Swingline Commitment. (a) Subject to the terms and conditions hereof, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such Swingline Lender’s Swingline Commitment then in effect, (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. (b) The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.
Appears in 7 contracts
Samples: Credit Agreement (Avis Budget Group, Inc.), Credit Agreement (Avis Budget Group, Inc.), Credit Agreement (Avis Budget Group, Inc.)
Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower Borrowers under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary BorrowerBorrowers; provided that (i) the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of Swingline outstanding Revolving Loans made by such Swingline Lender outstanding at any time (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed such Swingline Lender’s Swingline its Revolving Commitment then in effect, (ii) the sum of all outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit Loans shall not exceed the amount of such aggregate Swingline Lender’s Revolving Commitment and Commitment, (iii) the Borrower or sum of the relevant Subsidiary Borrower shall not request, and a outstanding Swingline Loans made by such Swingline Lender shall not exceed the Swingline Commitment of such Swingline Lender and (iv) no Borrower shall request, and no Swingline Lender shall make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.
(b) The Borrower or relevant Subsidiary applicable Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary applicable Borrower shall repay all Swingline Loans made to it then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans made to such Borrower that are outstanding.
Appears in 6 contracts
Samples: Credit Agreement (Ultra Clean Holdings, Inc.), Credit Agreement (Ultra Clean Holdings, Inc.), Credit Agreement (Ultra Clean Holdings, Inc.)
Swingline Commitment. (a) Subject to the terms and conditions hereof, each from time to time during the Revolving Credit Commitment Period, the Swingline Lender severally agrees to may at its sole discretion make a portion of the credit otherwise available to the Borrower and any Subsidiary Parent Borrower under the USD Revolving Credit Commitments from time to time during the Revolving Commitment Period by making swing line loans in Dollars (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Parent Borrower; provided that (i) the sum of (x) the Swingline Exposure of the Swingline Lender (in its capacity as the Swingline Lender and a USD Revolving Credit Lender), (y) the aggregate principal amount of Swingline outstanding USD Revolving Credit Loans made by such the Swingline Lender outstanding at any time (in its capacity as a USD Revolving Credit Lender) and (z) the L/C Exposure of the Swingline Lender (in its capacity as a USD Revolving Credit Lender) shall not exceed such the USD Revolving Credit Commitment of the Swingline Lender (in its capacity as a USD Revolving Credit Lender’s Swingline Commitment ) then in effect, (ii) the sum of the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit Loans shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Parent Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Credit Commitments in respect of the USD Revolving Credit Facility would be less than zero. During the Revolving Credit Commitment Period, the Borrower and any Subsidiary Parent Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans onlyLoans.
(b) The Borrower or relevant Subsidiary Parent Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Credit Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two five Business Days after such Swingline Loan is made; provided that on each date that a USD Revolving Credit Loan is borrowed, the Borrower or relevant Subsidiary Parent Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of USD Revolving Credit Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.
Appears in 5 contracts
Samples: Credit Agreement (CONMED Corp), Credit Agreement (CONMED Corp), Credit Agreement (Conmed Corp)
Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally agrees agrees, in reliance upon the agreements of the other Lenders set forth in Section 2.5, to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period for any Revolving Commitments by making swing line swingline loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that (ia) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans hereunder, may exceed the Swingline Commitment then in effect, (ii) and the outstanding principal aggregate amount of such Swingline Lender’s Revolving Extensions Loans made by Bank of Credit America, N.A. shall not exceed the amount of such Swingline Lender’s Revolving Commitment and of Bank of America, N.A. unless otherwise agreed by Bank of America, N.A. in its sole discretion), (iiib) the Borrower or the relevant Subsidiary Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zerozero and (c) the Swingline Lender shall be under no obligation to make any Swingline Loan at any time that any Revolving Lender is a Defaulting Lender unless the Swingline Lender has entered into arrangements, including, if requested, the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate such Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.21(a)(iii)) with respect to the Defaulting Lender arising from either the Swingline Loan to be made and all other Swingline Loans as to which such Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. During the Revolving Commitment PeriodPeriod for any Revolving Commitments, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.
(b) The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.
Appears in 5 contracts
Samples: Restatement Agreement (Charter Communications, Inc. /Mo/), Credit Agreement (Cco Holdings LLC), Restatement Agreement (Cco Holdings LLC)
Swingline Commitment. (a) Subject to the terms and conditions hereofhereof and in reliance upon the agreements of the other Lenders set forth in this Section 2.6, each the Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower Revolving Borrowers under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line swingline loans in Dollars (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary BorrowerRevolving Borrowers; provided that (i) the aggregate principal amount Outstanding Amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the aggregate Outstanding Amount of Swingline Loans at any time, when aggregated with the Outstanding Amount of the Swingline Lender’s other Revolving Loans, may exceed the Swingline Commitment then in effect), (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower Borrowers shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments of the Lenders would be less than zerozero and (iii) no Revolving Borrower shall use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan (whether borrowed by it or another Revolving Borrower). During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower Revolving Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan (each a “Swingline Participation”) in an amount equal to the product of such Revolving Lender’s Revolving Percentage of such Swingline Loan.
(b) The Borrower or relevant Subsidiary Borrower Revolving Borrowers shall repay to the Administrative Agent for the account of the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan on the earlier earliest to occur of (i) the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two ten Business Days after such Swingline Loan is made; provided that on each date that a made and (ii) the Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstandingTermination Date.
Appears in 5 contracts
Samples: Credit Agreement (Clarivate PLC), Incremental Facility Amendment (CLARIVATE PLC), Incremental Facility Amendment (CLARIVATE PLC)
Swingline Commitment. (a) Subject to the terms and conditions hereof, each (i) the Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower Borrowers under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary BorrowerBorrowers; provided that (i) any Swingline Loan shall be made in the sole discretion of the Swingline Lender, (ii) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect) and, (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or sum of (x) the relevant Subsidiary Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect and (iv) no Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.
(b) The Borrower or relevant Subsidiary Each Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary applicable Borrower shall repay all of its Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.
Appears in 4 contracts
Samples: Credit Agreement (Wolverine World Wide Inc /De/), Credit Agreement (Wolverine World Wide Inc /De/), Credit Agreement (Tempur Sealy International, Inc.)
Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein, each the Swingline Lender severally agrees to may, in its reasonable discretion, make a portion of the credit otherwise available Swingline Loans to the Borrower and any Subsidiary Borrower under the Revolving Commitments Borrower, from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) Availability Period, in Dollars an aggregate principal amount outstanding at any time not to exceed the Borrower and any Subsidiary Borrower; provided that lesser of (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such Swingline Lender’s Swingline Commitment then in effect, effect and (ii) the outstanding principal amount difference between the Aggregate Revolving Commitments and the aggregate Revolving Credit Exposures of such Swingline Lender’s Revolving Extensions of Credit shall not exceed all Lenders; provided, that the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a Swingline Lender shall not make, any be required to make a Swingline Loan if, after giving effect to the making of such refinance an outstanding Swingline Loan. The Borrower shall be entitled to borrow, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower repay and any Subsidiary Borrower may use the reborrow Swingline Commitment by borrowing, repaying and reborrowing, all Loans in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans onlyof this Agreement.
(b) The Borrower shall give the Administrative Agent written notice (or relevant Subsidiary telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit 2.4 attached hereto (“Notice of Swingline Borrowing”) prior to 11:00 a.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline Borrowing. Each Swingline Loan shall repay accrue interest at the Base Rate plus the Applicable Margin. The aggregate principal amount of each Swingline Loan shall not be less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the Borrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Borrower in Dollars in immediately available funds at the account specified by the Borrower in the applicable Notice of Swingline Borrowing not later than 1:00 p.m. on the requested date of such Swingline Loan.
(c) The Swingline Lender, at any time and from time to time in its sole discretion, may, but in no event no less frequently than once each calendar week shall, on behalf of the Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lenders Lender in accordance with Section 2.6, and such proceeds will be used solely for the then unpaid principal amount repayment of each such Swingline Loan on Loan.
(d) If for any reason a Base Rate Borrowing may not be (as determined in the earlier sole discretion of the Revolving Termination Date and Administrative Agent), or is not, made in accordance with the first date after foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan is made that is in an amount equal to its Pro Rata Share thereof on the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that such Base Rate Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender.
(e) Each Lender’s obligation to make a Revolving Base Rate Loan is borrowedpursuant to Section 2.4(c) or to purchase the participating interests pursuant to Section 2.4(d) 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 Lender or any other Person may have or claim against the Swingline Lender, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and any other Person for any reason whatsoever, (ii) the proceeds existence of a Default or an Event of Default or the termination of any such borrowing Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of Revolving Loans shall any event or condition which has had or could reasonably be applied expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by any Loan Party, the Administrative Agent or any Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to repay any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans outstandingin the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section 2.4, until such amount has been purchased in full.
Appears in 4 contracts
Samples: Credit Agreement (Malibu Boats, Inc.), Credit Agreement (Malibu Boats, Inc.), Credit Agreement (Malibu Boats, Inc.)
Swingline Commitment. (a) Subject to the terms and conditions hereof, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that (i) the aggregate principal amount of Swingline Loans made by such from a Swingline Lender outstanding at any time shall not exceed the Swingline Commitment of such Swingline Lender then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s outstanding Loans (other than Swingline Loans), may exceed the Swingline Commitment then in effect, ) and (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a no Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, (x) such Swingline Lender’s Exposure would exceed its Commitment or (y) the aggregate amount of Total Exposures would exceed the Available Revolving Commitments would be less than zeroTotal Commitments. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans onlyor Alternate Rate Swingline Loans.
(b) A Swingline Loan shall be an ABR Loan, unless the Borrower has requested an Alternate Rate Swingline Loan. At all times such Loan is an Alternate Rate Swingline Loan, the Borrower shall pay interest on the unpaid principal amount of such Alternate Rate Swingline Loan from the Borrowing Date of such Alternate Rate Swingline Loan until such principal amount shall be paid in full at a rate per annum equal to the Alternate Rate in effect from time to time plus the Applicable Margin for ABR Loans in effect from time to time.
(c) The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the each Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made by such Swingline Lender and accrued interest thereon on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two five Business Days after such Swingline Loan is mademade (or such earlier date on which the Swingline Loans become due and payable pursuant to Section 7); provided that on each date that a Revolving Loan (other than a Swingline Loan) is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.
Appears in 4 contracts
Samples: Credit Agreement, Credit Agreement (Southern California Edison Co), Credit Agreement (Southern California Edison Co)
Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein, each the Swingline Lender severally agrees to make a portion of the credit otherwise available Swingline Loans to the Borrower and any Subsidiary Borrower under the Revolving Commitments Borrower, from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) Availability Period, in Dollars an aggregate principal amount outstanding at any time not to exceed the Borrower and any Subsidiary Borrower; provided that lesser of (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such Swingline Lender’s Swingline Commitment then in effect, effect and (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed difference between the amount of such Swingline Lender’s Aggregate Revolving Commitment Amount and (iii) the Borrower or aggregate Revolving Credit Exposures of all Lenders; provided, that the relevant Subsidiary Borrower shall not request, and a Swingline Lender shall not make, any be permitted to make a Swingline Loan if, after giving effect to the making of such refinance an outstanding Swingline Loan. The Borrower shall be entitled to borrow, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower repay and any Subsidiary Borrower may use the reborrow Swingline Commitment by borrowing, repaying and reborrowing, all Loans in accordance with the terms and conditions hereofof this Agreement. The Swingline Loans Lender shall not be ABR Loans onlyrequired to make any Swingline Loan if there is any Defaulting Lender at the time of any request for such Swingline Loan or the making of a Swingline Loan unless to the extent not otherwise reallocated among all other Lenders that are Non-Defaulting Lenders in accordance with Section 3.2(f), the Borrower has cash collateralized (in accordance with Section 2.23(g)) a portion of the obligations of the Borrower owed to the Swingline Lender in an amount equal to such Defaulting Lender’s Swingline Exposure.
(b) The Swingline Lender agrees to make Swingline Loans to the Borrower or relevant Subsidiary from time to time in accordance with the treasury and cash management services and products provided to the Borrower by the Swingline Lender (the “Cash Management Swingline Loans”). For other Swingline Loans, the Borrower shall repay give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit 2.4 attached hereto (“Notice of Swingline Borrowing”) prior to 1:00 p.m. (Richmond, Virginia time) on the requested date of each Swingline Borrowing. Each Notice of Swingline Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline Borrowing. Each Swingline Loan shall accrue interest at the Swingline Rate. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the Borrower. Unless the Swingline Lender has received notice from the Administrative Agent or any Lender on or before the Business Day immediately preceding the date the Swingline Lender is to make the requested Swingline Loan directing the Swingline Lender not to make the Swingline Loan because such Swingline Loan is not then permitted hereunder because of the limitations set forth in Section 2.4(a) or that one or more conditions specified in Article 3 are not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will make the proceeds of each Swingline Loan available to the Borrower in Dollars in immediately available funds at the account specified by the Borrower in the applicable Notice of Swingline Borrowing not later than the later of 1:00 p.m. (Richmond, Virginia time) or two hours following the delivery of the Notice of Swingline Borrowing on the requested date of such Swingline Loan.
(c) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Borrowing to the Administrative Agent requesting the Revolving Loan Lenders (including the Swingline Lender) to make Index Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Revolving Loan Lender will make the proceeds of its Index Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lenders Lender in accordance with Section 2.7, which will be used solely for the repayment of such Swingline Loan. The Swingline Lender agrees that it shall give such Notice of Revolving Borrowing on the last Business Day of each calendar week if any Swingline Loans are then unpaid principal outstanding.
(d) If for any reason an Index Rate Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Revolving Loan Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Index Rate Borrowing should have occurred. On the date of such required purchase, each Revolving Loan Lender shall promptly transfer, in Same Day Funds, the amount of each its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Index Rate, such Swingline Loan shall automatically become an Index Rate Loan on the earlier effective date of the Revolving Termination Date any such participation and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that interest shall become payable on each date that a demand.
(e) Each Revolving Loan is borrowedLender’s obligation to make an Index Rate Loan pursuant to Section 2.4(c) or to purchase the participating interests pursuant to Section 2.4(d) 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 Revolving Loan Lender or any other Person may have or claim against the Swingline Lender, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and any other Person for any reason whatsoever, (ii) the proceeds existence of a Default or an Event of Default or the termination of any such borrowing Revolving Loan Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of Revolving Loans shall any event or condition which has had or could reasonably be applied expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the Borrower, the Administrative Agent or any Revolving Loan Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to repay any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Revolving Loan Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Overnight Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Revolving Loan Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans outstandingin the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Revolving Loan Lender shall be deemed to have assigned any and all payments made of principal and interest on its Revolving Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Revolving Loan Lender’s participation interest in such Swingline Loans that such Revolving Loan Lender failed to fund pursuant to this Section 2.4, until such amount has been purchased in full.
Appears in 4 contracts
Samples: Revolving Credit and Term Loan Agreement (Strategic Education, Inc.), Revolving Credit and Term Loan Agreement (Strategic Education, Inc.), Revolving Credit and Term Loan Agreement (Strategic Education, Inc.)
Swingline Commitment. (a) Subject to the terms and conditions hereof, each (i) the Swingline Lender severally (acting through any of its branches or affiliates) agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower Borrowers under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary BorrowerBorrowers; provided that (i) any Swingline Loan shall be made in the sole discretion of the Swingline Lender, (ii) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect, (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or sum of (x) the relevant Subsidiary Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect and (iv) no Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.
(b) The Borrower or relevant Subsidiary Each Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two ten (10) Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary applicable Borrower shall repay all of its Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.
Appears in 4 contracts
Samples: Credit Agreement (Tempur Sealy International, Inc.), Credit Agreement (Tempur Sealy International, Inc.), Credit Agreement (Tempur Sealy International, Inc.)
Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein, each the Swingline Lender severally agrees to may, in its sole discretion, make a portion of the credit otherwise available Swingline Loans to the Borrower and any Subsidiary Borrower under the Revolving Commitments Borrower, from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) Availability Period, in Dollars an aggregate principal amount outstanding at any time not to exceed the Borrower and any Subsidiary Borrower; provided that lesser of (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such Swingline Lender’s Swingline Commitment then in effect, effect and (ii) the outstanding principal amount difference between the Aggregate Revolving Commitments and the aggregate Revolving Credit Exposures of such Swingline Lender’s Revolving Extensions of Credit shall not exceed all Lenders; provided, that the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a Swingline Lender shall not make, any be required to make a Swingline Loan if, after giving effect to the making of such refinance an outstanding Swingline Loan. The Borrower shall be entitled to borrow, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower repay and any Subsidiary Borrower may use the reborrow Swingline Commitment by borrowing, repaying and reborrowing, all Loans in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans onlyof this Agreement.
(b) The Borrower shall give the Administrative Agent written notice (or relevant Subsidiary telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit 2.4 attached hereto (“Notice of Swingline Borrowing”) prior to 10:00 a.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline Borrowing. The aggregate principal amount of each Swingline Loan shall repay not be less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the Borrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Borrower in Dollars in immediately available funds at the account specified by the Borrower in the applicable Notice of Swingline Borrowing not later than 1:00 p.m. on the requested date of such Swingline Loan.
(c) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lenders Lender in accordance with Section 2.6, and such proceeds will be used solely for the then unpaid principal amount repayment of each such Swingline Loan on Loan.
(d) If for any reason a Base Rate Borrowing may not be (as determined in the earlier sole discretion of the Revolving Termination Date and Administrative Agent), or is not, made in accordance with the first date after foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan is made that is in an amount equal to its Pro Rata Share thereof on the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that such Base Rate Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender.
(e) Each Lender’s obligation to make a Revolving Base Rate Loan is borrowedpursuant to Section 2.4(c) or to purchase the participating interests pursuant to Section 2.4(d) 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 Lender or any other Person may have or claim against the Swingline Lender, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and any other Person for any reason whatsoever, (ii) the proceeds existence of a Default or an Event of Default or the termination of any such borrowing Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of Revolving Loans shall any event or condition which has had or could reasonably be applied expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by any Loan Party, the Administrative Agent or any Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to repay any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans outstandingin the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section 2.4, until such amount has been purchased in full.
Appears in 4 contracts
Samples: Credit Agreement (Molina Healthcare, Inc.), Credit Agreement (Molina Healthcare Inc), Credit Agreement (Molina Healthcare Inc)
Swingline Commitment. (a) Subject to the terms and conditions hereof, each (i) the Swingline Lender severally (acting through any of its branches or affiliates) agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower Borrowers under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary BorrowerBorrowers; provided that (i) any Swingline Loan shall be made in the sole discretion of the Swingline Lender, (ii) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect) and, (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or sum of (x) the relevant Subsidiary Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect and (iv) no Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.
(b) The Borrower or relevant Subsidiary Each Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to such Borrower on the earlier of the Revolving Termination Initial Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary applicable Borrower shall repay all of its Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.
Appears in 4 contracts
Samples: Credit Agreement (Tempur Sealy International, Inc.), Credit Agreement (Tempur Sealy International, Inc.), Credit Agreement (Tempur Sealy International, Inc.)
Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein, each the Swingline Lender severally agrees to shall make a portion of the credit otherwise available Swingline Loans to the Borrower and any Subsidiary Borrower under the Revolving Commitments Borrower, from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) Availability Period, in Dollars an aggregate principal amount outstanding at any time not to exceed the Borrower and any Subsidiary Borrower; provided that lesser of (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such Swingline Lender’s Swingline Commitment then in effect, effect and (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed difference between the amount of such Swingline Lender’s Aggregate Revolving Commitment Amount and (iii) the Borrower or aggregate Revolving Credit Exposures of all Lenders; provided that the relevant Subsidiary Borrower shall not request, and a Swingline Lender shall not make, any be required to make a Swingline Loan if, after giving effect to the making of such refinance an outstanding Swingline Loan. The Borrower shall be entitled to borrow, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower repay and any Subsidiary Borrower may use the reborrow Swingline Commitment by borrowing, repaying and reborrowing, all Loans in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans onlyof this Agreement.
(b) The Borrower shall give the Administrative Agent written notice (or relevant Subsidiary telephonic notice promptly confirmed in writing) of each Swingline Borrowing, substantially in the form of Exhibit 2.4 attached hereto (a “Notice of Swingline Borrowing”), prior to 10:00 a.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Borrowing shall be irrevocable and shall specify (i) the principal amount of such Swingline Borrowing, (ii) the date of such Swingline Borrowing (which shall be a Business Day) and (iii) the account of the Borrower to which the proceeds of such Swingline Borrowing should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline Borrowing. The aggregate principal amount of each Swingline Loan shall repay not be less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the Borrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Borrower in Dollars in immediately available funds at the account specified by the Borrower in the applicable Notice of Swingline Borrowing not later than 1:00 p.m. on the requested date of such Swingline Borrowing.
(c) The Swingline Lender, at any time and from time to time in its sole discretion, may, but in no event no less frequently than once each calendar week shall, on behalf of the Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lenders Lender in accordance with Section 2.5, which will be used solely for the then unpaid principal amount repayment of each such Swingline Loan on Loan.
(d) If for any reason a Base Rate Borrowing may not be (as determined in the earlier sole discretion of the Revolving Termination Date and Administrative Agent), or is not, made in accordance with the first date after foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan is made that is in an amount equal to its Pro Rata Share thereof on the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that such Base Rate Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender.
(e) Each Lender’s obligation to make a Revolving Base Rate Loan is borrowedpursuant to subsection (c) of this Section or to purchase participating interests pursuant to subsection (d) of this Section 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 that such Lender or any other Person may have or claim against the Swingline Lender, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and any other Person for any reason whatsoever, (ii) the proceeds existence of a Default or an Event of Default or the termination of any such borrowing Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of Revolving Loans shall any event or condition which has had or could reasonably be applied expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by any Loan Party, the Administrative Agent or any Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to repay any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (x) at the Federal Funds Rate until the second Business Day after such demand and (y) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans outstandingin the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.
Appears in 3 contracts
Samples: Credit Agreement, Credit Agreement (Landmark Infrastructure Partners LP), Credit Agreement (Landmark Infrastructure Partners LP)
Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein, each the Swingline Lender severally agrees to may, in its sole discretion, make a portion of the credit otherwise available Swingline Loans in Dollars to the Borrower and any Subsidiary Borrower under the Revolving Commitments Borrower, from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) Availability Period, in Dollars an aggregate principal amount outstanding at any time not to exceed the Borrower and any Subsidiary Borrower; provided that lesser of (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such Swingline Lender’s Swingline Commitment then in effect, effect and (ii) the outstanding principal amount difference between the Aggregate Revolving Commitments and the aggregate Revolving Credit Exposures of such Swingline Lender’s Revolving Extensions of Credit shall not exceed all Lenders; provided, that the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a Swingline Lender shall not make, any be required to make a Swingline Loan if, after giving effect to the making of such refinance an outstanding Swingline Loan. The Borrower shall be entitled to borrow, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower repay and any Subsidiary Borrower may use the reborrow Swingline Commitment by borrowing, repaying and reborrowing, all Loans in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans onlyof this Agreement.
(b) The Borrower shall give the Administrative Agent written notice (or relevant Subsidiary telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit 2.4 attached hereto (“Notice of Swingline Borrowing”) prior to 1:00 p.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline Borrowing. The aggregate principal amount of each Swingline Loan shall repay not be less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the Borrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Borrower in Dollars in immediately available funds at the account specified by the Borrower in the applicable Notice of Swingline Borrowing not later than 2:00 p.m. on the requested date of such Swingline Loan.
(c) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lenders Lender in accordance with Section 2.6, and such proceeds will be used solely for the then unpaid principal amount repayment of each such Swingline Loan on Loan.
(d) If for any reason a Base Rate Borrowing may not be (as determined in the earlier sole discretion of the Revolving Termination Date and Administrative Agent), or is not, made in accordance with the first date after foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan is made that is in an amount equal to its Pro Rata Share thereof on the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that such Base Rate Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender.
(e) Each Lender’s obligation to make a Revolving Base Rate Loan is borrowedpursuant to Section 2.4(c) or to purchase the participating interests pursuant to Section 2.4(d) 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 Lender or any other Person may have or claim against the Swingline Lender, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and any other Person for any reason whatsoever, (ii) the proceeds existence of a Default or an Event of Default or the termination of any such borrowing Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of Revolving Loans shall any event or condition which has had or could reasonably be applied expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by any Loan Party, the Administrative Agent or any Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to repay any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (x) at the Federal Funds Rate until the second Business Day after such demand and (y) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans outstandingin the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section 2.4, until such amount has been purchased in full.
Appears in 3 contracts
Samples: Credit Agreement (Biotelemetry, Inc.), Credit Agreement (Biotelemetry, Inc.), Credit Agreement (BioTelemetry, Inc.)
Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Lender’s Commitment then in effect (provided that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lenders’ other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect, ) and (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments under the Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. The Swingline Loans shall be ABR Loans only. The Swingline Lender shall not be obligated to make Swingline Loans if (A) it has elected not to do so after the occurrence and during the continuation of a Default or Event of Default or (B) any of the Lenders is a Defaulting Lender but, in the case of this clause (B) only to the extent that (i) the Swingline Commitments of such Defaulting Lender may not be reallocated pursuant to clause (a) of Section 2.26 or (ii) other arrangements satisfactory to it and Borrower to eliminate such Swingline Lender’s risk with respect to the Defaulting Lender’s participation in such Swingline Loan (including cash collateralization by the Borrower of such Defaulting Lender’s pro rata share of the outstanding Swingline Loans) have not been entered into.
(b) The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstandingDate.
Appears in 3 contracts
Samples: Credit Agreement (Engility Holdings, Inc.), Credit Agreement (Engility Holdings, Inc.), First Lien Credit Agreement (Engility Holdings, Inc.)
Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided provided, that (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect, ) and (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.
(b) The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided provided, that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and outstanding.
(c) If the proceeds maturity date shall have occurred in respect of any tranche of Revolving Commitments at a time when another tranche or tranches of Revolving Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swingline Loans shall be repaid in full on such borrowing date (and there shall be no adjustment to the participations in such Swingline Loans as a result of the occurrence of such maturity date); provided that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 3.1(c)), there shall exist sufficient unutilized Extended Revolving Commitments so that the respective outstanding Swingline Loans could be incurred pursuant to the Extended Revolving Commitments which will remain in effect after the occurrence of such maturity date, then there shall be applied by an automatic adjustment on such date of the Administrative Agent to repay any participations in such Swingline Loans outstandingand the same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Commitments, and such Swingline Loans shall not be so required to be repaid in full on such earliest maturity date.
Appears in 3 contracts
Samples: First Lien Credit Agreement (WEB.COM Group, Inc.), First Lien Credit Agreement (WEB.COM Group, Inc.), First Lien Credit Agreement (WEB.COM Group, Inc.)
Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein, each the Swingline Lender severally agrees to make a portion of the credit otherwise available Swingline Loans to the Borrower and any Subsidiary Borrower under the Revolving Commitments Borrower, from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) Availability Period, in Dollars an aggregate principal amount outstanding at any time not to exceed the Borrower and any Subsidiary Borrower; provided that lesser of (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such Swingline Lender’s Swingline Commitment then in effect, effect and (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed difference between the amount of such Swingline Lender’s Aggregate Revolving Commitment Amount and (iii) the Borrower or aggregate Revolving Credit Exposures of all Lenders; provided, that the relevant Subsidiary Borrower shall not request, and a Swingline Lender shall not make, any be required to make a Swingline Loan if, after giving effect to the making of such refinance an outstanding Swingline Loan. The Borrower shall be entitled to borrow, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower repay and any Subsidiary Borrower may use the reborrow Swingline Commitment by borrowing, repaying and reborrowing, all Loans in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans onlyof this Agreement.
(b) The Borrower shall give the Administrative Agent written notice (or relevant Subsidiary telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit 2.4 attached hereto (“Notice of Swingline Borrowing”) prior to 12:00 p.m. (New York time) on the requested date of each Swingline Borrowing. Each Notice of Swingline Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline Borrowing. Each Swingline Loan shall repay accrue interest at the Swingline Rate and shall have an Interest Period (subject to the definition thereof) as agreed between the Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the Borrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Borrower in Dollars in immediately available funds at the account specified by the Borrower in the applicable Notice of Swingline Borrowing not later than 1:00 p.m. (New York time) on the requested date of such Swingline Loan.
(c) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lenders Lender in accordance with Section 2.6, which will be used solely for the repayment of such Swingline Loan.
(d) If for any reason a Base Rate Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then unpaid principal each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of each its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the earlier effective date of any such participation and interest shall become payable on demand.
(e) Each Lender’s obligation to make a Base Rate Loan pursuant to Section 2.4(c) or to purchase the Revolving Termination Date participating interests pursuant to Section 2.4(d) 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 Lender or any other Person may have or claim against the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowedLender, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and any other Person for any reason whatsoever, (ii) the proceeds existence of a Default or an Event of Default or the termination of any such borrowing Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of Revolving Loans shall any event or condition which has had or could reasonably be applied expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the Borrower, the Administrative Agent or any Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to repay any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans outstandingin the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section 2.4, until such amount has been purchased in full.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Tc Pipelines Lp), Revolving Credit and Term Loan Agreement (Tc Pipelines Lp), Revolving Credit and Term Loan Agreement (Tc Pipelines Lp)
Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided provided, that (i) the sum of (x) the Swingline Exposure of such Swingline Lender, (y) the aggregate principal amount of Swingline outstanding Revolving Loans made by such Swingline Lender outstanding at any time (in its capacity as a Revolving Lender) and (z) the L/C Exposure of such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed such Swingline Lender’s Swingline its Revolving Commitment then in effect, (ii) the sum of the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit Loans shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a no Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.
(b) The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two five Business Days after such Swingline Loan is made; provided provided, that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent first to repay any Swingline Loans outstanding.
(c) If the maturity date shall have occurred in respect of any tranche of Revolving Commitments at a time when another tranche or tranches of Revolving Commitments is or are in effect with a longer maturity date, then on the earliest occurring maturity date all then outstanding Swingline Loans shall be repaid in full on such date (and there shall be no adjustment to the participations in such Swingline Loans as a result of the occurrence of such maturity date); provided, that if on the occurrence of such earliest maturity date (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 3.1(c)), there shall exist sufficient unutilized Extended Revolving Commitments so that the respective outstanding Swingline Loans could be incurred pursuant to the Extended Revolving Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swingline Loans and the same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Commitments, and such Swingline Loans shall not be so required to be repaid in full on such earliest maturity date.
Appears in 3 contracts
Samples: First Lien Credit Agreement (Bioventus Inc.), First Lien Credit Agreement (Bioventus Inc.), First Lien Credit Agreement (Bioventus Inc.)
Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein, each the Swingline Lender severally agrees to may, in its sole discretion, make a portion of the credit otherwise available Swingline Loans to the Borrower and any Subsidiary Borrower under the Revolving Commitments Borrower, from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) Availability Period, in Dollars an aggregate principal amount outstanding at any time not to exceed the Borrower and any Subsidiary Borrower; provided that lesser of (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such Swingline Lender’s Swingline Commitment then in effect, effect and (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed difference between the amount of such Swingline Lender’s Aggregate Revolving Commitment Amount and (iii) the Borrower or aggregate Revolving Credit Exposures of all Lenders; provided that the relevant Subsidiary Borrower shall not request, and a Swingline Lender shall not make, any be required to make a Swingline Loan if, after giving effect to the making of such refinance an outstanding Swingline Loan. The Borrower shall be entitled to borrow, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower repay and any Subsidiary Borrower may use the reborrow Swingline Commitment by borrowing, repaying and reborrowing, all Loans in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans onlyof this Agreement.
(b) The Borrower shall give the Administrative Agent written notice (or relevant Subsidiary telephonic notice promptly confirmed in writing) of each Swingline Borrowing, substantially in the form of Exhibit 2.4 attached hereto (a “Notice of Swingline Borrowing”), prior to 1:00 p.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Borrowing shall be irrevocable and shall specify (i) the principal amount of such Swingline Borrowing, (ii) the date of such Swingline Borrowing (which shall be a Business Day) and (iii) the account of the Borrower to which the proceeds of such Swingline Borrowing should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline Borrowing. The aggregate principal amount of each Swingline Loan shall repay not be less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the Borrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Borrower in Dollars in immediately available funds at the account specified by the Borrower in the applicable Notice of Swingline Borrowing not later than 3:00 p.m. on the requested date of such Swingline Borrowing.
(c) The Swingline Lender, at any time and from time to time in its sole discretion, may, but in no event no less frequently than once each calendar week shall, on behalf of the Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Borrowing to the Administrative Agent requesting the Revolving Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Revolving Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lenders Lender in accordance with Section 2.6, which will be used solely for the then unpaid principal amount repayment of each such Swingline Loan on Loan.
(d) If for any reason a Base Rate Borrowing may not be (as determined in the earlier sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Revolving Termination Date and Lender (other than the first date after Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan is made that is in an amount equal to its Pro Rata Share thereof on the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that such Base Rate Borrowing should have occurred. On the date of such required purchase, each Revolving Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender.
(e) Each Revolving Lender’s obligation to make a Base Rate Loan pursuant to subsection (c) of this Section or to purchase participating interests pursuant to subsection (d) of this Section 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 that such Revolving Loan is borrowedLender or any other Person may have or claim against the Swingline Lender, the Borrower or relevant Subsidiary Borrower any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of any Revolving Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of any event or condition which has had or could reasonably be expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by any Loan Party, the Administrative Agent or any Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Revolving Lender, the Swingline Lender shall repay be entitled to recover such amount on demand from such Revolving Lender, together with accrued interest thereon for each day from the date of demand thereof (x) at the Federal Funds Rate until the second Business Day after such demand and (y) at the Base Rate at all times thereafter. Until such time as such Revolving Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans in the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Revolving Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder to the Swingline Lender to fund the amount of such Revolving Lender’s participation interest in such Swingline Loans that such Revolving Lender failed to fund pursuant to this Section, until such amount has been purchased in full.
(f) If a Revolving Commitment Termination Date (the “Earlier Swingline Maturity Date”) shall have occurred at a time when another tranche or tranches of Revolving Commitments is or are in effect with a longer Maturity Date, then, on the Earlier Swingline Maturity Date, all then outstanding Swingline Loans shall be repaid in full (and there shall be no adjustment to the proceeds participations in such Swingline Loans as a result of the occurrence of the Earlier Swingline Maturity Date); provided, however, that if on the occurrence of the Earlier Swingline Maturity Date (after giving effect to any such borrowing repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.22(a)), there shall exist sufficient unutilized Extended Revolving Commitments which will remain in effect after the occurrence of the Earlier Swingline Maturity Date so that the respective outstanding Swingline Loans could be incurred pursuant to such Extended Revolving Commitments, then (1) there shall be applied by an automatic adjustment on the Administrative Agent Earlier Swingline Maturity Date of the risk participations of the Revolving Lenders under such Extended Revolving Commitments pro rata according to repay any such Revolving Lender’s Pro Rata Share of the existing Extended Revolving Commitments and such outstanding Swingline Loans outstandingshall be deemed to have been incurred solely pursuant to such Extended Revolving Commitments and (2) such Swingline Loans shall not be required to be repaid in full on the Earlier Swingline Maturity Date.
Appears in 3 contracts
Samples: Credit Agreement (Pennant Group, Inc.), Credit Agreement (Pennant Group, Inc.), Credit Agreement (Pennant Group, Inc.)
Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect), (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zerozero and (iii) the Swingline Lender shall not make any Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.23(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that Swingline Loan and all other Swingline Loans as to which the Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion; and provided, further, that the Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Each Swingline Loan shall, at the election of the Borrower, accrue interest at either (x) the LIBOR Market Index Rate plus the Applicable Margin for Eurodollar Loans or (y) the ABR plus the Applicable Margin for ABR Loans, in each case as such rate is in effect from time to time while such Swingline Loan is outstanding. Immediately upon the making of a Swingline Loan, each Lender shall be ABR Loans onlydeemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Revolving Percentage times the amount of such Swingline Loan.
(b) The Borrower or relevant Subsidiary Borrower shall repay (i) each outstanding Swingline Loan not later than 14 Business Days after the date such Swingline Loan was advanced pursuant to Section 2.3(a), and (ii) all outstanding Swingline Loans on the Administrative Agent Revolving Termination Date. Unless an earlier maturity is provided for hereunder, Swingline Loans shall mature and be due and payable on the Applicable Repayment Date for such Swingline Loan.
(c) The Swingline Lender shall be responsible for invoicing the Borrower for interest on the Swingline Loans. Until each Lender funds its Refunded Swingline Loan pursuant to Section 2.4 with respect to any Swingline Loan made by the Swingline Lender, interest in respect of such Lender’s Revolving Percentage of such Swingline Loan shall be solely for the account of the Swingline Lenders the then unpaid Lender.
(d) The Borrower shall make all payments of principal amount of each Swingline Loan on the earlier and interest in respect of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and directly to the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstandingLender.
Appears in 3 contracts
Samples: Credit Agreement (Northern Illinois Gas Co /Il/ /New/), Credit Agreement (Agl Resources Inc), Credit Agreement (Nicor Inc)
Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein, each the Swingline Lender severally agrees to make a portion of the credit otherwise available Swingline Loans to the Borrower and any Subsidiary Borrower under the Revolving Commitments Borrower, from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) Availability Period, in Dollars an aggregate principal amount outstanding at any time not to exceed the Borrower and any Subsidiary Borrower; provided that lesser of (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such Swingline Lender’s Swingline Commitment then in effect, effect and (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed difference between the amount of such Swingline Lender’s Aggregate Revolving Commitment Amount and (iii) the Borrower or aggregate Revolving Credit Exposures of all Lenders; provided, that the relevant Subsidiary Borrower shall not request, and a Swingline Lender shall not make, any be required to make a Swingline Loan if, after giving effect to the making of such refinance an outstanding Swingline Loan. The Borrower shall be entitled to borrow, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower repay and any Subsidiary Borrower may use the reborrow Swingline Commitment by borrowing, repaying and reborrowing, all Loans in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans onlyof this Agreement.
(b) The Borrower shall give the Administrative Agent written notice (or relevant Subsidiary telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit 2.4 attached hereto ("Notice of Swingline Borrowing") prior to 11:00 a.m. (New York time) on the requested date of each Swingline Borrowing. Each Notice of Swingline Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline Borrowing. Each Swingline Loan shall repay accrue interest at the Base Rate or any other interest rate as agreed between the Borrower and the Swingline Lender and shall have an Interest Period (subject to the definition thereof) as agreed between the Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the Borrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Borrower in Dollars in immediately available funds at the account specified by the Borrower in the applicable Notice of Swingline Borrowing not later than 1:00 p.m. (New York time) on the requested date of such Swingline Loan.
(c) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lenders Lender in accordance with Section 2.5, which will be used solely for the repayment of such Swingline Loan.
(d) If for any reason a Base Rate Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then unpaid principal each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of each its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the earlier effective date of any such participation and interest shall become payable on demand.
(e) Each Lender's obligation to make a Base Rate Loan pursuant to Section 2.4(c) or to purchase the Revolving Termination Date participating interests pursuant to Section 2.4(d) 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 Lender or any other Person may have or claim against the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowedLender, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and any other Person for any reason whatsoever, (ii) the proceeds existence of a Default or an Event of Default or the termination of any such borrowing Lender's Revolving Commitment, (iii) the existence (or alleged existence) of Revolving Loans shall any event or condition which has had or could reasonably be applied expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the Borrower, the Administrative Agent or any Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to repay any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans outstandingin the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender's participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section 2.4, until such amount has been purchased in full.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Northern Border Partners Lp), Revolving Credit Agreement (Northern Border Pipeline Co), Revolving Credit Agreement (Northern Border Partners Lp)
Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein, each the Swingline Lender severally agrees to make a portion Lender, in reliance upon the agreements of the credit otherwise available other Lenders set forth in this section and in Section 2.7, shall make loans (each such loan, a “Swingline Loan”) to the Borrower and any Subsidiary Borrower under the Revolving Commitments in Dollars from time to time on any Business Day during the Commitment Period in an aggregate amount not to exceed at any time outstanding the amount of the Swingline Committed Amount, notwithstanding the fact that such Swingline Loans, when aggregated with the Revolving Commitment Period by making swing line loans (“Swingline Loans”) in Dollars to Percentage of the Borrower Outstanding Amount of Revolving Loans and any Subsidiary Borrower; provided that (i) LOC Obligations of the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such acting as Swingline Lender’s Swingline Commitment then in effect, (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not may exceed the amount of such Lender’s Revolving Committed Amount; provided, however, that after giving effect to any Swingline Loan, (i) the total Outstanding Amount of Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Lender, plus such Lender’s Revolving Commitment Percentage of the Outstanding Amount of all LOC Obligations, plus such Lender’s Revolving Commitment Percentage of the Outstanding Amount of all Swingline Loans shall not exceed such Lender’s Revolving Commitment, and (iii) provided, further, that the Borrower or the relevant Subsidiary Borrower shall not request, and a Swingline Lender shall not make, use the proceeds of any Swingline Loan ifto refinance any outstanding Swingline Loan. Within the foregoing limits, after giving effect and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.1(b), prepay under Section 3.4, and reborrow under this Section 2.1(b). Immediately upon the making of a Swingline Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Revolving Commitment Percentage times the amount of such Swingline Loan. The Borrower must repay each Swingline Loan in full no later than thirty (30) days after such loan is made, which repayment may be made with a borrowing of Revolving Loans to the aggregate amount extent the conditions set forth in Section 5.2 have been satisfied. Swingline Loans hereunder may consist of the Available Revolving Commitments would be less than zero. During the Revolving Commitment PeriodBase Rate Loans or Daily LIBOR Swingline Loans (or a combination thereof), as the Borrower may request, and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying be repaid and reborrowing, all reborrowed in accordance with the terms and conditions provisions hereof. Swingline Loans shall be ABR Loans only.
(b) The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.
Appears in 3 contracts
Samples: Credit Agreement (Cree, Inc.), Credit Agreement (Cree Inc), Credit Agreement (Cree Inc)
Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein, each the Swingline Lender severally agrees to shall make a portion of the credit otherwise available Swingline Loans to the Borrower and any Subsidiary Borrower under the Revolving Commitments Borrower, from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) Availability Period, in Dollars an aggregate principal amount outstanding at any time not to exceed the Borrower and any Subsidiary Borrower; provided that lesser of (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such Swingline Lender’s Swingline Commitment then in effect, and (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed difference between the amount of such Swingline Lender’s Aggregate Revolving Commitment Amount and (iii) aggregate Revolving Credit Exposures of all Lenders; provided, that the Borrower or the relevant Subsidiary Borrower shall not request, and a Swingline Lender shall not make, any be required to make a Swingline Loan if, after giving effect to the making of such refinance an outstanding Swingline Loan. The Borrower shall be entitled to borrow, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower repay and any Subsidiary Borrower may use the reborrow Swingline Commitment by borrowing, repaying and reborrowing, all Loans in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans onlyof this Agreement.
(b) The Borrower shall give the Administrative Agent written notice (or relevant Subsidiary telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit 2.4 attached hereto (“Notice of Swingline Borrowing”) prior to 10:00 a.m. (Atlanta, Georgia time) on the requested date of each Swingline Borrowing. Each Notice of Swingline Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline Borrowing. Each Swingline Loan shall repay accrue interest at the Swingline Rate and shall have an Interest Period (subject to the definition thereof) as agreed between the Borrower and the Swingline Lender. The aggregate principal amount of each Swingline Loan shall be not less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the Borrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Borrower in Dollars in immediately available funds at the account specified by the Borrower in the applicable Notice of Swingline Borrowing not later than 1:00 p.m. (Atlanta, Georgia time) on the requested date of such Swingline Loan.
(c) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lenders Lender in accordance with Section 2.5, which will be used solely for the repayment of such Swingline Loan.
(d) If for any reason a Base Rate Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then unpaid principal each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its Pro Rata Share thereof on the date that such Base Rate Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of each its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall automatically become a Base Rate Loan on the earlier effective date of any such participation and interest shall become payable on demand.
(e) Each Lender’s obligation to make a Base Rate Loan pursuant to Section 2.4(c) or to purchase the Revolving Termination Date participating interests pursuant to Section 2.4(d) 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 Lender or any other Person may have or claim against the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowedLender, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and any other Person for any reason whatsoever, (ii) the proceeds existence of a Default or an Event of Default or the termination of any such borrowing Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of Revolving Loans shall any event or condition which has had or could reasonably be applied expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by the Borrower, the Administrative Agent or any Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to repay any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans outstandingin the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section 2.4, until such amount has been purchased in full.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Rollins Inc), Revolving Credit Agreement (Rollins Inc), Revolving Credit Agreement (Rollins Inc)
Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein, each the Swingline Lender severally agrees to make a portion of the credit otherwise available Swingline Loans to the Borrower and any Subsidiary Borrower under the Revolving Commitments Borrower, from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) Availability Period, in Dollars an aggregate principal amount outstanding at any time not to exceed the Borrower and any Subsidiary Borrower; provided that lesser of (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such Swingline Lender’s Swingline Commitment then in effect, effect and (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed difference between the amount of such Swingline Lender’s Aggregate Revolving Commitment Amount and (iii) the Borrower or aggregate Revolving Credit Exposures of all Lenders; provided that the relevant Subsidiary Borrower shall not request, and a Swingline Lender shall not make, any be required to make a Swingline Loan if, after giving effect to the making of such refinance an outstanding Swingline Loan. The Borrower shall be entitled to borrow, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower repay and any Subsidiary Borrower may use the reborrow Swingline Commitment by borrowing, repaying and reborrowing, all Loans in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans onlyof this Agreement.
(b) The Borrower shall give the Administrative Agent written notice (or relevant Subsidiary telephonic notice promptly confirmed in writing) of each Swingline Borrowing, substantially in the form of Exhibit 2.4 attached hereto (a “Notice of Swingline Borrowing”), prior to 10:00 a.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Borrowing shall be irrevocable and shall specify (i) the principal amount of such Swingline Borrowing, (ii) the date of such Swingline Borrowing (which shall be a Business Day) and (iii) the account of the Borrower to which the proceeds of such Swingline Borrowing should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline Borrowing. The aggregate principal amount of each Swingline Loan shall repay not be less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the Borrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Borrower in Dollars in immediately available funds at the account specified by the Borrower in the applicable Notice of Swingline Borrowing not later than 1:00 p.m. on the requested date of such Swingline Borrowing.
(c) The Swingline Lender, at any time and from time to time in its sole discretion, may, on behalf of the Borrower (which hereby irrevocably authorizes the Swingline Lender to act on its behalf in connection therewith), give a Notice of Revolving Borrowing to the Administrative Agent (with a copy to the Borrower) requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lenders Lender in accordance with Section 2.6, which will be used solely for the then unpaid principal amount repayment of each such Swingline Loan on Loan.
(d) If for any reason a Base Rate Borrowing may not be (as determined in the earlier sole discretion of the Revolving Termination Date and Administrative Agent), or is not, made in accordance with the first date after foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan is made in an amount equal to its Pro Rata Share thereof on the date that is such Base Rate Borrowing should have occurred. On the 15th or last day date of a calendar month such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this subsection (d), and is at least two Business Days after thereafter payments in respect of such Swingline Loan is made; provided shall be made to the Administrative Agent, and not the Swingline Lender.
(e) Each Lender’s obligation to make a Base Rate Loan pursuant to subsection (c) of this Section or to purchase participating interests pursuant to subsection (d) of this Section 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 that on each date that a Revolving Loan is borrowedsuch Lender or any other Person may have or claim against the Swingline Lender, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and any other Person for any reason whatsoever, (ii) the proceeds existence of a Default or an Event of Default or the termination of any such borrowing Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of Revolving Loans shall any event or condition which has had or could reasonably be applied expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by any Loan Party, the Administrative Agent or any Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to repay any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (x) at the Federal Funds Rate until the second Business Day after such demand and (y) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans outstandingin the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section, until such amount has been purchased in full.
Appears in 3 contracts
Samples: Revolving Credit Agreement, Revolving Credit Agreement (Arc Logistics Partners LP), Revolving Credit Agreement (Arc Logistics Partners LP)
Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein, each the Swingline Lender severally agrees to may, in its sole discretion, make a portion of the credit otherwise available Swingline Loans to the Borrower and any Subsidiary Borrower under the Revolving Commitments Borrower, from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) Availability Period, in Dollars an aggregate principal amount outstanding at any time not to exceed the Borrower and any Subsidiary Borrower; provided that lesser of (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such Swingline Lender’s Swingline Commitment then in effect, effect and (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed difference between the amount of such Swingline Lender’s Aggregate Revolving Commitment Amount and (iii) the Borrower or aggregate Revolving Credit Exposures of all Lenders; provided, that the relevant Subsidiary Borrower shall not request, and a Swingline Lender shall not make, any be required to make a Swingline Loan if, after giving effect to the making of such refinance an outstanding Swingline Loan. The Borrower shall be entitled to borrow, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower repay and any Subsidiary Borrower may use the reborrow Swingline Commitment by borrowing, repaying and reborrowing, all Loans in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans onlyof this Agreement.
(b) The Borrower shall give the Administrative Agent written notice (or relevant Subsidiary telephonic notice promptly confirmed in writing) of each Swingline Borrowing substantially in the form of Exhibit 2.4 attached hereto (“Notice of Swingline Borrowing”) prior to 10:00 a.m. on the requested date of each Swingline Borrowing. Each Notice of Swingline Borrowing shall be irrevocable and shall specify: (i) the principal amount of such Swingline Loan, (ii) the date of such Swingline Loan (which shall be a Business Day) and (iii) the account of the Borrower to which the proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender of each Notice of Swingline Borrowing. Each Swingline Loan shall repay accrue interest at the Base Rate plus the Applicable Margin. The aggregate principal amount of each Swingline Loan shall not be less than $100,000 or a larger multiple of $50,000, or such other minimum amounts agreed to by the Swingline Lender and the Borrower. The Swingline Lender will make the proceeds of each Swingline Loan available to the Borrower in Dollars in immediately available funds at the account specified by the Borrower in the applicable Notice of Swingline Borrowing not later than 1:00 p.m. on the requested date of such Swingline Loan.
(c) The Swingline Lender, at any time and from time to time in its sole discretion, may, but in no event no less frequently than once each calendar week shall, on behalf of the Borrower (which hereby irrevocably authorizes and directs the Swingline Lender to act on its behalf), give a Notice of Revolving Borrowing to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Each Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lenders Lender in accordance with Section 2.6, which will be used solely for the then unpaid principal amount repayment of each such Swingline Loan on Loan.
(d) If for any reason a Base Rate Borrowing may not be (as determined in the earlier sole discretion of the Revolving Termination Date and Administrative Agent), or is not, made in accordance with the first date after foregoing provisions, then each Lender (other than the Swingline Lender) shall purchase an undivided participating interest in such Swingline Loan is made that is in an amount equal to its Pro Rata Share thereof on the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that such Base Rate Borrowing should have occurred. On the date of such required purchase, each Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender.
(e) Each Lender’s obligation to make a Revolving Base Rate Loan is borrowedpursuant to Section 2.4(c) or to purchase the participating interests pursuant to Section 2.4(d) 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 Lender or any other Person may have or claim against the Swingline Lender, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and any other Person for any reason whatsoever, (ii) the proceeds existence of a Default or an Event of Default or the termination of any such borrowing Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of Revolving Loans shall any event or condition which has had or could reasonably be applied expected to have a Material Adverse Effect, (iv) any breach of this Agreement or any other Loan Document by any Loan Party, the Administrative Agent or any Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to repay any of the foregoing. If such amount is not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with accrued interest thereon for each day from the date of demand thereof (i) at the Federal Funds Rate until the second Business Day after such demand and (ii) at the Base Rate at all times thereafter. Until such time as such Lender makes its required payment, the Swingline Lender shall be deemed to continue to have outstanding Swingline Loans outstandingin the amount of the unpaid participation for all purposes of the Loan Documents. In addition, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans and any other amounts due to it hereunder, to the Swingline Lender to fund the amount of such Lender’s participation interest in such Swingline Loans that such Lender failed to fund pursuant to this Section 2.4, until such amount has been purchased in full.
Appears in 3 contracts
Samples: Revolving Credit Agreement (International Speedway Corp), Revolving Credit Agreement (International Speedway Corp), Revolving Credit Agreement (International Speedway Corp)
Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during on and after the Closing Date and until the earlier of the Maturity Date and the termination of the Revolving Commitment Period Commitments by making swing line loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Credit Loans, may exceed the Swingline Commitment then in effect, ) and (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount Revolving Credit Exposure exceed the Total Revolving Commitment. On and after the Closing Date and until the earlier of the Available Revolving Commitments would be less than zero. During Maturity Date and the termination of the Revolving Commitment PeriodCommitments, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.
(b) The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Credit Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.
Appears in 2 contracts
Samples: Credit Agreement (Realogy Corp), Credit Agreement (Wyndham Worldwide Corp)
Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein, each the Swingline Lender severally agrees to shall make a portion of the credit otherwise available (X) Swingline Loans denominated in Dollars to the Lead Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) in Dollars until one Business Day prior to the Borrower and Maturity Date in an aggregate principal amount at any Subsidiary Borrower; provided time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans to the Lead Borrower exceeding $100,000,000; provided that any Swingline Loans to the Lead Borrower that would result in the aggregate outstanding amount of Swingline Loans to the Lead Borrower exceeding $50,000,000 shall be made by such at the sole discretion of the Swingline Lender outstanding at any time shall not exceed such Swingline Lender’s Swingline Commitment then in effect, or (ii) the Availability Conditions not being satisfied and (Y) Swingline Loans denominated in Dollars or Canadian Dollars to the Canadian Borrower from time to time from time to time until one Business Day prior to the Maturity Date in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of such outstanding Swingline Lender’s Revolving Extensions Loans to the Canadian Borrower exceeding the Dollar Equivalent of Credit shall not exceed $15,000,000; provided that any Swingline Loans to the Canadian Borrower that would result in the aggregate outstanding amount of such Swingline Lender’s Revolving Commitment and Loans to the Canadian Borrower exceeding $6,000,000 shall be made at the sole discretion of the Swingline Lender or (iiiii) the Borrower or Availability Conditions not being satisfied; provided that the relevant Subsidiary Borrower shall not request, and a Swingline Lender shall not make, any in no event be required to make a Swingline Loan if, after giving effect to the making of such refinance an outstanding Swingline Loan, . Within the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower foregoing limits and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with subject to the terms and conditions hereof. Swingline Loans shall be ABR Loans only.
(b) The set forth herein, the Lead Borrower or relevant Subsidiary Borrower shall the Canadian Borrower, as applicable, may borrow, repay and reborrow Swingline Loans. The Borrowers acknowledge that in the event that a reallocation of the Swingline Loan exposure of a Defaulting Lender pursuant to Section 2.11(a) does not fully cover the Swingline Loan exposure of such Defaulting Lender, the Administrative Agent for may require the account applicable Borrower to prepay such remaining exposure in respect of each outstanding Swingline Loan within ten Business Days of demand therefor and will have no obligation to issue new Swingline Loans, or to extend, renew or amend existing Swingline Loans to the extent such exposure would exceed the commitments of the Swingline Lenders the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the first date after non-Defaulting Lenders, unless such Swingline Loan remaining exposure is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstandingrepaid.
Appears in 2 contracts
Samples: Credit Agreement (Ryerson Holding Corp), Credit Agreement (Ryerson Holding Corp)
Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally agrees agrees, in reliance upon the agreements of the other Lenders set forth in Section 2.5, to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period for such Revolving Commitments by making swing line swingline loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that (ia) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans hereunder, may exceed the Swingline Commitment then in effect, (ii) and the outstanding principal aggregate amount of such Swingline Lender’s Revolving Extensions Loans made by Bank of Credit America, N.A. shall not exceed the amount of such Swingline Lender’s Revolving Commitment and of Bank of America, N.A. unless otherwise agreed by Bank of America, N.A. in its sole discretion), (iiib) the Borrower or the relevant Subsidiary Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zerozero and (c) the Swingline Lender shall be under no obligation to make any Swingline Loan at any time that any Revolving Lender is a Defaulting Lender unless the Swingline Lender has entered into arrangements, including, if requested, the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate such Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.21(a)(iii)) with respect to the Defaulting Lender arising from either the Swingline Loan to be made and all other Swingline Loans as to which such Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. During the Revolving Commitment PeriodPeriod for any Revolving Commitments, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.
(b) The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.
Appears in 2 contracts
Samples: Credit Agreement (Cco Holdings LLC), Credit Agreement (Cco Holdings LLC)
Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally agrees agrees, in reliance upon the agreements of the other Lenders set forth in Section 2.5, to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period for any Revolving Commitments by making swing line swingline loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that (ia) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans hereunder, may exceed the Swingline Commitment then in effect), (iib) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zerozero and (c) the Swingline Lender shall be under no obligation to make any Swingline Loan at any time that any Revolving Lender is a Defaulting Lender unless the Swingline Lender has entered into arrangements, including, if requested, the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate such Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.21(a)(iii)) with respect to the Defaulting Lender arising from either the Swingline Loan to be made and all other Swingline Loans as to which such Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. During the Revolving Commitment PeriodPeriod for any Revolving Commitments, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.
(b) The Borrower or relevant Subsidiary Borrower shall repay to . On the Administrative Agent for the account of the Swingline Lenders the then unpaid principal amount of Amendment No. 2 Effective Date, each Original Swingline Loan on the earlier of the Revolving Termination Date and the first date after such shall continue to be outstanding under this Agreement as a Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstandingLoan.
Appears in 2 contracts
Samples: Credit Agreement (Charter Communications, Inc. /Mo/), Credit Agreement (Charter Communications, Inc. /Mo/)
Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during on and after the Closing Date and until the earlier of the Maturity Date and the termination of the Revolving Commitment Period Commitments by making swing line loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Credit Loans, may exceed the Swingline Commitment then in effect, ) and (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount Revolving Credit Exposure exceeds the Total Revolving Commitment. On and after the Closing Date and until the earlier of the Available Revolving Commitments would be less than zero. During Maturity Date and the termination of the Revolving Commitment PeriodCommitments, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.
(b) The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Credit Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans outstanding.
(c) The Swingline Lender shall not be applied by the Administrative Agent required to repay make any Swingline Loan if any Lender is a Defaulting Lender unless (i) the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.31(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that Swingline Loan and all other Swingline Loans outstandingas to which the Swingline Lender has Fronting Exposure, as it may elect in its sole discretion or (ii) the Fronting Exposure resulting from such Defaulting Lender has been reallocated pursuant to Section 2.31(a)(iv).
Appears in 2 contracts
Samples: Credit Agreement (Wyndham Worldwide Corp), Credit Agreement (Wyndham Worldwide Corp)
Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein, each the Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans in Dollars (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect), (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment Borrower and (iii) the Borrower or the relevant any Subsidiary Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zerozero and (iii) Swingline Loans shall be available only in Dollars. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.
(b) The Borrower shall repay, or relevant cause any Subsidiary Borrower shall repay to pay, to the Administrative Agent for the account of the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower shall repay, or relevant cause any Subsidiary Borrower shall repay to pay, all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.
Appears in 2 contracts
Samples: Credit Agreement (Synopsys Inc), Credit Agreement (Synopsys Inc)
Swingline Commitment. (a) Subject to the terms and conditions hereof, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrowerin Dollars or Euros; provided that (i) the aggregate Dollar Equivalent principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Lender’s Swingline Commitment Sublimit then in effect, (ii) the aggregate outstanding Dollar Equivalent principal amount of Swingline Loans made by any Swingline Lender shall not at any time exceed such Swingline Lender’s Swingline Commitment, (iii) the Total Revolving Extensions of Credit denominated in Alternative Currencies (including Swingline Loans denominated in Euros) shall not at any time exceed the amount of such Swingline Lender’s Revolving Commitment and Alternative Currency Sublimit, (iiiiv) the Borrower or the relevant Subsidiary Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zerozero and (v) a Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be either (x) Eurodollar Loans with an overnight maturity denominated in Euros or (y) ABR Loans onlydenominated in Dollars.
(b) The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and that are denominated in the proceeds currency of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstandingLoan.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (MPT Operating Partnership, L.P.), Revolving Credit and Term Loan Agreement (MPT Operating Partnership, L.P.)
Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“"Swingline Loans”") in Dollars to the Borrower and any Subsidiary Borrower; provided that (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s 's other outstanding Loans, may exceed the Swingline Commitment then in effect, ) and (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of Total Exposures would exceed the Available Revolving Commitments would be less than zeroTotal Commitments. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans or Cost of Funds Rate Loans only.
(b) The A Swingline Loan shall be an ABR Loan, unless the Borrower or relevant Subsidiary has requested a Cost of Funds Rate Loan at a Cost of Funds Rate quoted by the Swingline Lender and confirmed by the Borrower pursuant to the following procedures. If the Borrower desires a Cost of Funds Rate Loan (i) the Borrower shall repay request a quote for a Cost of Funds Rate Loan, and the Swingline Lender shall within a reasonable time after receipt of the request directly contact the Borrower (which may be done by telephone) with its Cost of Funds Rate (confirmed by telecopy), (ii) the Borrower shall immediately inform the Swingline Lender of its decision as to whether to request a Cost of Funds Rate Loan at the Cost of Funds Rate (which may be done by telephone and promptly confirmed in writing and which decision shall be irrevocable), and (iii) if the Borrower has so informed the Swingline Lender that it does desire a Cost of Funds Rate Loan at the Cost of Funds Rate, the Swingline Lender shall promptly make such Cost of Funds Rate Loan available to the Administrative Agent for Borrower. At all times such Loan is a Cost of Funds Rate Loan, the account of Borrower shall pay interest on the Swingline Lenders the then unpaid principal amount of each Swingline such Cost of Funds Rate Loan on from the earlier date of the Revolving Termination Date and the first date after such Swingline Cost of Funds Rate Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after until such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans principal amount shall be applied by paid in full at a rate per annum equal to the Administrative Agent Cost of Funds Rate in effect from time to repay any Swingline time plus the Applicable Margin for Eurodollar Loans outstandingin effect from time to time.
Appears in 2 contracts
Samples: Credit Agreement (Edison International), Credit Agreement (Southern California Edison Co)
Swingline Commitment. 61
(a) Subject to the terms and conditions hereofset forth herein, from time to time during the Availability Period, each Swingline Lender severally agrees to make a portion of the credit otherwise available Swingline Loans to the Borrower and in an aggregate principal amount at any Subsidiary Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) outstanding that will not result in Dollars to the Borrower and any Subsidiary Borrower; provided that (i) the aggregate principal amount of outstanding Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed exceeding such Swingline Lender’s Swingline Commitment then in effectCommitment, (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Exposure exceeding its Commitment and or (iii) the Borrower or total Revolving Credit Exposure exceeding the relevant Subsidiary Borrower shall not request, and total Commitments; provided that a Swingline Lender shall not make, any be required to make a Swingline Loan if, after giving effect to the making of such refinance an outstanding Swingline Loan, . Within the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower foregoing limits and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with subject to the terms and conditions hereofset forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. Swingline Loans shall be ABR Loans onlyonly.62 61 Added by the 1st Amendment. 62 Section 2.09(a) amended by the 3rd Amendment.
(b) The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan and interest thereon on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.
Appears in 2 contracts
Samples: Fifth Amendment to Third Amended and Restated Credit Agreement (Bill Barrett Corp), Fifth Amendment to Third Amended and Restated Credit Agreement (HighPoint Resources Corp)
Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein, each the Swingline Lender severally agrees to may, in its discretion, make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans in Dollars (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect), (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment Borrower and (iii) the Borrower or the relevant any Subsidiary Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, (iii) the sum of (x) the Swingline Exposure of such Swing Lender (in its capacity as a Swingline Lender and a Revolving Lender) and (y) the aggregate principal amount of outstanding Revolving Loans made by such Swingline Lender (in its capacity as a Revolving Lender) shall not exceed its Revolving Commitment then in effect and (iv) Swingline Loans shall be available only in Dollars. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.
(b) The Borrower shall repay, or relevant cause any Subsidiary Borrower shall repay to repay, to the Administrative Agent for the account of the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Termination and Revolving Termination Loan Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower shall repay, or relevant cause any Subsidiary Borrower shall repay to repay, all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.
Appears in 2 contracts
Samples: Credit Agreement (Synopsys Inc), Credit Agreement (Synopsys Inc)
Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally agrees agrees, in reliance upon the agreements of the other Lenders set forth in Section 2.5, to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period for any Revolving Commitments by making swing line swingline loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that (ia) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s 's other outstanding Revolving Loans hereunder, may exceed the Swingline Commitment then in effect), (iib) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zerozero and (c) the Swingline Lender shall be under no obligation to make any Swingline Loan at any time that any Revolving Lender is a Defaulting Lender unless the Swingline Lender has entered into arrangements, including, if requested, the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate such Swingline Lender's actual or potential Fronting Exposure (after giving effect to Section 2.21(a)(iii)) with respect to the Defaulting Lender arising from either the Swingline Loan to be made and all other Swingline Loans as to which such Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. During the Revolving Commitment PeriodPeriod for any Revolving Commitments, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.
(b) The Borrower or relevant Subsidiary Borrower shall repay to . On the Administrative Agent for the account of the Swingline Lenders the then unpaid principal amount of Amendment No. 2 Effective Date, each Original Swingline Loan on the earlier of the Revolving Termination Date and the first date after such shall continue to be outstanding under this Agreement as a Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstandingLoan.
Appears in 2 contracts
Samples: Credit Agreement (Charter Communications, Inc. /Mo/), Credit Agreement (Charter Communications, Inc. /Mo/)
Swingline Commitment. (a) Subject to the terms and conditions hereof, from time to time during the Revolving Commitment Period, each Swingline Lender severally agrees agrees, in reliance on the agreements of the other Tranche 1 Revolving Lenders set forth in Section 2.6, to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower Borrowers under the Tranche 1 Revolving Commitments from time to time during the Revolving Commitment Period by (i) making swing line loans (such loans, “US Swingline Loans”) to the Non-Canadian Borrowers in US Dollars and (ii) making swing line loans (such loans, “Canadian Swingline Loans”; and, together with the US Swingline Loans, the “Swingline Loans”) to any Canadian Borrower in US Dollars to the Borrower and any Subsidiary Borroweror Canadian Dollars; provided that the Swingline Lenders shall not make any Swingline Loan available if, after giving effect thereto (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such Swingline Lender’s Swingline Loans outstanding would exceed the Swingline Commitment then in effecteffect for such Swingline Lender, (ii) the outstanding aggregate principal amount of all Swingline Lenders’ Swingline Loans outstanding would exceed the Swingline Commitments then in effect (iii) such Swingline Lender’s Revolving Extensions of Credit shall not (in its capacity as a Tranche 1 Revolving Lender) would exceed the amount of its Tranche 1 Revolving Commitment, (iv) such Swingline Lender’s Revolving Extensions of Credit would exceed its Revolving Commitment and or (iiiv) the Borrower or the relevant Subsidiary Borrower shall not request, and a Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Extensions of Credit of the Tranche 1 Revolving Lenders outstanding at such time would exceed the aggregate amount of Tranche 1 Revolving Commitments would be less than zeroin effect at such time. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Each Swingline Loans Loan shall be an ABR Loans onlyLoan, in the case of a US Swingline Loan, a US Base Rate Loan, in the case of a Canadian Swingline Loan denominated in US Dollars, or a Canadian Prime Rate Loan, in the case of a Canadian Swingline Loan denominated in Canadian Dollars.
(b) The Borrower or relevant Subsidiary Each Borrower shall repay to its outstanding Swingline Loans on such terms as it may agree with the Administrative Agent for relevant Swingline Lenders; provided that in no event shall such repayment occur later than the account earliest of (x) the Swingline Lenders the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two ten Business Days after such Swingline Loan is made; provided that , (y) the Termination Date and (z) the date on each date that which a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower Change of Control shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstandingoccur.
Appears in 2 contracts
Samples: Credit Agreement (Domtar CORP), Credit Agreement (Domtar CORP)
Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally with respect to the Dollar Revolving Commitments agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Dollar Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Dollar Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect, ) and (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a such Swingline Lender shall not make, any Dollar Swingline Loan if, after giving effect to the making of such Dollar Swingline Loan, the aggregate amount of the Available Revolving Commitments under the Dollar Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Dollar Swingline Loans shall be ABR Loans only.
(b) Subject to the terms and conditions hereof, the Swingline Lender with respect to the Multicurrency Revolving Commitments agrees to make a portion of the credit otherwise available to the Borrower under the Multicurrency Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Multicurrency Swingline Loans”) in Dollars to the Borrower; provided that (i) the aggregate principal amount of Swingline Loans outstanding at any one time shall not exceed the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect) and (ii) the Borrower shall not request, and such Swingline Lender shall not make, any Multicurrency Swingline Loan if, after giving effect to the making of such Multicurrency Swingline Loan, the aggregate amount of the Available Revolving Commitments under the Multicurrency Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Multicurrency Swingline Loans shall be ABR Loans only.
(c) The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account Swingline Lender of the Swingline Lenders applicable Class the then unpaid principal amount of each Swingline Loan of such Class on the earlier of the Revolving Termination date five Business Days after the Borrowing Date and the first date after of such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstandingTermination Date.
Appears in 2 contracts
Samples: Credit Agreement (Wesco Aircraft Holdings, Inc), Credit Agreement (Wesco Aircraft Holdings, Inc)
Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein, each the Swingline Lender severally agrees to make a portion Bank, in reliance upon the agreements of the credit otherwise available other Banks set forth in this section and in Section 2.7, shall make loans (each such loan, a “Swingline Loan”) to the Borrower and any Subsidiary Borrower under the Revolving Commitments Borrowers in Dollars from time to time on any Business Day during the Commitment Period in an aggregate amount not to exceed at any time outstanding the amount of the Swingline Committed Amount, notwithstanding the fact that such Swingline Loans, when aggregated with the Revolving Commitment Period by making swing line loans (“Percentage of the Outstanding Amount of Revolving Loans and LOC Obligations of the Bank acting as Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such Swingline Lender’s Swingline Commitment then in effectBank, (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not may exceed the amount of such Swingline LenderBank’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not requestCommitted Amount; provided, and a Swingline Lender shall not makehowever, any Swingline Loan if, that after giving effect to any Swingline Loan, (i) the total Outstanding Amount of Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Bank, plus such Bank’s Revolving Commitment Percentage of the Outstanding Amount of all LOC Obligations, plus such Bank’s Revolving Commitment Percentage of the Outstanding Amount of all Swingline Loans shall not exceed such Bank’s Revolving Commitment, and provided, further, that the Borrowers shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.1(b), prepay under Section 3.4, and reborrow under this Section 2.1(b). Immediately upon the making of a Swingline Loan, each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Bank a risk participation in such Swingline Loan in an amount equal to the product of such Bank’s Revolving Commitment Percentage times the amount of such Swingline Loan. The Borrowers must repay each Swingline Loan in full no later than thirty (30) days after such loan is made. Swingline Loans hereunder may consist of Base Rate Loans or Fed Funds Swingline Loans (or a combination thereof), the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, as the Borrower Representative may request, and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying be repaid and reborrowing, all reborrowed in accordance with the terms and conditions provisions hereof. Swingline Loans shall be ABR Loans only.
(b) The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.
Appears in 2 contracts
Samples: Credit Agreement (Owens & Minor Inc/Va/), Credit Agreement (Owens & Minor Inc/Va/)
Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during on and after the Closing Date and until the earlier of the Maturity Date and the termination of the Revolving Commitment Period Commitments by making swing line loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Credit Loans, may exceed the Swingline Commitment then in effect, ) and (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount Revolving Credit Exposure exceed the Total Revolving Commitment. On and after the Closing Date and until the earlier of the Available Revolving Commitments would be less than zero. During Maturity Date and the termination of the Revolving Commitment PeriodCommitments, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.
(b) The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Credit Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans outstanding.
(c) The Swingline Lender shall not be applied by the Administrative Agent required to repay make any Swingline Loan if any Lender is a Defaulting Lender unless (i) the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.31(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be made or that Swingline Loan and all other Swingline Loans outstandingas to which the Swingline Lender has Fronting Exposure, as it may elect in its sole discretion or (ii) the Fronting Exposure resulting from such Defaulting Lender has been reallocated pursuant to Section 2.31(a)(iv).
Appears in 2 contracts
Samples: Credit Agreement (Wyndham Worldwide Corp), Credit Agreement (Wyndham Worldwide Corp)
Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s outstanding Loans (other than Swingline Loans), may exceed the Swingline Commitment then in effect, ) and (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of Total Exposures would exceed the Available Revolving Commitments would be less than zeroTotal Commitments. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans or Cost of Funds Rate Loans only.
(b) A Swingline Loan shall be an ABR Loan, unless the Borrower has requested a Cost of Funds Rate Loan at a Cost of Funds Rate quoted by the Swingline Lender and confirmed by the Borrower pursuant to the following procedures. If the Borrower desires a Cost of Funds Rate Loan (i) the Borrower shall request a quote for a Cost of Funds Rate Loan, and the Swingline Lender shall within a reasonable time after receipt of the request directly contact the Borrower (which may be done by telephone) with its Cost of Funds Rate (confirmed by telecopy), (ii) the Borrower shall immediately inform the Swingline Lender of its decision as to whether to request a Cost of Funds Rate Loan at the Cost of Funds Rate (which may be done by telephone and promptly confirmed in writing and which decision shall be irrevocable), and (iii) if the Borrower has so informed the Swingline Lender that it does desire a Cost of Funds Rate Loan at the Cost of Funds Rate, the Swingline Lender shall promptly make such Cost of Funds Rate Loan available to the Borrower. At all times such Loan is a Cost of Funds Rate Loan, the Borrower shall pay interest on the unpaid principal amount of such Cost of Funds Rate Loan from the date of such Cost of Funds Rate Loan until such principal amount shall be paid in full at a rate per annum equal to the Cost of Funds Rate in effect from time to time plus the Applicable Margin for Eurodollar Loans in effect from time to time.
(c) The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan and accrued interest thereon on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two five Business Days after such Swingline Loan is mademade (or such earlier date on which the Swingline Loans become due and payable pursuant to Section 7); provided that on each date that a Revolving Loan (other than a Swingline Loan) is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.
Appears in 2 contracts
Samples: Credit Agreement (Southern California Edison Co), Credit Agreement (Edison International)
Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower Company and any Subsidiary Borrower the Borrowing Subsidiaries under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans denominated in Dollars (“Swingline Loans”) in Dollars to the Borrower and Company or any Subsidiary BorrowerBorrowing Subsidiary; provided that (i) the Borrowers shall not request and the Swingline Lender shall not make any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate principal amount of Swingline Loans made by such would exceed the Swingline Lender Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time shall not exceed such time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect, ) and (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower Borrowers shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower Company and any each Borrowing Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.
(b) The Borrower or relevant Subsidiary applicable Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to it on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.
Appears in 2 contracts
Samples: Credit Agreement (First Solar, Inc.), Credit Agreement (First Solar, Inc.)
Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Total Domestic Commitments at any time and from time to time during on or after the Revolving Closing Date and until the earlier of the Maturity Date and the termination of the Swingline Commitment Period in accordance with the terms hereof by making swing line loans in Dollars (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Domestic Commitment, may exceed the Swingline Commitment then in effect, ) and (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan Loans if, after giving effect to the making of such Swingline LoanLoans, the aggregate amount of outstanding Domestic Loans and L/C Obligations would exceed the Available Revolving Commitments would be less than zeroTotal Domestic Commitment. During At any time and from time to time on or after the Revolving Closing Date, and until the earlier of the Maturity Date and the termination of the Swingline Commitment Periodin accordance with the terms hereof, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.
(b) The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan on the earlier earliest of (i) the Maturity Date, (ii) the termination of the Revolving Termination Date Swingline Commitments in accordance with the terms hereof and (iii) the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two fifth (5th) Business Days Day after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.
Appears in 2 contracts
Samples: Three Year Competitive Revolving Credit Agreement, Credit Facility Agreement (Raytheon Co/)
Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally agrees agrees, in reliance upon the agreements of the other Lenders set forth in Section 2.5, to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period for any Revolving Commitments by making swing line swingline loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that (ia) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans hereunder, may exceed the Swingline Commitment then in effect), (iib) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zerozero and (c) the Swingline Lender shall be under no obligation to make any Swingline Loan at any time that any Revolving Lender is a Defaulting Lender unless the Swingline Lender has entered into arrangements, including, if requested, the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate such Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.21(a)(iii)) with respect to the Defaulting Lender arising from either the Swingline Loan to be made and all other Swingline Loans as to which such Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. During the Revolving Commitment PeriodPeriod for any Revolving Commitments, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.
(b) The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.
Appears in 2 contracts
Samples: Incremental Activation Notice (Charter Communications, Inc. /Mo/), Credit Agreement (Charter Communications, Inc. /Mo/)
Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally with respect to the Dollar Revolving Commitments agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Dollar Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Dollar Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect, ) and (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a such Swingline Lender shall not make, any Dollar Swingline Loan if, after giving effect to the making of such Dollar Swingline Loan, the aggregate amount of the Available Revolving Commitments under the Dollar Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Dollar Swingline Loans shall be ABR Loans only.
(b) Subject to the terms and conditions hereof, the Swingline Lender with respect to the Multicurrency Revolving Commitments agrees to make a portion of the credit otherwise available to the Borrower under the Multicurrency Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Multicurrency Swingline Loans”) in Dollars to the Borrower; provided that (i) the aggregate principal amount of Swingline Loans outstanding at any one time shall not exceed the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect) and (ii) the Borrower shall not request, and such Swingline Lender shall not make, any Multicurrency Swingline Loan if, after giving effect to the making of such Multicurrency Swingline Loan, the aggregate amount of the Available Revolving Commitments under the Multicurrency Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Multicurrency Swingline Loans shall be ABR Loans only.
(c) The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account Swingline Lender of the Swingline Lenders applicable Class the then unpaid principal amount of each Swingline Loan of such Class on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstandingDate.
Appears in 2 contracts
Samples: Credit Agreement (Wesco Aircraft Holdings, Inc), Credit Agreement (Wesco Aircraft Holdings, Inc)
Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally agrees agrees, in reliance upon the agreements of the other Lenders set forth in Section 2.5, to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period for any Revolving Commitments by making swing line swingline loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that (ia) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s 's other outstanding Revolving Loans hereunder, may exceed the Swingline Commitment then in effect), (iib) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zerozero and (c) the Swingline Lender shall be under no obligation to make any Swingline Loan at any time that any Revolving Lender is a Defaulting Lender unless the Swingline Lender has entered into arrangements, including, if requested, the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate such Swingline Lender's actual or potential Fronting Exposure (after giving effect to Section 2.21(a)(iii)) with respect to the Defaulting Lender arising from either the Swingline Loan to be made and all other Swingline Loans as to which such Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. During the Revolving Commitment PeriodPeriod for any Revolving Commitments, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.
(b) The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.
Appears in 2 contracts
Samples: Credit Agreement (Charter Communications, Inc. /Mo/), Credit Agreement (Charter Communications, Inc. /Mo/)
Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during until the Revolving Commitment Period Termination Date by making swing line loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that (i) the aggregate outstanding principal amount of Swingline Loans made by such owed to the Swingline Lender outstanding at any time shall not exceed such its Swingline Commitment then in effect (notwithstanding that the outstanding Swingline Loans owed to the Swingline Lender at any time, when aggregated with the Swingline Lender’s other outstanding Advances, may exceed its Swingline Commitment then in effect, ) and (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount (without duplication) of the Available Revolving Commitments would be less than zero. During the Revolving Commitment PeriodAdvances, the Borrower Swingline Loans and any Subsidiary the L/C Obligations would exceed the Total Committed Amount. Prior to the Termination Date, the Borrower may use the Swingline Commitment by borrowing, repaying (in whole or part) and reborrowing, all in accordance with the terms and conditions hereof. The Borrower may prepay Swingline Loans shall at any time upon notice to the Swingline Lender by 11:00 A.M. on the day of the proposed prepayment stating the proposed date and aggregate principal amount to be ABR Loans onlyprepaid.
(b) The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made by the Swingline Lender on the earlier of (i) the Revolving Termination Date and (ii) the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan an Advance is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and outstanding. The unpaid principal amount of each Swingline Loan shall bear interest at the proceeds per annum rate equal to the Swingline Rate in effect from time to time plus the Applicable Margin for Eurodollar Advances.
(c) The obligation of any such borrowing of Revolving Loans shall be applied by the Administrative Agent Swingline Lender to repay any make Swingline Loans outstandingto the Borrower is subject to the same conditions precedent for the making of Advances under Section 3.2, other than compliance with Section 2.2(a), as referred to in said Section 3.2.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Eog Resources Inc), Revolving Credit Agreement (Eog Resources Inc)
Swingline Commitment. (a) Subject to the terms and conditions hereof, each the US Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary US Borrower under the US Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“"US Swingline Loans”") in Dollars to the Borrower and any Subsidiary US Borrower; provided that (i) the aggregate principal amount of US Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the US Swingline Commitment then in effect (notwithstanding that the US Swingline Loans outstanding at any time, when aggregated with the US Swingline Lender’s 's other outstanding US Revolving Loans, may exceed the US Swingline Commitment then in effect, ) and (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary US Borrower shall not request, and a the US Swingline Lender shall not make, any US Swingline Loan if, after giving effect to the making of such US Swingline Loan, the aggregate amount of the Available US Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower and any Subsidiary US Borrower may use the US Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. US Swingline Loans shall be ABR Loans only.
(b) Subject to the terms and conditions hereof, the CDN Swingline Lender agrees to make a portion of the credit otherwise available to the CDN Borrower under the CDN Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans ("CDN Swingline Loans") in CDN Dollars to the CDN Borrower; provided that (i) the aggregate principal amount of CDN Swingline Loans outstanding at any time shall not exceed the CDN Swingline Commitment then in effect (notwithstanding that the CDN Swingline Loans outstanding at any time, when aggregated with the CDN Swingline Lender's other outstanding CDN Revolving Loans, may exceed the CDN Swingline Commitment then in effect) and (ii) the CDN Borrower shall not request, and the CDN Swingline Lender shall not make, any CDN Swingline Loan if, after giving effect to the making of such CDN Swingline Loan, the aggregate amount of the Available CDN Revolving Commitments would be less than zero. During the Revolving Commitment Period, the CDN Borrower may use the CDN Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. CDN Swingline Loans shall be CDN ABR Loans only.
(c) The Borrower or relevant Subsidiary US Borrower shall repay to the Administrative Agent for the account of the US Swingline Lenders Lender the then unpaid principal amount of each US Swingline Loan on the earlier Revolving Termination Date. The CDN Borrower shall repay to the CDN Swingline Lender the then unpaid principal amount of each CDN Swingline Loan on the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstandingDate.
Appears in 1 contract
Swingline Commitment. (a) Subject to the terms and conditions hereof, (i) each Quoted Rate Swingline Lender severally may (but shall have no obligation to) make a portion of the credit otherwise available to the Borrower under the Total Commitments from time to time during the Commitment Period by making swing line loans ("Quoted Swingline Loans") on the basis of quoted interest rates (each, a "Quoted Swingline Rate") furnished by such Quoted Rate Swingline Lender from time to time in its discretion to the Borrower and accepted by the Borrower in its discretion and (ii) the Committed Swingline Lender agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“"Committed Swingline Loans”") in Dollars bearing interest at the ABR to the Borrower and any Subsidiary Borrower; provided that (i) the aggregate outstanding principal amount of Committed Swingline Loans at any time shall not exceed the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with such Swingline Lender's other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect), (ii) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such Swingline Lender’s Swingline Commitment then in effect$100,000,000, (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a no Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount sum of the Available Revolving Commitments Total Outstanding Extensions of Credit would be less than zeroexceed the Total Commitments. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.
(b) The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all denominated in Dollars. Committed Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.be
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Samples: Credit Agreement (Kennametal Inc)
Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect, ) and (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero; provided further that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans or Cost of Funds Rate Loans only. A Swingline Loan shall be a Cost of Funds Rate Loan or shall bear interest at a rate based on the ABR, as determined by the Borrower. If the Borrower desires a Cost of Funds Rate Loan (i) the Borrower shall request a quote for a Cost of Funds Rate Loan, and the Swingline Lender shall within a reasonable time after receipt of the request directly contact the Borrower (which may be done by telephone) with its Cost of Funds Rate (confirmed by telecopy), (ii) the Borrower shall immediately inform the Swingline Lender of its decision as to whether to request a Cost of Funds Rate Loan at the Cost of Funds Rate (which may be done by telephone and promptly confirmed in writing and which decision shall be irrevocable), and (iii) if the Borrower has so informed the Swingline Lender that it does desire a Cost of Funds Rate Loan at the Cost of Funds Rate, the Swingline Lender shall promptly make such Cost of Funds Rate Loan available to the Borrower. At all times such Loan is a Cost of Funds Rate Loan, the Borrower shall pay interest on the unpaid principal amount of such Cost of Funds Rate Loan (calculated in accordance with Section 2.10 hereof) from the date of such Cost of Funds Rate Loan until such principal amount shall be paid in full at a rate per annum equal to the Cost of Funds Rate in effect from time to time plus the Applicable Margin for Eurodollar Loans in effect from time to time.
(b) The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.
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Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally agrees to shall make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“"Swingline Loans”") in Dollars to the Borrower and any Subsidiary Borrower; provided that (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s 's outstanding Loans (other than Swingline Loans), may exceed the Swingline Commitment then in effect, ) and (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of Total Exposures would exceed the Available Revolving Commitments would be less than zeroTotal Commitments. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans or Cost of Funds Rate Loans only.
(b) A Swingline Loan shall be an ABR Loan, unless the Borrower has requested a Cost of Funds Rate Loan at a Cost of Funds Rate quoted by the Swingline Lender and confirmed by the Borrower pursuant to the following procedures. If the Borrower desires a Cost of Funds Rate Loan (i) the Borrower shall request a quote for a Cost of Funds Rate Loan, and the Swingline Lender shall within a reasonable time after receipt of the request directly contact the Borrower (which may be done by telephone) with its Cost of Funds Rate (confirmed by telecopy), (ii) the Borrower shall immediately inform the Swingline Lender of its decision as to whether to request a Cost of Funds Rate Loan at the Cost of Funds Rate (which may be done by telephone and promptly confirmed in writing and which decision shall be irrevocable), and (iii) if the Borrower has so informed the Swingline Lender that it does desire a Cost of Funds Rate Loan at the Cost of Funds Rate, the Swingline Lender shall promptly make such Cost of Funds Rate Loan available to the Borrower. At all times such Loan is a Cost of Funds Rate Loan, the Borrower shall pay interest on the unpaid principal amount of such Cost of Funds Rate Loan from the date of such Cost of Funds Rate Loan until such principal amount shall be paid in full at a rate per annum equal to the Cost of Funds Rate in effect from time to time plus the Applicable Margin for Eurodollar Loans in effect from time to time.
(c) The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan and accrued interest thereon on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two five Business Days after such Swingline Loan is mademade (or such earlier date on which the Swingline Loans become due and payable pursuant to Section 7); provided that on each date that a Revolving Loan (other than a Swingline Loan) is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.
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Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally agrees to shall make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s outstanding Loans (other than Swingline Loans), may exceed the Swingline Commitment then in effect, ) and (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount Total Exposures would exceed the Total Commitments. In addition, the Swingline Lender shall have no obligation to make a Swingline Loan if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Available Revolving Commitments would Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.18(d)) with respect to the Defaulting Lender arising from either the Swingline Loan then proposed to be less than zeroissued or that Swingline Loan and all other Swingline Loans, as it may elect in its sole discretion. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans or Cost of Funds Rate Loans only.
(b) A Swingline Loan shall be an ABR Loan, unless the Borrower has requested a Cost of Funds Rate Loan at a Cost of Funds Rate quoted by the Swingline Lender and confirmed by the Borrower pursuant to the following procedures. If the Borrower desires a Cost of Funds Rate Loan (i) the Borrower shall request a quote for a Cost of Funds Rate Loan, and the Swingline Lender shall within a reasonable time after receipt of the request directly contact the Borrower (which may be done by telephone) with its Cost of Funds Rate (confirmed by telecopy), (ii) the Borrower shall immediately inform the Swingline Lender of its decision as to whether to request a Cost of Funds Rate Loan at the Cost of Funds Rate (which may be done by telephone and promptly confirmed in writing and which decision shall be irrevocable), and (iii) if the Borrower has so informed the Swingline Lender that it does desire a Cost of Funds Rate Loan at the Cost of Funds Rate, the Swingline Lender shall promptly make such Cost of Funds Rate Loan available to the Borrower. At all times such Loan is a Cost of Funds Rate Loan, the Borrower shall pay interest on the unpaid principal amount of such Cost of Funds Rate Loan from the date of such Cost of Funds Rate Loan until such principal amount shall be paid in full at a rate per annum equal to the Cost of Funds Rate in effect from time to time plus the Applicable Margin for Eurodollar Loans in effect from time to time.
(c) The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan and accrued interest thereon on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two five Business Days after such Swingline Loan is mademade (or such earlier date on which the Swingline Loans become due and payable pursuant to Section 7.); provided that on each date that a Revolving Loan (other than a Swingline Loan) is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.
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Swingline Commitment. (a) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Master Issuer shall issue and shall cause the Trustee to authenticate the Series 2018-1 Class A-1 Swingline Note, which the Master Issuer shall deliver to the Swingline Lender on the Closing Date. Such Series 2018-1 Class A-1 Swingline Note shall be dated the Closing Date, shall be registered in the name of the Swingline Lender or its nominee, or in such other name as the Swingline Lender may request, shall have a maximum principal amount equal to the Swingline Commitment, shall have an initial outstanding principal amount equal to the Series 2018-1 Class A-1 Initial Swingline Principal Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Subject to the terms and conditions hereof, each the Swingline Lender severally Lender, in reliance on the agreements of the Committed Note Purchasers set forth in this Section 2.06, agrees to make swingline loans (each, a portion of “Swingline Loan” or a “Series 2018-1 Class A-1 Swingline Loan” and, collectively, the credit otherwise available “Swingline Loans” or the “Series 2018-1 Class A-1 Swingline Loans”) to the Borrower and any Subsidiary Borrower under the Revolving Commitments Master Issuer from time to time during the Revolving Commitment Period by making swing line loans period commencing on the Closing Date and ending on the date that is two (“Swingline Loans”2) in Dollars Business Days prior to the Borrower and any Subsidiary BorrowerCommitment Termination Date; provided that the Swingline Lender shall have no obligation or right to make any Swingline Loan if, after giving effect thereto, (i) the aggregate principal amount of Swingline Loans made by such outstanding would exceed the Swingline Lender Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time shall not exceed such time, when aggregated with the Swingline Lender’s other outstanding Advances hereunder, may exceed the Swingline Commitment then in effect) or (ii) the Series 2018-1 Class A-1 Outstanding Principal Amount would exceed the Series 2018-1 Class A-1 Maximum Principal Amount. Each such borrowing of a Swingline Loan will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2018-1 Class A-1 Swingline Note in an amount corresponding to such borrowing. Subject to the terms of this Agreement and the Series 2018-1 Supplement, the outstanding principal amount evidenced by the Series 2018-1 Class A-1 Swingline Note may be increased by borrowings of Swingline Loans or decreased by payments of principal thereon from time to time.
(b) Whenever the Master Issuer desires that the Swingline Lender make Swingline Loans, the Master Issuer shall (or shall cause the Manager on its behalf to) give the Swingline Lender and the Administrative Agent irrevocable notice in writing not later than 11:00 a.m. (Eastern time) on the proposed borrowing date, specifying (i) the amount to be borrowed, (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit requested borrowing date (which shall be a Business Day during the Commitment Term not exceed later than the amount of such Swingline Lender’s Revolving date that is two (2) Business Days prior to the Commitment Termination Date) and (iii) the Borrower payment instructions for the proceeds of such borrowing (which shall be consistent with the terms and provisions of this Agreement and the Indenture and which proceeds shall be made available to the Master Issuer). Such notice shall be in the form of a Swingline Advance Request in the form attached hereto as Exhibit A-2 (a “Swingline Loan Request”), a copy of which shall also be provided by the Master Issuer (or the relevant Subsidiary Borrower shall not request, Manager on its behalf) to the Control Party and a the Trustee by 2:00 p.m. (Eastern time) on the date of delivery thereof to the Swingline Lender and the Administrative Agent. Each borrowing under the Swingline Commitment shall not make, be in a minimum amount equal to $100,000. Promptly upon receipt of any Swingline Loan ifRequest (but in no event later than 2:00 p.m. (Eastern time) on the date of such receipt), the Administrative Agent (based, with respect to any portion of the Series 2018-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) will inform the Swingline Lender whether or not, after giving effect to the making requested Swingline Loan, the Series 2018-1 Class A-1 Outstanding Principal Amount would exceed the Series 2018-1 Class A-1 Maximum Principal Amount. If the Administrative Agent confirms that the Series 2018-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2018-1 Class A-1 Maximum Principal Amount after giving effect to the requested Swingline Loan, then not later than 3:00 p.m. (Eastern time) on the borrowing date specified in the Swingline Loan Request, subject to the other conditions set forth herein and in the Series 2018-1 Supplement, the Swingline Lender shall make available to the Master Issuer in accordance with the payment instructions set forth in such notice an amount in immediately available funds equal to the amount of the requested Swingline Loan.
(c) The Master Issuer hereby agrees that each Swingline Loan made by the Swingline Lender to the Master Issuer pursuant to Section 2.06(a) shall constitute the promise and obligation of the Master Issuer to pay to the Swingline Lender the aggregate unpaid principal amount of all Swingline Loans made by such Swingline Lender pursuant to Section 2.06(a), which amounts shall be due and payable (whether at maturity or by acceleration) as set forth in this Agreement and in the Indenture for the Series 2018-1 Class A-1 Outstanding Principal Amount.
(d) In accordance with Section 2.03(a), the Master Issuer agrees to cause requests for Borrowings to be made at least one time per month if any Swingline Loans are outstanding in amounts at least sufficient to repay in full all Swingline Loans outstanding on the date of the applicable request. In accordance with Section 3.01(c), outstanding Swingline Loans shall bear interest at the Base Rate.
(e) [Reserved].
(f) If, prior to the time Advances would have otherwise been made pursuant to Section 2.06(d), an Event of Bankruptcy shall have occurred and be continuing with respect to the Master Issuer or any Guarantor or if, for any other reason, as determined by the Swingline Lender in its sole and absolute discretion, Advances may not be made as contemplated by Section 2.06(d), each Committed Note Purchaser shall, on the date such Advances were to have been made pursuant to the notice referred to in Section 2.06(d), purchase for cash an undivided participating interest in the then-outstanding Swingline Loans by paying to the Swingline Lender an amount (the “Swingline Participation Amount”) equal to (i) its Committed Note Purchaser Percentage, multiplied by (ii) the related Investor Group’s Commitment Percentage, multiplied by (iii) the aggregate principal amount of Swingline Loans then outstanding that was to have been repaid with such Advances.
(g) Whenever, at any time after the Swingline Lender has received from any Investor such Investor’s Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will distribute to such Investor its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Investor’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Investor’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline LoanLoans then due); provided, however, that in the event that such payment received by the Swingline Lender is required to be returned, such Investor will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender.
(h) Each applicable Investor’s obligation to make the Advances referred to in Section 2.06(d) and each Committed Note Purchaser’s obligation to purchase participating interests pursuant to Section 2.06(f) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Investor, Committed Note Purchaser or the Master Issuer may have against the Swingline Lender, the Master Issuer or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article VII other than at the time the related Swingline Loan was made; (iii) any adverse change in the condition (financial or otherwise) of the Master Issuer; (iv) any breach of this Agreement or any other Indenture Document by the Master Issuer or any other Person or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
(i) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent and the Swingline Lender, effect a permanent reduction in the Swingline Commitment; provided that any such reduction will be limited to the undrawn portion of the Swingline Commitment. If requested by the Master Issuer in writing and with the prior written consent of the Administrative Agent, the Swingline Lender may (but shall not be obligated to) increase the amount of the Swingline Commitment; provided that, after giving effect thereto, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans onlyL/C Commitment does not exceed the aggregate amount of the Commitments.
(bj) The Borrower or relevant Subsidiary Borrower Master Issuer may, upon notice to the Swingline Lender (who shall repay to promptly notify the Administrative Agent for and the account Trustee thereof in writing), at any time and from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that (x) such notice must be received by the Swingline Lender not later than 11:00 a.m. (Eastern time) on the date of the Swingline Lenders the then unpaid prepayment, (y) any such prepayment shall be in a minimum principal amount of each Swingline Loan on the earlier $500,000 or a whole multiple of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed$100,000 in excess thereof or, if less, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans entire principal amount thereof then outstanding and (z) if the proceeds source of any funds for such borrowing of Revolving Loans prepayment is not a Borrowing, there shall be applied by no unreimbursed Advances or Manager Advances (or interest thereon) at such time. Each such notice shall specify the Administrative Agent date and amount of such prepayment. If such notice is given, the Master Issuer shall make such prepayment directly to repay any the Swingline Loans outstandingLender and the payment amount specified in such notice shall be due and payable on the date specified therein.
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Swingline Commitment. (a) Subject to the terms and conditions hereof, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Credit Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Lender’s Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lenders’ other outstanding Revolving Credit Loans, may exceed the Swingline Commitment then in effect), (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Credit Commitments of such Swingline Lender would be less than zerozero and (iii) Swingline Loans shall be made ratably by the Swingline Lenders. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.
(b) The Borrower or relevant Subsidiary Borrower . No Swingline Lender shall repay be obligated to the Administrative Agent for the account of the make any Swingline Lenders the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the first date after Loans if any Lender is at that time a Defaulting Lender, unless such Swingline Loan is made that is Lender has entered into arrangements, including the 15th or last day delivery of a calendar month and is at least two Business Days after Cash Collateral, reasonably satisfactory to such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, Lender with the Borrower or relevant Subsidiary Borrower shall repay all such Lender to eliminate such Swingline Loans Lender’s actual or potential Fronting Exposure (after giving effect to subsection 2.19(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then outstanding and the proceeds of proposed to be made or any such borrowing of Revolving Loans shall be applied by the Administrative Agent other Swingline Loan as to repay any which a Swingline Loans outstandingLender has actual or potential Fronting Exposure.
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Swingline Commitment. (a) Subject to the terms and conditions hereofhereof and in reliance upon the representations and warranties herein set forth, each the Swingline Lender severally Lender, in its individual capacity, agrees to make a portion of the certain revolving credit otherwise available loans to the Borrower and any Subsidiary Borrower under (each a “Swingline Loan” and, collectively, the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) in Dollars from time to time from the Borrower and any Subsidiary BorrowerClosing Date until the Maturity Date for the purposes hereinafter set forth; provided that provided, however, (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such TWENTY FIVE MILLION DOLLARS ($25,000,000) (the “Swingline Lender’s Swingline Commitment then in effectCommitted Amount”), and (ii) the outstanding sum of the aggregate principal amount of such Revolving Loans outstanding plus LOC Obligations plus obligations in respect of Swingline Lender’s Revolving Extensions of Credit Loans outstanding at any time shall not exceed the amount aggregate Revolving Committed Amount. Swingline Loans hereunder shall be made as a Base Rate Loan in accordance with the provisions of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not requestthis Section 2.3, and a may be repaid and reborrowed in accordance with the provisions hereof. Notwithstanding anything herein to the contrary, the Swingline Lender shall not make, be under any obligation to make any Swingline Loan ifif any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 3.19(a)(iv)) with respect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may use Defaulting Lender arising from either the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall Loan then proposed to be ABR Loans only.
(b) The Borrower made or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and as to which the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstandingLender has actual or potential Fronting Exposure, as it may elect in its sole discretion.
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Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect, ) and (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Base Rate Loans only.
. Notwithstanding the foregoing, if at any time any Lender is a Defaulting Lender, such Defaulting Lender’s Revolving Commitment Percentage of the Swingline Loans will be reallocated among all Lenders that are not Defaulting Lenders (bpro rata in accordance with their respective Revolving Commitment Percentage) The but only to the extent the Aggregate Revolving Outstandings of all Lenders that are not Defaulting Lenders plus such Defaulting Lender’s Revolving Commitment Percentage of the Swingline Loans and any Letter of Credit Outstandings, in each case, except to the extent Cash Collateralized, does not exceed the Total Revolving Commitments (excluding the Revolving Commitment of any Defaulting Lender) (in which case the Revolving Commitments of all Defaulting Lenders will be deemed to be zero (except to the extent Cash Collateral has been posted by such Defaulting Lender in respect of any portion of such Defaulting Lender’s participations in Swingline Loans or Letter of Credit Outstandings) for purposes of any determination of the Lenders’ respective Revolving Commitment Percentage of the Swingline Loans (including for purposes of all fee calculations hereunder)); provided, to the extent that such reallocation cannot be made, the Borrower or relevant Subsidiary Borrower shall repay and such Defaulting Lender, on a joint and several basis, hereby agree, within two Business Days following notice by the Administrative Agent, to cause to be, deposited with the Administrative Agent for the account benefit of the Swingline Lenders Lender Cash Collateral or similar security satisfactory to such Swingline Lender (in its sole discretion) in the then unpaid principal full amount of each such Defaulting Lender’s Revolving Commitment Percentage of outstanding Swingline Loan on Loans (less the earlier amount of any reallocation effected pursuant to the foregoing provisions of this sentence). Such Defaulting Lender and/or the Borrower, as applicable, hereby grants to the Administrative Agent, for the benefit of the Revolving Termination Date Swingline Lender and the first date after other holders of First Lien Debt (to the extent required by the Collateral Agency and Intercreditor Agreement and/or the Guarantee and Collateral Agreement), a security interest in all such Swingline Loan is made that is the 15th or last day of a calendar month Cash Collateral and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans the foregoing. Such Cash Collateral shall be applied by maintained in blocked deposit accounts at the office of the Collateral Agent, and may be invested in Cash Equivalents reasonably acceptable to the Administrative Agent. If at any time the Administrative Agent determines that any funds held as Cash Collateral under this paragraph are subject to repay any right or claim of any Person other than the Administrative Agent for the benefit of the Swingline Loans outstanding.Lender (other than the claims of any other holder of First Lien Debt as may be required by the Collateral Agency and Intercreditor Agreement) or that the total amount of such funds is less than the aggregate risk participation of such Defaulting Lender in the applicable
Appears in 1 contract
Samples: Credit Agreement (Calpine Corp)
Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower TMP under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line swingline loans denominated in Dollars (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary BorrowerTMP; provided that (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such Swingline Lender’s the Swingline Commitment then in effect, and (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower TMP shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero; provided further, TMP can only request a Swingline Loan in an amount such that after giving effect to the making of such Swingline Loan, the aggregate principal amount of Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Extensions of Credit hereunder, does not exceed such Swingline Lender’s Available Revolving Commitment. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower TMP may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Alternate Base Rate Loans only.
(b) The Borrower or relevant Subsidiary Borrower TMP shall repay to the Administrative Agent for the account of the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last 30th day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on that, during each date that a Revolving Loan is borrowedcalendar month, there shall be at least two consecutive Business Days during which the Borrower or relevant Subsidiary Borrower shall repay all outstanding balance of the Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstandingzero.
Appears in 1 contract
Samples: Secured Revolving Credit Agreement (Monster Worldwide Inc)
Swingline Commitment. (a) Subject to the terms and conditions hereofand relying upon the representations and warranties herein set forth, each the Swingline Lender severally agrees to make a portion of the credit otherwise available Swingline Loans to the Borrower at any time and any Subsidiary Borrower under the Revolving Commitments from time to time during after the Closing Date and until the earlier of the Revolving Commitment Period by making swing line loans (“Swingline Loans”) Credit Maturity Date and the termination of the Revolving Credit Commitments, in Dollars to the Borrower and an aggregate principal amount at any Subsidiary Borrower; provided time outstanding that will not result in (i) the aggregate principal amount of all Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such Swingline Lender’s Swingline Commitment then exceeding $10,000,000 in effect, the aggregate or (ii) the outstanding principal amount of such Swingline Lender’s Aggregate Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a Swingline Lender shall not make, any Swingline Loan ifExposure, after giving effect to the making of such any Swingline Loan, exceeding the aggregate Total Revolving Credit Commitment. Each Swingline Loan (i) shall be made and maintained as an ABR Loan and (ii) shall be in a principal amount that is an integral multiple of $100,000 and in a minimum amount of $500,000. The Swingline Commitment may be terminated or reduced from time to time as provided herein. Within the Available Revolving Commitments would be less than zero. During the Revolving Commitment Periodforegoing limits, the Borrower may borrow, pay or prepay and any Subsidiary Borrower may use reborrow Swingline Loans hereunder, subject to the terms, conditions and limitations set forth herein. Notwithstanding anything to the contrary contained in this Section 2.22 or elsewhere in this Agreement, (i) the Swingline Commitment Lender shall not be obligated to make any Swingline Loan at a time when any Revolving Credit Lender is a Defaulting Lender unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to any Defaulting Lender’s participation in such Swingline Loans, including by borrowingcash collateralizing such Defaulting Lender’s Pro Rata Percentage of the outstanding Swingline Loans, repaying and reborrowing(ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Loan Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans onlySection 9.08(b).
(b) The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.
Appears in 1 contract
Swingline Commitment. (a) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Master Issuer shall issue and shall cause the Trustee to authenticate the Series 2015-1 Class A-1 Swingline Note, which the Master Issuer shall deliver to the Swingline Lender on the Closing Date. Such Series 2015-1 Class A-1 Swingline Note shall be dated the Closing Date, shall be registered in the name of the Swingline Lender or its nominee, or in such other name as the Swingline Lender may request, shall have a maximum principal amount equal to the Swingline Commitment, shall have an initial outstanding principal amount equal to the Series 2015-1 Class A-1 Initial Swingline Principal Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Subject to the terms and conditions hereof, each the Swingline Lender severally Lender, in reliance on the agreements of the Committed Note Purchasers set forth in this Section 2.06, agrees to make swingline loans (each, a portion of “Swingline Loan” or a “Series 2015-1 Class A-1 Swingline Loan” and, collectively, the credit otherwise available “Swingline Loans” or the “Series 2015-1 Class A-1 Swingline Loans”) to the Borrower and any Subsidiary Borrower under the Revolving Commitments Master Issuer from time to time during the Revolving Commitment Period by making swing line loans period commencing on the Closing Date and ending on the date that is two (“Swingline Loans”2) in Dollars Business Days prior to the Borrower and any Subsidiary BorrowerCommitment Termination Date; provided that the Swingline Lender shall have no obligation or right to make any Swingline Loan if, after giving effect thereto, (i) the aggregate principal amount of Swingline Loans made by such outstanding would exceed the Swingline Lender Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time shall not exceed such time, when aggregated with the Swingline Lender’s other outstanding Advances hereunder, may exceed the Swingline Commitment then in effect) or (ii) the Series 2015-1 Class A-1 Outstanding Principal Amount would exceed the Series 2015-1 Class A-1 Maximum Principal Amount. Each such borrowing of a Swingline Loan will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2015-1 Class A-1 Swingline Note in an amount corresponding to such borrowing. Subject to the terms of this Agreement and the Series 2015-1 Supplement, the outstanding principal amount evidenced by the Series 2015-1 Class A-1 Swingline Note may be increased by borrowings of Swingline Loans or decreased by payments of principal thereon from time to time.
(b) Whenever the Master Issuer desires that the Swingline Lender make Swingline Loans, the Master Issuer shall (or shall cause the Manager on its behalf to) give the Swingline Lender and the Administrative Agent irrevocable notice in writing not later than 11:00 a.m. (Eastern time) on the proposed borrowing date, specifying (i) the amount to be borrowed, (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit requested borrowing date (which shall be a Business Day during the Commitment Term not exceed later than the amount of such Swingline Lender’s Revolving date that is two (2) Business Days prior to the Commitment Termination Date) and (iii) the Borrower payment instructions for the proceeds of such borrowing (which shall be consistent with the terms and provisions of this Agreement and the Indenture and which proceeds shall be made available to the Master Issuer). Such notice shall be in the form of a Swingline Advance Request in the form attached hereto as Exhibit A-2 (a “Swingline Loan Request”), a copy of which shall also be provided by the Master Issuer (or the relevant Subsidiary Borrower shall not request, Manager on its behalf) to the Control Party and a the Trustee by 2:00 p.m. (Eastern time) on the date of delivery thereof to the Swingline Lender and the Administrative Agent. Each borrowing under the Swingline Commitment shall not make, be in a minimum amount equal to $100,000. Promptly upon receipt of any Swingline Loan ifRequest (but in no event later than 2:00 p.m. (Eastern time) on the date of such receipt), the Administrative Agent (based, with respect to any portion of the Series 2015-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) will inform the Swingline Lender whether or not, after giving effect to the making requested Swingline Loan, the Series 2015-1 Class A-1 Outstanding Principal Amount would exceed the Series 2015-1 Class A-1 Maximum Principal Amount. If the Administrative Agent confirms that the Series 2015-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2015-1 Class A-1 Maximum Principal Amount after giving effect to the requested Swingline Loan, then not later than 3:00 p.m. (Eastern time) on the borrowing date specified in the Swingline Loan Request, subject to the other conditions set forth herein and in the Series 2015-1 Supplement, the Swingline Lender shall make available to the Master Issuer in accordance with the payment instructions set forth in such notice an amount in immediately available funds equal to the amount of the requested Swingline Loan.
(c) The Master Issuer hereby agrees that each Swingline Loan made by the Swingline Lender to the Master Issuer pursuant to Section 2.06(a) shall constitute the promise and obligation of the Master Issuer to pay to the Swingline Lender the aggregate unpaid principal amount of all Swingline Loans made by such Swingline Lender pursuant to Section 2.06(a), which amounts shall be due and payable (whether at maturity or by acceleration) as set forth in this Agreement and in the Indenture for the Series 2015-1 Class A-1 Outstanding Principal Amount.
(d) In accordance with Section 2.03(a), the Master Issuer agrees to cause requests for Borrowings to be made at least one time per month if any Swingline Loans are outstanding in amounts at least sufficient to repay in full all Swingline Loans outstanding on the date of the applicable request. In accordance with Section 3.01(c), outstanding Swingline Loans shall bear interest at the Base Rate.
(e) [Reserved].
(f) If, prior to the time Advances would have otherwise been made pursuant to Section 2.06(d), an Event of Bankruptcy shall have occurred and be continuing with respect to the Master Issuer or any Guarantor or if, for any other reason, as determined by the Swingline Lender in its sole and absolute discretion, Advances may not be made as contemplated by Section 2.06(d), each Committed Note Purchaser shall, on the date such Advances were to have been made pursuant to the notice referred to in Section 2.06(d), purchase for cash an undivided participating interest in the then-outstanding Swingline Loans by paying to the Swingline Lender an amount (the “Swingline Participation Amount”) equal to (i) its Committed Note Purchaser Percentage, multiplied by (ii) the related Investor Group’s Commitment Percentage, multiplied by (iii) the aggregate principal amount of Swingline Loans then outstanding that was to have been repaid with such Advances.
(g) Whenever, at any time after the Swingline Lender has received from any Investor such Investor’s Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will distribute to such Investor its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Investor’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Investor’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline LoanLoans then due); provided, however, that in the event that such payment received by the Swingline Lender is required to be returned, such Investor will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender.
(h) Each applicable Investor’s obligation to make the Advances referred to in Section 2.06(d) and each Committed Note Purchaser’s obligation to purchase participating interests pursuant to Section 2.06(f) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Investor, Committed Note Purchaser or the Master Issuer may have against the Swingline Lender, the Master Issuer or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article VII other than at the time the related Swingline Loan was made; (iii) any adverse change in the condition (financial or otherwise) of the Master Issuer; (iv) any breach of this Agreement or any other Indenture Document by the Master Issuer or any other Person or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
(i) The Master Issuer may, upon three (3) Business Days’ notice to the Administrative Agent and the Swingline Lender, effect a permanent reduction in the Swingline Commitment; provided that any such reduction will be limited to the undrawn portion of the Swingline Commitment. If requested by the Master Issuer in writing and with the prior written consent of the Administrative Agent, the Swingline Lender may (but shall not be obligated to) increase the amount of the Swingline Commitment; provided that, after giving effect thereto, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans onlyL/C Commitment does not exceed the aggregate amount of the Commitments.
(bj) The Borrower or relevant Subsidiary Borrower Master Issuer may, upon notice to the Swingline Lender (who shall repay to promptly notify the Administrative Agent for and the account Trustee thereof in writing), at any time and from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that (x) such notice must be received by the Swingline Lender not later than 11:00 a.m. (Eastern time) on the date of the Swingline Lenders the then unpaid prepayment, (y) any such prepayment shall be in a minimum principal amount of each Swingline Loan on the earlier $500,000 or a whole multiple of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed$100,000 in excess thereof or, if less, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans entire principal amount thereof then outstanding and (z) if the proceeds source of any funds for such borrowing of Revolving Loans prepayment is not a Borrowing, there shall be applied by no unreimbursed Advances or Manager Advances (or interest thereon) at such time. Each such notice shall specify the Administrative Agent date and amount of such prepayment. If such notice is given, the Master Issuer shall make such prepayment directly to repay any the Swingline Loans outstandingLender and the payment amount specified in such notice shall be due and payable on the date specified therein.
Appears in 1 contract
Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower Monster Worldwide under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line swingline loans denominated in Dollars (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary BorrowerMonster Worldwide; provided that (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such Swingline Lender’s the Swingline Commitment then in effect, and (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower Monster Worldwide shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero; provided further, Monster Worldwide can only request a Swingline Loan in an amount such that after giving effect to the making of such Swingline Loan, the aggregate principal amount of Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Extensions of Credit hereunder, does not exceed such Swingline Lender’s Available Revolving Commitment. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower Monster Worldwide may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Base Rate Loans only.
(b) The Borrower or relevant Subsidiary Borrower Monster Worldwide shall repay to the Administrative Agent for the account of the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last 30th day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on that, during each date that a Revolving Loan is borrowedcalendar month, there shall be at least two consecutive Business Days during which the Borrower or relevant Subsidiary Borrower shall repay all outstanding balance of the Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstandingzero.
Appears in 1 contract
Samples: Secured Revolving Credit Agreement (Monster Worldwide Inc)
Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that (i) the aggregate principal amount of Swingline Loans made by such from a Swingline Lender outstanding at any time shall not exceed the Swingline Commitment of such Swingline Lender then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s outstanding Loans (other than Swingline Loans), may exceed the Swingline Commitment then in effect, ) and (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of Total Exposures would exceed the Available Revolving Commitments would be less than zeroTotal Commitments. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans onlyor Alternate Rate Swingline Loans.
(b) A Swingline Loan shall be an ABR Loan, unless the Borrower has requested an Alternate Rate Swingline Loan. At all times such Loan is an Alternate Rate Swingline Loan, the Borrower shall pay interest on the unpaid principal amount of such Alternate Rate Swingline Loan from the Borrowing Date of such Alternate Rate Swingline Loan until such principal amount shall be paid in full at a rate per annum equal to the Alternate Rate in effect from time to time plus the Applicable Margin for ABR Loans in effect from time to time.
(c) The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan and accrued interest thereon on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two five Business Days after such Swingline Loan is mademade (or such earlier date on which the Swingline Loans become due and payable pursuant to Section 7); provided that on each date that a Revolving Loan (other than a Swingline Loan) is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.
Appears in 1 contract
Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein, each from time to time until the Swingline Termination Date, the Swingline Lender severally agrees to make a portion of revolving loan or revolving loans (each a "Swingline Loan" and, collectively, the credit otherwise available "Swingline Loans") to the Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Borrower, which Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that Loans (i) shall be denominated in Dollars, (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) shall not exceed in aggregate principal amount at any time outstanding, when combined with the sum of the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding Revolving Credit Loans, the Aggregate Revolving Credit Commitment less the sum of all outstanding L/C Obligations, (iv) shall not exceed in aggregate principal amount at any time shall not exceed such outstanding the Swingline Lender’s Swingline Commitment then in effect, (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iiiv) shall bear interest at a rate mutually agreeable to the Swingline Lender and the Borrower. Notwithstanding anything to the contrary contained in this Section 2.5(a), (x) the Swingline Lender shall not be obligated to make any Swingline Loans at a time when a Lender Default exists unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender's risk with respect to the Defaulting Lender's or Lenders' participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender's or Lenders' Commitment Percentage of the outstanding Swingline Loans and (y) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower or the relevant Subsidiary Borrower shall not request, Required Lenders stating that a Default or an Event of Default exists and a is continuing until such time as the Swingline Lender shall not make, any Swingline Loan if, after giving effect to have received written notice (A) of rescission of all such notices from the making party or parties originally delivering such notice or (B) of the waiver of such Swingline Loan, the aggregate amount Default or Event of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.
(b) The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied Default by the Administrative Agent to repay any Swingline Loans outstandingRequired Lenders.
Appears in 1 contract
Swingline Commitment. (a) Subject to On the terms and subject to the -------------------- conditions hereofset forth herein, each the Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments that it may, from time to time during to, but not including, the Revolving Commitment Period Maturity Date, agree to make Warehousing Advances requested by making swing line loans the Borrowers in amounts not to exceed the Swingline Facility Amount. Such Swingline Advances shall be evidenced by the Swingline Note. A Swingline Advance shall bear interest, from the date of such Swingline Advance, until paid in full, at the Ordinary Warehousing Rate. The Lenders hereby agree to purchase from the Swingline Lender an undivided participation interest in all outstanding Swingline Advances held by the Swingline Lender at any time in an amount equal to each Lender's Warehousing Percentage Share of such Swingline Advances. The Swingline Lender may at any time in its sole and absolute discretion (“Swingline Loans”and shall no less frequently than weekly and upon the acceleration of the Obligations following an Event of Default) request the Lenders to make Warehousing Advances (each in principal amounts equal to their Warehousing Percentage Shares thereof) in Dollars the aggregate amount necessary to repay the Borrower outstanding Swingline Advances, and each Lender absolutely and unconditionally agrees to fund such Warehousing Advances, regardless of any Subsidiary BorrowerDefault or Event of Default or other condition which would otherwise excuse such Lender from funding Warehousing Advances; provided that (i) the no Lender shall be required to make Warehousing Advances to repay Swingline Advances which would cause such Lender's aggregate principal amount of Swingline Loans made by such Swingline Lender Warehousing Advances then outstanding at any time shall not exceed such Swingline Lender’s Swingline Commitment then in effect, (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not to exceed the amount of such Lender's Maximum Warehousing Commitment. Each Lender's Warehousing Advances made pursuant to the preceding sentence shall be delivered directly to the Swingline Lender’s Revolving Commitment Lender in immediately available funds at the office of the Credit Agent by 12:00 noon on the day of the request therefor by the Swingline Lender if such request is made on or before 11:00 a.m. or by 9:00 a.m. on the first (1st) Business Day following such request therefor if such request is made after 11:00 a.m. and (iii) shall be promptly applied against the Borrower or outstanding Swingline Advances. At any time following the relevant Subsidiary Borrower shall not requestreceipt of funds from all the Lenders, and a Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loanno less than weekly, the aggregate amount Credit Agent shall deliver to each Lender a certificate in the form of Exhibit M attached hereto (the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period"Advance --------- Certificate"), the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.
(b) The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied certified by the Administrative Agent to repay any Swingline Loans outstandingCredit Agent.
Appears in 1 contract
Swingline Commitment. (a) Subject to the terms and conditions hereof, each from time to time during the Revolving Credit Commitment Period, the Swingline Lender severally agrees to may at its sole discretion make a portion of the credit otherwise available to the Borrower and any Subsidiary Parent Borrower under the Revolving Credit Commitments from time to time during the Revolving Commitment Period by making swing line loans in Dollars (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Parent Borrower; provided that (i) the sum of (x) the Swingline Exposure of the Swingline Lender (in its capacity as the Swingline Lender and a Revolving Lender), (y) the aggregate principal amount of Swingline outstanding Revolving Credit Loans made by such the Swingline Lender outstanding at any time (in its capacity as a Revolving Credit Lender) and (z) the L/C Exposure of the Swingline Lender (in its capacity as a Revolving Credit Lender) shall not exceed such the Revolving Credit Commitment of the Swingline Lender (in its capacity as a Revolving Lender’s Swingline Commitment ) then in effect, (ii) the sum of the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit Loans shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Parent Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Credit Commitments would be less than zero. During the Revolving Credit Commitment Period, the Borrower and any Subsidiary Parent Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans onlyLoans.
(b) The Borrower or relevant Subsidiary Parent Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Credit Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Credit Loan is borrowed, the Borrower or relevant Subsidiary Parent Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Credit Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.
Appears in 1 contract
Samples: Credit Agreement (Conmed Corp)
Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect, ) and (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline LoanLoan and, if applicable, the repayment at such time of any Revolving Loans, the aggregate amount of the Available Revolving Commitments would be less than zero. If the terms and conditions set forth in Section 5.1 are not satisfied on or prior to May 20, 2005, the Swingline Commitment of the Swingline Lender shall terminate on such date and such Swingline Lender will not be obligated to make Swingline Loans to the Borrower hereunder. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.
(b) The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.
Appears in 1 contract
Samples: Credit Agreement (Kadant Inc)
Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein, each the Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans in Dollars (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect), (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment Borrower and (iii) the Borrower or the relevant any Subsidiary Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zerozero and (iii) Swingline Loans shall be available only in Dollars. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.
(b) The Borrower shall repay, or relevant cause any Subsidiary Borrower shall repay to repay, to the Administrative Agent for the account of the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination and Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower shall repay, or relevant cause any Subsidiary Borrower shall repay to repay, all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.
Appears in 1 contract
Samples: Credit Agreement (Synopsys Inc)
Swingline Commitment. (a) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Issuer shall issue and shall cause the Trustee to authenticate the Series 2018-1 Class A-1 Swingline Note, which the Issuer shall deliver to the Swingline Lender on the Series 2018-1 Closing Date. Such Series 2018-1 Class A-1 Swingline Note shall be dated the Series 2018-1 Closing Date, shall be registered in the name of the Swingline Lender or its nominee, or in such other name as the Swingline Lender may request, shall have a maximum principal amount equal to the Swingline Commitment, shall have an initial outstanding principal amount equal to the Series 2018-1 Class A-1 Initial Swingline Principal Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Subject to the terms and conditions hereof, each the Swingline Lender severally Lender, in reliance on the agreements of the Committed Note Purchasers set forth in this Section 2.06, agrees to make swingline loans (each, a portion of “Swingline Loan” and, collectively, the credit otherwise available “Swingline Loans”) to the Borrower and any Subsidiary Borrower under the Revolving Commitments Issuer from time to time during the Revolving Commitment Period by making swing line loans period commencing on the Series 2018-1 Closing Date and ending on the date that is two (“Swingline Loans”2) in Dollars Business Days prior to the Borrower and any Subsidiary BorrowerCommitment Termination Date; provided that the Swingline Lender shall have no obligation or right to make any Swingline Loan if, after giving effect thereto, (i) the aggregate principal amount of Swingline Loans made by such outstanding would exceed the Swingline Lender Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time shall not exceed such time, when aggregated with the Swingline Lender’s other outstanding Advances hereunder, may exceed the Swingline Commitment then in effect) or (ii) the Series 2018-1 Class A-1 Outstanding Principal Amount would exceed the Series 2018-1 Class A-1 Notes Maximum Principal Amount. Each such borrowing of a Swingline Loan will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2018-1 Class A-1 Swingline Note in an amount corresponding to such borrowing. Subject to the terms of this Agreement and the Series 2018-1 Supplement, the outstanding principal amount evidenced by the Series 2018-1 Class A-1 Swingline Note may be increased by borrowings of Swingline Loans or decreased by payments of principal thereon from time to time.
(b) Whenever the Issuer desires that the Swingline Lender make Swingline Loans, the Issuer shall (or shall cause the Manager on its behalf to) give the Swingline Lender and the Administrative Agent irrevocable notice in writing not later than 11:00 a.m. (New York City time) on the proposed borrowing date, specifying (i) the amount to be borrowed, (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit requested borrowing date (which shall be a Business Day during the Commitment Term not exceed later than the amount of such Swingline Lender’s Revolving date that is two (2) Business Days prior to the Commitment Termination Date) and (iii) the Borrower or payment instructions for the relevant Subsidiary Borrower proceeds of such borrowing (which shall not requestbe consistent with the terms and provisions of this Agreement and the Indenture and which proceeds shall be made available to the Issuer). Such notice shall be in the form attached hereto as Exhibit A-2 hereto (a “Swingline Loan Request”). Promptly upon receipt of any Swingline Loan Request (but in no event later than 2:00 p.m. (New York City time) on the date of such receipt), and a the Swingline Lender shall not make, promptly notify the Control Party and the Trustee thereof in writing. Each borrowing under the Swingline Commitment shall be in a minimum amount equal to $100,000. Promptly upon receipt of any Swingline Loan ifRequest (but in no event later than 2:00 p.m. (New York City time) on the date of such receipt), the Administrative Agent (based, with respect to any portion of the Series 2018-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) will inform the Swingline Lender whether or not, after giving effect to the making requested Swingline Loan, the Series 2018-1 Class A-1 Outstanding Principal Amount would exceed the Series 2018-1 Class A-1 Notes Maximum Principal Amount. If the Administrative Agent confirms that the Series 2018-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2018-1 Class A-1 Notes Maximum Principal Amount after giving effect to the requested Swingline Loan, then not later than 3:00 p.m. (New York City time) on the borrowing date specified in the Swingline Loan Request, subject to the other conditions set forth herein and in the Series 2018-1 Supplement, the Swingline Lender shall make available to the Issuer in accordance with the payment instructions set forth in such notice an amount in immediately available funds equal to the amount of the requested Swingline Loan.
(c) The Issuer hereby agrees that each Swingline Loan made by the Swingline Lender to the Issuer pursuant to Section 2.06(a) shall constitute the promise and obligation of the Issuer to pay to the Swingline Lender the aggregate unpaid principal amount of all Swingline Loans made by such Swingline Lender pursuant to Section 2.06(a), which amounts shall be due and payable (whether at maturity or by acceleration) as set forth in this Agreement and in the Indenture for the Series 2018-1 Class A-1 Outstanding Principal Amount.
(d) In accordance with, and without limitation of, Section 2.03(a), the Issuer agrees to cause requests for Borrowings to be made at least one time per month, for each month any Swingline Loans are outstanding for at least ten (10) Business Days during such month, if any Swingline Loans are outstanding, in amounts at least sufficient to repay in full all Swingline Loans outstanding on the date of the applicable request. In accordance with Section 3.01(c), outstanding Swingline Loans shall bear interest at the Base Rate.
(e) If prior to the time Advances would have otherwise been made pursuant to Section 2.06(d), an Event of Bankruptcy shall have occurred and be continuing with respect to the Issuer or any Guarantor or if for any other reason, as determined by the Swingline Lender in its sole and absolute discretion, Advances will not be made as contemplated by Section 2.06(d), and each Committed Note Purchaser shall, on the date such Advances were to have been made pursuant to the notice referred to in Section 2.06(d), purchase for cash an undivided participating interest in the then-outstanding Swingline Loans by paying to the Swingline Lender an amount (the “Swingline Participation Amount”) equal to (i) its Committed Note Purchaser Percentage multiplied by (ii) the related Investor Group’s Commitment Percentage multiplied by (iii) the aggregate principal amount of Swingline Loans then outstanding that was to have been repaid with such Advances.
(f) Whenever, at any time after the Swingline Lender has received from any Investor such Investor’s Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will distribute to such Investor its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Investor’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Investor’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline LoanLoans then due); provided, however, that in the event that such payment received by the Swingline Lender is required to be returned, such Investor will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender.
(g) Each applicable Investor’s obligation to make the Advances referred to in Section 2.06(d) and each Committed Note Purchaser’s obligation to purchase participating interests pursuant to Section 2.06(e) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Investor, Committed Note Purchaser or the Issuer may have against the Swingline Lender, the Issuer or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article VII other than at the time the related Swingline Loan was made; (iii) any adverse change in the condition (financial or otherwise) of the Issuer; (iv) any breach of this Agreement or any other Indenture Document by the Issuer or any other Person; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
(h) The Issuer may, upon at least three (3) Business Days’ notice to the Administrative Agent and the Swingline Lender, effect a permanent reduction in the Swingline Commitment; provided that any such reduction will be limited to the undrawn portion of the Swingline Commitment. If requested by the Issuer in writing and with the prior written consent of the Swingline Lender and the Administrative Agent, the Swingline Lender may (but shall not be obligated to) increase the amount of the Swingline Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Available Revolving Commitments would be less than zero. During the Revolving Commitment PeriodOutstanding Series 2018-1 Class A-1 Note Advances, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans onlyL/C Commitment does not exceed the aggregate amount of the Commitments.
(bi) The Borrower or relevant Subsidiary Borrower Issuer may, upon notice to the Swingline Lender (who shall repay to promptly notify the Administrative Agent for and the account Trustee thereof in writing), at any time and from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that (x) such notice must be received by the Swingline Lender not later than 1:00 p.m. (New York City time) on the date of the Swingline Lenders the then unpaid prepayment, (y) any such prepayment shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or in each Swingline Loan on case such other amount as agreed to by the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowedAdministrative Agent) or, if less, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans entire principal amount thereof then outstanding and (z) if the proceeds source of any funds for such borrowing of Revolving Loans prepayment is not a Borrowing, there shall be applied by no unreimbursed Debt Service Advance, Collateral Protection Advance or Manager Advance (or interest thereon) at such time. Each such notice shall specify the Administrative Agent date and amount of such prepayment. If such notice is given, the Issuer shall make such prepayment directly to repay any the Swingline Loans outstandingLender and the payment amount specified in such notice shall be due and payable on the date specified therein.
Appears in 1 contract
Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during on and after the Effective Date and until the earlier of the Maturity Date and the termination of the Revolving Commitment Period Commitments by making swing line loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Credit Loans, may exceed the Swingline Commitment then in effect, ) and (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount Revolving Credit Exposure would exceed the Total Revolving Commitment. On and after the Effective Date and until the earlier of the Available Revolving Commitments would be less than zero. During Maturity Date and the termination of the Revolving Commitment PeriodCommitments, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.
(b) The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Credit Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.
Appears in 1 contract
Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally agrees to make available a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line swingline loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans hereunder, may exceed the Swingline Commitment then in effect, ) and (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, if (a) after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zerozero or (b) the conditions set forth in Section 5.3 are not satisfied. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.
(b) The Borrower or relevant Subsidiary Borrower shall repay all outstanding Swingline Loans on each Revolving Termination Date.
(c) Notwithstanding anything to the Administrative Agent for the account of contrary contained in this Section 2.7, the Swingline Lenders the then unpaid principal amount of each Lender shall not be obligated to make any Swingline Loan on at a time when any other Revolving Lender is a Defaulting Lender, unless the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, Lender has entered into arrangements with the Borrower or relevant Subsidiary Borrower shall repay all such Defaulting Lender which are satisfactory to the Swingline Loans then outstanding and Lender to eliminate the proceeds of Swingline Lender’s Fronting Exposure (after giving effect to Section 2.27(c)) with respect to any such borrowing Defaulting Lender, including the delivery of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstandingCash Collateral.
Appears in 1 contract
Samples: Credit Agreement (Tw Telecom Inc.)
Swingline Commitment. (a) Subject to the terms and conditions hereof, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“"Swingline Loans”") in Dollars to the Borrower and any Subsidiary Borrower; provided that (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such Swingline Lender’s the Swingline Commitment of such Lender then in effect, (ii) the outstanding aggregate principal amount of such Swingline Lender’s Revolving Extensions of Credit Loans outstanding at any time shall not exceed the amount of such Total Swingline Lender’s Commitments then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lenders' other outstanding Revolving Commitment Loans, may exceed the Total Swingline Commitments then in effect) and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a no Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.
(b) The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the each Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made by such Lender on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is madeDate; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.
Appears in 1 contract
Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect), (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zerozero and (iii) the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans denominated in Dollars only.
(b) The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (MPT Operating Partnership, L.P.)
Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower Company and any Subsidiary Borrower the Borrowing Subsidiaries under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line swingline loans denominated in Dollars (“Swingline Loans”) in Dollars to the Borrower and Company or any Subsidiary BorrowerBorrowing Subsidiary; provided that (i) the Borrowers shall not request and the Swingline Lender shall not make any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate principal amount of Swingline Loans made by such would exceed the Swingline Lender Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time shall not exceed such time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect, ) and (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower Borrowers shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower Company and any each Borrowing Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.
(b) The Borrower or relevant Subsidiary applicable Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to it on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.
Appears in 1 contract
Samples: Credit Agreement (First Solar, Inc.)
Swingline Commitment. (a) Subject to the terms and conditions hereofof this Agreement, each Swingline Lender severally agrees to make a portion of the credit otherwise available Swingline Advances to the Borrower and any Subsidiary Borrower under the Revolving Commitments Borrowers in Dollars from time to time during from the date of this Agreement through the Revolving Commitment Period by making swing line loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary BorrowerCredit Termination Date; provided provided, that (i) the aggregate principal amount of all outstanding Swingline Loans made by such Swingline Lender outstanding at Advances (after giving effect to any time amount requested), shall not exceed such Swingline Lender’s Swingline the lesser of (i) the Revolving Commitment then in effect, less the sum of all outstanding Advances under the Revolving Credit Facility and the Facility Letter of Credit Exposure and the Facility FX Exposure (and limited at all times to the Borrowing Base) and (ii) the outstanding principal amount of such Swingline Commitment. Swingline Advances shall be refunded by the Revolving Lenders on demand by Swingline Lender’s . Such refundings shall be made by the Revolving Extensions Lenders in accordance with their respective Commitment Percentages and shall thereafter be reflected as Advances under the Revolving Credit Facility of Credit the Revolving Lenders on the books and records of the Administrative Agent. Each Revolving Lender shall not exceed fund its respective Commitment Percentage of Advances as required to repay Swingline Advances outstanding to the Swingline Lender upon demand by the Swingline Lender but in no event later than 2:00 p.m. (Dallas time) on the next succeeding Business Day after such demand is made. No Revolving Lender's obligation to fund its respective Commitment Percentage of a Swingline Advance shall be affected by any other Revolving Lender's failure to fund its Commitment Percentage of a Swingline Advance, nor shall any Revolving Lender's Percentage be increased as a result of any such failure of any other Revolving Lender to fund its Commitment Percentage.
(b) Borrowers shall pay to Swingline Lender on demand the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a Swingline Lender shall not make, any Swingline Loan if, after giving effect Advances to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During extent amounts received from the Revolving Commitment Period, Lenders are not sufficient to repay in full the Borrower outstanding Swingline Advances requested or required to be refunded.
(c) Each Revolving Lender acknowledges and any Subsidiary Borrower may use the agrees that its obligation to refund Swingline Commitment by borrowing, repaying and reborrowing, all Advances in accordance with the terms of this Section 2.1.4 is absolute and conditions hereof. unconditional and shall not be affected by any circumstance whatsoever (including, without limitation, repayment of such Swingline Loans shall be ABR Loans only.
(b) The Borrower or relevant Subsidiary Borrower shall repay Advances by Borrowers pursuant to the Administrative Agent for above paragraph if the account same is required to be refunded to Borrowers by Swingline Lender; provided, that if prior to the refunding of any outstanding Swingline Advance pursuant to this Section 2.1.4, one of the events described in Section 8.1.6 or 8.1.7 shall have occurred, each Revolving Lender will, on the date the applicable Advance under the Revolving Credit Facility would have been made, purchase an undivided participating interest in the Swingline Lenders Advance to be refunded in an amount equal to its Commitment Percentage of the then unpaid principal aggregate amount of each Swingline Loan on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is Advance). Each Revolving Lender will immediately transfer to the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowedLender, in immediately available funds, the Borrower or relevant Subsidiary Borrower shall repay all amount of its participation, and upon receipt thereof the Swingline Loans then outstanding Lender will deliver to such Revolving Lender a certificate evidencing such participation dated the date of receipt of such funds and the proceeds of any for such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstandingamount.
Appears in 1 contract
Samples: Credit Agreement (Amresco Inc)
Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Parent Borrower under the Revolving Credit Commitments from time to time during the Revolving Credit Commitment Period by making swing line loans (“Swingline Loans”) in Dollars to the Parent Borrower and any Subsidiary Borrowerin Dollars; provided that (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Credit Loans, may exceed the Swingline Commitment then in effect, ) and (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Parent Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Credit Commitments would be less than zero. During the Revolving Credit Commitment Period, the Borrower and any Subsidiary Parent Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be (i) ABR Loans onlyor (ii) subject to an interest rate set by the Swingline Lender on an as offered basis, such interest rate in no event to be higher than the Alternate Base Rate plus the Applicable Margin for ABR Loans in effect on the date of the applicable Swingline Loans are made.
(b) The Borrower or relevant Subsidiary Parent Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Credit Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Credit Loan is borrowed, the Borrower or relevant Subsidiary Parent Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.
Appears in 1 contract
Samples: Credit Agreement (Conmed Corp)
Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally agrees agrees, in reliance upon the agreements of the other Lenders set forth in Section 2.5, to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period for any Revolving Commitments by making swing line swingline loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that (ia) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans hereunder, may exceed the Swingline Commitment then in effect, (ii) and the outstanding principal aggregate amount of such Swingline Lender’s Revolving Extensions Loans made by Bank of Credit America, N.A. shall not exceed the amount of such Swingline Lender’s Revolving Commitment and of Bank of America, N.A. unless otherwise agreed by Bank of America, N.A. in its sole discretion), (iiib) the Borrower or the relevant Subsidiary Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zerozero and (c) the Swingline Lender shall be under no obligation to make any Swingline Loan at any time that any Revolving Lender is a Defaulting Lender unless the Swingline Lender has entered into arrangements, including, if requested, the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate such Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.21(a)(iii)) with respect to the Defaulting Lender arising from either the Swingline Loan to be made and all other Swingline Loans as to which such Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. During the Revolving Commitment PeriodPeriod for any Revolving Commitments, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.
(b) The Borrower or relevant Subsidiary Borrower shall repay to . On the Administrative Agent for the account of the Swingline Lenders the then unpaid principal amount of Amendment No. 2 Effective Date, each Original Swingline Loan on the earlier of the Revolving Termination Date and the first date after such shall continue to be outstanding under this Agreement as a Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstandingLoan.
Appears in 1 contract
Samples: Credit Agreement (Charter Communications, Inc. /Mo/)
Swingline Commitment. (a) Subject to the terms and conditions hereof, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during until the Revolving Commitment Period Termination Date by making swing line loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that no Swingline Lender shall be obligated to fund any Swingline Loan which would result in (i) the aggregate principal amount of outstanding Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such exceeding its Swingline Lender’s Swingline Commitment then in effectCommitment, (ii) the outstanding principal amount (A) sum of (1) such Swingline Lender’s Revolving Extensions Pro Rata Share of Credit shall not exceed the amount of outstanding L/C Obligations plus (2) such Swingline Lender’s Revolving Commitment Pro Rata Share of outstanding Advances (without regard to Swingline Loans) plus (3)(x) such Swingline Lender’s Pro Rata Share of outstanding Swingline Loans made by any Swingline Lender other than it and (y) outstanding Swingline Loans made by such Swingline Lender less (B) outstanding Swingline Loans, if any, being repaid with the proceeds of a Borrowing exceeding its Credit Exposure, or (iii) the Borrower or sum of the relevant Subsidiary Borrower shall not requestTotal Facility Advances exceeding the Total Facility Commitment; provided, and a further that no Swingline Lender shall not make, be obligated to fund any Swingline Loan if, after giving effect to refinance an outstanding Swingline Loan. Prior to the making of such Swingline LoanTermination Date, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying (in whole or part) and reborrowing, all in accordance with the terms and conditions hereof. The Borrower may prepay Swingline Loans shall at any time upon notice to the applicable Swingline Lender by 12:00 Noon on the day of the proposed prepayment stating the proposed date and aggregate principal amount to be ABR Loans onlyprepaid.
(b) The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the applicable Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made by such Swingline Lender on the earlier of (i) the Revolving Termination Date and (ii) the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two fifth Business Days Day after such Swingline Loan is made; provided that on each date that a Revolving Loan an Advance is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and outstanding. The unpaid principal amount of each Swingline Loan shall bear interest at the proceeds per annum rate equal to the Swingline Rate in effect from time to time plus the Applicable Margin for Eurodollar Advances.
(c) The obligation of any such borrowing of Revolving Loans shall be applied by the Administrative Agent each Swingline Lender to repay any make Swingline Loans outstandingto the Borrower is subject to the same conditions precedent for the making of Advances under Section 3.2, other than compliance with Section 2.2(a), as referred to in said Section 3.2.
Appears in 1 contract
Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the North American Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans in Dollars or Canadian Dollars (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding North American Revolving Loans, may exceed the Swingline Commitment then in effect), (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available North American Revolving Commitments would be less than zerozero and (iii) a Swingline Lender shall not be required to refinance an outstanding Swingline Loan. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof, and loans made to the Borrower to finance overdrafts that may be caused as a result of the operation of the Centralized Banking Agreement shall, at the election of the Borrower, be deemed to be Swingline Loans (the “Centralized Swingline Loans”). Swingline Loans denominated in Dollars shall be ABR Loans only, and Swingline Loans denominated in Canadian Dollars shall be Canadian Prime Rate Loans only.
(b) The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last tenth day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.
Appears in 1 contract
Swingline Commitment. (a) Subject to the terms and conditions hereof, each -------------------- the Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower Borrowers under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“"Swingline Loans”") in --------------- Dollars to the Borrower and any Subsidiary BorrowerBorrowers; provided that (i) the aggregate principal amount of -------- Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s 's other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect, ) and (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower Borrowers shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. All Swingline Loans shall be ABR Loans onlybear interest at a rate per annum equal to the Federal Funds Rate plus the Applicable Margin for Eurocurrency Loans.
(b) The Borrower or relevant Subsidiary A Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is -------- borrowed, the Borrower or relevant Subsidiary such Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.
Appears in 1 contract
Swingline Commitment. (a) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Master Issuer shall issue and shall cause the Trustee to authenticate the Series 2015-1 Class A-1 Swingline Note, which the Master Issuer shall deliver to the Swingline Lender on the Closing Date. Such Series 2015-1 Class A-1 Swingline Note shall be dated the Closing Date, shall be registered in the name of the Swingline Lender or its nominee, or in such other name as the Swingline Lender may request, shall have a maximum principal amount equal to the Swingline Commitment, shall have an initial outstanding principal amount equal to the Series 2015-1 Class A-1 Initial Swingline Principal Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Subject to the terms and conditions hereof, each the Swingline Lender severally Lender, in reliance on the agreements of the Committed Note Purchasers set forth in this Section 2.06, agrees to make swingline loans (each, a portion of “Swingline Loan” or a “Series 2015-1 Class A-1 Swingline Loan” and, collectively, the credit otherwise available “Swingline Loans” or the “Series 2015-1 Class A-1 Swingline Loans”) to the Borrower and any Subsidiary Borrower under the Revolving Commitments Master Issuer from time to time during the Revolving Commitment Period by making swing line loans period commencing on the Closing Date and ending on the date that is two (“Swingline Loans”2) in Dollars Business Days prior to the Borrower and any Subsidiary BorrowerCommitment Termination Date; provided that the Swingline Lender shall have no obligation or right to make any Swingline Loan if, after giving effect thereto, (i) the aggregate principal amount of Swingline Loans made by such outstanding would exceed the Swingline Lender Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time shall not exceed such time, when aggregated with the Swingline Lender’s other outstanding Advances hereunder, may exceed the Swingline Commitment then in effect, ) or (ii) the Series 2015-1 Class A-1 Outstanding Principal Amount would exceed the Series 2015-1 Class A-1 Maximum Principal Amount. Each such borrowing of a Swingline Loan will constitute a Subfacility Increase in the outstanding principal amount of evidenced by the Series 2015-1 Class A-1 Swingline Note in an amount corresponding to such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a Swingline Lender shall not make, any Swingline Loan if, after giving effect borrowing. Subject to the making terms of such Swingline Loanthis Agreement and the Series 2015-1 Supplement, the aggregate outstanding principal amount evidenced by the Series 2015-1 Class A-1 Swingline Note may be increased by borrowings of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans onlyor decreased by payments of principal thereon from time to time.
(b) The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.
Appears in 1 contract
Samples: Note Purchase Agreement (Dunkin' Brands Group, Inc.)
Swingline Commitment. (a) Subject to the terms and conditions hereofand relying upon the representations and warranties herein set forth, each the Swingline Lender severally agrees to make a portion of the credit otherwise available loans to the Borrower at any time and any Subsidiary Borrower under the Revolving Commitments from time to time during on and after the Effective Date and until the earlier of the Maturity Date and the termination of the Revolving Commitment Period by making swing line loans (“Swingline Loans”) Credit Commitments in Dollars to accordance with the Borrower and terms hereof, in an aggregate principal amount at any Subsidiary Borrower; provided time outstanding that will not result in (i) the aggregate principal amount of all Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such Swingline Lender’s Swingline Commitment then in effect, exceeding $20,000,000 or (ii) the outstanding principal amount of such Swingline Lender’s Aggregate Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a Swingline Lender shall not make, any Swingline Loan ifExposure, after giving effect to the making of such any Swingline Loan, exceeding the aggregate Total Revolving Credit Commitment; provided that the Swingline Lender shall not make a Swingline Loan to refinance an outstanding Swingline Loan. Each Swingline Loan shall be in a principal amount that is an integral multiple of $500,000. Within the Available Revolving Commitments would be less than zero. During the Revolving Commitment Periodforegoing limits, the Borrower may borrow, pay or prepay and any Subsidiary Borrower may use reborrow Swingline Loans hereunder, subject to the terms, conditions and limitations set forth herein. Notwithstanding anything to the contrary contained in this Section 2.03 or elsewhere in this Agreement, (i) the Swingline Commitment by borrowing, repaying Lender shall not be obligated to make any Swingline Loan at a time when a Lender is a Defaulting Lender unless the Swingline Lender has entered into arrangements satisfactory to it and reborrowing, all in accordance the Borrower to eliminate the Swingline Lender’s risk with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.
(b) The Borrower or relevant Subsidiary Borrower shall repay respect to the Administrative Agent for the account Defaulting Lender’s or Defaulting Lenders’ participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s or Defaulting Lenders’ Pro Rata Percentage of the outstanding Swingline Lenders the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowedLoans, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.and
Appears in 1 contract
Samples: Credit Agreement (Alpharma Inc)
Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower Company and any Subsidiary Borrower the Borrowing Subsidiaries under the Revolving Commitments from time to time during the Tranche A Revolving Commitment Period by making swing line swingline loans denominated in Dollars (“Swingline Loans”) in Dollars to the Borrower and Company or any Subsidiary BorrowerBorrowing Subsidiary; provided that (i) the Borrowers shall not request and the Swingline Lender shall not make any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate principal amount of Swingline Loans made by such would exceed the Swingline Lender Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time shall not exceed such time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect, ) and (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower Borrowers shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Tranche A Revolving Commitment Period, the Borrower Company and any each Borrowing Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.
(b) The Borrower or relevant Subsidiary applicable Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made to it on the earlier of the Tranche A Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.
Appears in 1 contract
Samples: Credit Agreement (First Solar, Inc.)
Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary US Borrower under the US Borrower Revolving Commitments from time to time during the US Borrower Revolving Commitment Period by making swing line loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary US Borrower; provided that (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding US Borrower Revolving Loans, may exceed the Swingline Commitment then in effect, ) and (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary US Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, (x) the aggregate amount of the Available US Borrower Revolving Commitments of the Lenders would be less than zerozero or (y) the aggregate amount of the US Borrower Revolving Extensions of Credit of the Lenders then outstanding would exceed the US Borrower Borrowing Base. During the US Borrower Revolving Commitment Period, the Borrower and any Subsidiary US Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.
(b) The Borrower or relevant Subsidiary US Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstandingDate.
Appears in 1 contract
Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary US Borrower under the US Borrower Revolving Commitments from time to time during the US Borrower Extended Revolving Commitment Period by making swing line swingline loans denominated in Dollars (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary US Borrower; provided that (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding US Borrower Revolving Extensions of Credit, may exceed the Swingline Commitment then in effect, ) and (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary US Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, (x) the aggregate amount of the Available US Borrower Revolving Commitments of the Lenders would be less than zerozero or (y) the aggregate amount of the US Borrower Revolving Extensions of Credit of the Lenders then outstanding would exceed the US Borrower Borrowing Base. During the US Borrower Extended Revolving Commitment Period, the Borrower and any Subsidiary US Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.
(b) The Borrower or relevant Subsidiary US Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Extended Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstandingDate.
Appears in 1 contract
Swingline Commitment. (a) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall cause the Trustee to authenticate the Series 2022-1 Class A-1 Swingline Note, which the Co-Issuers shall deliver to the Swingline Lender on the Series 2022-1 Closing Date. Such Series 2022-1 Class A-1 Swingline Note shall be dated the Series 2022-1 Closing Date, shall be registered in the name of the Swingline Lender or its nominee, or in such other name as the Swingline Lender may request, shall have a maximum principal amount equal to the Swingline Commitment, shall have an initial outstanding principal amount equal to the Series 2022-1 Class A-1 Initial Swingline Principal Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Subject to the terms and conditions hereof, each the Swingline Lender severally Lender, in reliance on the agreements of the Committed Note Purchasers set forth in this Section 2.06, agrees to make swingline loans (each, a portion of “Swingline Loan” and, collectively, the credit otherwise available “Swingline Loans”) to the Borrower and any Subsidiary Borrower under the Revolving Commitments Co-Issuers from time to time during the Revolving Commitment Period by making swing line loans period commencing on the Series 2022-1 Closing Date and ending on the date that is two (“Swingline Loans”2) in Dollars Business Days prior to the Borrower and any Subsidiary BorrowerCommitment Termination Date; provided that the Swingline Lender shall have no obligation or right to make any Swingline Loan if, after giving effect thereto, (i) the aggregate principal amount of Swingline Loans made by such outstanding would exceed the Swingline Lender Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time shall not exceed such time, when aggregated with the Swingline Lender’s other outstanding Advances hereunder, may exceed the Swingline Commitment then in effect) or (ii) the Series 2022-1 Class A-1 Outstanding Principal Amount would exceed the Series 2022-1 Class A-1 Notes Maximum Principal Amount. Each such borrowing of a Swingline Loan will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2022-1 Class A-1 Swingline Note in an amount corresponding to such borrowing. Subject to the terms of this Agreement and the Series 2022-1 Supplement, the outstanding principal amount evidenced by the Series 2022-1 Class A-1 Swingline Note may be increased by borrowings of Swingline Loans or decreased by payments of principal thereon from time to time.
(b) Whenever the Co-Issuers desire that the Swingline Lender make Swingline Loans, the Co-Issuers shall (or shall cause the Manager on their behalf to) give the Swingline Lender and the Administrative Agent irrevocable notice in writing not later than 11:00 a.m. (New York City time) on the proposed borrowing date, specifying (i) the amount to be borrowed, (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit requested borrowing date (which shall be a Business Day during the Commitment Term not exceed later than the amount of such Swingline Lender’s Revolving date that is two (2) Business Days prior to the Commitment Termination Date) and (iii) the Borrower or payment instructions for the relevant Subsidiary Borrower proceeds of such borrowing (which shall not requestbe consistent with the terms and provisions of this Agreement and the Indenture and which proceeds shall be made available to the Co-Issuers). Such notice shall be in the form attached hereto as Exhibit A-2 hereto (a “Swingline Loan Request”). Promptly upon receipt of any Swingline Loan Request (but in no event later than 2:00 p.m. (New York City time) on the date of such receipt), and a the Swingline Lender shall not make, promptly notify the Control Party and the Trustee thereof in writing. Each borrowing under the Swingline Commitment shall be in a minimum amount equal to $100,000. Promptly upon receipt of any Swingline Loan ifRequest (but in no event later than 2:00 p.m. (New York City time) on the date of such receipt), the Administrative Agent (based, with respect to any portion of the Series 2022-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) will inform the Swingline Lender whether or not, after giving effect to the making of such requested Swingline Loan, the aggregate amount of Series 2022-1 Class A-1 Outstanding Principal Amount would exceed the Available Revolving Commitments Series 2022-1 Class A-1 Notes Maximum Principal Amount. If the Administrative Agent confirms that the Series 2022-1 Class A-1 Outstanding Principal Amount would be less not exceed the Series 2022-1 Class A-1 Notes Maximum Principal Amount after giving effect to the requested Swingline Loan, then not later than zero. During 3:00 p.m. (New York City time) on the Revolving Commitment Periodborrowing date specified in the Swingline Loan Request, subject to the other conditions set forth herein and in the Series 2022-1 Supplement, the Borrower and any Subsidiary Borrower may use Swingline Lender shall make available to the Swingline Commitment by borrowing, repaying and reborrowing, all Co-Issuers in accordance with the terms payment instructions set forth in such notice an amount in immediately available funds equal to the amount of the requested Swingline Loan.
(c) The Co-Issuers hereby agree that each Swingline Loan made by the Swingline Lender to the Co-Issuers pursuant to Section 2.06(a) shall constitute the promise and conditions hereofobligation of the Co-Issuers to pay to the Swingline Lender the aggregate unpaid principal amount of all Swingline Loans made by such Swingline Lender pursuant to Section 2.06(a), which amounts shall be due and payable (whether at maturity or by acceleration) as set forth in this Agreement and in the Indenture for the Series 2022-1 Class A-1 Outstanding Principal Amount.
(d) In accordance with Section 2.03(a), the Co-Issuers agree to cause requests for Borrowings to be made at least one time per month, for each month any Swingline Loans are outstanding for at least ten (10) Business Days during such month, if any Swingline Loans are outstanding, in amounts at least sufficient to repay in full all Swingline Loans outstanding on the date of the applicable request. In accordance with Section 3.01(c), outstanding Swingline Loans shall be ABR Loans onlybear interest at the Base Rate.
(be) The Borrower or relevant Subsidiary Borrower shall repay If prior to the Administrative Agent time Advances would have otherwise been made pursuant to Section 2.06(d), an Event of Bankruptcy shall have occurred and be continuing with respect to any Co-Issuer or any Guarantor or if for any other reason, as determined by the Swingline Lender in its sole and absolute discretion, Advances will not be made as contemplated by Section 2.06(d), and each Committed Note Purchaser shall, on the date such Advances were to have been made pursuant to the notice referred to in Section 2.06(d), purchase for cash an undivided participating interest in the then-outstanding Swingline Loans by paying to the Swingline Lender an amount (the “Swingline Participation Amount”) equal to (i) its Committed Note Purchaser Percentage multiplied by (ii) the related Investor Group’s Commitment Percentage multiplied by (iii) the aggregate principal amount of Swingline Loans then outstanding that was to have been repaid with such Advances.
(f) Whenever, at any time after the Swingline Lender has received from any Investor such Investor’s Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Lenders the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowedLoans, the Borrower or relevant Subsidiary Borrower shall repay Swingline Lender will distribute to such Investor its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Investor’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Investor’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then outstanding due); provided, however, that in the event that such payment received by the Swingline Lender is required to be returned, such Investor will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender.
(g) Each applicable Investor’s obligation to make the Advances referred to in Section 2.06(d) and each Committed Note Purchaser’s obligation to purchase participating interests pursuant to Section 2.06(e) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Investor, Committed Note Purchaser or any Co-Issuer may have against the proceeds Swingline Lender, any Co-Issuer or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article VII other than at the time the related Swingline Loan was made; (iii) any adverse change in the condition (financial or otherwise) of any such borrowing Co-Issuer; (iv) any breach of Revolving Loans shall be applied this Agreement or any other Indenture Document by any Co-Issuer or any other Person; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the Administrative Agent to repay any Swingline Loans outstandingforegoing.
Appears in 1 contract
Swingline Commitment. (a) Subject to the terms and conditions hereofset forth herein, each the Swingline Lender severally agrees to make a portion Bank, in reliance upon the agreements of the credit otherwise available other Banks set forth in this section and in Section 2.7, shall make loans (each such loan, a “Swingline Loan”) to the Borrower and any Subsidiary Borrower under the Revolving Commitments Borrowers in Dollars from time to time on any Business Day during the Commitment Period in an aggregate amount not to exceed at any time outstanding the amount of the Swingline Committed Amount, notwithstanding the fact that such Swingline Loans, when aggregated with the Revolving Commitment Period by making swing line loans (“Percentage of the Outstanding Amount of Revolving Loans and LOC Obligations of the Bank acting as Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such Swingline Lender’s Swingline Commitment then in effectBank, (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not may exceed the amount of such Swingline LenderBank’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not requestCommitted Amount; provided, and a Swingline Lender shall not makehowever, any Swingline Loan if, that after giving effect to any Swingline Loan, (i) the total Outstanding Amount of Revolving Obligations shall not exceed the Aggregate Revolving Committed Amount, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Bank, plus such Bank’s Revolving Commitment Percentage of the Outstanding Amount of all LOC Obligations, plus such Bank’s Revolving Commitment Percentage of the Outstanding Amount of all Swingline Loans shall not exceed such Bank’s Revolving Commitment, and provided, further, that the Borrowers shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan. Within the foregoing limits, and subject to the other terms and conditions hereof, the Borrowers may borrow under this Section 2.1(b), prepay under Section 3.4, and reborrow under this Section 2.1(b). Immediately upon the making of a Swingline Loan, each Bank shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Bank a risk participation in such Swingline Loan in an amount equal to the product of such Bank’s Revolving Commitment Percentage times the amount of such Swingline Loan. The Borrowers must repay each Swingline Loan in full no later than thirty (30) days after such loan is made, which repayment may be made with a borrowing of Revolving Loans to the aggregate amount extent the conditions set forth in Section 5.2 have been satisfied. Swingline Loans hereunder may consist of the Available Revolving Commitments would be less than zero. During the Revolving Commitment PeriodBase Rate Loans or Daily LIBOR Swingline Loans (or a combination thereof), as the Borrower Representative may request, and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying be repaid and reborrowing, all reborrowed in accordance with the terms and conditions provisions hereof. Swingline Loans shall be ABR Loans only.
(b) The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.
Appears in 1 contract
Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally agrees agrees, in reliance upon the agreements of the other Lenders set forth in Section 2.5, to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period for any Revolving Commitments by making swing line swingline loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that (ia) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans hereunder, may exceed the Swingline Commitment then in effect, (ii) and the outstanding principal aggregate amount of such Swingline Lender’s Revolving Extensions Loans made by Bank of Credit America, N.A. shall not exceed the amount of such Swingline Lender’s Revolving Commitment and of Bank of America), (iiib) the Borrower or the relevant Subsidiary Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zerozero and (c) the Swingline Lender shall be under no obligation to make any Swingline Loan at any time that any Revolving Lender is a Defaulting Lender unless the Swingline Lender has entered into arrangements, including, if requested, the delivery of Cash Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate such Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.21(a)(iii)) with respect to the Defaulting Lender arising from either the Swingline Loan to be made and all other Swingline Loans as to which such Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. During the Revolving Commitment PeriodPeriod for any Revolving Commitments, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.
(b) The Borrower or relevant Subsidiary Borrower shall repay to . On the Administrative Agent for the account of the Swingline Lenders the then unpaid principal amount of Amendment No. 2 Effective Date, each Original Swingline Loan on the earlier of the Revolving Termination Date and the first date after such shall continue to be outstanding under this Agreement as a Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstandingLoan.
Appears in 1 contract
Samples: Credit Agreement (Charter Communications, Inc. /Mo/)
Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Lender’s Commitment then in effect (provided that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lenders’ other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect, ) and (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments under the Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. The Swingline Loans shall be ABR Loans only. The Swingline Lender shall not be obligated to make Swingline Loans if (A) it has elected not to do so after the occurrence and during the continuation of a Default or Event of Default or (B) any of the Lenders is a Defaulting Lender but, in the case of this clause (B) only to the extent that (i) the Swingline Commitments of such Defaulting Lender may not be reallocated pursuant to clause (a) of Section 2.26 or (ii) other arrangements satisfactory to it and Borrower to eliminate such Swingline Lender’s risk with respect to the Defaulting Lender’s participation in such Swingline Loan (including cash collateralization by the Borrower of such Defaulting Lender’s pro rata share of the outstanding Swingline Loans) have not been entered into.
(b) ii. The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstandingDate.
Appears in 1 contract
Swingline Commitment. (a) Subject to the terms and conditions hereof, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments Total Commitment at any time and from time to time during on or after the Revolving Closing Date and until the earlier of the Termination Date and the termination of the Swingline Commitment Period in accordance with the terms hereof by making swing line loans in Dollars (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s outstanding Revolving Loans, may exceed the Swingline Commitment then in effect), (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit Loans from any Swingline Lender shall not exceed at any time 50% of the amount of such Swingline Lender’s Revolving Commitment then in effect and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a Swingline Lender shall not make, any Swingline Loan Loans if, after giving effect to the making of such Swingline LoanLoans, the aggregate amount Aggregate Revolving Credit Exposure would exceed the Total Commitment. At any time and from time to time on or after the Closing Date, and until the earlier of the Available Revolving Commitments would be less than zero. During Termination Date and the Revolving termination of the Swingline Commitment Periodin accordance with the terms hereof, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.
(b) The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the applicable Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan of such Swingline Lender on the earlier earliest of (i) the Termination Date, (ii) the termination of the Revolving Termination Date Swingline Commitments in accordance with the terms hereof and (iii) the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two fifth (5th) Business Days Day after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.
Appears in 1 contract
Samples: Five Year Competitive Advance and Revolving Credit Agreement (Raytheon Co/)
Swingline Commitment. (a) Subject to the terms and conditions hereof, each from time to time during the Revolving Commitment Period, the Swingline Lender severally agrees to may at its sole discretion make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower Borrowers under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; Company provided that (i) the sum of (x) the Swingline Exposure of the Swingline Lender (in its capacity as Swingline Lender and a Revolving Lender), (y) the Dollar Equivalent of the aggregate principal amount of Swingline outstanding Revolving Loans made by such the Swingline Lender outstanding at any time (in its capacity as a Revolving Lender) and (z) the Dollar Equivalent of the L/C-B/A Exposure of the Swingline Lender (in its capacity as a Revolving Lender) shall not exceed such Swingline Lender’s Swingline its Revolving Commitment then in effect, (ii) the sum of the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit Loans shall not exceed the amount of such Swingline Lender’s Revolving Commitment and Commitment, (iii) the Borrower or the relevant Subsidiary applicable Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iv) Total Revolving Extensions of Credit to Foreign Borrowers shall not exceed the Foreign Borrower Sublimit. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower Company may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Base Rate Loans onlyonly denominated in Dollars.
(b) The Borrower or relevant Subsidiary Borrower Company shall repay to the Administrative Agent for the account of the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower Company shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.
Appears in 1 contract
Swingline Commitment. (a) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall cause the Trustee to authenticate the Series 2019-1 Class A-1 Swingline Note, which the Co-Issuers shall deliver to the Swingline Lender on the Series 2019-1 Closing Date. Such Series 2019-1 Class A-1 Swingline Note shall be dated the Series 2019-1 Closing Date, shall be registered in the name of the Swingline Lender or its nominee, or in such other name as the Swingline Lender may request, shall have a maximum principal amount equal to the Swingline Commitment, shall have an initial outstanding principal amount equal to the Series 2019-1 Class A-1 Initial Swingline Principal Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Subject to the terms and conditions hereof, each the Swingline Lender severally Lender, in reliance on the agreements of the Committed Note Purchasers set forth in this Section 2.06, agrees to make swingline loans (each, a portion of “Swingline Loan” and, collectively, the credit otherwise available “Swingline Loans”) to the Borrower and any Subsidiary Borrower under the Revolving Commitments Co-Issuers from time to time during the Revolving Commitment Period by making swing line loans period commencing on the Series 2019-1 Closing Date and ending on the date that is two (“Swingline Loans”2) in Dollars Business Days prior to the Borrower and any Subsidiary BorrowerCommitment Termination Date; provided that the Swingline Lender shall have no obligation or right to make any Swingline Loan if, after giving effect thereto, (i) the aggregate principal amount of Swingline Loans made by such outstanding would exceed the Swingline Lender Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time shall not exceed such time, when aggregated with the Swingline Lender’s other outstanding Advances hereunder, may exceed the Swingline Commitment then in effect) or (ii) the Series 2019-1 Class A-1 Outstanding Principal Amount would exceed the Series 2019-1 Class A-1 Notes Maximum Principal Amount. Each such borrowing of a Swingline Loan will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2019-1 Class A-1 Swingline Note in an amount corresponding to such borrowing. Subject to the terms of this Agreement and the Series 2019-1 Supplement, the outstanding principal amount evidenced by the Series 2019-1 Class A-1 Swingline Note may be increased by borrowings of Swingline Loans or decreased by payments of principal thereon from time to time.
(b) Whenever the Co-Issuers desire that the Swingline Lender make Swingline Loans, the Co-Issuers shall (or shall cause the Manager on their behalf to) give the Swingline Lender and the Administrative Agent irrevocable notice in writing not later than 11:00 a.m. (New York City time) on the proposed borrowing date, specifying (i) the amount to be borrowed, (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit requested borrowing date (which shall be a Business Day during the Commitment Term not exceed later than the amount of such Swingline Lender’s Revolving date that is two (2) Business Days prior to the Commitment Termination Date) and (iii) the Borrower or payment instructions for the relevant Subsidiary Borrower proceeds of such borrowing (which shall not requestbe consistent with the terms and provisions of this Agreement and the Indenture and which proceeds shall be made available to the Co-Issuers). Such notice shall be in the form attached hereto as Exhibit A-2 hereto (a “Swingline Loan Request”). Promptly upon receipt of any Swingline Loan Request (but in no event later than 2:00 p.m. (New York City time) on the date of such receipt), and a the Swingline Lender shall not make, promptly notify the Control Party and the Trustee thereof in writing. Each borrowing under the Swingline Commitment shall be in a minimum amount equal to $100,000. Promptly upon receipt of any Swingline Loan ifRequest (but in no event later than 2:00 p.m. (New York City time) on the date of such receipt), the Administrative Agent (based, with respect to any portion of the Series 2019-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) will inform the Swingline Lender whether or not, after giving effect to the making requested Swingline Loan, the Series 2019-1 Class A-1 Outstanding Principal Amount would exceed the Series 2019-1 Class A-1 Notes Maximum Principal Amount. If the Administrative Agent confirms that the Series 2019-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2019-1 Class A-1 Notes Maximum Principal Amount after giving effect to the requested Swingline Loan, then not later than 3:00 p.m. (New York City time) on the borrowing date specified in the Swingline Loan Request, subject to the other conditions set forth herein and in the Series 2019-1 Supplement, the Swingline Lender shall make available to the Co-Issuers in accordance with the payment instructions set forth in such notice an amount in immediately available funds equal to the amount of the requested Swingline Loan.
(c) The Co-Issuers hereby agree that each Swingline Loan made by the Swingline Lender to the Co-Issuers pursuant to Section 2.06(a) shall constitute the promise and obligation of the Co-Issuers to pay to the Swingline Lender the aggregate unpaid principal amount of all Swingline Loans made by such Swingline Lender pursuant to Section 2.06(a), which amounts shall be due and payable (whether at maturity or by acceleration) as set forth in this Agreement and in the Indenture for the Series 2019-1 Class A-1 Outstanding Principal Amount.
(d) In accordance with Section 2.03(a), the Co-Issuers agree to cause requests for Borrowings to be made at least one time per month, for each month any Swingline Loans are outstanding for at least ten (10) Business Days during such month, if any Swingline Loans are outstanding, in amounts at least sufficient to repay in full all Swingline Loans outstanding on the date of the applicable request. In accordance with Section 3.01(c), outstanding Swingline Loans shall bear interest at the Base Rate.
(e) If prior to the time Advances would have otherwise been made pursuant to Section 2.06(d), an Event of Bankruptcy shall have occurred and be continuing with respect to any Co-Issuer or any Guarantor or if for any other reason, as determined by the Swingline Lender in its sole and absolute discretion, Advances will not be made as contemplated by Section 2.06(d), and each Committed Note Purchaser shall, on the date such Advances were to have been made pursuant to the notice referred to in Section 2.06(d), purchase for cash an undivided participating interest in the then-outstanding Swingline Loans by paying to the Swingline Lender an amount (the “Swingline Participation Amount”) equal to (i) its Committed Note Purchaser Percentage multiplied by (ii) the related Investor Group’s Commitment Percentage multiplied by (iii) the aggregate principal amount of Swingline Loans then outstanding that was to have been repaid with such Advances.
(f) Whenever, at any time after the Swingline Lender has received from any Investor such Investor’s Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will distribute to such Investor its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Investor’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Investor’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline LoanLoans then due); provided, however, that in the event that such payment received by the Swingline Lender is required to be returned, such Investor will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender.
(g) Each applicable Investor’s obligation to make the Advances referred to in Section 2.06(d) and each Committed Note Purchaser’s obligation to purchase participating interests pursuant to Section 2.06(e) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Investor, Committed Note Purchaser or any Co-Issuer may have against the Swingline Lender, any Co-Issuer or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article VII other than at the time the related Swingline Loan was made; (iii) any adverse change in the condition (financial or otherwise) of any Co-Issuer; (iv) any breach of this Agreement or any other Indenture Document by any Co-Issuer or any other Person; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
(h) The Co-Issuers may, upon at least three (3) Business Days’ notice to the Administrative Agent and the Swingline Lender, effect a permanent reduction in the Swingline Commitment; provided that any such reduction will be limited to the undrawn portion of the Swingline Commitment. If requested by the Co-Issuers in writing and with the prior written consent of the Swingline Lender and the Administrative Agent, the Swingline Lender may (but shall not be obligated to) increase the amount of the Swingline Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Available Revolving Commitments would be less than zero. During the Revolving Commitment PeriodOutstanding Series 2019-1 Class A-1 Note Advances, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans onlyL/C Commitment does not exceed the aggregate amount of the Commitments.
(bi) The Borrower or relevant Subsidiary Borrower Co-Issuers may, upon notice to the Swingline Lender (who shall repay to promptly notify the Administrative Agent for and the account Trustee thereof in writing), at any time and from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that (x) such notice must be received by the Swingline Lender not later than 1:00 p.m. (New York City time) on the date of the Swingline Lenders the then unpaid prepayment, (y) any such prepayment shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or in each Swingline Loan on case such other amount as agreed to by the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowedAdministrative Agent) or, if less, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans entire principal amount thereof then outstanding and (z) if the proceeds source of any funds for such borrowing of Revolving Loans prepayment is not a Borrowing, there shall be applied by no unreimbursed Debt Service Advance, Collateral Protection Advance or Manager Advance (or interest thereon) at such time. Each such notice shall specify the Administrative Agent date and amount of such prepayment. If such notice is given, the Co-Issuers shall make such prepayment directly to repay any the Swingline Loans outstandingLender and the payment amount specified in such notice shall be due and payable on the date specified therein.
Appears in 1 contract
Samples: Class a 1 Note Purchase Agreement (Dine Brands Global, Inc.)
Swingline Commitment. (a) The Administrative Agent, Swingline Lender and Lenders agree that in order to facilitate the administration of this Agreement and the other Loan Documents, the Borrower may request the Swingline Lender to fund on behalf of the Lenders any Base Rate Loan requested by the Borrower, by advancing the amount requested in same day funds on the applicable Borrowing Date for account of the Borrower to the Administrative Agent (each such Loan made solely by the Swingline Lender pursuant to this Section 2.3, a “Swingline Loan”), with settlement among the Lenders as to the Swingline Loans to take place on a periodic basis as set forth in Section 2.4(b). Each Swingline Loan shall be subject to all the terms and conditions applicable to other Base Rate Loans funded by the Lenders, except that all payments thereon shall be payable to the Swingline Lender solely for its own account. Subject to the terms and conditions hereof, each the Swingline Lender severally agrees to make a portion of the credit otherwise available Swingline Loans up to an aggregate outstanding amount that shall not at any time exceed $10,000,000. The Swingline Lender shall not make any Swingline Loan to the Borrower and any Subsidiary Borrower under extent the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“requested Swingline Loans”) in Dollars Loan, when added to the Borrower and any Subsidiary Borrower; provided that aggregate Revolving Extensions of Credit then outstanding, would exceed the lesser of (i) the aggregate principal amount certified by the Borrower, in the Borrowing Base Certificate then most recently delivered to the Administrative Agent, as constituting the amount of Swingline Loans made by such Swingline Lender outstanding at the Borrowing Base (adjusted to give effect to any time shall not exceed such Swingline Lender’s Swingline Commitment then changes in effect, Reserves that thereafter became effective) and (ii) the outstanding principal amount of such Swingline Lender’s aggregate Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zeroCommitments. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. All Swingline Loans shall be ABR Loans onlyBase Rate Loans.
(b) The Borrower Each borrowing of Swingline Loans shall be in an amount equal to $200,000 or relevant Subsidiary Borrower a whole multiple of $100,000 in excess thereof. Not later than 3:00 P.M., New York City time, on the Borrowing Date specified in a notice in respect of Swingline Loans, the Swingline Lender shall repay make available to the Administrative Agent for at the Funding Office an amount in immediately available funds equal to the amount of the Swingline Loan to be made by the Swingline Lender. The Administrative Agent shall make the proceeds of such Swingline Loan available to the Borrower on such Borrowing Date by depositing such proceeds in the account of the Swingline Lenders the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by with the Administrative Agent to repay any Swingline Loans outstandingon such Borrowing Date in immediately available funds.
Appears in 1 contract
Swingline Commitment. (a) Subject to the terms and conditions hereof, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“"Swingline Loans”") in Dollars to the Borrower and any Subsidiary Borrower; provided that (i) the aggregate principal amount of Swingline Loans made by of such Swingline Lender outstanding at any time shall not exceed the Swingline Commitment of such Swingline Lender then in effect (notwithstanding that the Swingline Loans of such Swingline Lender outstanding at any time, when aggregated with such Swingline Lender’s 's other outstanding Revolving Loans, may exceed the Swingline Commitment of such Swingline Lender then in effect), (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a Swingline Lender shall not make, request any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zerozero and (iii) the Borrower shall not request any Swingline Loan if, after giving effect to the making of such Swingline Loan, the Aggregate Extensions of Credit would exceed the Borrowing Base. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may use the Swingline Commitment Commitments by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.
(b) The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the each Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan on no later than the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two five Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.
Appears in 1 contract
Samples: Credit Agreement (Delphi Corp)
Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally Lender, in reliance upon the agreements of the other Revolving Lenders set forth herein, agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower Borrowers under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line swingline loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary BorrowerBorrowers; provided that (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect, ) and (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary no Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower Borrowers may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans or Daily Floating Rate Loans only.. CHAR1\1969725v1CHAR1\1969725v3
(ba) The Borrower or relevant Subsidiary Borrower Borrowers shall repay to the Administrative Agent for the account of the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan on the earlier of (i) the Revolving Termination Date and (i) the first date occurring ten days after such Swingline Loan is made that is (which payment may be made if the 15th Borrowers so elect by the borrowing of Revolving Loans and the simultaneous application of all or last day a portion of a calendar month and is at least two Business Days after such Swingline Loan is madethe proceeds thereof); provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower Borrowers shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.
Appears in 1 contract
Swingline Commitment. (a) Subject to the terms and conditions hereof, each Swingline Lender severally of any Class agrees to make a portion of the credit otherwise available to the Borrower Company and any Domestic Subsidiary Borrower under the Domestic Revolving Commitments of such Class from time to time during the applicable Revolving Commitment Period by making swing line loans (“Swingline Loans”) in Dollars to the Borrower Company and any Domestic Subsidiary Borrower; provided that (i) the aggregate principal amount of Swingline Loans of any Class made by such Swingline Lender outstanding at any time shall not exceed the Swingline Commitment of such Class of such Swingline Lender then in effect (notwithstanding that the Swingline Loans of the applicable Class outstanding at any time, when aggregated with any Swingline Lender’s other outstanding Domestic Revolving Loans of such Class, may exceed such Lender’s Swingline Commitment of such Class then in effect), (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower Company or the relevant Subsidiary Borrower shall not request, and a Swingline Lender shall not make, request any Swingline Loan of any Class if, after giving effect to the making of such Swingline LoanLoan and the use of proceeds thereof, the aggregate amount of the Available Domestic Revolving Commitments of such Class would be less than zerozero and (iii) after giving effect to such borrowing and the use of proceeds thereof, (A) the Outstanding Amount of Borrowing Base Debt shall not exceed the Borrowing Base at such time, (B) the Total Revolving Extensions of Credit shall not exceed the Total Revolving Commitments at such time, (C) on and after December 3, 2009, (1) the Total 2011 Revolving Extensions of Credit shall not exceed the Total 2011 Revolving Commitments then in effect and (2) the Total 2013 Revolving Extensions of Credit shall not exceed the Total 2013 Revolving Commitments then in effect and (D) the Outstanding Amount of all Swingline Loans shall not exceed the Swingline Sublimit. During the Revolving Commitment PeriodPeriod in respect of any Class, the Borrower Company and any Domestic Subsidiary Borrower may use the Swingline Commitment in respect of such Class by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.
(b) The Borrower Swingline Loans may from time to time be (i) ABR Loans, (ii) Money Market Rate Loans or (iii) a combination thereof, as determined by the Company and notified to and, in the case of any Money Market Rate Loan, consented to by the relevant Swingline Lender in accordance herewith.
(c) The Company or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the relevant Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan advanced by such Swingline Lender on the earlier earliest of (i) the date that is ten Business Days after the date of such advance, (ii) the applicable Revolving Termination Date then in effect and (iii) the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstandingInterest Payment Date with respect thereto.
Appears in 1 contract
Samples: Credit Agreement (Ford Motor Co)
Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Credit Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Credit Loans, may exceed the Swingline Commitment then in effect, ) and (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Credit Commitments of the Swingline Lender would be less than zero. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.
(b) . The Borrower or relevant Subsidiary Borrower Swingline Lender shall repay not be obligated to make any Swingline Loans if any Lender is at that time a Defaulting Lender, unless the Swingline Lender has entered into arrangements, including the delivery of Cash Collateral, reasonably satisfactory to the Administrative Agent for the account of the Swingline Lenders the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, Lender with the Borrower or relevant Subsidiary Borrower shall repay all such Lender to eliminate the Swingline Loans Lender’s actual or potential Fronting Exposure (after giving effect to subsection 2.22(a)(iv)) with respect to the Defaulting Lender arising from either the Swingline Loan then outstanding and proposed to be made or any other Swingline Loan as to which the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstandingLender has actual or potential Fronting Exposure.
Appears in 1 contract
Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect, but subject to clause (ii)), (ii) the outstanding aggregate principal amount of such Swingline Loans outstanding when aggregated with the Swingline Lender’s Percentage Interest of other outstanding Revolving Extensions Loans and the Swingline Lender’s Percentage Interest of Credit L/C Obligations shall not exceed the amount of such Swingline Lender’s Revolving Commitment and Commitment, (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero, and (iv) Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the Borrowing Base Availability would be less than zero. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans only.
(b) The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Class A Termination Date and Date, the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two tenth (10th) Business Days Day after such Swingline Loan is made; provided that on each , or the date that a the next Revolving Loan is borrowed.
(c) Any Swingline Lender may be replaced by another Lender upon the written agreement of Borrower, Administrative Agent, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding Lender being replaced and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any new Swingline Loans outstandingLender.
Appears in 1 contract
Swingline Commitment. (a) Subject to the terms and conditions hereof, each Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during until the Revolving Commitment Period Termination Date by making swing line loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that no Swingline Lender shall be obligated to fund any Swingline Loan which would result in (i) the aggregate principal amount of outstanding Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such exceeding its Swingline Lender’s Swingline Commitment then in effectCommitment, (ii) the outstanding principal amount (A) sum of (1) such Swingline Lender’s Revolving Extensions Pro Rata Share of Credit shall not exceed the amount of outstanding L/C Obligations plus (2) such Swingline Lender’s Revolving Commitment Pro Rata Share of outstanding Advances (without regard to Swingline Loans) plus (3)(x) such Swingline Lender’s Pro Rata Share of outstanding Swingline Loans made by any Swingline Lender other than it and (y) outstanding Swingline Loans made by such Swingline Lender less (B) outstanding Swingline Loans, if any, being repaid with the proceeds of a Borrowing exceeding its Credit Exposure, or (iii) the Borrower or sum of the relevant Subsidiary Borrower shall not requestAdvances exceeding the Total Committed Amount; provided, and a further that no Swingline Lender shall not make, be obligated to fund any Swingline Loan if, after giving effect to refinance an outstanding Swingline Loan. Prior to the making of such Swingline LoanTermination Date, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying (in whole or part) and reborrowing, all in accordance with the terms and conditions hereof. The Borrower may prepay Swingline Loans shall at any time upon notice to the applicable Swingline Lender by 12:00 Noon on the day of the proposed prepayment stating the proposed date and aggregate principal amount to be ABR Loans onlyprepaid.
(b) The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the applicable Swingline Lenders Lender the then unpaid principal amount of each Swingline Loan made by such Swingline Lender on the earlier of (i) the Revolving Termination Date and (ii) the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two fifth Business Days Day after such Swingline Loan is made; provided that on each date that a Revolving Loan an Advance is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and outstanding. The unpaid principal amount of each Swingline Loan shall bear interest at the proceeds per annum rate equal to the Swingline Rate in effect from time to time plus the Applicable Margin for Eurodollar Advances.
(c) The obligation of any such borrowing of Revolving Loans shall be applied by the Administrative Agent each Swingline Lender to repay any make Swingline Loans outstandingto the Borrower is subject to the same conditions precedent for the making of Advances under Section 3.2, other than compliance with Section 2.2(a), as referred to in said Section 3.2.
Appears in 1 contract
Swingline Commitment. (a) Subject to the terms and conditions hereof, each the Swingline Lender severally agrees to make a portion of the credit otherwise available to the Borrower and any Subsidiary Borrower under the Revolving Commitments from time to time during the Revolving Commitment Period by making swing line loans (“Swingline Loans”) in Dollars to the Borrower and any Subsidiary Borrower; provided that (i) the aggregate principal amount of Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such the Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender’s other outstanding Revolving Loans, may exceed the Swingline Commitment then in effect, ) and (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero. During the Revolving Commitment Period, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Base Rate Loans only.
(b) The Borrower or relevant Subsidiary Borrower shall repay to . Notwithstanding the Administrative Agent for the account foregoing, if at any time any Lender is a Defaulting Lender, such Defaulting Lender’s Revolving Commitment Percentage of the Swingline Loans will be reallocated among all Lenders that are not Defaulting Lenders (pro rata in accordance with their respective Revolving Commitment Percentage) but only to the then unpaid principal amount extent the Aggregate Revolving Outstandings of each Swingline Loan on the earlier all Lenders that are not Defaulting Lenders plus such Defaulting Lender’s Revolving Commitment Percentage of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds any Letter of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.Credit Outstandings, in each case,
Appears in 1 contract
Samples: Credit Agreement (Calpine Corp)
Swingline Commitment. (a) Subject to the terms and conditions hereofand relying upon the representations and warranties herein set forth, each the Swingline Lender severally agrees to make a portion of the credit otherwise available Swingline Loans to the Borrower at any time and any Subsidiary Borrower under the Revolving Commitments from time to time during after the Closing Date and until the earlier of the Revolving Commitment Period by making swing line loans (“Swingline Loans”) Credit Maturity Date and the termination of the Revolving Credit Commitments, in Dollars to the Borrower and an aggregate principal amount at any Subsidiary Borrower; provided time outstanding that will not result in (i) the aggregate principal amount of all Swingline Loans made by such Swingline Lender outstanding at any time shall not exceed such Swingline Lender’s Swingline Commitment exceeding the greater of (x) $4,500,000 or (y) 10.0% of the Revolving Credit Commitments then in effect, in the aggregate or (ii) the outstanding principal amount of such Swingline Lender’s Aggregate Revolving Extensions of Credit shall not exceed the amount of such Swingline Lender’s Revolving Commitment and (iii) the Borrower or the relevant Subsidiary Borrower shall not request, and a Swingline Lender shall not make, any Swingline Loan ifExposure, after giving effect to the making of such any Swingline Loan, exceeding the aggregate Total Revolving Credit Commitment. Each Swingline Loan (i) shall be made and maintained as an ABR Loan and (ii) shall be in a principal amount that is an integral multiple of $100,000 and in a minimum amount of $100,000. The Swingline Commitment may be terminated or reduced from time to time as provided herein. Within the Available Revolving Commitments would be less than zero. During the Revolving Commitment Periodforegoing limits, the Borrower may borrow, pay or prepay and any Subsidiary Borrower may use reborrow Swingline Loans hereunder, subject to the terms, conditions and limitations set forth herein. Notwithstanding anything to the contrary contained in this Section 2.22 or elsewhere in this Agreement, (i) the Swingline Commitment Lender shall not be obligated to make any Swingline Loan at a time when any Revolving Credit Lender is a Defaulting Lender unless the Swingline Lender has entered into arrangements satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to any Defaulting Lender’s participation in such Swingline Loans, including by borrowingcash collateralizing such Defaulting Lender’s Pro Rata Percentage of the outstanding Swingline Loans, repaying and reborrowing(ii) the Swingline Lender shall not make any Swingline Loan after it has received written notice from the Borrower, any other Loan Party or the Required Lenders stating that a Default or an Event of Default exists and is continuing until such time as the Swingline Lender shall have received written notice (A) of rescission of all such notices from the party or parties originally delivering such notice or notices or (B) of the waiver of such Default or Event of Default in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans onlySection 9.08(b).
(b) The Borrower or relevant Subsidiary Borrower shall repay to the Administrative Agent for the account of the Swingline Lenders the then unpaid principal amount of each Swingline Loan on the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans then outstanding and the proceeds of any such borrowing of Revolving Loans shall be applied by the Administrative Agent to repay any Swingline Loans outstanding.
Appears in 1 contract
Samples: Credit Agreement (Smart Sand, Inc.)
Swingline Commitment. (a) On the terms and conditions set forth in the Indenture and this Agreement, and in reliance on the covenants, representations and agreements set forth herein and therein, the Co-Issuers shall issue and shall cause the Trustee to authenticate the Series 2018-1 Class A-1 Swingline Note, which the Co-Issuers shall deliver to the Swingline Lender on the Series 2018-1 Closing Date. Such Series 2018-1 Class A-1 Swingline Note shall be dated the Series 2018-1 Closing Date, shall be registered in the name of the Swingline Lender or its nominee, or in such other name as the Swingline Lender may request, shall have a maximum principal amount equal to the Swingline Commitment, shall have an initial outstanding principal amount equal to the Series 2018-1 Class A-1 Initial Swingline Principal Amount, and shall be duly authenticated in accordance with the provisions of the Indenture. Subject to the terms and conditions hereof, each the Swingline Lender severally Lender, in reliance on the agreements of the Committed Note Purchasers set forth in this Section 2.06, agrees to make swingline loans (each, a portion of “Swingline Loan” and, collectively, the credit otherwise available “Swingline Loans”) to the Borrower and any Subsidiary Borrower under the Revolving Commitments Co-Issuers from time to time during the Revolving Commitment Period by making swing line loans period commencing on the Series 2018-1 Closing Date and ending on the date that is two (“Swingline Loans”2) in Dollars Business Days prior to the Borrower and any Subsidiary BorrowerCommitment Termination Date; provided that the Swingline Lender shall have no obligation or right to make any Swingline Loan if, after giving effect thereto, (i) the aggregate principal amount of Swingline Loans made by such outstanding would exceed the Swingline Lender Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time shall not exceed such time, when aggregated with the Swingline Lender’s other outstanding Advances hereunder, may exceed the Swingline Commitment then in effect) or (ii) the Series 2018-1 Class A-1 Outstanding Principal Amount would exceed the Series 2018-1 Class A-1 Notes Maximum Principal Amount. Each such borrowing of a Swingline Loan will constitute a Subfacility Increase in the outstanding principal amount evidenced by the Series 2018-1 Class A-1 Swingline Note in an amount corresponding to such borrowing. Subject to the terms of this Agreement and the Series 2018-1 Supplement, the outstanding principal amount evidenced by the Series 2018-1 Class A-1 Swingline Note may be increased by borrowings of Swingline Loans or decreased by payments of principal thereon from time to time.
(b) Whenever the Co-Issuers desire that the Swingline Lender make Swingline Loans, the Co-Issuers shall (or shall cause the Manager on their behalf to) give the Swingline Lender and the Administrative Agent irrevocable notice in writing not later than 11:00 a.m. (New York City time) on the proposed borrowing date, specifying (i) the amount to be borrowed, (ii) the outstanding principal amount of such Swingline Lender’s Revolving Extensions of Credit requested borrowing date (which shall be a Business Day during the Commitment Term not exceed later than the amount of such Swingline Lender’s Revolving date that is two (2) Business Days prior to the Commitment Termination Date) and (iii) the Borrower or payment instructions for the relevant Subsidiary Borrower proceeds of such borrowing (which shall not requestbe consistent with the terms and provisions of this Agreement and the Indenture and which proceeds shall be made available to the Co-Issuers). Such notice shall be in the form attached hereto as Exhibit A-2 hereto (a “Swingline Loan Request”). Promptly upon receipt of any Swingline Loan Request (but in no event later than 2:00 p.m. (New York City time) on the date of such receipt), and a the Swingline Lender shall not make, promptly notify the Control Party and the Trustee thereof in writing. Each borrowing under the Swingline Commitment shall be in a minimum amount equal to $100,000. Promptly upon receipt of any Swingline Loan ifRequest (but in no event later than 2:00 p.m. (New York City time) on the date of such receipt), the Administrative Agent (based, with respect to any portion of the Series 2018-1 Class A-1 Outstanding Subfacility Amount held by any Person other than the Administrative Agent, solely on written notices received by the Administrative Agent under this Agreement) will inform the Swingline Lender whether or not, after giving effect to the making requested Swingline Loan, the Series 2018-1 Class A-1 Outstanding Principal Amount would exceed the Series 2018-1 Class A-1 Notes Maximum Principal Amount. If the Administrative Agent confirms that the Series 2018-1 Class A-1 Outstanding Principal Amount would not exceed the Series 2018-1 Class A-1 Notes Maximum Principal Amount after giving effect to the requested Swingline Loan, then not later than 3:00 p.m. (New York City time) on the borrowing date specified in the Swingline Loan Request, subject to the other conditions set forth herein and in the Series 2018-1 Supplement, the Swingline Lender shall make available to the Co-Issuers in accordance with the payment instructions set forth in such notice an amount in immediately available funds equal to the amount of the requested Swingline Loan.
(c) The Co-Issuers hereby agree that each Swingline Loan made by the Swingline Lender to the Co-Issuers pursuant to Section 2.06(a) shall constitute the promise and obligation of the Co-Issuers to pay to the Swingline Lender the aggregate unpaid principal amount of all Swingline Loans made by such Swingline Lender pursuant to Section 2.06(a), which amounts shall be due and payable (whether at maturity or by acceleration) as set forth in this Agreement and in the Indenture for the Series 2018-1 Class A-1 Outstanding Principal Amount.
(d) In accordance with Section 2.03(a), the Co-Issuers agree to cause requests for Borrowings to be made at least one time per month, for each month any Swingline Loans are outstanding for at least ten (10) Business Days during such month, if any Swingline Loans are outstanding, in amounts at least sufficient to repay in full all Swingline Loans outstanding on the date of the applicable request. In accordance with Section 3.01(c), outstanding Swingline Loans shall bear interest at the Base Rate.
(e) If prior to the time Advances would have otherwise been made pursuant to Section 2.06(d), an Event of Bankruptcy shall have occurred and be continuing with respect to any Co-Issuer or any Guarantor or if for any other reason, as determined by the Swingline Lender in its sole and absolute discretion, Advances will not be made as contemplated by Section 2.06(d), and each Committed Note Purchaser shall, on the date such Advances were to have been made pursuant to the notice referred to in Section 2.06(d), purchase for cash an undivided participating interest in the then-outstanding Swingline Loans by paying to the Swingline Lender an amount (the “Swingline Participation Amount”) equal to (i) its Committed Note Purchaser Percentage multiplied by (ii) the related Investor Group’s Commitment Percentage multiplied by (iii) the aggregate principal amount of Swingline Loans then outstanding that was to have been repaid with such Advances.
(f) Whenever, at any time after the Swingline Lender has received from any Investor such Investor’s Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will distribute to such Investor its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Investor’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Investor’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline LoanLoans then due); provided, however, that in the event that such payment received by the Swingline Lender is required to be returned, such Investor will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline Lender.
(g) Each applicable Investor’s obligation to make the Advances referred to in Section 2.06(d) and each Committed Note Purchaser’s obligation to purchase participating interests pursuant to Section 2.06(e) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right that such Investor, Committed Note Purchaser or any Co-Issuer may have against the Swingline Lender, any Co-Issuer or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy any of the other conditions specified in Article VII other than at the time the related Swingline Loan was made; (iii) any adverse change in the condition (financial or otherwise) of any Co-Issuer; (iv) any breach of this Agreement or any other Indenture Document by any Co-Issuer or any other Person; or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.
(h) The Co-Issuers may, upon at least three (3) Business Days’ notice to the Administrative Agent and the Swingline Lender, effect a permanent reduction in the Swingline Commitment; provided that any such reduction will be limited to the undrawn portion of the Swingline Commitment. If requested by the Co-Issuers in writing and with the prior written consent of the Swingline Lender and the Administrative Agent, the Swingline Lender may (but shall not be obligated to) increase the amount of the Swingline Commitment; provided that, after giving effect thereto, the aggregate amount of each of the Available Revolving Commitments would be less than zero. During the Revolving Commitment PeriodOutstanding Series 2018-1 Class A-1 Note Advances, the Borrower and any Subsidiary Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans shall be ABR Loans onlyL/C Commitment does not exceed the aggregate amount of the Commitments.
(bi) The Borrower or relevant Subsidiary Borrower Co-Issuers may, upon notice to the Swingline Lender (who shall repay to promptly notify the Administrative Agent for and the account Trustee thereof in writing), at any time and from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that (x) such notice must be received by the Swingline Lender not later than 1:00 p.m. (New York City time) on the date of the Swingline Lenders the then unpaid prepayment, (y) any such prepayment shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or in each Swingline Loan on case such other amount as agreed to by the earlier of the Revolving Termination Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowedAdministrative Agent) or, if less, the Borrower or relevant Subsidiary Borrower shall repay all Swingline Loans entire principal amount thereof then outstanding and (z) if the proceeds source of any funds for such borrowing of Revolving Loans prepayment is not a Borrowing, there shall be applied by no unreimbursed Debt Service Advance, Collateral Protection Advance or Manager Advance (or interest thereon) at such time. Each such notice shall specify the Administrative Agent date and amount of such prepayment. If such notice is given, the Co-Issuers shall make such prepayment directly to repay any the Swingline Loans outstandingLender and the payment amount specified in such notice shall be due and payable on the date specified therein.
Appears in 1 contract
Samples: Class a 1 Note Purchase Agreement (Dine Brands Global, Inc.)
