan to the Agent 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 or any other Person may have against the Swing Line Bank, (ii) the occurrence or continuance of a credit to Default or an Event of Default or the general deposit account termination of the Revolving Loan Commitment, (iii) any adverse change in the condition (financial or otherwise) of the Company with or any other Person, (iv) any breach of this Agreement by the Company or any other Person or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
(iii) Notwithstanding anything herein to the contrary, the Swing Line Bank (i) shall not be obligated to make any Swing Line Loan if the conditions set forth in Article V have not been satisfied and (ii) shall not make any requested Swing Line Loan if, prior to 1:00 p.m. (Chicago time) on the date of such requested Swing Line Loan, it has received a written notice from the Agent or any Lender directing it not to make further Swing Line Loans because one or more of the conditions specified in Article V are not then satisfied.
(oriv) If prior to the making of a Loan required to be made by Section 2.03(b)(ii) an Event of Default described in Section 9.01(f) or 9.01(g) shall have occurred and be continuing with respect to the Company, each Lender will, on the date such Loan was to have been made pursuant to the notice described in Section 2.03(b)(ii), purchase an undivided participating interest in the outstanding Swing Line Loans in an amount equal to its Pro Rata Share of the aggregate principal amount of Swing Line Loans then outstanding. Each Lender will immediately transfer to the Agent for the benefit of the Swing Line Bank, in immediately available funds, the amount of its participation.
(v) Whenever, at any time after a Lender has purchased a participating interest in a Swing Line Loan, the Swing Line Bank receives any payment on account thereof, the Swing Line Bank will distribute to the Agent for delivery to each Lender its participating interest in such amount (appropriately adjusted, in the case of a interest payments, to reflect the period of time during which such Xxxxxx's participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Loan made Bank is required to finance be returned, such Xxxxxx will return to the reimbursement of an LC Disbursement as provided Agent for delivery to the Swing Line Bank any portion thereof previously distributed by the Swing Line Bank to it.
(vi) Each Lender's obligation to make the Loans referred to in Section 2.06(i)2.03(b)(ii) and to purchase participating interests pursuant to Section 2.03(b)(iv) shall be absolute and unconditional and shall not be affected by any circumstance, by remittance to including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right which such Lender or the Issuing Bank) by 3:00 p.m. on Company may have against the requested date of such Swing Line LoanBank, the Company or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default, (iii) any adverse change in the condition (financial or otherwise) of the Company, (iv) any breach of this Agreement or any other Loan Document by the Company, any Subsidiary or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
Appears in 1 contract
Swing Line Loans. (ai) Subject to Section 2.01(b), the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, Borrower may borrow under the Swing Line Lender may, in its sole discretion, make Swing Line Loans in Dollars to the Company from time to time Loan Maximum Amount on any Business Day during until the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate CommitmentTermination Date; provided that the Swing Line Lender Borrower shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within give the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans. All Swing Line Loans shall be ABR Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.
Agent irrevocable written notice (b) To request a Swing Line Loan, the Company shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic which notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Agent prior to 1:00 p.m. (New York time)) and the Agent shall promptly deliver to the Borrower and the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the day Bank a confirmation of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify specifying the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be in a minimum amount of $50,000100,000 or a whole multiple of $100,000 in excess thereof. The Administrative Agent will promptly advise proceeds of the Swing Line Lender Loan will be made available by the Swing Line Bank to the Borrower in immediately available funds at the office of the Swing Line Bank by 3:00 p.m. (New York time) on the date of such notice. The Borrower may at any time and from time to time, prepay the Swing Line Loans, in whole or in part, without premium or penalty, by notifying the Agent prior to 1:00 p.m. (New York time) on any Business Day of the date and amount of prepayment. If any such notice received from is given, the Companyamount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess thereof.
(ii) The Agent, acting upon the demand of the Swing Line Bank, at any time in the Swing Line Bank’s sole and absolute discretion, shall on behalf of the Borrower (which hereby irrevocably directs the Agent to so act on its behalf) notify each Lender (including the Swing Line Bank) to make a Revolving Loan to the Borrower in a principal amount equal to such Lender’s Pro Rata Share of the amount of any outstanding Swing Line Loan, unless any Lender or Lenders shall makebe obligated, pursuant to Section 2.01(a), to make funds available to the Agent on the date such notice is given in an aggregate amount equal to or in excess of such Swing Line Loan, in its sole discretion, each which case such funds shall be applied by the Agent first to repay such Swing Line Loan and any remaining funds shall be made available to the Company Borrower in accordance with Section 2.01(a); provided, however, that such notice shall be deemed to have automatically been given upon the occurrence of an Event of Default under Section 9.01(f) or (g). Upon notice from the Agent, following any demand by means of a credit to the general deposit account of the Company with the Swing Line Bank, each Lender (other than the Swing Line Bank) will immediately transfer to the Agent, for transfer to the Swing Line Bank, in immediately available funds, an amount equal to such Lender’s Pro Rata Share of the amount of such Swing Line Loan so repaid. Each Lender’s obligation to transfer the amount of such Revolving Loan to the Agent 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 or any other Person may have against the Swing Line Bank, (ii) the occurrence or continuance of a Default or an Event of Default or the termination of the Revolving Loan Commitment, (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any other Person, (iv) any breach of this Agreement by the Borrower or any other Person or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
(iii) Notwithstanding anything herein to the contrary, the Swing Line Bank (i) shall not be obligated to make any Swing Line Loan if the conditions set forth in Article V have not been satisfied and (ii) shall not make any requested Swing Line Loan if, prior to 2:00 p.m. (New York time) on the date of such requested Swing Line Loan, it has received a written notice from the Agent or any Lender directing it not to make further Swing Line Loans because one or more of the conditions specified in Article V are not then satisfied.
(iv) If prior to the making of a Loan required to be made by Section 2.03(b)(ii) an Event of Default described in Section 9.01(f) or (g) shall have occurred and be continuing (or, if for any other reason any Swing Line Loan cannot be refinanced with a borrowing of Revolving Loans pursuant to Section 2.03(b)(ii)), each Lender will, on the date such Loan was to have been made pursuant to the notice described in Section 2.03(b)(ii), purchase an undivided participating interest in the outstanding Swing Line Loans in an amount equal to its Pro Rata Share of the aggregate principal amount of Swing Line Loans then outstanding. Each Lender will immediately transfer to the Agent for the benefit of the Swing Line Bank, in immediately available funds, the amount of its participation.
(v) Whenever, at any time after a Lender has purchased a participating interest in a Swing Line Loan, the Swing Line Bank receives any payment on account thereof, the Swing Line Bank will distribute to the Agent for delivery to each Lender its participating interest in such amount (appropriately adjusted, in the case of a interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Loan made Bank is required to finance be returned, such Lender will return to the reimbursement of an LC Disbursement as provided Agent for delivery to the Swing Line Bank any portion thereof previously distributed by the Swing Line Bank to it.
(vi) Each Lender’s obligation to make the Loans referred to in Section 2.06(i2.03(b)(ii) and to purchase participating interests pursuant to Section 2.03(b)(iv) 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 or the Borrower may have against the Swing Line Bank, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default, (iii) any adverse change in the condition (financial or otherwise) of the Company, (iv) any breach of this Agreement or any other Loan Document by the Company, any Subsidiary or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
(vii) If any Lender fails to make available to the Agent for the account of the Swing Line Bank any amount required to be paid by such Lender pursuant to Section 2.03(b)(ii) or Section 2.03(b)(iv), by remittance then, without limiting the other provisions of this Agreement, the Swing Line Bank shall be entitled to recover from such Lender (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the Issuing Bank) date on which such payment is immediately available to the Swing Line Bank at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by 3:00 p.m. the Swing Line Bank in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the requested date Swing Line Bank in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or funded participation in respect of such the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Bank submitted to any Lender (through the Agent) with respect to any amounts owing under this clause (vii) shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Credit Agreement (CBIZ, Inc.)
Swing Line Loans. (a) Subject So long as Wachovia is the Swing Line Lender, the Commitment Termination Date shall not have occurred and the Swing Line Account Agreement shall not have been terminated, all Swing Line Loans shall be requested or deemed requested by the Borrower pursuant to the terms Swing Line Account Agreement and conditions set forth herein, all Borrowings of Swing Line Loans under this Agreement shall be made in reliance upon accordance with the agreements of Swing Line Account Agreement. In the other Lenders set forth in this Section 2.05, event Wachovia ceases to be the Swing Line Lender mayor the Swing Line Loan Account Agreement has been terminated, in its sole discretionso long as the Commitment Termination Date shall not have occurred, make Swing Line Loans in Dollars to may be requested by same day telephonic notice (followed by written confirmation no later than the Company from time to time next succeeding Business Day) on any or before 12:00 noon on the Business Day during the Availability Period, such Swing Line Loan is requested to be made; provided that all such Swing Line Loans shall be made in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate a minimum principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount 10,000 and an integral multiple of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loansat least $10,000. All Swing Line Loans shall be ABR made and maintained as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. Immediately upon the making The proceeds of a each Swing Line LoanLoan shall be made available to the Borrower as provided in the Swing Line Account Agreement.
(b) If (i) for any period of five consecutive Business Days, Swing Line Loans shall be outstanding in an aggregate principal amount in excess of $1,000,000 or (ii) any Default (other than a Default of the nature set forth in Section 8.1.9) shall occur and be continuing, each Lender shall be deemed toobligated, without any further action or notice, to make a Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender's Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding (such new Revolving Loan being herein referred to as a "Refunding Loan"); provided, however, that (x) for purposes of clause (i) above, the Borrower shall be obligated to give notice to the Administrative Agent on or before the first Business Day following any such period of five consecutive Business Days when the aggregate outstanding principal amount of Swing Line Loans has exceeded $1,000,000, which notice shall be accompanied by a Borrowing Request requesting a Borrowing of Refunding Loans as required above, and hereby irrevocably (y) no Lender shall be required to make any Refunding Loan if, after giving effect thereto, (A) the sum of all outstanding Refunding Loans made by such Lender would exceed such Lender's Percentage of the Swing Line Loan Commitment Amount or (B) the sum of all Swing Line Loans and unconditionally agrees toRevolving Loans made by such Lender, purchase from plus such Lender's Percentage of the aggregate amount of all Letter of Credit Outstandings, would exceed such Lender's Percentage of the then existing Revolving Loan Commitment Amount. The Administrative Agent shall promptly notify the other Lenders of the Borrowing Request for Refunding Loans described above, and, on or before 10:00 a.m. (Atlanta, Georgia time) on the first Business Day following such notice to the Lenders by the Administrative Agent, each Lender shall deposit in an account specified by the Swing Line Lender a risk participation the amount required pursuant to the previous sentence in same day funds and such funds shall be applied by the Swing Line Lender to repay the outstanding Swing Line Loans. At the time the aforementioned Lenders make the above referenced Refunding Loans, the Swing Line Lender shall be deemed to have made, a Revolving Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.
(b) To request a Swing Line Loan, Lender's Percentage of the Company shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and aggregate principal amount of the requested outstanding Swing Line Loan, which shall be a minimum of $50,000Loans. The Administrative Agent will promptly advise Upon the Swing Line Lender of any such notice received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender making (oror deemed making, in the case of a the Swing Line Loan made Lender) of any Revolving Loans pursuant to finance the reimbursement of an LC Disbursement as provided in Section 2.06(ithis clause (b), by remittance the amount so funded shall become outstanding under such Lender's Revolving Note and shall no longer be owed under the Swing Line Note. All interest payable with respect to any Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to this clause (b) shall be appropriately adjusted to reflect the period of time during which the Swing Line Lender had outstanding Swing Line Loans in respect of which such Revolving Loans were made. Any term or provision of this Agreement to the Issuing Bank) by 3:00 p.m. on contrary notwithstanding, the requested date of such Swing Line Loan.parties hereto agree that:
Appears in 1 contract
Samples: Credit Agreement (Medaphis Corp)
Swing Line Loans. (a) Subject to Upon the terms and subject to the conditions set forth hereinhereof, and in reliance upon the agreements representations and warranties herein set forth, NationsBank agrees to make a loan or loans to the Borrower (each a "Swing Line Loan" and collectively, the "Swing Line Loans"), which Swing Line Loans (i) shall be made as Base Rate Loans; (ii) may be repaid and reborrowed in accordance with the provisions hereof; (iii) shall not exceed in aggregate principal amount at any time outstanding the amount of the other Lenders set forth in this Section 2.05Aggregate Revolving Commitments minus the aggregate principal amount of all Revolving Loans then outstanding, the Swing Line Lender Stated Amount of all Letters of Credit, and, to the extent not included in the amount of such Revolving Loans or Letters of Credit, the amount of all Unpaid Drawings; (iv) shall not exceed Five Million Dollars ($5,000,000.00) in aggregate principal amount at any time outstanding; (v) shall be made in accordance with any autoborrow service agreement between the Borrower and NationsBank; and (vi) shall not be made after NationsBank has received written notice from the Required Lenders that a Default or Event of Default has occurred and is continuing.
(b) On any Business Day, NationsBank may, in its sole discretion, make Swing Line Loans in Dollars give notice to the Company from time to time on any Business Day during Agent and the Availability Period, in an aggregate principal amount at any time Lenders (other than NationsBank) that its outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans. All Swing Line Loans shall be ABR funded with a borrowing of Revolving Loans (PROVIDED that each such notice shall be deemed to have been automatically given upon the occurrence of an Event of Default), in which case a borrowing of Revolving Credit Loans constituting Base Rate Loans shall be made on the immediately succeeding Business Day by all of the Lenders ratably based upon each Lender's Revolving Commitment Percentage, and the proceeds thereof shall be applied directly to repay NationsBank for such outstanding Swing Line Loans. Immediately Each Lender hereby irrevocably agrees to make Base Rate Loans upon one (1) Business Day's notice in the making amount and in the manner specified in the preceding sentence and on the date specified in writing by the Agent notwithstanding (i) that the amount of such borrowing may not comply with the minimum borrowing amounts otherwise required hereunder, (ii) whether any conditions specified in Section 5.2 are then satisfied, (iii) whether a Default or Event of Default has occurred and is continuing, and (iv) any reduction in the Aggregate Revolving Commitments after any such Swing Line Loans were made. In the event that any borrowing pursuant to this Section 2.3 cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a Swing Line Loanproceeding under the Bankruptcy Code in respect of the Borrower), each Lender (other than NationsBank) hereby agrees that it shall forthwith purchase from NationsBank (without recourse or warranty) such assignment of the outstanding Swing Line Loans as shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from necessary to cause the Swing Line Lender a risk participation Lenders to share in such Swing Line Loans ratably based upon their respective Revolving Commitment Percentages, PROVIDED that all interest payable on the Swing Line Loans shall be for the account of NationsBank until the date the respective Revolving Loan in an amount equal is purchased and, to the product extent attributable to the purchased Revolving Loan, shall be payable to the Lender purchasing such Revolving Loan from and after such date of purchase.
(c) Whenever the Borrower desires to borrow a Swing Line Loan hereunder, it shall deliver to NationsBank irrevocable notice thereof (which notice may be in writing or by telecopy, telex or telegraph, or by telephone, if immediately confirmed in writing, substantially in the form of a Notice of Borrowing) not later than 1:00 p.m., Eastern Time, on the proposed borrowing date. Such notice shall specify (i) the date of such Lender’s Applicable Percentage times borrowing and (ii) the amount of such the Swing Line Loan.
(b) To request a Swing Line Loan, the Company shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be a minimum of $50,000. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender (or, in the case of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(i), by remittance to the Issuing Bank) by 3:00 p.m. on the requested date of such Swing Line Loan.
Appears in 1 contract
Swing Line Loans. (ai) Subject to Section 2.01(c), the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, Borrower may borrow under the Swing Line Lender may, in its sole discretion, make Swing Line Loans in Dollars to the Company from time to time Loan Maximum Amount on any Business Day during until the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate CommitmentTermination Date; provided that the Swing Line Lender Borrower shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within give the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loans. All Swing Line Loans shall be ABR Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.
Agent irrevocable written notice (b) To request a Swing Line Loan, the Company shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic which notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Agent prior to 1:00 p.m. (New York time)) and the Agent shall promptly deliver to the Borrower and the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the day Bank a confirmation of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify specifying the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be in a minimum amount of $50,000100,000 or a whole multiple of $100,000 in excess thereof. The Administrative Agent will promptly advise proceeds of the Swing Line Lender Loan will be made available by the Swing Line Bank to the Borrower in immediately available funds at the office of the Swing Line Bank by 3:00 p.m. (New York time) on the date of such notice. The Borrower may at any time and from time to time, prepay the Swing Line Loans, in whole or in part, without premium or penalty, by notifying the Agent prior to 1:00 p.m. (New York time) on any Business Day of the date and amount of prepayment. If any such notice received from is given, the Companyamount specified in such notice shall be due and payable on the date specified therein. Partial prepayments shall be in an aggregate principal amount of $100,000 or a whole multiple of $100,000 in excess thereof.
(ii) The Agent, acting upon the demand of the Swing Line Bank, at any time in the Swing Line Bank’s sole and absolute discretion, shall on behalf of the Borrower (which hereby irrevocably directs the Agent to so act on its behalf) notify each Lender (including the Swing Line Bank) to make a Revolving Loan to the Borrower in a principal amount equal to such Xxxxxx’s Pro Rata Share of the amount of any outstanding Swing Line Loan, unless any Lender or Lenders shall makebe obligated, pursuant to Section 2.01(b), to make funds available to the Agent on the date such notice is given in an aggregate amount equal to or in excess of such Swing Line Loan, in its sole discretion, each which case such funds shall be applied by the Agent first to repay such Swing Line Loan and any remaining funds shall be made available to the Company Borrower in accordance with Section 2.01(b); provided, however, that such notice shall be deemed to have automatically been given upon the occurrence of an Event of Default under Section 9.01(f) or (g). Upon notice from the Agent, following any demand by means of a credit to the general deposit account of the Company with the Swing Line Bank, each Lender (other than the Swing Line Bank) will immediately transfer to the Agent, for transfer to the Swing Line Bank, in immediately available funds, an amount equal to such Lender’s Pro Rata Share of the amount of such Swing Line Loan so repaid. Each Lender’s obligation to transfer the amount of such Revolving Loan to the Agent 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 or any other Person may have against the Swing Line Bank, (ii) the occurrence or continuance of a Default or an Event of Default or the termination of the Aggregate Revolving Loan Commitments, (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any other Person, (iv) any breach of this Agreement by the Borrower or any other Person or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
(iii) Notwithstanding anything herein to the contrary, the Swing Line Bank (i) shall not be obligated to make any Swing Line Loan if the conditions set forth in Article V have not been satisfied and (ii) shall not make any requested Swing Line Loan if, prior to 2:00 p.m. (New York time) on the date of such requested Swing Line Loan, it has received a written notice from the Agent or any Lender directing it not to make further Swing Line Loans because one or more of the conditions specified in Article V are not then satisfied.
(iv) If prior to the making of a Revolving Loan required to be made by Section 2.03(b)(ii) an Event of Default described in Section 9.01(f) or (g) shall have occurred and be continuing (or, if for any other reason any Swing Line Loan cannot be refinanced with a borrowing of Revolving Loans pursuant to Section 2.03(b)(ii)), each Lender will, on the date such Loan was to have been made pursuant to the notice described in Section 2.03(b)(ii), purchase an undivided participating interest in the outstanding Swing Line Loans in an amount equal to its Pro Rata Share of the aggregate principal amount of Swing Line Loans then outstanding. Each Lender will immediately transfer to the Agent for the benefit of the Swing Line Bank, in immediately available funds, the amount of its participation.
(v) Whenever, at any time after a Lender has purchased a participating interest in a Swing Line Loan, the Swing Line Bank receives any payment on account thereof, the Swing Line Bank will distribute to the Agent for delivery to each Lender its participating interest in such amount (appropriately adjusted, in the case of a interest payments, to reflect the period of time during which such Xxxxxx’s participating interest was outstanding and funded); provided, however, that in the event that such payment received by the Swing Line Loan made Bank is required to finance be returned, such Xxxxxx will return to the reimbursement of an LC Disbursement as provided Agent for delivery to the Swing Line Bank any portion thereof previously distributed by the Swing Line Bank to it.
(vi) Each Lender’s obligation to make the Revolving Loans referred to in Section 2.06(i2.03(b)(ii) and to purchase participating interests pursuant to Section 2.03(b)(iv) 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 or the Borrower may have against the Swing Line Bank, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default, (iii) any adverse change in the condition (financial or otherwise) of the Company, (iv) any breach of this Agreement or any other Loan Document by the Company, any Subsidiary or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
(vii) If any Lender fails to make available to the Agent for the account of the Swing Line Bank any amount required to be paid by such Lender pursuant to Section 2.03(b)(ii) or Section 2.03(b)(iv), by remittance then, without limiting the other provisions of this Agreement, the Swing Line Bank shall be entitled to recover from such Lender (acting through the Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the Issuing Bank) date on which such payment is immediately available to the Swing Line Bank at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by 3:00 p.m. the Swing Line Bank in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the requested date Swing Line Bank in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Loan included in the relevant Borrowing or funded participation in respect of such the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Bank submitted to any Lender (through the Agent) with respect to any amounts owing under this clause (vii) shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Credit Agreement (CBIZ, Inc.)
Swing Line Loans. (a) Subject By telephonic notice to the terms and conditions set forth herein, in reliance upon the agreements of the other Lenders set forth in this Section 2.05, the Swing Line Lender mayon or before 12:00 noon Local Time on a Business Day (followed (within one Business Day) by the delivery of a confirming Borrowing Request), in its sole discretion, make Swing Line Loans in Dollars to the Company may from time to time on any Business Day during the Availability Period, in an aggregate principal amount at any time outstanding irrevocably request that will not result in (i) the aggregate principal amount of outstanding Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; provided that be made by the Swing Line Lender shall not be required to make a Swing Line Loan to refinance in an outstanding Swing Line Loan. Within the foregoing limits aggregate minimum principal amount of $500,000 and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loansan integral multiple of $100,000. All Swing Line Loans shall be ABR made as Base Rate Loans and shall not be entitled to be converted into LIBO Rate Loans. Immediately upon The proceeds of each Swing Line Loan shall be made available by the making Swing Line Lender to the Company by wire transfer to the account the Company shall have specified in its notice therefor by the close of business on the Business Day telephonic notice is received by the Swing Line Lender.
(b) If (i) any Swing Line Loan shall be outstanding for more than four Business Days, (ii) any Swing Line Loan is or will be outstanding on a date when the Company requests that a U.S. Revolving Loan be made, or (iii) any Specified Default shall occur and be continuing, then each U.S. Revolving Loan Lender (other than the Swing Line Lender) irrevocably agrees that it will, at the request of the Swing Line Lender, make a U.S. Revolving Loan (which shall initially be funded as a Base Rate Loan) in an amount equal to such Lender’s U.S. Revolving Loan Percentage of the aggregate principal amount of all such Swing Line Loans then outstanding (such outstanding Swing Line Loans hereinafter referred to as the “Refunded Swing Line Loans”). On or before 11:00 a.m. New York time on the first Business Day following receipt by each U.S. Revolving Loan Lender of a request to make U.S. Revolving Loans as provided in the preceding sentence, each U.S. Revolving Loan Lender shall deposit in an account specified by the Swing Line LoanLender the amount so requested in same day funds and such funds shall be applied by the Swing Line Lender to repay the Refunded Swing Line Loans. At the time the U.S. Revolving Loan Lenders make the above referenced U.S. Revolving Loans, each the Swing Line Lender shall be deemed toto have made, and hereby irrevocably and unconditionally agrees to, purchase from in consideration of the making of the Refunded Swing Line Lender a risk participation in such Swing Line Loan Loans, U.S. Revolving Loans in an amount equal to the product of such Swing Line Lender’s Applicable U.S. Revolving Loan Percentage times of the amount of such Swing Line Loan.
(b) To request a Swing Line Loan, the Company shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and aggregate principal amount of the requested Refunded Swing Line Loan, which shall be a minimum of $50,000Loans. The Administrative Agent will promptly advise Upon the Swing Line Lender of any such notice received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender making (oror deemed making, in the case of a the Swing Line Lender) of any U.S. Revolving Loans pursuant to this clause, the amount so funded shall become outstanding under such U.S. Revolving Loan Lender’s U.S. Revolving Note and shall no longer be owed under the Swing Line Note. All interest payable with respect to any U.S. Revolving Loans made (or deemed made, in the case of the Swing Line Lender) pursuant to finance this clause shall be appropriately adjusted to reflect the reimbursement period of an LC Disbursement as provided time during which the Swing Line Lender had outstanding Swing Line Loans in Section 2.06(i)respect of which such U.S. Revolving Loans were made. Each U.S. Revolving Loan Lender’s obligation to make the U.S. Revolving Loans referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, by remittance to including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Issuing BankSwing Line Lender, any Obligor or any Person for any reason whatsoever; (ii) by 3:00 p.m. on the requested date occurrence or continuance of such any Default; (iii) any adverse change in the condition (financial or otherwise) of any Obligor; (iv) the acceleration or maturity of any Obligations or the termination of any Commitment after the making of any Swing Line Loan; (v) any breach of any Loan Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
(c) If at the time U.S. Revolving Loans would otherwise be required to be made to prepay Refunded Swing Line Loans pursuant to clause (b) of this Section an Event of Default under Section 8.1.9 hereof has occurred and is continuing, then the Refunded Swing Line Loans shall not be refunded pursuant to clause (b) of this Section and instead each U.S. Revolving Loan Lender shall purchase a participation from the Swing Line Lender in the Refunded Swing Line Loans in an amount equal to such Lender’s U.S. Revolving Loan Percentage of the aggregate principal amount of all Refunded Swing Line Loans. Each U.S. Revolving Loan Lender’s obligation to purchase a participation in the Refunded Swing Line Loans referred to in this clause shall be absolute and unconditional and shall not be affected by any circumstance, including each of the circumstances specified in the last sentence of clause (b) of this Section.
Appears in 1 contract
Swing Line Loans. (a) Subject In addition to the terms and conditions set forth hereinother options available to Borrower hereunder, in reliance upon the agreements up to $15,000,000 of the other Lenders set forth in this Section 2.05, the Swing Line Lender mayLender's Commitment, in its sole discretion, make shall be available for Swing Line Loans in Dollars subject to the Company from time to time on any Business Day during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding following terms and conditions. Swing Line Loans exceeding $25,000,000 or (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment; shall be made available for same day borrowings provided that the Swing Line Lender shall not be required to make a Swing Line Loan to refinance an outstanding Swing Line Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swing Line Loansnotice is given in accordance with Section 2.11 hereof. All Swing Line Loans shall be bear interest at the ABR LoansRate. Immediately upon the making of a Swing Line Loan, each Lender In no event shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender be required to fund a risk participation in such Swing Line Loan in if it would increase the total aggregate outstanding Loans by Swing Line Lender hereunder to an amount equal to in excess of its Commitment. Each Swing Line Loan shall be paid in full by the product of such Lender’s Applicable Percentage times Borrower on or before the amount of fifth (5th) day after the Borrowing Date for such Swing Line Loan.
(b) To request a Swing Line Loan. In addition, the Company shall notify the Administrative Agent of such request (i) by telephone or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the day of a proposed Swing Line Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swing Line Loan, which shall be a minimum of $50,000. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Company. The Swing Line Lender shall make, in its sole discretion, each Swing Line Loan available to the Company by means of a credit to the general deposit account of the Company with the Swing Line Lender (ori) may at any time in its sole discretion with respect to any outstanding Swing Line Loan, or (ii) shall on the fifth (5th) day after the Borrowing Date of any Swing Line Loan, require each Lender (including the Swing Line Lender) to make a Loan in the case amount of a Swing Line Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(i), by remittance to the Issuing Bank) by 3:00 p.m. on the requested date such Lender's Percentage of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon), for the purpose of repaying such Swing Line Loan. Not later than noon (Chicago time) on the date of any notice received pursuant to this Section 2.15, each Lender shall make available its required Loan, in funds immediately available in Chicago to the Administrative Agent at its address specified pursuant to Article XV. Revolving Loans made pursuant to this Section 2.15 shall initially be ABR Loans and thereafter may be continued as ABR Loans or converted into LIBOR Loans in the manner provided in Section 2.12 and subject to the other conditions and limitations set forth in this Article II. Unless the Swing Line Lender had knowledge of a Default prior to its making any Swing Line Loan (in which event Swing Line Lender agrees not to make a Swing Line Loan), a Lender's obligation to make Loans pursuant to this Section 2.15 to repay Swing Line Loans shall be unconditional, continuing, irrevocable and absolute and shall not be affected by any circumstances, including, without limitation, (a) any set-off, counterclaim recoupment, defense or other right which such Lender may have against the Administrative Agent, the Swing Line Lender or any other Person, (b) the occurrence or continuance of a Default or Unmatured Default, (c) any adverse change in the condition (financial or otherwise) of the Borrower, or (d) any other circumstances, happening or event whatsoever. In the event that any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.15, the Administrative Agent shall be entitled to receive, retain and apply against such obligation the principal and interest otherwise payable to such Lender hereunder until the Administrative Agent receives such payment from such Lender or such obligation is otherwise fully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment to the Administrative Agent of any amount due under this Section 2.15, such Lender shall be deemed, at the option of the Administrative Agent, to have unconditionally and irrevocably purchased from the Swing Line Lender, without recourse or warranty, an undivided interest and participation in the applicable Swing Line Loan in the amount of such payment not made by such Lender, and such interest and participation may be recovered from such Lender together with interest thereon at the Federal Funds Effective Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. Swing Line Loans may be outstanding for a maximum of ten (10) days during any calendar month. On the Facility Termination Date, the Borrower shall repay in full the outstanding principal balance of the Swing Line Loans.
Appears in 1 contract
Samples: Unsecured Revolving Credit Agreement (Storage Usa Inc)
Swing Line Loans. (a) Subject to the terms and conditions set forth hereinherein (including Section 2.22), in reliance upon the agreements of the other Lenders set forth in this Section 2.052.04, the Swing Line Swingline Lender may, in its sole discretion, agrees to make Swing Line Swingline Loans in Dollars to the Company Borrower from time to time on any Business Day during the Revolving Availability Period, denominated in dollars, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount outstanding Swingline Loans of outstanding Swing Line Loans the Swingline Lender exceeding $25,000,000 its Swingline Commitment or (ii) the Dollar Amount of the total aggregate Revolving Credit Exposures exceeding the Aggregate Commitmentaggregate Revolving Commitments; provided that the Swing Line Swingline Lender shall not be required to make a Swing Line Swingline Loan (x) to refinance an outstanding Swing Line LoanSwingline Loan or (y) if any Lender is at that time a Defaulting Lender and after giving effect to Section 2.22(a)(iv), any Defaulting Lender Fronting Exposure remains outstanding. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company Borrower may borrow, prepay and reborrow Swing Line Swingline Loans. All Swing Line Loans shall be ABR Loans. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.
(b) To request a Swing Line Swingline Loan, the Company Borrower shall notify the Administrative Agent and the Swingline Lender of such request (i) by telephone (confirmed in writing), not later than 1:00 p.m., New York time, or, if agreed by the Swingline Lender, 2:00 p.m., New York time (in the case of a Swingline Loan denominated in dollars) or (ii) by a Swing Line Loan Notice; provided that any telephonic notice must be facsimile or other electronic transmission (confirmed promptly by delivery to the Swing Line Lender of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent telephone), not later than 1:00 p.m. p.m., New York Time, or, if agreed by the Swingline Lender, 2:00 p.m., New York Time on the day of a such proposed Swing Line Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and ), the amount of the requested Swing Line LoanSwingline Loan and (x) if the funds are not to be credited to a general deposit account of the Borrower maintained with the Swingline Lender, the location and number of the Borrower’s account to which funds are to be disbursed, which shall be a minimum comply with Section 2.06, or (y) in the case of $50,000any ABR Revolving Borrowing or Swingline Loan requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), the identity of the Issuing Bank that made such LC Disbursement. The Administrative Agent will promptly advise the Swing Line Lender of any such notice received from the Company. The Swing Line Swingline Lender shall make, in its sole discretion, make each Swing Line Swingline Loan available to the Company Borrower by means of a credit to the general deposit account accounts of the Company Borrower maintained with the Swing Line Swingline Lender or such other deposit account identified by Borrower (or, in the case of a Swing Line Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(i2.05(f), by remittance to the applicable Issuing Bank) by 3:00 p.m. p.m., New York Time, on the requested date of such Swing Line Swingline Loan.
(c) The Swingline Lender may by written notice given to the Administrative Agent not later than 1:00 p.m., New York Time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice the currency and such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds in the applicable currency, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (with references to 12:00 noon, New York Time, in such Section being deemed to be references to 3:00 p.m., New York Time) (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other Person on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted by the Swingline Lender to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear, provided that any such payment so remitted shall be repaid to the Swingline Lender or the Administrative Agent, as the case may be, and thereafter to the Borrower, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
(d) The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more Revolving Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, executed by the Borrower, the Administrative Agent and such designated Swingline Lender, and, from and after the effective date of such acceptance, (i) such Revolving Lender shall have all the rights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such Revolving Lender in its capacity as a lender of Swingline Loans hereunder.
(e) The Borrower may terminate the appointment of any Swingline Lender as a “Swingline Lender” hereunder by providing a written notice thereof to such Swingline Lender, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) such Swingline Lender’s acknowledging receipt of such notice and (ii) the fifth Business Day following the date of the delivery thereof, provided that no such termination shall become effective until and unless the Swingline Exposure of such Swingline Lender shall have been reduced to zero. Notwithstanding the effectiveness of any such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to such termination, but shall not make any additional Swingline Loans.
Appears in 1 contract
Samples: Credit Agreement (Schiff Nutrition International, Inc.)
