Swingline Loans. (a) Subject to the terms and conditions set forth herein, each Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period in U.S. Dollars, in an aggregate principal amount at any time outstanding that will not result in (x) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment, (y) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement. (b) To request a Swingline Borrowing, the Borrower shall notify the Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m., New York City time on the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank). (c) A Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
Appears in 5 contracts
Sources: Credit Agreement (Crestwood Midstream Partners LP), Credit Agreement (Crestwood Midstream Partners LP), Credit Agreement (Crestwood Midstream Partners LP)
Swingline Loans. (a) Subject to the terms and conditions set forth hereinherein (including Section 2.21)), each in reliance upon the agreements of the other Lenders set forth in this Section 2.24, the Swingline Lender agrees to make Swingline Loans to the Borrower Revolving Borrowers from time to time during the Revolving Availability Period denominated in U.S. Dollarsdollars, in an aggregate principal amount at any time outstanding that will not result in (x) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment, (yi) the outstanding Swingline Loans of such the Swingline Lender exceeding such its Swingline Lender’s Swingline Commitments Commitment or (zii) the aggregate Revolving Facility Credit Exposure Exposures exceeding the total aggregate Revolving Facility Commitments; , provided that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Revolving Borrowers may borrow, prepay and reborrow re-borrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(b) To request a Swingline BorrowingLoan, the a Revolving Borrower shall notify the Administrative Agent and the Swingline Lenders Lender of such request by telephone (confirmed in writing) or facsimile (confirmed by a Swingline Borrowing Request by telecopy) telephone), not later than 11:00 a.m.2:00 p.m., New York City time on the day of the such proposed Swingline BorrowingLoan. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, Loan and (ivx) if the funds are not to be credited to a general deposit account of a Revolving Borrower maintained with the Swingline Lender because such Revolving Borrower is unable to maintain a general deposit account with the Swingline Lender under applicable Requirements of Law, the location and number of the such Revolving Borrower’s account to which funds are to be disbursed, which shall comply with Section 2.05, or (y) in the case of any ABR Revolving Borrowing or Swingline Loan requested to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), the identity of the Issuing Bank that made such LC Disbursement. Each The Swingline Lender shall make each Swingline Loan available to be such Revolving Borrower by means of a credit to the general deposit accounts of such Revolving Borrower maintained with the Swingline Lender for the applicable Swingline Loan (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.04(f), by it hereunder in accordance with Section 2.02(aremittance to the applicable Issuing Bank) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. No Swingline Lender shall be under any obligation to the account of the Borrower (or, in the case of make a Swingline Borrowing made Loan if any Lender is at that time a Defaulting Lender, if after giving effect to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e2.21(a)(iv), by remittance to the applicable Issuing Bank)any Defaulting Lender Fronting Exposure remains outstanding.
(c) A The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m.1:00 p.m., New York City time time, on any Business Day, Day require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itoutstanding. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Revolving Lender, specifying in such notice such Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Swingline Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Swingline Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 2.05 with respect to Loans made by such Revolving Facility Lender (with references to 12:00 noon, New York City time, in such Section being deemed to be references to 3:00 p.m., New York City time) (and Section 2.06 2.05 shall apply, mutatis mutandis, to the payment obligations of the LendersRevolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly pay remit to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower Revolving Borrowers of any participations in any Swingline Loan acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the a Revolving Borrower (or any other party Person on behalf of the such Revolving Borrower) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly by the Swingline Lender to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; , provided that any such payment so remitted shall be repaid to such the Swingline Lender or to the Administrative Agent, as applicablethe case may be, and thereafter to such Revolving Borrower, if and to the extent such payment is required to be refunded to the such Revolving Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower Revolving Borrowers of any default in the payment thereof.
(d) The Revolving Borrowers may, at any time and from time to time, designate as additional Swingline Lenders one or more Revolving Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Borrower Representative, executed by the Borrower Representative, the Administrative Agent and such designated Swingline Lender, and, from and after the effective date of such agreement, (i) such Revolving Lender shall have all the rights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such Revolving Lender in its capacity as a lender of Swingline Loans hereunder.
(e) The Revolving Borrowers may terminate the appointment of any Swingline Lender as a “Swingline Lender” hereunder by providing a written notice thereof to such Swingline Lender, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) such Swingline Lender’s acknowledging receipt of such notice and (ii) the fifth Business Day following the date of the delivery thereof, provided that no such termination shall become effective until and unless the Swingline Exposure of such Swingline Lender shall have been reduced to zero. Notwithstanding the effectiveness of any such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to such termination, but shall not make any additional Swingline Loans.
Appears in 5 contracts
Sources: Credit Agreement (Viasat Inc), Credit Agreement (Viasat Inc), Credit Agreement (Viasat Inc)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period in U.S. Dollars, in an aggregate principal amount at any time outstanding that will not result in (x) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment, (y) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(b) To request a Swingline Borrowing, the Borrower shall notify the Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m.3:00 p.m., New York City Houston, Texas time on the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 4:00 p.m., New York City Houston, Texas time, to the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).
(c) A Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m.12:00 noon, New York City Houston, Texas time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
Appears in 5 contracts
Sources: Credit Agreement (Crestwood Midstream Partners LP), Credit Agreement (Crestwood Equity Partners LP), Amendment (Crestwood Equity Partners LP)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to may in its discretion, in reliance upon the agreements of the other Lenders set forth in this Section 2.04, make Swingline Loans in Dollars to the Borrower from time to time during the Availability Period in U.S. DollarsPeriod; provided that no such Swingline Loan shall be permitted if, in an aggregate principal amount at any time outstanding that will not result in after giving effect thereto, (xi) the aggregate principal amount of outstanding Swingline Loans exceeding would exceed the Swingline CommitmentLoan Sublimit, (yii) the outstanding aggregate Revolving Credit Exposures would exceed the total Revolving Commitments or (iii) unless otherwise agreed by such Swingline Lender, the aggregate amount of Swingline Loans, Revolving Loans and Letters of Credit issued by such Swingline Lender exceeding would exceed such Swingline Lender’s Swingline Revolving Commitments or (z) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitmentshereunder; provided further that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Immediately upon the making of a Swingline Loans Loan, each Revolving Lender shall be ABR Loans under this Agreementdeemed 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 Revolving Lender’s Applicable Percentage times the amount of such Swingline Loan.
(b) To request a Swingline BorrowingLoan, the Borrower shall notify the Administrative Agent and Swingline Lenders Lender of such request request, which may be given by telephone (confirmed and shall be irrevocable. Each such notice must be received by a the Swingline Borrowing Request by telecopy) Lender and the Administrative Agent not later than 11:00 a.m.1:00 p.m., New York City time time, on the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 and (ii) the requested date (borrowing date, which shall be a Business Day). Each such telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a written Swingline Loan Notice, (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, appropriately completed and (iv) the location and number signed by a Responsible Officer of the Borrower’s account . Promptly after receipt by the Swingline Lender of any telephonic Swingline Loan Notice, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Lender) prior to which funds are 3:00 p.m. on the date of the proposed Swingline Loan Borrowing (A) directing the Swingline Lender not to be disbursed. Each make such Swingline Loan as a result of the limitations set forth in Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, the Swingline Lender shall make each such Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the Borrower by means of a credit to the general deposit account of the Borrower with the Swingline Lender or the Administrative Agent (or, in the case of a Swingline Borrowing Loan made to finance the reimbursement of a Revolving L/C an LC Disbursement as provided in Section 2.05(e2.05(c), by remittance to the applicable relevant Issuing Bank)) by 4:00 p.m., New York City time, on the requested date of such Swingline Loan.
(ci) A The Swingline Lender at any time in its sole and absolute discretion may by request, on behalf of the Borrower (and the Borrower hereby irrevocably authorizes the Swingline Lender to so request on its behalf), that each Revolving Lender make a Base Rate Loan in an amount equal to such Lender’s Applicable Percentage of the amount of the applicable Class of Swingline Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Borrowing Request for purposes hereof) and in accordance with the requirements of Section 2.02 and Section 2.03, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Revolving Commitments of the applicable Class and the conditions set forth in Section 4.02. The Swingline Lender shall furnish the Borrower with a copy of the applicable Borrowing Request promptly after delivering such notice given to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Applicable Percentage (of the amount of the applicable Class of Swingline Loans) of the aggregate amount specified in such Borrowing Request available to the Administrative Agent (and to in immediately available funds for the other account of the Swingline Lenders) Lender at the Administrative Agent’s Office not later than 10:00 a.m.1:00 p.m., New York City time time, on the day specified in such Borrowing Request, whereupon, subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swingline Lender.
(ii) If for any Business Dayreason any Swingline Loan cannot be refinanced by such Base Rate Loan in accordance with Section 2.04(c)(i), require the request for Base Rate Loans submitted by the Swingline Lender as set forth herein shall be deemed to be a request by the Swingline Lender that each of the Revolving Facility Lenders to acquire participations on fund its risk participation in the relevant Swingline Loan and such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay payment to the Administrative Agent for the account of the applicable Swingline LenderLender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation. If any Revolving Lender fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swingline Lender shall be entitled to recover from such Revolving Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swingline Lender at a rate per annum equal to the applicable Overnight Bank Funding Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. If such Revolving Facility Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Lender’s Base Rate Loan included in the relevant Borrowing or funded participation in the relevant Swingline Loan, as the case may be. A certificate of the Swingline Lender submitted to any Revolving Facility Percentage of such Swingline Loan or Loans. Lender (through the Administrative Agent) with respect to any amounts owing under this clause (ii) shall be conclusive absent manifest error.
(iii) Each Revolving Facility Lender acknowledges and agrees that its respective Lender’s obligation to acquire make Base Rate Loans or to purchase and fund risk participations in Swingline Loans pursuant to this paragraph is Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swingline Lender, the Borrower or any other Person for any reason whatsoever, including (B) the occurrence and or continuance of a Default Default, or reduction (C) any other occurrence, event or termination condition, whether or not similar to any of the Commitmentsforegoing; provided, and however, that each Revolving Lender’s obligation to make Base Rate Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swingline Loans, together with interest as provided herein.
(i) At any time after any Revolving Lender has purchased and funded a risk participation in a Swingline Loan, if the Swingline Lender receives any payment shall be made without any offseton account of such Swingline Loan, abatement, withholding or reduction whatsoever. Each the Swingline Lender will distribute to such Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, Applicable Percentage thereof in the same manner funds as provided those received by the Swingline Lender.
(ii) If any payment received by the Swingline Lender in respect of principal or interest on any Swingline Loan is required to be returned by the Swingline Lender under any of the circumstances described in Section 2.06 with respect 9.08 (including pursuant to Loans made any settlement entered into by such Revolving Facility the Swingline Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lendersin its discretion), and the Administrative Agent each Revolving Lender shall promptly pay to the applicable Swingline Lender its Applicable Percentage thereof on demand of the amounts so received by it Administrative Agent, plus interest thereon from the Revolving Facility Lendersdate of such demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Bank Funding Rate. The Administrative Agent will make such demand upon the request of the Swingline Lender. The obligations of the Revolving Lenders under this clause shall notify survive the payment in full of the Obligations and the termination of this Agreement.
(e) The Swingline Lender shall be responsible for invoicing the Borrower of any participations in any for interest on the Swingline Loans. Until each Revolving Lender funds its Base Rate Loan acquired or risk participation pursuant to this paragraph (c)Section 2.04 to refinance such Revolving Lender’s Applicable Percentage of any Swingline Loan, and thereafter payments by the Borrower interest in respect of such Swingline Loan Applicable Percentage shall be made solely for the account of the Swingline Lender.
(f) The Borrower shall make all payments of principal and interest in respect of the Swingline Loans directly to the Swingline Lender.
(g) 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, however, 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 2.05(d)), there shall exist sufficient unutilized Extended Revolving Commitments or Revolving Commitments so that the respective outstanding Swingline Loans could be incurred pursuant the Extended Revolving Commitments or 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 or Revolving Commitments, and such Swingline Loans shall not be so required to be repaid in full on such earliest maturity date.
(h) The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more Revolving Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent and not to the applicable Borrower, executed by the Borrower, the Administrative Agent and such designated Swingline Lender. Any amounts received by , and, from and after the effective date of such agreement, (i) such Revolving Lender shall have all the rights and obligations of a Swingline Lender from under this Agreement and (ii) references herein to the Borrower (or any other party on behalf of the Borrower) in respect of a term “Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein Lender” shall be remitted promptly deemed to the Administrative Agent; any include such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Lender in its capacity as a lender of Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofLoans hereunder.
Appears in 4 contracts
Sources: Credit Agreement (Cable One, Inc.), Restatement Agreement (Cable One, Inc.), Credit Agreement (Cable One, Inc.)
Swingline Loans. (a) Subject to the terms and conditions set forth hereinof this Agreement, each the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period in U.S. DollarsCommitment Period; provided, in an aggregate principal amount at any time outstanding that will not result in (x) the aggregate principal amount of all outstanding Swingline Loans exceeding (after giving effect to any amount requested), shall not exceed the lesser of (i) the Aggregate Commitments less the sum of all outstanding Revolving Credit Loans and the LC Obligations and (ii) the Swingline Commitment, (y) ; provided further that the outstanding Swingline Loans of such Swingline Lender exceeding will not make a Swingline Loan from and after the date which is one (1) day after it has received written notice from the Borrower or any Lender that one or more of the applicable conditions to Credit Extensions specified in Section 4.02 is not then satisfied until such Swingline Lender’s Swingline Commitments conditions are satisfied or waived in accordance with the provisions of this Agreement (z) and the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall be required entitled to make a conclusively rely on any such notice and shall have no obligation to independently investigate the accuracy of such notice and shall have no liability to the Borrower in respect thereof if such notice proves to be inaccurate). The aggregate amount of Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and Loans in any Borrowing shall not be subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreementa minimum amount or increment.
(b) To request Swingline Loans shall be refunded by the Lenders on demand by the Swingline Lender. Such refundings shall be made by each Lender in accordance with its Applicable Percentage and shall thereafter be reflected as Loans of the Lenders on the books and records of the Administrative Agent. Each Lender shall fund its Applicable Percentage of Revolving Credit Loans as required to repay Swingline Loans outstanding to the Swingline Lender upon demand by the Swingline Lender but in no event later than 1:00 p.m. on the next succeeding Business Day after such demand is made. No Lender’s obligation to fund its Applicable Percentage of a Swingline Borrowing, the Borrower shall notify the Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m., New York City time on the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request Loan shall be irrevocable and shall specify (i) the requested date (which shall be affected by any other Lender’s failure to fund its Applicable Percentage of a Business Day), (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number nor shall any Lender’s Applicable Percentage be increased as a result of the Borrower’s account any such failure of any other Lender to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, in the case fund its Applicable Percentage of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)Loan.
(c) A The Borrower shall pay to the Swingline Lender may the amount of each Swingline Loan (unless such Swingline Loan is fully refunded by written notice given the Lenders pursuant to Section 2.02(b)): on demand and in no event later than the Maturity Date. In addition, the Borrower hereby authorizes the Administrative Agent to charge any account maintained by the Borrower with the Swingline Lender (and up to the other amount available therein) in order to immediately pay the Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require Lender the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans Loans. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all the Lenders in accordance with their Applicable Percentages (unless the amounts so recovered by or on behalf of the Borrower pertain to a Swingline Loan extended after the occurrence and during the continuance of an Event of Default of which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give has received notice thereof in the manner required pursuant to each Section 10.02 and which such LenderEvent of Default has not been waived by the Majority Lenders or the Lenders, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. as applicable).
(d) Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in refund Swingline Loans pursuant to in accordance with the terms of this paragraph Section 2.02 is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination including, without limitation, non-satisfaction of the Commitmentsconditions set forth in Article IV. Further, each Lender agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section 2.02, one of the events described in subsections (j)(i), (j)(ii) or (j)(iii) of Section 8.01 shall have occurred, each Lender will, on the date the applicable Revolving Credit Loan would have been made, purchase an undivided, irrevocable and unconditional participating interest in the Swingline Loans to be refunded in an amount equal to its Applicable Percentage of the aggregate amount of such payment shall be made without any offset, abatement, withholding or reduction whatsoeverSwingline Loans. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire will immediately transfer of to the Swingline Lender, in immediately available funds, the amount of its participation, and upon receipt thereof, the Swingline Lender will deliver to such Lender a certificate evidencing such participation dated the date of receipt of such funds and for such amount. Whenever, at any time after the Swingline Lender has received from any Lender such Lender’s participating interest in a Swingline Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandiscase of interest payments, to reflect the payment obligations period of time during which such Lender’s participating interest was outstanding and funded). Notwithstanding the Lendersforegoing provisions of this Section 2.02(d), and the Administrative Agent shall promptly pay to the applicable Swingline a Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant no obligation to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in refund a Swingline Loan pursuant to this paragraph Section 2.02(b) if (i) a Default shall exist at the time such refunding is requested by the Swingline Lender, (ii) such Default had occurred and was continuing at the time such Swingline Loan was made by the Swingline Lender and (ii) such Lender notified the Swingline Lender in writing, not relieve less than one Business Day prior to the Borrower making by the Swingline Lender of any default in the payment thereofsuch Swingline Loan, that such Default has occurred and is continuing and that such Lender will not refund Swingline Loans made while such Default is continuing.
Appears in 4 contracts
Sources: Credit Agreement (Energy Transfer Equity, L.P.), Credit Agreement (Energy Transfer Partners, L.P.), Credit Agreement (Energy Transfer Partners, L.P.)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period in U.S. Dollars, in an aggregate principal amount at any time outstanding that will not result in (x) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment, Commitment or (y) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure Total Outstandings exceeding the total Revolving Facility Aggregate Commitments; provided that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay or repay and reborrow Swingline Loans. All Swingline Loans shall be ABR Base Rate Loans under this Agreement.
(b) To request a Swingline Borrowing, the Borrower shall notify the Swingline Lenders Lender of such request by telephone (confirmed by a Swingline Borrowing Request Loan Notice by telecopy) not later than 11:00 a.m., New York City time 2:00 p.m. on the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request Loan Notice shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day)) of the Swingline Borrowing, (ii) the amount of the requested Swingline Borrowing, Borrowing and (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Loan shall be in a minimum principal amount of $100,000. The Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, 4:00 p.m. to the account of requested by the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)Borrower.
(c) A The Swingline Lender may by written notice (a “Swingline Lender Notice”) given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time 12:00 noon on any Business DayDay when Swingline Loans are outstanding, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, funds not later than 2:00 pm on the Business Day specified in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Swingline Lender Notice (and Section 2.06 2.11 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
Appears in 3 contracts
Sources: Revolving Credit Agreement (PBF Logistics LP), Credit Agreement (Western Refining Logistics, LP), Credit Agreement (Western Refining Logistics, LP)
Swingline Loans. (a) Subject to the terms and conditions set forth hereinherein (including Section 2.22), each in reliance upon the agreements of the other Lenders set forth in this Section 2.04, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Revolving Availability Period denominated in U.S. Dollarsdollars, in an aggregate principal amount at any time outstanding that will not result in (x) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment, (yi) the outstanding Swingline Loans of such the Swingline Lender exceeding such its Swingline Lender’s Swingline Commitments Commitment or (zii) the aggregate Revolving Facility Credit Exposure Exposures exceeding the total aggregate Revolving Facility Commitments; , provided that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(b) To request a Swingline BorrowingLoan, the Borrower shall notify the Administrative Agent and the Swingline Lenders Lender of such request by telephone in writing or facsimile (confirmed by a Swingline Borrowing Request by telecopy) telephone), not later than 11:00 10:00 a.m., New York City time time, or, if agreed by the Swingline Lender, 12:00 noon, New York City time, on the day of the such proposed Swingline BorrowingLoan. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, Loan and (ivx) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with Section 2.06, or (y) in the case of any Swingline Loan requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), the identity of the Issuing Bank that made such LC Disbursement. Each The Swingline Lender shall make each Swingline Loan available to be the Borrower by means of a credit to the general deposit accounts of the Borrower maintained with the Swingline Lender for the applicable Swingline Loan (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), by it hereunder in accordance with Section 2.02(aremittance to the applicable Issuing Bank) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. No Swingline Lender shall be under any obligation to the account of the Borrower (or, in the case of make a Swingline Borrowing made Loan if any Lender is at that time a Defaulting Lender, if after giving effect to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e2.22(a)(iv), by remittance to the applicable Issuing Bank)any Defaulting Lender Fronting Exposure remains outstanding.
(c) A The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m.1:00 p.m., New York City time time, on any Business Day, Day require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itoutstanding. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Revolving Lender, specifying in such notice such Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Swingline Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Swingline Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (with references to 12:00 noon, New York City time, in such Section being deemed to be references to 3:00 p.m., New York City time) (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the LendersRevolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly pay remit to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the Borrower (or any other party Person on behalf of the Borrower) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly by the Swingline Lender to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; , provided that any such payment so remitted shall be repaid to such the Swingline Lender or to the Administrative Agent, as applicablethe case may be, and thereafter to the Borrower, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
(d) The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more Revolving Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, executed by the Borrower, the Administrative Agent and such designated Swingline Lender, and, from and after the effective date of such agreement, (i) such Revolving Lender shall have all the rights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such Revolving Lender in its capacity as a lender of Swingline Loans hereunder.
(e) The Borrower may terminate the appointment of any Swingline Lender as a “Swingline Lender” hereunder by providing a written notice thereof to such Swingline Lender, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) such Swingline Lender’s acknowledging receipt of such notice and (ii) the fifth Business Day following the date of the delivery thereof, provided that no such termination shall become effective until and unless the Swingline Exposure of such Swingline Lender shall have been reduced to zero. Notwithstanding the effectiveness of any such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to such termination, but shall not make any additional Swingline Loans.
(f) If at any time that Swingline Loans are outstanding a Revolving Lender becomes a Defaulting Lender, the Swingline Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders that are Revolving Lenders in accordance with Section 2.22(a)(iv). If such reallocation cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice and request by the Administrative Agent prepay such unreallocated portion of the Swingline Loans. Notwithstanding the foregoing, 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 it is reasonably satisfied that the related exposure will be 100% covered by the Revolving Commitments of the Non-Defaulting Lenders and participating interests in any such newly made Swingline Loan shall be allocated among Non-Defaulting Lenders in a manner consistent with Section 2.22(a)(iv).
Appears in 3 contracts
Sources: Credit Agreement (Camping World Holdings, Inc.), First Lien Credit Agreement (NEP Group, Inc.), First Lien Credit Agreement (NEP Group, Inc.)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make (i) Domestic Swingline Loans to the Parent Borrower from time to time during the Domestic Revolving Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding that will not result in (xA) the aggregate principal amount of outstanding Domestic Swingline Loans exceeding the Swingline Commitment, $5,000,000 or (yB) the outstanding Swingline Loans sum of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the total Domestic Revolving Facility Credit Exposure Exposures exceeding the total Domestic Revolving Facility Commitments and (ii) Multicurrency Swingline Loans to any Borrower from time to time during the Multicurrency Revolving Availability Period, in an aggregate principal amount at any time outstanding that will not result in (A) the aggregate principal amount of outstanding Multicurrency Swingline Loans exceeding $5,000,000 or (B) the sum of the total Multicurrency Revolving Exposures (determined based on Assigned Dollar Values, in the case of Alternative Currency Loans, Alternative Currency Letters of Credit and Alternative Currency LC Disbursements) exceeding the total Multicurrency Revolving Commitments; , provided that no that, in each case, the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreementmade in Dollars.
(b) To request a Swingline BorrowingLoan, the applicable Borrower shall notify the Swingline Lenders Administrative Agent of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) ), not later than 11:00 a.m.12:00 noon, New York City time time, on the day of the a proposed Swingline BorrowingLoan. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) whether such requested Swingline Loan will be a Domestic Swingline Loan or a Multicurrency Swingline Loan, the requested date (which shall be a Business Day), (ii) the and amount of the requested Swingline Borrowing, (iii) Loan. The Administrative Agent will promptly advise the term Swingline Lender of any such Swingline Loan, and (iv) notice received from the location and number of the Borrower’s account to which funds are to be disbursedBorrowers. Each The Swingline Lender shall make each Swingline Loan available to be made the applicable Borrower by it hereunder in accordance with Section 2.02(a) on means of a credit to the proposed date thereof by wire transfer general deposit account of immediately available funds by 3:00 p.m., New York City timethe applicable Borrower (or if such Borrower does not have such an account, to the general deposit account of the Borrower Parent Borrower) with the Swingline Lender (or, in the case of a Swingline Borrowing Loan made to finance the reimbursement of a Revolving L/C an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.
(c) A The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m.12:00 noon, New York City time time, on any Business Day, Day require (i) the Domestic Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Domestic Swingline Loans made by itoutstanding and (ii) the Multicurrency Revolving Lenders to acquire participations on such Business Day in all or a portion of the Multicurrency Swingline Loans outstanding. Such notice shall specify the aggregate amount of such Domestic Swingline Loans in which Domestic Revolving Lenders will participate and the aggregate amount of Multicurrency Swingline Loans in which Multicurrency Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Domestic Revolving Lender in the case of any such Lendernotice relating to Domestic Swingline Loans and each Multicurrency Revolving Lender in the case of any such notice relating to Multicurrency Swingline Loans, specifying in such notice such Lender’s Revolving Facility 's Applicable Percentage of such Swingline Loan or Swingline Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility 's Applicable Percentage of such Swingline Loan or Swingline Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by 42 36 wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the applicable Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the Borrower Borrowers (or any other party on behalf of the BorrowerBorrowers) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the applicable Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower Borrowers of any default in the payment thereof.
Appears in 3 contracts
Sources: Credit Agreement (Knowles Electronics LLC), Credit Agreement (Knowles Electronics LLC), Credit Agreement (Knowles Electronics LLC)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make Swingline Loans Loans, in Dollars or any Alternative Currency, to the U.S. Borrower and the Belgian Borrower from time to time during the Revolving Availability Period in U.S. Dollars, in an aggregate principal amount at any time outstanding that will not result in (xi) the aggregate principal amount of the outstanding Swingline Loans exceeding the Swingline Commitment, $40,000,000 or (yii) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Aggregate Revolving Facility Credit Exposure exceeding the total Aggregate Revolving Facility CommitmentsCommitment; provided that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the U.S. Borrower and the Belgian Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(b) To request a Swingline BorrowingLoan, the Borrower Representative shall notify the Swingline Lenders Administrative Agent of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m.12:00 noon, New York City time time, on the day of the proposed Swingline BorrowingLoan. Each such notice and Swingline telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery, facsimile or other electronic delivery to the Administrative Agent of an executed written Borrowing Request. Each such telephonic and written Borrowing Request shall specify (i) the requested date (which shall be a Business Day), (ii) and the amount and currency of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, the Borrower and (iv) the location and number of the Borrower’s account to which funds are to be disburseddisbursed or, in the case of any Swingline Loan requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), the identity of the Issuing Bank that has made such LC Disbursement. Each Promptly following the receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise the Swingline Lender of the details thereof. The Swingline Lender shall make each Swingline Loan available to be made the U.S. Borrower or the Belgian Borrower, as applicable, by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by means of a wire transfer of immediately available funds to the account specified in such Borrowing Request or to the applicable Issuing Bank, as the case may be, by 3:00 2:00 p.m., New York City time, to on the account requested date of the Borrower (or, in the case of a such Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)Loan.
(c) A The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time time, on any Business Day, Day require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itoutstanding. Such notice shall specify the aggregate amount and currency of such the Swingline Loans in which the Revolving Facility Lenders will be required to participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Revolving Lender, specifying in such notice such Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Swingline Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agreesagrees to pay, upon receipt of notice (or with respect to Swingline Loans denominated in an Alternative Currency, to the extent notice is provided after 11:00 a.m., Local Time, within one Business Day) as provided above, to pay to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or LoansSwingline Loans in the currency of such Swingline Loan. Each Revolving Facility Lender acknowledges and agrees that, in making any Swingline Loan, the Swingline Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrowers deemed made pursuant to Section 4.03. Each Revolving Lender further acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the LendersRevolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly pay remit to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the U.S. Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the U.S. Borrower or the Belgian Borrower (or any other party Person on behalf of the such Borrower) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the U.S. Borrower or the Belgian Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not constitute a Loan and shall not relieve the applicable Borrower of any default in the payment thereofits obligation to repay such Swingline Loan.
Appears in 3 contracts
Sources: Incremental Facility Agreement (Ingevity Corp), Incremental Facility Agreement (Ingevity Corp), Credit Agreement (Ingevity Corp)
Swingline Loans. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth hereinforth, each Swingline Lender agrees agrees, severally and not jointly, at any time and from time to time on and after the Effective Date and until the earlier of the Business Day immediately preceding the Revolving Credit Maturity Date and the termination of the Swingline Commitment of such Swingline Lender, (i) to make available to any Swingline Borrower Swingline Loans (“Quoted Swingline Loans”) on the basis of quoted interest rates (each, a “Quoted Swingline Rate”) furnished by such Swingline Lender from time to time in its discretion to such Swingline Borrower (through the Administrative Agent) and accepted by such Swingline Borrower in its discretion and (ii) to make Swingline Loans (“ABR Swingline Loans”) to any Swingline Borrower bearing interest at a rate equal to the Borrower from time to time during the Availability Period in U.S. Dollars, Alternate Base Rate in an aggregate principal amount at any time (in the case of this clause (ii)) not to exceed such Swingline Lender’s Swingline Commitment; provided, that after giving effect to each Swingline Loan, the Total Facility Exposure shall not exceed the Total Commitment then in effect. The aggregate outstanding that will not result in (x) the aggregate principal amount of outstanding the Quoted Swingline Loans exceeding of any Swingline Lender, when added to the Swingline Commitment, (y) aggregate outstanding principal amount of the outstanding ABR Swingline Loans of such Swingline Lender exceeding Lender, may exceed such Swingline Lender’s Swingline Commitment; provided, that in no event shall the aggregate outstanding principal amount of the Swingline Loans exceed the aggregate Swingline Commitments then in effect. Each Quoted Swingline Loan shall be made only by the Swingline Lender furnishing the relevant Quoted Swingline Rate. Each ABR Swingline Loan shall be made by the Swingline Lenders ratably in accordance with their respective Swingline Percentages. The Swingline Loans shall be made in a minimum aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof (z) or an aggregate principal amount equal to the Revolving Facility Credit Exposure exceeding remaining balance of the total Revolving Facility available Swingline Commitments; provided that no ). Each Swingline Lender shall be required to make a the portion of each Swingline Loan to refinance an outstanding be made by it available to any Swingline Borrowing. Within the foregoing limits and subject Borrower by means of a credit to the terms and conditions set forth hereingeneral deposit account of such Swingline Borrower with the Administrative Agent or, with notice to the Administrative Agent, a wire transfer, at the expense of such Swingline Borrower, to an account designated in writing by such Swingline Borrower, in each case by 3:30 p.m., New York City time, on the date such Swingline Loan is requested to be made pursuant to paragraph (b) below, in immediately available funds. Each Swingline Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans on or after the Effective Date and prior to the Revolving Credit Maturity Date (or such earlier date on which the Commitments shall be ABR Loans under this Agreementterminate in accordance herewith) on the terms and subject to the conditions and limitations set forth herein.
(b) To request a The relevant Swingline Borrowing, the Borrower shall notify give the Swingline Lenders Administrative Agent telephonic, written or telecopy notice substantially in the form of Exhibit B-5 (in the case of telephonic notice, such request by telephone (notice shall be promptly confirmed by a Swingline Borrowing Request by telecopy) not no later than 11:00 a.m.2:30 p.m., New York City time (or, in the case of a proposed Quoted Swingline Loan, 12:00 noon, New York City time), on the day of the a proposed Swingline BorrowingLoan. Each such Such notice and Swingline Borrowing Request shall be delivered on a Business Day, shall be irrevocable (subject, in the case of Quoted Swingline Loans, to receipt by the relevant Swingline Borrower of Quoted Swingline Rates acceptable to it) and shall refer to this Agreement and shall specify (i) the requested date (which shall be a Business Day), (ii) the and amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan. The Administrative Agent shall promptly advise the Swingline Lenders of any notice received from any Swingline Borrower pursuant to this paragraph (b). In the event that a Swingline Borrower accepts a Quoted Swingline Rate in respect of a proposed Quoted Swingline Loan, and it shall notify the Administrative Agent (ivwhich shall in turn notify the relevant Swingline Lender) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 such acceptance no later than 2:30 p.m., New York City time, to on the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)relevant borrowing date.
(c) In the event that any ABR Swingline Loan shall be outstanding for more than five Business Days, the Administrative Agent shall, on behalf of the relevant Swingline Borrower (which hereby irrevocably directs and authorizes the Administrative Agent to act on its behalf), request each Lender, including the Swingline Lenders, to make an ABR Revolving Credit Loan in an amount equal to such Lender’s Revolving Credit Percentage of the principal amount of such ABR Swingline Loan. Unless an event described in Article VI, paragraph (f) or (g), has occurred and is continuing, each Lender will make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the account of the Swingline Lenders at the office of the Administrative Agent prior to 12:00 noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the ABR Swingline Loans.
(d) A Swingline Lender that has made an ABR Swingline Loan to a Borrower may at any time and for any reason, so long as Revolving Credit Loans have not been made pursuant to Section 2.6(c) to repay such ABR Swingline Loan as required by said Section, by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., 12:00 noon New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding such unrefunded ABR Swingline Loans (the “Unrefunded Swingline Loans”), and each Lender severally, unconditionally and irrevocably agrees that it shall purchase an undivided participating interest in such ABR Swingline Loan in an amount equal to the amount of the Revolving Credit Loan which otherwise would have been made by itsuch Lender pursuant to Section 2.6(c), which purchase shall be funded by the time such Revolving Credit Loan would have been required to be made pursuant to Section 2.6(c). Such notice In the event that the Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (d), each Lender shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay immediately transfer to the Administrative Agent Agent, for the account of the applicable such Swingline Lender, in immediately available funds, the amount of its participation. Any Lender holding a participation in an Unrefunded Swingline Loan may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the relevant Swingline Borrower to such Revolving Facility Lender by reason thereof as fully as if such Lender had made a Loan directly to such Swingline Borrower in the amount of such participation.
(e) Whenever, at any time after any Swingline Lender has received from any Lender such Lender’s Revolving Facility Percentage of participating interest in an ABR Swingline Loan, such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges receives any payment on account thereof, such Swingline Lender will promptly distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and agrees funded); provided, however, that its respective in the event that such payment received by such Swingline Lender is required to be returned, such Lender will return to such Swingline Lender any portion thereof previously distributed by such Swingline Lender to it.
(f) Notwithstanding anything to the contrary in this Agreement, each Lender’s obligation to acquire participations make the Revolving Credit Loans referred to in Swingline Loans Section 2.6(c) and to purchase and fund participating interests pursuant to this paragraph is Section 2.6(d) shall be absolute and unconditional and shall not be affected by any circumstance circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender or any Swingline Borrower may have against any Swingline Lender, any Swingline Borrower or any other Person for any reason whatsoever, including ; (ii) the occurrence and or continuance of a Default or reduction an Event of Default (other than an Event of Default described in Article VI, paragraph (f) or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds(g), in the same manner as provided case of each Lender’s obligation to make Revolving Credit Loans pursuant to Section 2.6(c)) or the failure to satisfy any of the conditions specified in Section 2.06 with respect Article IV; (iii) any adverse change in the condition (financial or otherwise) of CBS or any of its Subsidiaries; (iv) any breach of this Agreement by any Borrower or any Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to Loans made by such Revolving Facility Lender any of the foregoing.
(and Section 2.06 shall apply, mutatis mutandis, g) Upon written or telecopy notice to the payment obligations Swingline Lenders and to the Administrative Agent, CBS may at any time terminate, from time to time in part reduce, or from time to time (with the approval of the relevant Swingline Lender) increase, the Swingline Commitment of any Swingline Lender. At any time when there shall be fewer than ten Swingline Lenders), CBS may appoint from among the Lenders a new Swingline Lender, subject to the prior consent of such new Swingline Lender and prior notice to the Administrative Agent Agent, so long as at no time shall promptly pay there be more than ten Swingline Lenders. Notwithstanding anything to the applicable contrary in this Agreement, (i) if any ABR Swingline Lender Loans shall be outstanding at the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower time of any participations termination, reduction, increase or appointment pursuant to the preceding two sentences, the Swingline Borrowers shall on the date thereof prepay or borrow ABR Swingline Loans to the extent necessary to ensure that at all times the outstanding ABR Swingline Loans held by the Swingline Lenders shall be pro rata according to the respective Swingline Commitments of the Swingline Lenders and (ii) in no event may the aggregate Swingline Commitments exceed $200,000,000. On the date of any termination or reduction of the Swingline Loan acquired Commitments pursuant to this paragraph (cg), and thereafter payments by the Borrower Swingline Borrowers shall pay or prepay so much of the Swingline Loans as shall be necessary in respect order that, after giving effect to such termination or reduction, (i) the aggregate outstanding principal amount of the ABR Swingline Loans of any Swingline Lender will not exceed the Swingline Commitment of such Swingline Lender and (ii) the aggregate outstanding principal amount of all Swingline Loans will not exceed the aggregate Swingline Commitments.
(h) Each Swingline Borrower may prepay any Swingline Loan in whole or in part at any time without premium or penalty; provided, that such Swingline Borrower shall be made to have given the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower written or telecopy notice (or any other party telephone notice promptly confirmed in writing or by telecopy) of such prepayment not later than 10:30 a.m., New York City time, on behalf of the Borrower) in respect of a Swingline Loan after receipt Business Day designated by such Swingline Lender of the proceeds of a sale of participations therein Borrower for such prepayment; and provided, further, that each partial payment shall be remitted promptly in an amount that is an integral multiple of $1,000,000. Each notice of prepayment under this paragraph (h) shall specify the prepayment date and the principal amount of each Swingline Loan (or portion thereof) to be prepaid, shall be irrevocable and shall commit such Swingline Borrower to prepay such Swingline Loan (or portion thereof) in the amount stated therein on the date stated therein. All prepayments under this paragraph (h) shall be accompanied by accrued interest on the principal amount being prepaid to the Administrative Agent; any such amounts received by the Administrative Agent date of payment. Each payment of principal of or interest on ABR Swingline Loans shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lenderallocated, as between the Swingline Lenders, pro rata in accordance with their interests may appear; provided that any such payment so remitted shall be repaid to such respective Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofPercentages.
Appears in 3 contracts
Sources: Credit Agreement (CBS Corp), Credit Agreement (CBS Corp), Three Year Credit Agreement (CBS Corp)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make Swingline Loans in Dollars to the Borrower Company from time to time during the Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding that will not result in (x) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment, Commitment or (y) the outstanding Swingline Loans Dollar Amount of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Company may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(b) To request a Swingline Borrowing, the Borrower Company shall notify the Administrative Agent and the Swingline Lenders Lender of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m., New York City time on the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, Loan and (iv) the location and number of the BorrowerCompany’s account to which funds are to be disbursed. Each The Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower Company (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving an L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).
(c) A The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower Company of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the Borrower Company (or any other party on behalf of the BorrowerCompany) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower Company for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower Company of any default in the payment thereof.
Appears in 3 contracts
Sources: Credit Agreement (Chart Industries Inc), Credit Agreement (Chart Industries Inc), Credit Agreement (Chart Industries Inc)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period in U.S. Dollars, in an aggregate principal amount at any time outstanding that will not result in (xi) the aggregate principal amount of the outstanding Swingline Loans exceeding $50,000,000, (ii) the aggregate principal amount of outstanding Swingline Loans of any Swingline Lender exceeding the Swingline Commitment of such Swingline Lender, (iii) the Revolving Credit Exposure of any Lender exceeding its Commitment, (yiv) the outstanding sum of the Revolving Credit Exposures of all the Lenders exceeding the sum of the Commitments of all the Lenders or (v) the sum of the Swingline Exposure attributable to Swingline Loans maturing after any Existing Maturity Date and the LC Exposure attributable to Letters of Credit expiring after such Existing Maturity Date exceeding the sum of the Commitments that shall have been extended to a date after the latest maturity date of such Swingline Lender exceeding Loans and the latest expiration date of such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding the total Revolving Facility CommitmentsLetters of Credit; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All The failure of any Swingline Lender to make any Swingline Loan required to be made by it shall not relieve any other Swingline Lender of its obligations hereunder; provided that the Swingline Commitments of the Swingline Lenders are several and no Swingline Lender shall be responsible for any other Swingline Lender’s failure to make Swingline Loans shall be ABR Loans under this Agreementas required.
(b) To request a Swingline Borrowing, the Borrower shall notify the Administrative Agent and each applicable Swingline Lenders Lender of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m.2:30 p.m., New York City time time, on the day of the proposed Swingline Borrowing. Each such notice and Swingline telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Request in a form approved by the Administrative Agent and each applicable Swingline Lender and signed by the Borrower. Each such telephonic and written Borrowing Request shall specify (i) the Swingline Lender or Swingline Lenders that are requested to provide the requested Swingline Borrowing, the requested date (which shall be a Business Day), (ii) and the amount of the requested Swingline Borrowing, (iii) the term of such Loan to be made by each Swingline Loan, Lender and (iv) the location and number of the Borrower’s account of the Borrower to which funds are to be disburseddisbursed or, in the case of any Swingline Borrowing requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), the identity of the Issuing Bank that has made such LC Disbursement. Promptly following the receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each applicable Swingline Lender of the details thereof and of the amount of such Swingline Lender’s Swingline Loan to be made as part of the requested Swingline Borrowing. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on available to the proposed date thereof Borrower by means of a wire transfer of immediately available funds to the account specified in such Borrowing Request or to the applicable Issuing Bank, as the case may be, by 3:00 4:00 p.m., New York City time, to on the account requested date of the Borrower (or, in the case of a such Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)Loan.
(c) A Any Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m.12:00 p.m., New York City time time, on any Business Day, Day require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itsuch Swingline Lender. Such notice shall specify the aggregate amount of the Swingline Loans made by such Swingline Loans Lender in which the Revolving Facility Lenders will be required to participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agreesagrees to pay, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that, in making any Swingline Loan, each Swingline Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.03. Each Lender further acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or any reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the LendersLenders pursuant to this paragraph), and the Administrative Agent shall promptly pay remit to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a any Swingline Lender from the Borrower (or any other party Persons on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not constitute a Loan and shall not relieve the Borrower of its obligations to repay such Swingline Loan.
(d) From time to time, the Borrower may by notice to the Administrative Agent and the Lenders designate as additional Swingline Lenders one or more Lenders or Affiliates of a Lender or Lenders that agree to serve in such capacity as provided below. The acceptance by a Lender or such Affiliate of any default appointment as a Swingline Lender hereunder shall be evidenced by a written agreement among the Borrower, the Administrative Agent and such accepting Lender or Affiliate, which shall set forth the Swingline Commitment of such Lender or Affiliate, and, from and after the effective date of such agreement, (i) such Lender or Affiliate shall have all the rights and obligations of a Swingline Lender under this Agreement and the other Loan Documents and (ii) references herein and in the payment thereofother Loan Documents to the term “Swingline Lender” shall be deemed to include such Lender or Affiliate in its capacity as a Swingline Lender.
Appears in 3 contracts
Sources: Revolving Credit Agreement (Hess Midstream Partners LP), Revolving Credit Agreement (Hess Midstream Partners LP), Revolving Credit Agreement (Hess Midstream Partners LP)
Swingline Loans. (a) Subject The Administrative Agent, the Swingline Lender and the Revolving Lenders agree that in order to facilitate the administration of this Agreement and the other Loan Documents, promptly after the Borrower Representative requests an ABR Borrowing, the Swingline Lender may elect to have the terms of this Section 2.05(a) apply to such Borrowing Request by advancing, on behalf of the Revolving Lenders and in the amount requested, same day funds to the Borrowers on the applicable Borrowing date to the Funding Account(s) (each such Loan made solely by the Swingline Lender pursuant to this Section 2.05(a) is referred to in this Agreement as a “Swingline Loan”), with settlement among them as to the Swingline Loans to take place on a periodic basis as set forth in Section 2.05(c). Each Swingline Loan shall be subject to all the terms and conditions set forth hereinapplicable to other ABR Loans funded by the Revolving Lenders, each except that all payments thereon shall be payable to the Swingline Lender agrees to make Swingline Loans to solely for its own account. In addition, during any Dominion Trigger Period, the Borrower from time to time during the Availability Period in U.S. Dollars, in an aggregate principal amount at any time outstanding that will not result in (x) the aggregate principal amount of outstanding Swingline Loans exceeding Borrowers hereby authorize the Swingline CommitmentLender to, (y) and the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and shall, subject to the terms and conditions set forth hereinherein (but without any further written notice required), not later than 1:00 p.m., Atlanta time, on each Business Day, make available to the Borrowers by means of a credit to the Funding Account(s), the Borrower may borrow, prepay and reborrow proceeds of a Swingline LoansLoan to the extent necessary to pay items to be drawn on any Operating Account that day (as determined based on notice from the Administrative Agent). The aggregate amount of Swingline Loans outstanding at any time shall not exceed $30,000,000. The Swingline Lender shall not make any Swingline Loan if the requested Swingline Loan exceeds Availability (before giving effect to such Swingline Loan) or if the Required Lenders have notified the Swingline Lender in writing that the conditions to a Borrowing in Section 4.02 are not satisfied. All Swingline Loans shall be ABR Loans under this AgreementBorrowings.
(b) To request Upon the making of a Swingline BorrowingLoan (whether before or after the occurrence of a Default and regardless of whether a Settlement has been requested with respect to such Swingline Loan), each Revolving Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Swingline Lender without recourse or warranty, an undivided interest and participation in such Swingline Loan in proportion to its Applicable Percentage of the Commitments. The Swingline Lender may, at any time, require the Revolving Lenders to fund their participations. From and after the date, if any, on which any Revolving Lender is required to fund its participation in any Swingline Loan purchased hereunder, the Borrower Administrative Agent shall notify promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Loan.
(c) The Administrative Agent, on behalf of the Swingline Lender, shall request settlement (a “Settlement”) with the Revolving Lenders on at least a weekly basis or on any date that the Administrative Agent elects, by notifying the Revolving Lenders of such request requested Settlement by telephone facsimile, telephone, or e-mail no later than 12:00 noon Atlanta time on the date of such requested Settlement (confirmed by a the “Settlement Date”). Each Revolving Lender (other than the Swingline Borrowing Request by telecopyLender, in the case of the Swingline Loans) shall transfer the amount of such Revolving Lender’s Applicable Percentage of the outstanding principal amount of the applicable Loan with respect to which Settlement is requested to the Administrative Agent, to such account of the Administrative Agent as the Administrative Agent may designate, not later than 11:00 a.m.2:00 p.m., New York City time Atlanta time, on such Settlement Date. Settlements may occur during the day existence of a Default and whether or not the applicable conditions precedent set forth in Section 4.02 have then been satisfied. Such amounts transferred to the Administrative Agent shall be applied against the amounts of the proposed Swingline Borrowing. Each such notice and Lender’s Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day)Loans and, (ii) the amount of the requested together with Swingline Borrowing, (iii) the term Lender’s Applicable Percentage of such Swingline Loan, and (iv) the location and number shall constitute Revolving Loans of the Borrower’s account to which funds are to be disbursedsuch Revolving Lenders, respectively. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).
(c) A Swingline Lender may by written notice given If any such amount is not transferred to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on by any Business Day, require the Revolving Facility Lenders to acquire participations Lender on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such noticeSettlement Date, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility entitled to recover such amount on demand from such Lender shall comply together with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner interest thereon as provided specified in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof2.07.
Appears in 2 contracts
Sources: Credit Agreement (Interline Brands, Inc./De), Credit Agreement (Interline Brands, Inc./De)
Swingline Loans. (a) Subject to the terms and conditions set forth hereinof this Agreement, each the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period in U.S. DollarsCommitment Period; provided, in an aggregate principal amount at any time outstanding that will not result in (x) the aggregate principal amount of all outstanding Swingline Loans exceeding (after giving effect to any amount requested), shall not exceed the lesser of (i) the Aggregate Revolving Credit Commitments less the sum of all outstanding Revolving Credit Loans and the LC Obligations and (ii) the Swingline Commitment, (y) ; provided further that the outstanding Swingline Loans of such Swingline Lender exceeding will not make a Swingline Loan from and after the date which is one (1) day after it has received written notice from the Borrower or any Revolving Credit Lender that one or more of the applicable conditions to Credit Extensions specified in Section 4.02 is not then satisfied until such Swingline Lender’s Swingline Commitments conditions are satisfied or waived in accordance with the provisions of this Agreement (z) and the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall be required entitled to make a conclusively rely on any such notice and shall have no obligation to independently investigate the accuracy of such notice and shall have no liability to the Borrower in respect thereof if such notice proves to be inaccurate). The aggregate amount of Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and Loans in any Borrowing shall not be subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreementa minimum amount or increment.
(b) To request Swingline Loans shall be refunded by the Revolving Credit Lenders on demand by the Swingline Lender. Such refundings shall be made by each Revolving Credit Lender in accordance with its Applicable Percentage and shall thereafter be reflected as Revolving Credit Loans of the Revolving Credit Lenders on the books and records of the Administrative Agent. Each Revolving Credit Lender shall fund its Applicable Revolving Credit Percentage of Revolving Credit Loans as required to repay Swingline Loans outstanding to the Swingline Lender upon demand by the Swingline Lender but in no event later than 1:00 p.m. on the next succeeding Business Day after such demand is made. No Revolving Credit Lender’s obligation to fund its Applicable Revolving Credit Percentage of a Swingline Borrowing, the Borrower shall notify the Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m., New York City time on the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request Loan shall be irrevocable and shall specify (i) the requested date (which shall be affected by any other Revolving Credit Lender’s failure to fund its Applicable Revolving Credit Percentage of a Business Day), (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number nor shall any Revolving Credit Lender’s Applicable Percentage be increased as a result of the Borrower’s account any such failure of any other Revolving Credit Lender to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, in the case fund its Applicable Percentage of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)Loan.
(c) A The Borrower shall pay to the Swingline Lender may the amount of each Swingline Loan (unless such Swingline Loan is fully refunded by written notice given the Revolving Credit Lenders pursuant to Section 2.02(b)), on demand and in no event later than the Revolving Credit Maturity Date. In addition, the Borrower hereby authorizes the Administrative Agent to charge any account maintained by the Borrower with the Swingline Lender (and up to the other amount available therein) in order to immediately pay the Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require Lender the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans Loans. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in which bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all the Revolving Facility Credit Lenders will participate. Promptly upon receipt in accordance with their Applicable Revolving Credit Percentages (unless the amounts so recovered by or on behalf of such notice, the Borrower pertain to a Swingline Loan extended after the occurrence and during the continuance of an Event of Default of which the Administrative Agent will give has received notice thereof in the manner required pursuant to each Section 10.02 and which such LenderEvent of Default has not been waived by the Majority Lenders or the Lenders, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. as applicable).
(d) Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Credit Lender acknowledges and agrees that its respective obligation to acquire participations in refund Swingline Loans pursuant to in accordance with the terms of this paragraph Section 2.02 is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination including, without limitation, non-satisfaction of the Commitmentsconditions set forth in Article IV. Further, each Revolving Credit Lender agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section 2.02, one of the events described in subsections (j)(i), (j)(ii) or (j)(iii) of Section 8.01 shall have occurred, each Revolving Credit Lender will, on the date the applicable Revolving Credit Loan would have been made, purchase an undivided, irrevocable and unconditional participating interest in the Swingline Loans to be refunded in an amount equal to its Applicable Revolving Credit Percentage of the aggregate amount of such payment shall be made without any offset, abatement, withholding or reduction whatsoeverSwingline Loans. Each Revolving Facility Credit Lender shall comply with its obligation under this paragraph by wire will immediately transfer of to the Swingline Lender, in immediately available funds, the amount of its participation, and upon receipt thereof, the Swingline Lender will deliver to such Revolving Credit Lender a certificate evidencing such participation dated the date of receipt of such funds and for such amount. Whenever, at any time after the Swingline Lender has received from any Revolving Credit Lender such Revolving Credit Lender’s participating interest in a Swingline Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Revolving Credit Lender its participating interest in such amount (appropriately adjusted, in the same manner as provided in Section 2.06 with respect case of interest payments, to Loans made by reflect the period of time during which such Revolving Facility Lender (Credit Lender’s participating interest was outstanding and funded). Notwithstanding the foregoing provisions of this Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders2.02(d), and the Administrative Agent shall promptly pay to the applicable Swingline a Revolving Credit Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant no obligation to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in refund a Swingline Loan pursuant to this paragraph Section 2.02(b) if (i) a Default shall exist at the time such refunding is requested by the Swingline Lender, (ii) such Default had occurred and was continuing at the time such Swingline Loan was made by the Swingline Lender and (ii) such Revolving Credit Lender notified the Swingline Lender in writing, not relieve less than one Business Day prior to the Borrower making by the Swingline Lender of any default in the payment thereofsuch Swingline Loan, that such Default has occurred and is continuing and that such Revolving Credit Lender will not refund Swingline Loans made while such Default is continuing.
Appears in 2 contracts
Sources: Credit Agreement (Energy Transfer Equity, L.P.), Credit Agreement (Energy Transfer Equity, L.P.)
Swingline Loans. (ai) Subject to the terms and conditions set forth herein, each Swingline Lender Lender, in reliance on the agreements of the Revolving Credit Lenders set forth in this Section 2.01(c), agrees to make Swingline Loans to the Borrower Borrowers in Dollars from time to time on any Business Day during the Revolving Availability Period in U.S. DollarsPeriod, in an aggregate principal amount not to exceed at any time outstanding that will not result in such Lender’s Swingline Sublimit; provided that, after giving effect to any Swingline Loan, (xA) the aggregate principal amount of all outstanding Revolving Credit Loans, LC Exposure and Swingline Loans shall not exceed the Aggregate Maximum Revolving Credit Amount and (B) the sum of the aggregate principal amount of all outstanding Revolving Credit Loans of a Revolving Credit Lender, plus such Lender’s LC Exposure, plus such Lender’s Revolving Credit Percentage Share of the aggregate principal amount of all outstanding Swingline Loans exceeding shall not exceed such Lender’s Maximum Revolving Credit Amount and (C) the aggregate principal amount of all outstanding Swingline Loans shall not exceed the Swingline Commitment, (y) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(b) To request Immediately upon the making of a Swingline Borrowing, the Borrower shall notify the Swingline Lenders of such request by telephone (confirmed Loan by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m.Lender, New York City time on the day each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such Swingline Lender a participation in such Swingline Loan in an amount equal to such Revolving Credit Lender’s Revolving Credit Percentage Share of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, . All Borrowers shall be jointly and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement severally liable as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).
(c) A Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in borrowers for all or a portion of the outstanding Swingline Loans made by it. Such regardless of which Borrower delivers a notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan borrowing or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of receives the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
Appears in 2 contracts
Sources: Credit Agreement (NPC Restaurant Holdings, LLC), Credit Agreement (NPC Operating Co B, Inc.)
Swingline Loans. (a) Subject to the terms and conditions herein set forth hereinforth, each (i) the US Swingline Lender agrees to make Swingline Loans loans to the Borrower in US Dollars at any time and from time to time during on or after the Availability Period in U.S. Dollars, Effective Date and until the termination of its US Swingline Commitment in an aggregate principal amount at any time outstanding that will not result in (x) the aggregate principal amount of outstanding all US Swingline Loans exceeding $30,000,000 in the Swingline Commitment, aggregate or (y) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Aggregate US Revolving Facility Credit Exposure exceeding the total Total US Revolving Facility CommitmentsCredit Commitment and (ii) the Multicurrency Swingline Lender agrees to make loans to the Borrower in the Available Currency requested by the Borrower at any time and from time to time on or after the Effective Date and until the termination of its Multicurrency Swingline Commitment in an aggregate Principal Amount at any time outstanding that will not result in (x) the Principal Amount of all Multicurrency Swingline Loans exceeding $15,000,000 in the aggregate or (y) the Aggregate Multicurrency Revolving Credit Exposure exceeding the Total Multicurrency Revolving Credit Commitment; provided that notwithstanding the foregoing, no Swingline Lender shall be required obligated to make any US Swingline Loans or Multicurrency Swingline Loans at a time when a US Revolving Credit Lender or Multicurrency Revolving Credit Lender, as the case may be, is a Defaulting Lender, unless such Swingline Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate such Swingline Lender’s risk with respect to the Defaulting Lender’s participation in such Swingline Loans, including by Cash Collateralizing such Defaulting Lender’s Pro Rata Percentage of the outstanding amount of US Swingline Loans or Multicurrency Swingline Loans, as the case may be (which Cash Collateralization may be made with the proceeds of a simultaneous borrowing of additional Swingline Loans incurred from Non-Defaulting Lenders and otherwise in compliance with the provisions of this Section 2.23). Each Swingline Loan shall be in a principal amount not less than the Minimum Applicable Borrowing Amount. Each Swingline Commitment may be terminated or reduced from time to refinance an outstanding Swingline Borrowingtime as provided herein. Within the foregoing limits and subject to the terms and conditions set forth hereinlimits, the Borrower may borrow, pay or prepay and reborrow Swingline Loans. All Loans hereunder and the Borrower may borrow, pay or prepay and reborrow Multicurrency Swingline Loans shall be ABR Loans under this Agreementhereunder, in each case, subject to the terms, conditions and limitations set forth herein.
(b) To request a Swingline Borrowing, the The Borrower shall notify the applicable Swingline Lenders of such request Lender by fax, or by telephone (promptly confirmed by a Swingline Borrowing Request by telecopy) fax), not later than 11:00 a.m., New York City time 1:00 p.m. on the day of the a proposed Swingline BorrowingLoan. Each such Such notice and Swingline Borrowing Request shall be delivered on a Business Day, shall be irrevocable and shall refer to this Agreement and shall specify (i) the requested date (which shall be a Business Day), (ii) the and amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan available to be made the Borrower by it hereunder in accordance with Section 2.02(a) means of a credit to an account designated by the Borrower promptly on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, in the case of a such Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)Loan is so requested.
(c) A The Borrower shall have the right at any time and from time to time to prepay any Swingline Loan made to it, in whole or in part, upon giving written or fax notice by the Borrower (or telephone notice promptly confirmed by written, or fax notice) to the relevant Swingline Lender before 1:00 p.m. on the date of prepayment at such Swingline Lender’s address for notices specified in Section 9.01; provided that any such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
(d) Each US Swingline Loan shall be an ABR Loan and, subject to the provisions of Section 2.07, shall bear interest as provided in Section 2.06(a). Each Multicurrency Swingline Loan shall be an ABR Loan (if denominated in US Dollars) or a Canadian Prime Rate Loan (if denominated in Canadian Dollars) and, subject to the provisions of Section 2.07, shall bear interest as provided in Section 2.06(a) or (b), as the case may be.
(e) The US Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time 11:00 a.m. on any Business Day, Day require the US Revolving Facility Credit Lenders to acquire participations on such Business Day in all or a portion of the outstanding US Swingline Loans made by itoutstanding. Such notice shall specify the aggregate amount of such US Swingline Loans in which the US Revolving Facility Credit Lenders will participate. Promptly The Administrative Agent will, promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such US Revolving Credit Lender, specifying in such notice such Lender’s Revolving Facility Pro Rata Percentage of such US Swingline Loan or LoansLoan. Each In furtherance of the foregoing, each US Revolving Facility Credit Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable US Swingline Lender, such US Revolving Facility Credit Lender’s Revolving Facility Pro Rata Percentage of such US Swingline Loan or LoansLoan. Each US Revolving Facility Credit Lender acknowledges and agrees that its respective obligation to acquire participations in US Swingline Loans pursuant to this paragraph Section 2.23(e) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination an Event of the CommitmentsDefault, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each US Revolving Facility Credit Lender shall comply with its obligation under this paragraph Section 2.23(e) by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 2.02(c) with respect to US Revolving Loans made by such Revolving Facility Lender (and Section 2.06 2.02(c) shall apply, mutatis mutandis, to the payment obligations of the Lenders), ) and the Administrative Agent shall promptly pay to the applicable US Swingline Lender the amounts so received by it from the US Revolving Facility Credit Lenders. The Administrative Agent shall notify the Borrower of any participations in any US Swingline Loan acquired pursuant to this paragraph (c), Section 2.23(e) and thereafter payments by the Borrower in respect of such US Swingline Loan shall be made to the Administrative Agent and not to the applicable US Swingline Lender. Any amounts received by a the US Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a US Swingline Loan after receipt by such the US Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall and be remitted promptly distributed by the Administrative Agent to the US Revolving Facility Credit Lenders that shall have made their payments pursuant to this paragraph Section 2.23(e) and to such the US Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a US Swingline Loan pursuant to this paragraph Section 2.23(e) shall not relieve the Borrower (or other party liable for obligations of the Borrower) of any default in the payment thereof.
(f) The Multicurrency Swingline Lender may by written notice given to the Administrative Agent not later than 11:00 a.m. on any Business Day require the Multicurrency Revolving Credit Lenders to acquire participations on such Business Day in all or a portion of the Multicurrency Swingline Loans outstanding. Such notice shall specify the aggregate amount (and the relevant currency) of Multicurrency Swingline Loans in which Multicurrency Revolving Credit Lenders will participate. The Administrative Agent will, promptly upon receipt of such notice, give notice to each Multicurrency Revolving Credit Lender, specifying in such notice such Lender’s Pro Rata Percentage of such Multicurrency Swingline Loan. In furtherance of the foregoing, each Multicurrency Revolving Credit Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent in the Applicable Currency, for the account of the Multicurrency Swingline Lender, such Multicurrency Revolving Credit Lender’s Pro Rata Percentage of such Multicurrency Swingline Loan. Each Multicurrency Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations in Multicurrency Swingline Loans pursuant to this Section 2.23(f) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Multicurrency Revolving Credit Lender shall comply with its obligation under this Section 2.23(f) by wire transfer of immediately available funds in the Applicable Currency, in the same manner as provided in Section 2.02(c) with respect to Multicurrency Revolving Loans made by such Lender in the relevant Available Currency (and Section 2.02(c) shall apply, mutatis mutandis, to the payment obligations of the Multicurrency Revolving Credit Lenders) and the Administrative Agent shall promptly pay to the Multicurrency Swingline Lender the amounts so received by it from the Multicurrency Revolving Credit Lenders. The Administrative Agent shall notify the Borrower of any participations in any Multicurrency Swingline Loan acquired pursuant to this Section 2.23(f) and thereafter payments in respect of such Multicurrency Swingline Loan shall be made to the Administrative Agent and not to the Multicurrency Swingline Lender. Any amounts received by the Multicurrency Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Multicurrency Swingline Loan after receipt by the Multicurrency Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent and be distributed by the Administrative Agent to the Multicurrency Revolving Credit Lenders that shall have made their payments pursuant to this Section 2.23(f) and to the Multicurrency Swingline Lender, as their interests may appear. The purchase of participations in a Multicurrency Swingline Loan pursuant to this Section 2.23(f) shall not relieve the Borrower (or other party liable for obligations of the Borrower) of any default in the payment thereof.
Appears in 2 contracts
Sources: Credit Agreement (Ceridian HCM Holding Inc.), Credit Agreement (Ceridian HCM Holding Inc.)
Swingline Loans. (a) Subject to the terms and conditions set forth hereinof this Agreement, each the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Commitment Period in U.S. Dollars, in an aggregate principal amount not to exceed at any time outstanding the amount of the Swingline Sublimit, notwithstanding the fact that will not result in such Swingline Loans, when aggregated with the Applicable Percentage of the outstanding amount of Loans and LC Obligations of the Lender acting as Swingline Lender, may exceed the amount of such Lender’s Revolving Credit Loan Commitment; provided, that after giving effect to any amount requested, (xi) the aggregate principal amount of all outstanding Swingline Loans exceeding does not exceed the Aggregate Revolving Credit Loan Commitments, and (ii) the aggregate outstanding amount of the Loans of any Lender, plus such Lender’s Applicable Percentage of the outstanding amount of all LC Obligations, plus such Lender’s Applicable Percentage of the outstanding amount of all Swingline Loans does not exceed such ▇▇▇▇▇▇’s Revolving Credit Loan Commitment; provided further that the Swingline Commitment, Lender will not make a Swingline Loan from and after the date which is one (y1) day after it has received irrevocable written notice from the outstanding Swingline Loans Borrower or any Lender that one or more of the applicable conditions to Credit Extensions specified in Section 4.02 is not then satisfied until such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments conditions are satisfied or waived in accordance with the provisions of this Agreement (z) and the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall be required entitled to make a conclusively rely on any such notice and shall have no obligation to independently investigate the accuracy of such notice and shall have no liability to the Borrower in respect thereof if such notice proves to be inaccurate). Each Swingline Loan to refinance an outstanding shall be a Base Rate Loan. The aggregate amount of Swingline Borrowing. Within the foregoing limits and Loans in any Borrowing shall not be subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreementa minimum amount or increment.
(b) To request Swingline Loans shall be refunded by the Lenders on demand by the Swingline Lender. Such refundings shall be made by each Lender in accordance with its Applicable Percentage and shall thereafter be reflected as Loans of the Lenders on the books and records of the Administrative Agent. Each Lender shall fund its Applicable Percentage of Revolving Credit Loans as required to repay Swingline Loans outstanding to the Swingline Lender upon demand by the Swingline Lender but in no event later than 1:00 p.m. on the next succeeding Business Day after such demand is made. No Lender’s obligation to fund its Applicable Percentage of a Swingline Borrowing, the Borrower shall notify the Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m., New York City time on the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request Loan shall be irrevocable and shall specify (i) the requested date (which shall be affected by any other Lender’s failure to fund its Applicable Percentage of a Business Day), (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number nor shall any Lender’s Applicable Percentage be increased as a result of the Borrower’s account any such failure of any other Lender to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, in the case fund its Applicable Percentage of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)Loan.
(c) A The Borrower shall pay to the Swingline Lender may the amount of each Swingline Loan (unless such Swingline Loan is fully refunded by written notice given the Lenders pursuant to Section 2.02(b)): on the earliest to occur of (i) demand by the Swingline Lender and (ii) the Revolving Credit Loan Maturity Date. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all the Lenders in accordance with their Applicable Percentages (unless the amounts so recovered by or on behalf of the Borrower pertain to a Swingline Loan extended after the occurrence and during the continuance of an Event of Default of which the Administrative Agent has received notice in the manner required pursuant to Section 10.02 and which such Event of Default has not been waived by the Majority Lenders or the Lenders, as applicable).
(and to the other Swingline Lendersd) not later than 10:00 a.m., New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in refund Swingline Loans pursuant to in accordance with the terms of this paragraph Section 2.02 is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination including, without limitation, non-satisfaction of the Commitmentsconditions set forth in Article IV. Further, each Lender agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section 2.02, one of the events described in subsections (i)(i), (i)(ii) or (i)(iii) of Section 8.01 shall have occurred, each Lender will, on the date the applicable Revolving Credit Loan would have been made, purchase an undivided, irrevocable and unconditional participating interest in the Swingline Loans to be refunded in an amount equal to its Applicable Percentage of the aggregate amount of such payment shall be made without any offset, abatement, withholding or reduction whatsoeverSwingline Loans. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire will immediately transfer of to the Swingline Lender, in immediately available funds, the amount of its participation, and upon receipt thereof, the Swingline Lender will deliver to such Lender a certificate evidencing such participation dated the date of receipt of such funds and for such amount. Whenever, at any time after the Swingline Lender has received from any Lender such ▇▇▇▇▇▇’s participating interest in a Swingline Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Lender its participating interest in such amount (appropriately adjusted, in the same manner as provided in case of interest payments, to reflect the period of time during which such ▇▇▇▇▇▇’s participating interest was outstanding and funded). Notwithstanding the foregoing provisions of this Section 2.06 with respect 2.02(d), a Lender shall have no obligation to Loans refund a Swingline Loan pursuant to Section 2.02(b) if (i) a Default shall exist at the time such refunding is requested by the Swingline Lender, (ii) such Default had occurred and was continuing at the time such Swingline Loan was made by the Swingline Lender and (iii) such Revolving Facility Lender (and Section 2.06 shall applynotified the Swingline Lender in writing, mutatis mutandis, not less than one Business Day prior to the payment obligations of making by the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be Loan, that such Default has occurred and is continuing and that such Lender will not refund Swingline Loans made while such Default is continuing.
(e) In order to facilitate the borrowing of Swingline Loans, the Borrower and the Swingline Lender may mutually agree to, and are hereby authorized to, enter into an Autoborrow Agreement in form and substance satisfactory to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from (including that certain Autoborrow Agreement dated July 27, 2018) (the Borrower (or any other party on behalf of “Autoborrow Agreement”) providing for the Borrower) in respect of a Swingline Loan after receipt automatic advance by such the Swingline Lender of Swingline Loans under the proceeds of a sale of participations therein conditions set forth in such agreement. At any time an Autoborrow Agreement is in effect, the requirements for Swingline Loans set forth in the immediately preceding paragraph shall not apply, and all Swingline Loans shall be remitted promptly to made in accordance with the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appearAutoborrow Agreement; provided that any such payment so remitted automatic advance made by the Swingline Lender in reliance of the Autoborrow Agreement shall be repaid to deemed a Swingline Loan as of the time such Swingline Lender or automatic advance is made notwithstanding any provision in the Autoborrow Agreement to the Administrative Agentcontrary. For purposes of determining the Revolving Credit Facility Usage under the Aggregate Revolving Credit Loan Commitments at any time during which an Autoborrow Agreement is in effect, as applicable, if and to the extent such payment is required Revolving Credit Facility Usage of all Swingline Loans shall be deemed to be refunded to the Borrower for amount of the Swingline Sublimit. For purposes of any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower Autoborrow Agreement, all references to Bank of any default America in the payment thereofAutoborrow Agreement shall be deemed to be a reference to Bank of America, in its capacity as Swingline Lender hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Sunoco LP), Credit Agreement (NuStar Energy L.P.)
Swingline Loans. (ai) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time on any Business Day during the Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding that will not result in (x) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment, $25,000,000 or (y) the outstanding Swingline Loans sum of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the total Revolving Facility Credit Exposure exceeding the total Revolving Facility CommitmentsTotal Commitment; provided that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All .
(ii) On the First Amendment Closing Date to the Maturity Date of the Tranche A Commitments, the participations in any Swingline Loans shall be ABR allocated in accordance with the aggregate Commitments (including both Tranche A Commitments and Tranche B Commitments); provided that notwithstanding the foregoing, participations in any Swingline Loans under this Agreementthat are made on or after the fifth Business Day prior to the Maturity Date for the Tranche A Commitments shall be allocated to the Tranche B Revolving Lenders ratably in accordance with their Tranche B Commitments. On the Maturity Date of the Tranche A Commitments, the participations in the outstanding Swingline Loans of the Tranche A Revolving Lenders shall be reallocated to the Tranche B Revolving Lenders ratably in accordance with their Tranche B Commitments but in any case, only to the extent the sum of the participations in the outstanding Swingline Loans of the Tranche A Revolving Lenders and Tranche B Revolving Lenders does not exceed the total Tranche B Commitments.
(iii) If the reallocation described in clause (ii) above cannot, or can only partially, be effected as a result of the limitations set forth herein, the Borrower shall, within one Business Day, repay Swingline Loans the participation interests in which cannot be reallocated pursuant to clause (ii) above.
(b) To request a Swingline BorrowingLoan, the Borrower shall notify the Swingline Lenders Administrative Agent of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) ), not later than 11:00 a.m.12:00 p.m. (Houston time), New York City time on the day of the a proposed Swingline BorrowingLoan. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the and amount of the requested Swingline Borrowing, (iii) Loan. The Administrative Agent will promptly advise the term Swingline Lender of any such Swingline Loan, and (iv) the location and number of notice received from the Borrower’s account to which funds are to be disbursed. Each The Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the Borrower by means of a credit to the general deposit account of the Borrower with the Swingline Lender (or, in the case of a Swingline Borrowing Loan made to finance the reimbursement of a Revolving L/C Disbursement drawing under a Letter of Credit as provided in Section 2.05(e2.04(e), by remittance to the applicable Issuing Bank)) by 2:00 p.m. (Houston time) on the requested date of such Swingline Loan.
(c) A The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time 9:00 a.m. (Houston time) on any Business Day, Day require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itoutstanding. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders Lender will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or LoansLoans (the “Swingline Participation Amount”). Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 2.05 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 2.05 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
Appears in 2 contracts
Sources: Credit Agreement (Natural Resource Partners Lp), Second Amendment to Third Amended and Restated Credit Agreement
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Revolving Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding that will not result in (xi) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment, $5,000,000 or (yii) the outstanding Swingline Loans sum of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the total Revolving Facility Credit Exposure Exposures exceeding the total Revolving Facility Commitments; provided that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Notwithstanding the foregoing, if at any time any Revolving Lender is a Defaulting Lender, such Defaulting Lender’s Pro Rata Share of the Swingline Loans will be reallocated among all Revolving Lenders that are not Defaulting Lenders (pro rata in accordance with their respective Pro Rata Shares) but only to the extent (x) that no non-Defaulting Lender’s share of the Revolving Exposure shall exceed such non-Defaulting Lender’s Revolving Commitment and (y) the conditions set forth in Section 4.02 are satisfied at such time (in which case the Revolving Commitments of all Defaulting Lenders shall be ABR 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 LC Exposures) for purposes of any determination of the Revolving Lenders’ respective Pro Rata Shares of the Swingline Loans (including for purposes of all fee calculations hereunder)); provided that if such reallocation cannot be made, the Borrower 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 benefit of the Swingline Lender Cash Collateral or similar security reasonably satisfactory to such Swingline Lender (in its sole discretion) in the full amount of such Defaulting Lender’s Pro Rata Share of outstanding Swingline Loans. The Borrower and/or such Defaulting Lender hereby grants to the Administrative Agent, for the benefit of the Swingline Lender, a security interest in all such Cash Collateral and all proceeds of the foregoing. Such Cash Collateral shall be maintained as provided in Section 2.05(j). If at any time the Administrative Agent determines that any funds held as Cash Collateral under this Agreementparagraph are subject to any right or claim of any Person other than the Administrative Agent for the benefit of the Swingline Lender or that the total amount of such funds is less than the aggregate risk participation of such Defaulting Lender in the applicable Swingline Loan, the Borrower and/or such Defaulting Lender will, promptly upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate risk participation over (y) the total amount of funds, if any, then held as Cash Collateral under this paragraph that the Administrative Agent determines to be free and clear of any such right and claim. If the Revolving Lender that triggers the Cash Collateral requirement under this paragraph ceases to be a Defaulting Lender (as determined by the Swingline Lender in good faith), or if the Swingline Exposures have been permanently reduced to zero, the funds held as Cash Collateral shall thereafter be returned to the Borrower or the Defaulting Lender, whichever provided the funds for the Cash Collateral.
(b) To request a Swingline BorrowingLoan, the Borrower shall notify the Swingline Lenders Administrative Agent of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) ), not later than 11:00 a.m.12:00 noon, New York City time time, on the day of the a proposed Swingline BorrowingLoan. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the and amount of the requested Swingline Borrowing, (iii) Loan. The Administrative Agent will promptly advise the term Swingline Lender of any such Swingline Loan, and (iv) the location and number of notice received from the Borrower’s account to which funds are to be disbursed. Each The Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the Borrower by means of a credit to the general deposit account of the Borrower with the Swingline Lender (or, in the case of a Swingline Borrowing Loan made to finance the reimbursement of a Revolving L/C an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.
(c) A The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m.12:00 noon, New York City time time, on any Business Day, Day require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itoutstanding. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Revolving Lender, specifying in such notice such Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. Notwithstanding the foregoing, a Revolving Lender shall not have any obligation to acquire a participation in a Swingline Loan pursuant to this paragraph if an Event of Default shall have occurred and be continuing at the time such Swingline Loan was made and such Lender shall have notified the Swingline Lender in writing, at least one Business Day prior to the time such Swingline Loan was made, that such Event of Default has occurred and that such Lender will not acquire participations in Swingline Loans made while such Event of Default is continuing.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Ami Celebrity Publications, LLC), Revolving Credit Agreement (Ami Celebrity Publications, LLC)
Swingline Loans. (a) Subject to the terms and conditions set forth hereinhereof, each the Swingline Lender agrees to make swingline loans in Dollars (individually, a “Swingline Loans Loan” and collectively, the “Swingline Loans”) to the any Borrower (other than a French Borrower) from time to time during the Availability Revolving Credit Commitment Period in U.S. Dollarsaccordance with the procedures set forth in this Section 2.04, in an aggregate principal amount at any time outstanding provided, that will not result in (xi) the aggregate principal amount of outstanding all Swingline Loans shall not exceed $25,000,000 at any one time outstanding, (ii) the principal amount of any borrowing of Swingline Loans may not exceed the aggregate amount of the Available Tranche A Revolving Credit Commitments of all Tranche A Revolving Lenders immediately prior to such borrowing or result in the Aggregate Tranche A Revolving Credit Exposure then outstanding exceeding the Total Tranche A Revolving Credit Commitments then in effect, and (iii) in no event may Swingline Commitment, Loans be borrowed hereunder if (x) an Event of Default or Event of Termination shall have occurred and be continuing and (y) the outstanding such Event of Default or Event of Termination shall not have been subsequently cured or waived. Amounts borrowed by any Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) Borrower under this Section 2.04 may be repaid and, up to but excluding the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth hereinMaturity Date, the Borrower may borrow, prepay and reborrow Swingline Loansreborrowed. All Swingline Loans shall at all times be ABR Loans under this Agreement.
(b) To request a Loans. The relevant Swingline Borrowing, the Borrower shall notify give the Administrative Agent notice of any Swingline Lenders of such request Loan requested hereunder (which notice must be received by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m.the Administrative Agent prior to 12:00 noon, New York City time time, on the day of requested Borrowing Date) specifying (A) the proposed Swingline Borrowing. Each such notice amount to be borrowed, and Swingline Borrowing Request shall be irrevocable and shall specify (iB) the requested date (which Borrowing Date. Upon receipt of such notice, the Administrative Agent shall be a Business Day), (ii) promptly notify the Swingline Lender of the aggregate amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursedborrowing. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by Not later than 3:00 p.m., New York City time, on the Borrowing Date specified in such notice the Swingline Lender shall make such Swingline Loan available to the Administrative Agent for the account of the relevant Swingline Borrower at the office of the Administrative Agent set forth in Section 10.01 in funds immediately available to the Administrative Agent. Amounts so received by the Administrative Agent will promptly be made available to the relevant Swingline Borrower by the Administrative Agent crediting the account of such Swingline Borrower on the books of such office with the amount made available to the Administrative Agent by the Swingline Lender (or, in the case of a Swingline Borrowing Loan made to finance the reimbursement of a Revolving L/C an LC Disbursement as provided in Section 2.05(e2.06(e), by remittance to the applicable Issuing Bank)) and in like funds as received by the Administrative Agent. Each borrowing pursuant to this Section 2.04 shall be in a minimum principal amount of $1,000,000 or an integral multiple of $100,000 in excess thereof.
(cb) A Notwithstanding the occurrence of any Event of Default or Event of Termination or noncompliance with the conditions precedent set forth in Article IV or the minimum borrowing amounts specified in Section 2.02, if any Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than Loan shall remain outstanding at 10:00 a.m., New York City time, on the fifth Business Day following the Borrowing Date thereof and if by such time on any such fifth Business Day, require Day the Administrative Agent shall have received neither (i) a notice of borrowing delivered by the relevant Swingline Borrower pursuant to Section 2.02 requesting that Revolving Facility Lenders Loans be made pursuant to acquire participations Section 2.01 on such the immediately succeeding Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify an amount at least equal to the aggregate principal amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such noticeLoan, the Administrative Agent will give nor (ii) any other notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay satisfactory to the Administrative Agent for the account of the applicable indicating such Swingline Lender, such Revolving Facility LenderBorrower’s Revolving Facility Percentage of intent to repay such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoeveron the immediately succeeding Business Day with funds obtained from other sources, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly deemed to have received a notice from such Swingline Borrower pursuant to Section 2.02 requesting that ABR Revolving Loans be made pursuant to Section 2.01 on such immediately succeeding Business Day in an amount equal to the amount of such Swingline Loan, and the procedures set forth in Section 2.02 shall be followed in making such ABR Revolving Loans, provided, that for the purposes of determining each Lender’s Pro Rata Percentage with respect to such Borrowing, the Swingline Loan to be repaid with the proceeds of such borrowing shall be deemed to not be outstanding. The proceeds of such ABR Revolving Loans shall be applied to repay such Swingline Loan.
(c) If, for any reason, ABR Revolving Loans may not be, or are not, made pursuant to paragraph (b) of this Section 2.04 to repay any Swingline Loan as required by such paragraph, effective on the date such ABR Revolving Loans would otherwise have been made, each Tranche A Revolving Lender severally, unconditionally and irrevocably agrees that it shall, without regard to the occurrence of any Default, purchase a participating interest in such Swingline Loan (“Unrefunded Swingline Loan”) in an amount equal to the amount of the ABR Revolving Loan which would otherwise have been made by such Lender pursuant to paragraph (b) of this Section 2.04. Each Tranche A Revolving Lender will immediately transfer to the Administrative Agent, in immediately available funds, the amount of its participation, and the proceeds of such participations shall be distributed by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted . All payments by the Tranche A Revolving Lenders in respect of Unrefunded Swingline Loans and participations therein shall be repaid made in accordance with Section 2.14.
(d) Notwithstanding the foregoing, a Lender shall not have any obligation to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations acquire a participation in a Swingline Loan pursuant to this paragraph the foregoing paragraphs if an Event of Default or Event of Termination shall have occurred and be continuing at the time such Swingline Loan was made and such Lender shall have notified the Swingline Lender in writing, at least one Business Day prior to the time such Swingline Loan was made, that such Event of Default or such Event of Termination has occurred and that such Lender will not relieve the Borrower acquire participations in Swingline Loans made while such Event of any default in the payment thereofDefault or such Event of Termination is continuing.
Appears in 2 contracts
Sources: Credit Agreement (Crown Cork & Seal Co Inc), Credit Agreement (Crown Cork & Seal Co Inc)
Swingline Loans. (a) Subject to the terms and conditions herein set forth hereinforth, each the Swingline Lender agrees to make Swingline Loans loans to the Borrower in the Available Currency requested by the Borrower at any time and from time to time during on or after the Availability Period in U.S. Dollars, Effective Date and until the termination of its Swingline Commitment in an aggregate principal amount Principal Amount at any time outstanding that will not result in (x) the aggregate principal amount Principal Amount of outstanding all Swingline Loans exceeding $100,000,000 in the Swingline Commitment, aggregate or (y) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Aggregate Revolving Facility Credit Exposure exceeding the total Total Revolving Facility CommitmentsCredit Commitment; provided that notwithstanding the foregoing, no Swingline Lender shall be required obligated to make any Swingline Loans at a time when a Revolving Credit Lender, as the case may be, is a Defaulting Lender, unless such Swingline Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate such Swingline Lender’s risk with respect to the Defaulting Lender’s participation in such Swingline Loans, including by Cash Collateralizing such Defaulting Lender’s Pro Rata Percentage of the outstanding amount of Swingline Loans, as the case may be (which Cash Collateralization may be made with the proceeds of a simultaneous borrowing of additional Swingline Loans incurred from Non-Defaulting Lenders and otherwise in compliance with the provisions of this Section 2.23). Each Swingline Loan shall be in a principal amount not less than the Minimum Applicable Borrowing Amount. Each Swingline Commitment may be terminated or reduced from time to refinance an outstanding Swingline Borrowingtime as provided herein. Within the foregoing limits and subject to the terms and conditions set forth hereinlimits, the Borrower may borrow, pay or prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreementhereunder subject to the terms, conditions and limitations set forth herein.
(b) To request a Swingline Borrowing, the The Borrower shall notify the applicable Swingline Lenders of such request Lender by fax, or by telephone (promptly confirmed by a Swingline Borrowing Request by telecopy) fax), not later than 11:00 a.m., New York City time 1:00 p.m. on the day of the a proposed Swingline BorrowingLoan. Each such Such notice and Swingline Borrowing Request shall be delivered on a Business Day, shall be irrevocable and shall refer to this Agreement and shall specify (i) the requested date (which shall be a Business Day), (ii) the and amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan available to be made the Borrower by it hereunder in accordance with Section 2.02(a) means of a credit to an account designated by the Borrower promptly on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, in the case of a such Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)Loan is so requested.
(c) A The Borrower shall have the right at any time and from time to time to prepay any Swingline Loan made to it, in whole or in part, upon giving written or fax notice by the Borrower (or telephone notice promptly confirmed by written, or fax notice) to the relevant Swingline Lender before 1:00 p.m. on the date of prepayment at such Swingline Lender’s address for notices specified in Section 9.01; provided that any such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
(d) Each Swingline Loan shall be an ABR Loan (if such Loan is a US Dollar-Denominated Loan) or a Canadian Prime Rate Loan (if such Loan is a Canadian Dollar-Denominated Loan) and, subject to the provisions of Section 2.07, shall bear interest as provided in Section 2.06(a) or (b), as the case may be.
(e) The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time 11:00 a.m. on any Business Day, Day require the Revolving Facility Credit Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itoutstanding. Such notice shall specify the aggregate amount (and the relevant currency) of such Swingline Loans in which the Revolving Facility Credit Lenders will participate. Promptly The Administrative Agent will, promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Revolving Credit Lender, specifying in such notice such Lender’s Revolving Facility Pro Rata Percentage of such Swingline Loan or LoansLoan. Each In furtherance of the foregoing, each Revolving Facility Credit Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent in the Applicable Currency, for the account of the applicable Swingline Lender, such Revolving Facility Credit Lender’s Revolving Facility Pro Rata Percentage of such Swingline Loan or LoansLoan. Each Revolving Facility Credit Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph Section 2.23(e) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination an Event of the CommitmentsDefault, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Credit Lender shall comply with its obligation under this paragraph Section 2.23(e) by wire transfer of immediately available fundsfunds in the Applicable Currency, in the same manner as provided in Section 2.06 2.02(c) with respect to Revolving Loans made by such Revolving Facility Lender in the relevant Available Currency (and Section 2.06 2.02(c) shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders), ) and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Credit Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), Section 2.23(e) and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall and be remitted promptly distributed by the Administrative Agent to the Revolving Facility Credit Lenders that shall have made their payments pursuant to this paragraph Section 2.23(e) and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph Section 2.23(e) shall not relieve the Borrower (or other party liable for obligations of the Borrower) of any default in the payment thereof.
Appears in 2 contracts
Sources: Credit Agreement (Ceridian HCM Holding Inc.), Credit Agreement (Ceridian HCM Holding Inc.)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Applicable Swingline Lender agrees to make Global Tranche Swingline Loans and US/Canadian Tranche Swingline Loans to the Borrower Company, any US Borrowing Subsidiary or any Canadian Borrowing Subsidiary denominated in US Dollars or, in the case of Swingline Loans to Canadian Borrowing Subsidiaries, Canadian Dollars from time to time during the Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding that will not result in (xi) the sum of the US Dollar Equivalents of the principal amounts of the outstanding Swingline Loans exceeding US$150,000,000, (ii) the aggregate principal amount of outstanding the Swingline Loans denominated in Canadian Dollars exceeding Cdn.$100,000,000, (iii) the aggregate Global Tranche Revolving Credit Exposures exceeding the Swingline aggregate Global Tranche Commitments, (iv) the Global Tranche Revolving Credit Exposure of any Lender exceeding its Global Tranche Commitment, (yv) the outstanding Swingline Loans of such Swingline Lender aggregate US/Canadian Tranche Revolving Credit Exposures exceeding such Swingline Lender’s Swingline the aggregate US/Canadian Tranche Commitments or (zvi) the US/Canadian Tranche Revolving Facility Credit Exposure of any Lender exceeding the total Revolving Facility Commitmentsits US/Canadian Tranche Commitment; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Company, the US Borrowing Subsidiaries and the Canadian Borrowing Subsidiaries may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(b) To request a Swingline BorrowingLoan, the applicable Borrower shall notify the Applicable Agent (with a copy to the Administrative Agent if the Applicable Agent shall be the Canadian Agent) and the Applicable Swingline Lenders Lender of such request by telephone (confirmed by telecopy signed by a Swingline Borrowing Request by telecopy) Financial Officer on behalf of the applicable Borrower), not later than 11:00 a.m.2:00 p.m., New York City time Local Time, on the day of the such proposed Swingline BorrowingLoan. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the and amount of the requested Swingline Borrowing, (iii) the term of Loan and whether such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are Loan is to be disburseda Global Tranche Swingline Loan or a US/Canadian Tranche Swingline Loan. Each The Applicable Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account applicable Borrower by means of a credit to the Borrower Applicable Funding Account (or, in the case of a Swingline Borrowing Loan made to finance the reimbursement of a Revolving L/C an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)) by 3:00 p.m., Local Time, on the requested date of such Swingline Loan.
(c) A Either Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time time, on any Business Day, Day (i) require the Revolving Facility Global Tranche Lenders to acquire participations on such Business Day in all or a portion of the outstanding Global Tranche Swingline Loans made by itof such Swingline Lender outstanding or (ii) require the US/Canadian Tranche Lenders to acquire participations on such Business Day in all or a portion of the US/Canadian Tranche Swingline Loans of such Swingline Lender outstanding. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Global Tranche Lenders or US/Canadian Tranche Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Global Tranche Lender or US/Canadian Tranche Lender, as the case may be, specifying in such notice such Lender’s Revolving Facility Global Tranche Percentage or US/Canadian Tranche Percentage, as applicable, of such Swingline Loan or Loans. Each Revolving Facility Global Tranche Lender and US/Canadian Tranche Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable such Applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Global Tranche Percentage or US/Canadian Tranche Percentage, as applicable, of such Swingline Loan or Loans. Each Revolving Facility Global Tranche Lender and US/Canadian Tranche Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Global Tranche Commitments or US/Canadian Tranche Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Global Tranche Lender and US/Canadian Tranche Lender shall comply with its obligation obligations under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 2.07 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 2.07 shall apply, mutatis mutandis, to the payment obligations of the Global Tranche Lenders and US/Canadian Tranche Lenders), and the Administrative Agent shall promptly pay to the applicable Applicable Swingline Lender the amounts so received by it from the Revolving Facility Global Tranche Lenders or US/Canadian Tranche Lenders, as the case may be. The Administrative Agent shall notify the Borrower Company of any participations in any Swingline Loan acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Applicable Agent and not to the applicable Swingline Lender. Any amounts received by a either Swingline Lender from the Borrower (or any other party on behalf of the Borrower) applicable Borrower in respect of a Swingline Loan after receipt by the such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Applicable Agent; any such amounts received by the Administrative Applicable Agent shall be promptly remitted promptly by the Administrative Applicable Agent to the Revolving Facility Global Tranche Lenders or US/Canadian Tranche Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such the Swingline Lender or to the Administrative Applicable Agent, as applicablethe case may be, if and to the extent such payment is required to be refunded to the Borrower a Loan Party for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the any Borrower of any default in the payment thereof.
Appears in 2 contracts
Sources: Credit Agreement (Amerisourcebergen Corp), Credit Agreement (Amerisourcebergen Corp)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each (i) the Company or a US Borrowing Subsidiary may request Swingline Loans denominated in US Dollars to be made by the US Swingline Lender, (ii) the Company or a US Borrowing Subsidiary may request Swingline Loans denominated in Sterling or Euro to be made by the UK Swingline Lender, (iii) the Company or a US Borrowing Subsidiary may request Swingline Loans denominated in Canadian Dollars to be made by the Canadian Swingline Lender, (iv) a UK Borrowing Subsidiary may request Swingline Loans denominated in US Dollars, Sterling or Euro to be made by the UK Swingline Lender agrees to make and (v) a Canadian Borrowing Subsidiary may request Swingline Loans denominated in US Dollars or Canadian Dollars to be made by the Borrower Canadian Swingline Lender, at any time and from time to time during the Revolving Availability Period in U.S. Dollars, in an aggregate principal amount at any time outstanding that will not result in (xi) the aggregate principal amount of outstanding the Swingline Loans Exposures exceeding US$150,000,000 or (ii) the aggregate Global Tranche Credit Exposures exceeding the Swingline Commitment, (y) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding the total Revolving Facility aggregate Global Tranche Commitments; provided that no Swingline Lender Loan shall be required to make a Swingline Loan made to refinance an outstanding Swingline BorrowingLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the each Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(b) To request a Swingline BorrowingLoan, the a Borrower shall notify the applicable Swingline Lenders Lender and the Applicable Agent (and the Administrative Agent if it shall not be the Applicable Agent) of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) ), not later than 11:00 a.m.(i) in the case of a Swingline Loan to be made by the US Swingline Lender, New York City time no later than 1:00 p.m., Local Time, on the day of the proposed Swingline BorrowingLoan, (ii) in the case of a Swingline Loan to be made by the Canadian Swingline Lender to a Canadian Borrowing Subsidiary, no later than 1:00 p.m., Local Time, on the day of a proposed Swingline Loan, (iii) in the case of a Swingline Loan to be made by the Canadian Swingline Lender to the Company or a US Borrowing Subsidiary, no later than noon, Local Time, on the day of the proposed Swingline Loan and (iv) in the case of a Swingline Loan to be made by the UK Swingline Lender, no later than 10:00 a.m., Local Time, on the day of the proposed Swingline Loan. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the amount and currency of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, Loan and (iv) the location and number of the Borrower’s 's account to which funds are to be disbursed, and, in the case of a request for a Swingline Loan bearing interest at the Short-Term Lending Rate, the Interest Period to be applicable to such Loan. Each The applicable Swingline Lender shall make each a Swingline Loan available to be made such Borrower by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by means of a credit or wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the specified in writing by such Borrower in such notice (or, in the case of a Swingline Borrowing Loan made to finance the reimbursement of a Revolving L/C an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)) by 3:00 p.m., Local Time, on the requested date of such Swingline Loan. Each Swingline Lender shall promptly (and in any event within one Business Day) notify the Administrative Agent of each Swingline Loan made by it and of each payment of the principal of each such Swingline Loan, and shall provide to the Administrative Agent such other information as the Administrative Agent shall reasonably request as to the Swingline Loans made by such Swingline Lender.
(c) A Swingline Lender may by By written notice given to the Administrative Applicable Agent (and to the other Swingline LendersAdministrative Agent if it shall not be the Applicable Agent) not later than 10:00 a.m., New York City time Local Time, on any Business Day, a Swingline Lender may require the Revolving Facility Global Tranche Lenders to acquire participations on such Business Day in all or a portion of the such Swingline Lender's outstanding Swingline Loans made by itLoans. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Global Tranche Lenders will participate. Promptly upon receipt of such notice, the Administrative Applicable Agent will give notice thereof to each such Global Tranche Lender, specifying in such notice the percentage of such Swingline Loans allocated to such Lender’s Revolving Facility , which shall be such Lender's Global Tranche Percentage of such Swingline Loan or Loans. Each Revolving Facility Global Tranche Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Applicable Agent, for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage the percentage of such Swingline Loan or LoansLoans allocated to such Lender. Each Revolving Facility Global Tranche Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Global Tranche Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Global Tranche Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 2.07 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 2.07 shall apply, mutatis mutandis, to the payment obligations of the Global Tranche Lenders), and the Administrative Applicable Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Global Tranche Lenders. The Administrative Applicable Agent shall promptly notify the relevant Borrower in writing of any participations in any Swingline Loan acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to Applicable Agent, for the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or any other party on behalf accounts of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph paragraph, and to such the applicable Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the applicable Borrower of any default in the payment thereof.
(d) Each Swingline Loan bearing interest at the Short-Term Lending Rate shall initially have an Interest Period as specified in the applicable request therefor. If such Swingline Loan shall not be repaid on or before the last day of such Interest Period, the applicable Borrower shall request a new Interest Period no later than 10:00 a.m., Local Time, on such day, which request shall be in writing to the UK Swingline Lender (with a copy to the Administrative Agent).
Appears in 2 contracts
Sources: Credit Agreement (Molson Coors Brewing Co), Credit Agreement (Molson Coors Brewing Co)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make loans (each a “Swingline Loans Loan”) in U.S. Dollars to each Borrower, in each case for the Borrower account of a Related Fund of such Borrower, from time to time during the Availability Period in U.S. Dollars, period from the Effective Date through the tenth Business Day immediately preceding the Applicable Commitment Termination Date in an aggregate principal amount at any time outstanding that will not result in (x) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment, provided that immediately after giving effect thereto, (yi) the outstanding Revolving Loans and the Swingline Loans Exposure of such the Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or will not exceed its Commitment, (zii) the Revolving Facility Credit Exposure exceeding Total Loan Balance will not exceed the total Revolving Facility Commitments; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline aggregate Commitments and (iii) such Related Fund will not have exceeded its Maximum Permitted Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the each Borrower may borrow, prepay and reborrow Swingline Loans. All Notwithstanding the foregoing, the Swingline Lender shall not be required to make a Swingline Loan if (i) prior thereto or simultaneously therewith no Borrower shall have borrowed Revolving Loans, (ii) any Lender shall be in default of its obligations under this Credit Agreement or (iii) any Lender shall have notified the Swingline Lender and the Borrowers in writing at least one Business Day prior to the borrowing date with respect to such Swingline Loan, that the conditions set forth in Section 5.2 have not been satisfied and such conditions remain unsatisfied as of the requested time of the making of such Swingline Loan, and the Swingline Lender shall not be obligated to make a Swingline Loan to refinance an outstanding Swingline Loan. Swingline Loans will be made available to the Borrowers on a first come, first served basis, provided that if the amount of Swingline Loans which one or more Borrowers would otherwise request on behalf of their respective Related Funds on the same Business Day would exceed the then available Swingline Commitment, (i) such Borrower or Borrowers will apportion the available Swingline Commitment among such Funds and such Borrower or Borrowers shall notify the Administrative Agent and the Swingline Lender of such apportionment and (ii) the Swingline Lender shall not be obligated to make any such Swingline Loan or Swingline Loans until such Borrower or Borrowers have notified the Administrative Agent and the Swingline Lender of the apportionment as set forth in clause (i) of this sentence. Each Swingline Loan, together with all interest thereon, shall be ABR Loans under this Agreementdue and payable on the Maturity Date therefor.
(b) To request a Swingline BorrowingLoan, a Borrower, on behalf of a Related Fund, shall make a telephonic Borrowing Request to the Borrower shall notify Administrative Agent and the Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) Lender, not later than 11:00 a.m.12:00 Noon, New York City time time, on the day date of the proposed Swingline BorrowingLoan. Such telephonic Borrowing Request shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent and the Swingline Lender of a duly executed Borrowing Request duly signed by or on behalf of such Borrower. Each such notice telephonic and Swingline written Borrowing Request shall be irrevocable and shall specify specify: (i) if such Borrower then has more than one Related Fund, the Related Fund for whose account such Swingline Loan is being requested, (ii) the requested borrowing date (which shall be a Business Day), (ii) the amount of the requested for such Swingline BorrowingLoan, (iii) the term amount of such Swingline Loan, and which shall be either $500,000 or an integral multiple of $100,000 in excess thereof or, if less, the unused Swingline Commitment, (iv) the location and number requested Swingline Maturity Date of such Swingline Loan, which shall be not later than seven (7) Business Days after the Borrower’s making of such Swingline Loan, (v) the account (which shall be an account subject to the Control Agreement) of such Related Fund with the Custodian to which funds are to be disbursed, and (vi) a reasonably detailed calculation of the Adjusted Asset Coverage and Net Asset Value of such Related Fund on a pro forma basis immediately after giving effect to such Swingline Loan. Each In addition, each such written Borrowing Request shall specify the additional information required by Exhibit D. The Swingline Lender shall will make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) the requested amount available promptly on the proposed date thereof by wire transfer of requested Borrowing Date in immediately available funds by 3:00 p.m., New York City time, to the Administrative Agent (for the account of such Borrower, on behalf of the Borrower (orapplicable Related Fund) and the Administrative Agent, thereupon, will promptly make such amount available to such Borrower, on behalf of the applicable Related Fund, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement like funds as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)therein.
(c) A The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m.3:00 p.m., New York City time time, on any Business Day notify the Administrative Agent that the Swingline Lender is requesting that the Lenders make Revolving Loans in the form of ABR Loans in an amount equal to the outstanding principal balance and accrued interest on the Swingline Loans, in which case (i) the Administrative Agent shall notify each Lender of the details thereof and of the amount, based on its Applicable Percentage, of such Lender’s ABR Loan to be made as part of such ABR Loans and (ii) each Lender shall, whether or not any Default shall have occurred and be continuing, any representation or warranty shall be accurate, any condition to the making of any Revolving Loan hereunder shall have been fulfilled, or any other matter whatsoever, make the ABR Loan to be made by it under this paragraph by wire transfer of immediately available funds to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders, (A) in the event that such Lender shall have received notice of such ABR Loan prior to 3:30 p.m., New York City time, on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day Day, or (B) in all other events, no later than 1:00 p.m., New York City time, on the Business Day immediately succeeding the Business Day upon which such Lender shall have received such notice. Such ABR Loans shall, for all purposes hereof, be deemed to be Revolving Loans in the form of ABR Loans made pursuant to Section 2.2, and the Lenders obligations to make such ABR Loans shall be absolute and unconditional. The Administrative Agent will make such ABR Loans available to the Swingline Lender by promptly crediting or a portion otherwise transferring the amounts so received, in like funds, to the Swingline Lender for the purpose of repaying in full the outstanding Swingline Loans made and all accrued interest thereon.
(d) If any Borrower, on behalf of a Related Fund, fails to make any payment owed by it. Such notice shall specify the aggregate amount it with respect to a Swingline Loan, or if any such sum paid by a Borrower, on behalf of a Related Fund, is required to be refunded to such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such noticeBorrower for any reason, the Administrative Agent will give notice shall notify each applicable Lender of the affected Swingline Loan, the payment then due from or to such Borrower in respect thereof to each such Lender, specifying in such notice and the amount of such Lender’s share thereof based on its Applicable Percentage. Each Lender shall purchase a participation in such Swingline Loan by paying to the Administrative Agent such share (based on its Applicable Percentage) of the payment then due from such Borrower, in the same manner as provided in Section 2.2(b) with respect to Revolving Facility Percentage Loans made by such Lender (and Section 2.2(b) shall apply, mutatis mutandis, to the payment obligations of the applicable Lenders), by wire transfer of immediately available funds to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders, (A) in the event that such Lender shall have received notice of such payment prior to 3:30 p.m., New York City time, on any Business Day, on such Business Day, or (B) in all other events, no later than 1:00 p.m., New York City time, on the Business Day immediately succeeding the Business Day upon which such Lender shall have received such notice. The Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the applicable Lenders. Promptly following receipt by the Administrative Agent of any payment in respect of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agreesfrom such Borrower, upon receipt of notice as provided above, to pay to the Administrative Agent for shall distribute such payment to the account of Swingline Lender or, to the applicable extent that Lenders have made payments pursuant to this paragraph to reimburse the Swingline Lender, then to such Revolving Facility Lender’s Revolving Facility Percentage of such Lenders and the Swingline Loan or LoansLender as their interests may appear. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph in respect of Swingline Loans is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
Appears in 2 contracts
Sources: Credit Agreement (Highland Funds I), Credit Agreement (Highland Floating Rate Fund)
Swingline Loans. (a) Subject The Administrative Agent, the Swingline Lender and Lenders agree that in order to facilitate the administration of this Agreement and the other Loan Documents, promptly after Borrower Representative requests an ABR Borrowing, the Swingline Lender may elect to have the terms of this Section 2.05(a) apply to such Borrowing Request by advancing, on behalf of the Lenders and in the amount requested, same day funds to the Borrowers, on the applicable Borrowing date to the Funding Account(s) (each such Loan made solely by the Swingline Lender pursuant to this Section 2.05(a) is referred to in this Agreement as a “Swingline Loan”), with settlement among them as to the Swingline Loans to take place on a periodic basis as set forth in Section 2.05(c). Each Swingline Loan shall be subject to all the terms and conditions set forth hereinapplicable to other ABR Loans funded by the Lenders, each including without limitation the provisions of Section 4.02, except that all payments thereon shall be payable to the Swingline Lender agrees to make Swingline Loans to solely for its own account. In addition, the Borrower from time to time during the Availability Period in U.S. Dollars, in an aggregate principal amount at any time outstanding that will not result in (x) the aggregate principal amount of outstanding Swingline Loans exceeding Borrowers hereby authorize the Swingline CommitmentLender to, (y) and the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and shall, subject to the terms and conditions set forth herein (but without any further written notice required), not later than 1:00 p.m., New York City time, on each Business Day, make available to the Borrowers by means of a credit to the Funding Account, the proceeds of a Swingline Loan to the extent necessary to pay items to be drawn on any Controlled Disbursement Account that Business Day; provided that, if on any Business Day there is insufficient borrowing capacity to permit the Swingline Lender to make available to the Borrowers a Swingline Loan in the amount necessary to pay all items to be so drawn on any such Controlled Disbursement Account on such Business Day, then the Borrowers shall be deemed to have requested an ABR Borrowing pursuant to Section 2.03 in the amount of such deficiency to be made on such Business Day. The aggregate amount of Swingline Loans outstanding at any time shall not exceed $10,000,000. Notwithstanding anything to the contrary contained herein, The Swingline Lender shall not make any Swingline Loan if (i) at any time JPMCB shall be the Borrower may borrow, prepay and reborrow sole Lender hereunder of (ii) the requested Swingline LoansLoan exceeds Borrowing Base Availability (after giving effect to such Swingline Loan). All Swingline Loans shall be ABR Borrowings. Borrower acknowledges that as of the Third Restatement Date, the outstanding balance of Swingline Loans under this Agreementis $0.
(b) To request Upon the making of a Swingline BorrowingLoan (whether before or after the occurrence of a Default and regardless of whether a Settlement has been requested with respect to such Swingline Loan), each Lender shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably purchased from the Swingline Lender, without recourse or warranty, an undivided interest and participation in such Swingline Loan in proportion to its Applicable Percentage of the Revolving Commitment. The Swingline Lender may, at any time, require the Lenders to fund their participations. From and after the date, if any, on which any Lender is required to fund its participation in any Swingline Loan purchased hereunder, the Borrower Administrative Agent shall notify promptly distribute to such Lender, such Lender’s Applicable Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Swingline Loan.
(c) The Administrative Agent, on behalf of the Swingline Lender, shall request settlement (a “Settlement”) with the Lenders on at least a weekly basis or on any date that the Administrative Agent elects, by notifying the Lenders of such request requested Settlement by telephone (confirmed by a Swingline Borrowing Request by telecopy) not facsimile, telephone, or e-mail no later than 11:00 a.m., 12:00 noon New York City time on the day date of such requested Settlement (the “Settlement Date”). Each Lender (other than the Swingline Lender, in the case of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request Loans) shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) transfer the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number Lender’s Applicable Percentage of the Borrower’s account outstanding principal amount of the applicable Loan with respect to which funds are Settlement is requested to be disbursed. Each Swingline Lender shall make each Swingline Loan the Administrative Agent, to be made by it hereunder in accordance with Section 2.02(a) on such account of the proposed date thereof by wire transfer of immediately available funds by 3:00 Administrative Agent as the Administrative Agent may designate, not later than 2:00 p.m., New York City time, to the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).
(c) A Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of Settlement Date. Settlements may occur during the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance existence of a Default and whether or reduction or termination of not the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided applicable conditions precedent set forth in Section 2.06 with respect 4.02 have then been satisfied. Such amounts transferred to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by applied against the amounts of the Swingline Lender’s Swingline Loans and, together with Swingline Lender’s Applicable Percentage of such Swingline Loan, shall constitute Revolving Loans of such Lenders, respectively. If any such amount is not transferred to the Administrative Agent to by any Lender on such Settlement Date, the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted Lender shall be repaid entitled to recover such Swingline amount on demand from such Lender or to the Administrative Agent, together with interest thereon as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations specified in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofSection 2.07.
Appears in 2 contracts
Sources: Credit Agreement (GLOBAL INDUSTRIAL Co), Credit Agreement (Systemax Inc)
Swingline Loans. (a) Subject to the terms and conditions set forth hereinin this Agreement, each the Swingline Lender agrees to make Swingline Loans in Dollars to the each Borrower from time to time during from and including the Restatement Effective Date and prior to the Availability Period in U.S. DollarsTermination Date for such Borrower, in an aggregate principal amount at provided that, after giving effect thereto and to any time repayments of outstanding that will not result in Obligations made with proceeds of such Swingline Loans, (xi) the aggregate principal amount of outstanding the Swingline Loans exceeding made to such Borrower and then outstanding shall not exceed $50,000,000, (ii) the Swingline Aggregate Revolving Credit Exposure shall not exceed the Aggregate Commitment, (y) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (ziii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitmentsof any Lender shall not exceed its Commitment; provided that no solely for purposes of this clause (iii), if the Commitment of the Lender that is the Swingline Lender is less than $50,000,000, such Commitment shall be deemed to be $50,000,000, (iv) the Borrower Credit Exposure of the Borrower requesting such Swingline Loan shall not exceed the Borrower Sublimit of such Borrower and (v) in the event the Maturity Date shall have been extended pursuant to Section 2.20, the sum of the LC Exposure attributable to Letters of Credit expiring after any Existing Maturity Date (other than any portion thereof that shall have been cash collateralized in accordance with Section 2.4(i)) and the Swingline Exposure attributable to Swingline Loans maturing after such Existing Maturity Date shall not exceed the sum of the Commitments that shall have been extended pursuant to such extension; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Within the foregoing limits and subject Subject to the terms and conditions set forth hereinof this Agreement, each Borrower may, severally and not jointly with the Borrower may other Borrower, borrow, prepay repay and reborrow Swingline LoansLoans made to it at any time prior to the Availability Termination Date for such Borrower. All The obligation of the Swingline Lender to make Swingline Loans to a Borrower hereunder shall be ABR Loans under this Agreementautomatically terminate on the Availability Termination Date for such Borrower.
(ba) To request a Swingline BorrowingLoan, the applicable Borrower shall notify submit to the Swingline Lenders Lender, with a copy to the Administrative Agent, a completed Borrowing Notice signed by an Authorized Officer of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) B▇▇▇▇▇▇▇, not later than 11:00 a.m.3:00 p.m., New York City time time, on the day of the proposed Swingline BorrowingLoan; provided that if such Borrowing Notice is submitted through an Approved Borrower Portal, the foregoing signature requirement may be waived at the sole discretion of the Administrative Agent. Each such notice and Swingline Borrowing Request Notice shall be irrevocable and shall specify (i) the Borrower requesting such Swingline Loan, (ii) the requested date (borrowing date, which shall be a Business Day), (ii) the amount of the requested such Swingline BorrowingLoan, (iii) the term amount of such Swingline Loan, Loan and (iv) the location and number of the Borrower’s account of the applicable Borrower to which funds are to be disburseddisbursed or, in the case of any Swingline Loan requested to finance the reimbursement of an LC Disbursement as provided in Section 2.4(e), the identity of the Issuing Bank that has made such LC Disbursement. Each The Administrative Agent will promptly advise the Swingline Lender of any such notice received from a Borrower. The Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on available to the proposed date thereof applicable Borrower by means of a wire transfer of immediately available funds to the account specified in such Borrowing Notice or to the applicable Issuing Bank, as the case may be, by 3:00 4:00 p.m., New York City time, to on the account requested date of the Borrower (or, in the case of a such Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)Loan.
(cb) A The Swingline Lender may may, by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m.12:00 noon, New York City time time, on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itoutstanding. Such notice shall specify the aggregate principal amount of such the Swingline Loans in which the Revolving Facility Lenders will be required to participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such LenderL▇▇▇▇▇’s Revolving Facility Percentage Pro Rata Share of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agreesagrees to pay, promptly upon receipt of notice as provided aboveabove (and in any event, to pay if such notice is received by 12:00 noon, New York City time, on a Business Day, no later than 5:00 p.m., New York City time, on such Business Day, and if received after 12:00 noon, New York City time, on a Business Day, no later than 10:00 a.m., New York City time, on the immediately succeeding Business Day), to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility LenderL▇▇▇▇▇’s Revolving Facility Percentage Pro Rata Share of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or any reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender further acknowledges and agrees that, in making any Swingline Loan, the Swingline Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the applicable Borrower deemed made pursuant to Section 4.2. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, funds in the same manner as provided in Section 2.06 2.6(b) with respect to Revolving Loans made by such Revolving Facility Lender (and Section 2.06 2.6(b) shall apply, mutatis mutandis, to the payment obligations of the LendersLenders pursuant to this paragraph), and the Administrative Agent shall promptly pay remit to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the applicable Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the applicable Borrower (or any other party on behalf of the applicable Borrower) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the applicable Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not constitute a Loan and shall not relieve the applicable Borrower of any default in the payment thereofits obligation to repay such Swingline Loan.
Appears in 2 contracts
Sources: Credit Agreement (Union Electric Co), Credit Agreement (Union Electric Co)
Swingline Loans. (ai) Subject to to, and upon the terms and conditions set forth contained herein, each Swingline Lender agrees to may, in its sole discretion, make Swingline Loans in U.S. Dollars by way of U.S. Base Rate Loans to the Borrower from time to time during from the Availability Period in U.S. DollarsClosing Date to, in an aggregate principal but not including, the Maturity Date; provided, that (i) after giving effect to any amount at any time outstanding that will requested, the Revolving Loan Outstandings shall not result in exceed the Revolving Loan Commitment and (xii) the aggregate principal amount of all outstanding Swingline Loans exceeding (after giving effect to any amount requested) shall not exceed the Swingline Commitment. Notwithstanding any provision herein to the contrary, (y) Swingline Lender and Borrower may agree that the outstanding Swingline Facility may be used to automatically draw and repay Swingline Loans of such (subject to the limitations set forth herein) pursuant to cash management arrangements between Borrower and Swingline Lender exceeding such (the “Sweep Arrangement”). Principal and interest on Swingline Lender’s Swingline Commitments or (z) Loans deemed requested pursuant to the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender Sweep Arrangement shall be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject paid pursuant to the terms and conditions agreed to between Borrower and Swingline Lender (without any deduction, setoff or counterclaim whatsoever). The borrowing and disbursement provisions set forth in Section 3.1(h) and any other provision hereof with respect to the timing or amount of payments on the Swingline Loans (other than the requirement that the Swingline Loans be repaid in full on the Maturity Date set forth herein) shall not be applicable to Swingline Loans made and prepaid pursuant to the Sweep Arrangement. Unless sooner paid pursuant to the provisions hereof or the provisions of the Sweep Arrangement, on the Maturity Date, the outstanding balance of the Swingline Loans (including principal, accrued and unpaid interest and other amounts due and payable with respect thereto) shall be due and be payable and the Swingline Commitment shall terminate. Swingline Loans may be made automatically through the Credit Sweep Option under Swingline Lender’s Stagecoach Sweep® Service subject to the additional terms and conditions set forth in Swingline Lender’s standard documentation for such service as agreed to by Borrower.
(ii) Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of Borrower may borrow(which hereby irrevocably directs Swingline Lender to act on its behalf), prepay by written notice given no later than 11:00 a.m. (New York time) on any Business Day request each Revolving Lender to make, and reborrow each Revolving Lender hereby agrees to make, a Revolving Loan as a U.S. Base Rate Loan in an amount equal to such Revolving Credit Lender’s Pro Rata Share of the Revolving Loan Commitment of the aggregate amount of the Swingline Loans outstanding on the date of such notice, to repay Swingline Lender. Each Revolving Lender shall make the amount of such Revolving Loan available to Agent in immediately available funds at Agent’s Office not later than 1:00 p.m. (New York time) on the day specified in such notice. The proceeds of such Revolving Loans shall be immediately made available by Agent to Swingline Lender for application by Swingline Lender to the repayment of the Swingline Loans. All No Revolving Lender’s obligation to fund its respective Pro Rata Share of the Revolving Loan Commitment of a Swingline Loans Loan shall be ABR Loans under this Agreementaffected by any other Revolving Lender’s failure to fund its Pro Rata Share of the Revolving Loan Commitment of a Swingline Loan, nor shall any Revolving Lender’s Pro Rata Share of the Revolving Loan Commitment be increased as a result of any such failure of any other Revolving Lender to fund its Pro Rata Share of the Revolving Loan Commitment of a Swingline Loan.
(biii) To request a Swingline Borrowing, the Borrower shall notify the pay to Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m.Lender on demand, New York City time and in any event on the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day)Maturity Date, (ii) in immediately available funds the amount of such Swingline Loans to the extent amounts received from Revolving Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. In addition, Borrower irrevocably authorizes Agent to charge any account (other than fiduciary accounts as to which a Credit Party is acting as fiduciary for another Person who is not a Credit Party and payroll or trust fund accounts) maintained by Borrower with Swingline Borrowing, Lender (iiiup to the amount available therein) in order to immediately pay Swingline Lender the term amount of such Swingline LoanLoans to the extent amounts received from the Revolving Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. If any portion of any such amount paid to Swingline Lender shall be recovered by or on behalf of Borrower from Swingline Lender in an Insolvency Proceeding or otherwise, and the loss of the amount so recovered shall be ratably shared among all Revolving Lenders in accordance with their respective Pro Rata Share of the Revolving Loan Commitment.
(iv) If for any reason any Swingline Loan cannot be refinanced with a Revolving Loan pursuant to Section 2.1(c)(ii), each Revolving Lender shall, on the location and number date such Revolving Loan was to have been made pursuant to the notice referred to in Section 2.1(c)(ii), purchase for cash an undivided participating interest in the then outstanding Swingline Loans by paying to Swingline Lender an amount (the “Swingline Participation Amount”) equal to such Revolving Lender’s Pro Rata Share of the Borrower’s account to which funds are to be disbursedRevolving Loan Commitment of the aggregate principal amount of Swingline Loans then outstanding. Each Revolving Lender will immediately transfer to Swingline Lender, in immediately available funds, the amount of its Swingline Participation Amount. Whenever, at any time after Swingline Lender shall make each has received from any Revolving Lender such Revolving Lender’s Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) Participation Amount, Swingline Lender receives any payment on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower Swingline Loans, Swingline Lender will distribute to such Revolving Lender its Swingline Participation Amount (orappropriately adjusted, in the case of a interest payments, to reflect the period of time during which such Revolving Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Revolving Lender’s Pro Rata Share of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Borrowing made Loans then due); provided that in the event that such payment received by Swingline Lender is required to finance the reimbursement of a be returned, such Revolving L/C Disbursement as provided in Section 2.05(e), Lender will return to Swingline Lender any portion thereof previously distributed to it by remittance to the applicable Issuing Bank)Swingline Lender.
(cv) A Swingline Lender may by written notice given Each Revolving Lender’s obligation to make the Administrative Agent (Revolving Loans referred to in Section 2.1(c)(ii) and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans purchase participating interests pursuant to this paragraph is Section 2.1(c)(iv) shall be absolute and unconditional and shall not be affected by any circumstance circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Revolving Lender or Borrower may have against Swingline Lender, Borrower or any other Person for any reason whatsoever, including (B) the occurrence and or continuance of a Default or reduction an Event of Default or termination the failure to satisfy any of the Commitmentsother conditions specified in Article 4, and that each such payment shall be made without (C) any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, adverse change in the same manner as provided in Section 2.06 with respect condition (financial or otherwise) of any Credit Party, (D) any breach of this Agreement or any other Financing Agreement by any Credit Party or any other Lender or (E) any other circumstance, happening or event whatsoever, whether or not similar to Loans made any of the foregoing.
(vi) If any Revolving Lender fails to make available to Agent, for the account of Swingline Lender, any amount required to be paid by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, pursuant to the payment obligations foregoing provisions of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments Section 2.1(c) by the Borrower time specified in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (Section 2.1(c)(ii) or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent2.1(c)(iv), as applicable, if and Swingline Lender shall be entitled to recover from such Revolving Lender (acting through Agent), on demand, such amount with interest thereon for the extent period from the date such payment is required to be refunded the date on which such payment is immediately available to Swingline Lender at a rate per annum equal to the Borrower for applicable Federal Funds Rate, plus any reasonadministrative, processing or similar fees customarily charged by Swingline Lender in connection with the foregoing. The purchase If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Lender’s Revolving Loan or Swingline Participation Amount, as the case may be. A certificate of participations in a Swingline Loan pursuant Lender submitted to any Revolving Lender (through Agent) with respect to any amounts owing under this paragraph clause (vi) shall not relieve the Borrower of any default in the payment thereofbe conclusive absent manifest error.
Appears in 2 contracts
Sources: Credit Agreement (Imax Corp), Credit Agreement (Imax Corp)
Swingline Loans. (ai) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make Swingline Loans to the Borrower from time the Effective Date and prior to time during the Availability Period in U.S. Dollars, Facility Termination Date in an aggregate principal amount at any time outstanding that will not result in (x) the aggregate principal amount of outstanding Swingline Loans Exposure exceeding the Swingline Commitment$5,000,000, or (y) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding the total difference between the Aggregate Revolving Facility Commitments; Commitment and the Aggregate Outstanding Revolving Credit Exposure, provided that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(bii) To request a Swingline BorrowingLoan, the Borrower shall notify give the Administrative Agent and the Swingline Lenders Lender irrevocable notice of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m.noon (Columbus, New York City time Ohio time) on the day of the a proposed Swingline BorrowingLoan. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date of disbursement (which shall be a Business Day), (ii) the and amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each The Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of Borrower at the Borrower Administrative Agent’s address specified pursuant to Section 12.14 (or, in the case of a Swingline Borrowing Loan made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e)an LC Disbursement, by remittance to the applicable Issuing Bank)LC Issuer) on the requested date of such Swingline Loan.
(ciii) A The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m.noon (Columbus, New York City time Ohio time) on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itoutstanding. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Revolving Lender, specifying in such notice such Revolving Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Unmatured Default or the reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 2.6 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 2.6 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
Appears in 2 contracts
Sources: Credit Agreement (Airnet Systems Inc), Credit Agreement (Airnet Systems Inc)
Swingline Loans. (a) Subject to The Swingline Lender agrees, on the terms and subject to the conditions set forth hereinherein and in the other Loan Documents and, each Swingline Lender agrees subject to Section 2.23(a)(vi), to make Swingline Loans a portion of the Revolving Facility Commitments available to the Canadian Borrower from time to time during the Availability Period by making loans in U.S. DollarsDollars to the Canadian Borrower (each such loan, in an aggregate principal amount at any time outstanding a “Swingline Loan” and, collectively, the “Swingline Loans”); provided that will not result in (xA) the aggregate principal amount of outstanding the Swingline Loans exceeding outstanding at any one time shall not exceed the Swingline Commitment, (yB) with regard to each Lender individually (other than the Swingline Lender in its capacity as such), such Lender’s outstanding Revolving Facility Loans plus its Participation Interests in outstanding Swingline Loans of plus its Participation Interests in outstanding L/C Obligations shall not at any time exceed such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or Revolving Commitment Percentage of the Revolving Committed Amount, (zC) with regard to the Revolving Facility Credit Exposure exceeding Lenders collectively, the total sum of the aggregate principal amount of Swingline Loans outstanding plus the aggregate amount of Revolving Facility Commitments; provided that no Loans outstanding plus the aggregate amount of L/C Obligations outstanding shall not exceed the Revolving Committed Amount and (D) the Swingline Lender Commitment shall be required to make a Swingline Loan to refinance an outstanding Swingline Borrowingnot exceed the aggregate of the Revolving Facility Commitments then in effect. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be denominated in Dollars and shall be made and maintained as ABR Loans. Swingline Loans under this Agreementmay be repaid and reborrowed in accordance with the provisions hereof prior to the Swingline Termination Date. Swingline Loans may be made notwithstanding the fact that such Swingline Loans, when aggregated with the Swingline Lender’s other Revolving Facility Credit Exposure, exceeds its Revolving Facility Commitment. The proceeds of a Swingline Borrowing may not be used, in whole or in part, to refund any prior Swingline Borrowing.
(b) To The principal amount of all Swingline Loans shall be due and payable on the earliest of (A) the maturity date agreed to by the Swingline Lender and the Canadian Borrower with respect to such Swingline Loan (which maturity date shall not be more than seven Business Days from the date of advance thereof), (B) at the request a of the Swingline BorrowingLender, the Borrower shall notify the Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m., New York City time on the last day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify current calendar quarter, (iC) the requested date (which shall be a Business Day)Swingline Termination Date, (iiD) the amount occurrence of any proceeding with respect to the Canadian Borrower under any Debtor Relief Law or (E) the acceleration of any Loan or the termination of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account Revolving Facility Commitments pursuant to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)7.01.
(c) A With respect to any Swingline Loans that have not been voluntarily prepaid by the Canadian Borrower or paid by the Canadian Borrower when due under Section 2.04(b) above, the Swingline Lender may (by written request to the Administrative Agent) or the Administrative Agent at any time may, and shall at any time Swingline Loans in an amount of $1,000,000 shall have been outstanding for more than seven days, on one Business Day’s notice, require each Revolving Facility Lender, including the Swingline Lender, and each such Lender hereby agrees, subject to the provisions of this Section 2.04, to make a Revolving Facility Loan (which shall be initially funded as a ABR Loan) in an amount equal to such Lender’s Revolving Commitment Percentage of the amount of the Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date notice is given.
(d) In the case of Revolving Facility Loans made by Lenders other than the Swingline Lender under Section 2.04(c), each such Revolving Facility Lender shall make the amount of its Revolving Facility Loan available to the Administrative Agent, in same day funds, at the Administrative Agent’s Office, not later than 1:00 P.M. on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Facility Loans shall be immediately delivered to the Swingline Lender (and not to the Canadian Borrower) and applied to repay the Refunded Swingline Loans. On the day such Revolving Facility Loans are made, the Swingline Lender’s Revolving Commitment Percentage of the Refunded Swingline Loans shall be deemed to be paid with the proceeds of a Revolving Facility Loan made by the Swingline Lender and such portion of the Swingline Loans deemed to be so paid shall no longer be outstanding as Swingline Loans and shall instead be outstanding as Revolving Facility Loans. The Canadian Borrower authorizes the Administrative Agent and the Swingline Lender to charge the Canadian Borrower’s account with the Administrative Agent (up to the amount available in such account) in order to pay immediately to the Swingline Lender the amount of such Refunded Swingline Loans to the extent amounts received from the Revolving Facility Lenders, including amounts deemed to be received from the Swingline Lender, are not sufficient to repay in full such Refunded Swingline Loans. If any portion of any such amount paid (or deemed to be paid) to the Swingline Lender should be recovered by or on behalf of the Canadian Borrower from the Swingline Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Revolving Facility Lenders in the manner contemplated by Section 2.19.
(e) A copy of each notice given by the Swingline Lender pursuant to this Section 2.04 shall be promptly delivered by the Swingline Lender to the Administrative Agent and the Canadian Borrower. Upon the making of a Revolving Facility Loan by a Revolving Facility Lender pursuant to this Section 2.04, the amount so funded shall no longer be owed in respect of its Participation Interest in the related Refunded Swingline Loans.
(and f) If as a result of any proceeding under any Debtor Relief Law, Revolving Facility Loans are not made pursuant to this Section 2.04 sufficient to repay any amounts owed to the other Swingline Lenders) not later than 10:00 a.m.Lender as a result of a nonpayment of outstanding Swingline Loans, New York City time on any Business Day, require the each Revolving Facility Lenders Lender agrees to acquire participations on purchase, and shall be deemed to have purchased, a participation in such Business Day in all or a portion of the outstanding Swingline Loans made by itin an amount equal to its Revolving Commitment Percentage of the unpaid amount together with accrued interest thereon. Such Upon one Business Day’s notice from the Swingline Lender, each Revolving Facility Lender shall specify deliver to the aggregate Swingline Lender an amount of equal to its respective Participation Interest in such Swingline Loans in which same day funds at the Revolving Facility Lenders will participateoffice of the Swingline Lender specified or referred to in Schedule 9.01. Promptly upon receipt of In order to evidence such notice, the Administrative Agent will give notice thereof to Participation Interest each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely agrees to enter into a participation agreement at the request of the Swingline Lender in form and unconditionally agrees, upon receipt of notice as provided above, substance reasonably satisfactory to pay all parties. In the event any Revolving Facility Lender fails to make available to the Administrative Agent for Swingline Lender the account amount of the applicable Swingline Lender, such Revolving Facility Lender’s Participation Interest as provided in this Section 2.04(f), the Swingline Lender shall be entitled to recover such amount on demand from such Revolving Facility Percentage Lender together with interest at the customary rate set by the Swingline Lender for correction of such Swingline Loan or errors among banks in New York City for one Business Day and thereafter at the Alternate Base Rate plus the then Applicable Margin for ABR Loans. .
(g) Each Revolving Facility Lender acknowledges and agrees that its respective Lender’s obligation to acquire participations make Revolving Facility Loans pursuant to Section 2.04(d) and to purchase Participation Interests in outstanding Swingline Loans pursuant to this paragraph is Section 2.04(f) above shall be absolute and unconditional and shall not be affected by any circumstance whatsoevercircumstance, including (without limitation) (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Facility Lender or any other Person may have against the Swingline Lender, the Canadian Borrower, Holdings or any other Loan Party, (ii) the occurrence and or continuance of a Default or reduction an Event of Default or the termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations amount of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility LendersCommitments after any such Swingline Loans were made, (iii) any adverse change in the condition (financial or otherwise) of the Canadian Borrower or any other Person, (iv) any breach of this Agreement or any other Loan Document by the Canadian Borrower or any other Lender, (v) whether any condition specified in Article IV is then satisfied or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the forgoing. The Administrative Agent If such Lender does not pay such amount forthwith upon the Swingline Lender’s demand therefor, and until such time as such Lender makes the required payment, the Swingline Lender shall notify be deemed to continue to have outstanding Swingline Loans in the Borrower amount of such unpaid Participation Interest for all purposes of the Loan Documents other than those provisions requiring the other Lenders to purchase a participation therein. Further, such Lender shall be deemed to have assigned any participations 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 Swingline Loans in any the amount of the Participation Interest in Swingline Loan acquired Loans that such Lender failed to purchase pursuant to this paragraph Section 2.04(g) until such amount has been purchased (c), and thereafter payments by the Borrower in respect as a result of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (assignment or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofotherwise).
Appears in 2 contracts
Sources: Credit Agreement (Telesat Holdings Inc.), Credit Agreement (Telesat Canada)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make Swingline Loans in Dollars, Euros or other Alternative Currency to the Borrower from time to time during the Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding that will not result in (x) the Dollar Equivalent of the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment, Commitment or (y) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the aggregate USD Revolving Facility Credit Exposure of the applicable Class exceeding the total aggregate USD Revolving Facility CommitmentsCommitments of such Class and; provided that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(b) To request a Swingline Borrowing, the Borrower shall notify the Administrative Agent and the Swingline Lenders Lender of such request by telephone (confirmed by with a Swingline Borrowing Request by telecopy) electronic means, not later than 11:00 a.m.2:00 p.m., New York City time time, on the day of the a proposed Swingline BorrowingLoan. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date of such Swingline Borrowing (which shall be a Business Day), ) and (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each The Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of specified by the Borrower in the Swingline Borrowing Request (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving an L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).
(c) A The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m.12:00 pm, New York City time time, on any Business Day, Day require the USD Revolving Facility Lenders of the applicable Class to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the USD Revolving Facility Lenders will participateparticipate and whether such Swingline Loans are Swingline Loans. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such USD Revolving Facility Lender’s applicable USD Revolving Facility Percentage of such Swingline Loan or Loans. Each USD Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such USD Revolving Facility Lender’s applicable USD Revolving Facility Percentage of such Swingline Loan or Loans. Each USD Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each USD Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such USD Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the USD Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the USD Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
(d) The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more USD Revolving Facility Lenders that agree to serve in such capacity as provided below. The acceptance by a USD Revolving Facility Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, executed by the Borrower, the Administrative Agent and such designated Swingline Lender, and, from and after the effective date of such agreement, (i) such USD Revolving Facility Lender shall have all the rights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such USD Revolving Facility Lender in its capacity as a lender of Swingline Loans hereunder.
Appears in 2 contracts
Sources: Revolving Facility Repricing Amendment (Alliance Laundry Holdings Inc.), Revolving Facility Repricing Amendment (Alliance Laundry Holdings Inc.)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make Swingline Loans denominated in US Dollars to the Borrower Borrowers from time to time during the Revolving Availability Period in U.S. Dollars, in an aggregate principal amount at any time outstanding that will not result in (xi) the aggregate principal amount of the outstanding Swingline Loans exceeding the Swingline US$40,000,000, (ii) any Lender’s US Tranche Revolving Exposure exceeding such Lender’s US Tranche Revolving Commitment, (yiii) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Aggregate US Tranche Revolving Facility Credit Exposure exceeding the total Aggregate US Tranche Revolving Facility CommitmentsCommitment, (iv) any Lender’s European Tranche Revolving Exposure exceeding such Lender’s European Tranche Revolving Commitment or (v) the Aggregate European Tranche Revolving Exposure exceeding the Aggregate European Tranche Revolving Commitment; provided that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(b) To request a Swingline BorrowingLoan, the Borrower applicable Borrower, or Parent on its behalf, shall notify the Swingline Lenders Administrative Agent of such request by telephone (promptly confirmed by Electronic Communication of a Swingline written Borrowing Request signed by telecopythe applicable Borrower, or by Parent on its behalf) not later than 11:00 a.m.2:00 p.m., New York City time time, on the day of the a proposed Swingline BorrowingLoan. Each such notice telephonic and Swingline written Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) and the amount of the requested Swingline BorrowingLoan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from, (iii) the term of such Swingline Loanor on behalf of, and (iv) the location and number of the a Borrower’s account to which funds are to be disbursed. Each The Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the applicable Borrower by means of a credit to the general deposit account of such Borrower with the Borrower Swingline Lender (or, in the case of a Swingline Borrowing Loan requested to be made to finance the reimbursement of a Revolving L/C an LC Disbursement as provided in Section 2.05(e2.06(e), by remittance to the account of the applicable Issuing Bank)Bank identified in such Borrowing Request) by 3:30 p.m., New York City time, on the requested date of such Swingline Loan.
(c) A The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m.12:00 noon, New York City time time, on any Business Day, Day require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itoutstanding. Such notice shall specify the aggregate principal amount of such the Swingline Loans in which the Revolving Facility Lenders will be required to participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Revolving Lender, specifying in such notice such Lender’s Revolving Facility Combined Tranche Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agreesagrees to pay, promptly upon receipt of notice as provided aboveabove (and in any event, to pay if such notice is received by 12:00 noon, New York City time, on a Business Day, no later than 5:00 p.m., New York City time, on such Business Day and if received after 12:00 noon, New York City time, on a Business Day, no later than 10:00 a.m., New York City time, on the immediately succeeding Business Day), to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Combined Tranche Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that, in making any Swingline Loan, the Swingline Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of each Borrower deemed made pursuant to Section 4.02, unless, at least two Business Days prior to the time such Swingline Loan was made, the Majority in Interest of the Revolving Lenders shall have notified the Swingline Lender (with a copy to the Administrative Agent) in writing that, as a result of one or more events or circumstances described in such notice, one or more of the conditions precedent set forth in Section 4.02 would not be satisfied if such Swingline Loan were then made (it being understood and agreed that, in the event the Swingline Lender shall have received any such notice, it shall have no obligation to make any Swingline Loan until and unless it shall be satisfied that the events and circumstances described in such notice shall have been cured or otherwise shall have ceased to exist). Each Revolving Lender further acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 2.07 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 2.07 shall apply, mutatis mutandis, to the payment obligations of the LendersRevolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the applicable Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the a Borrower (or any other party Person on behalf of the a Borrower) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the a Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the a Borrower of any default in the payment thereof.
Appears in 2 contracts
Sources: Credit Agreement (TripAdvisor, Inc.), Credit Agreement (TripAdvisor, Inc.)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, (i) each Swingline Dollar Lender agrees to make Swingline Dollar Loans to the any Domestic Swingline Borrower from time to time during the Revolving Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding for all Swingline Dollar Loans that will not result in (x) the aggregate principal amount of outstanding Swingline Dollar Loans made by such Swingline Dollar Lender exceeding the such Swingline Commitment, Dollar Lender’s Swingline Dollar Commitment or (y) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments and (ii) each Swingline Euro Lender agrees to make Swingline Euro Loans to any Foreign Swingline Borrower from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding for all Swingline Euro Loans that will not result in (x) the aggregate principal amount of outstanding Swingline Euro Loans of made by such Swingline Euro Lender exceeding such Swingline Euro Lender’s Swingline Commitments Euro Commitment or (zy) the sum of the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Dollar Borrowing or Swingline Euro Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(b) To request a Swingline Dollar Borrowing or Swingline Euro Borrowing, the Borrower Representative, on behalf of the applicable Borrower, shall notify the Administrative Agent and the applicable Swingline Lenders Lender of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) ), not later than 11:00 a.m., New York City time Local Time, on the day of a proposed Swingline Borrowing (or in the case of a Swingline Euro Borrowing, 10:00 a.m. New York time, on the Business Day preceding the date of the proposed Swingline Euro Borrowing). Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the Borrower requesting such Borrowing, (ii) the requested date (which shall be a Business Day), (iiiii) the amount of the requested Swingline BorrowingDollar Borrowing (expressed in Dollars) or Swingline Euro Borrowing (expressed in Euros), (iii) the term of such Swingline Loanas applicable, and (iv) in the location and number case of a Swingline Euro Borrowing, the Interest Period to be applicable thereto, which shall be a period contemplated by clause (b) of the Borrowerdefinition of the term “Interest Period.” The Administrative Agent shall promptly advise each Swingline Dollar Lender (in the case of a notice relating to a Swingline Dollar Borrowing) or each Swingline Euro Lender (in the case of a notice relating to a Swingline Euro Borrowing) of any such notice received from the Borrower Representative on behalf of a Borrower and the amount of such Swingline Lender’s account to which funds are Swingline Loan to be disbursedmade as part of the requested Swingline Dollar Borrowing or Swingline Euro Borrowing, as applicable. Each Swingline Dollar Lender shall make each Swingline Dollar Loan to be made by it hereunder in accordance with Section 2.02(a2.04(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City timeLocal Time, to the account of the Administrative Agent by notice to the Swingline Dollar Lenders. The Administrative Agent will make such Swingline Dollar Loans available to the applicable Domestic Swingline Borrower by promptly crediting the amounts so received, in like funds, to the general deposit account of the applicable Domestic Swingline Borrower with the Administrative Agent (or, in the case of a Swingline Dollar Borrowing made to finance the reimbursement of a Revolving an L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank). Each Swingline Euro Lender shall make each Swingline Euro Loan to be made by it hereunder in accordance with Section 2.04(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., Local Time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Swingline Euro Lenders. The Administrative Agent will make such Swingline Euro Loans available to the applicable Foreign Swingline Borrower by (i) promptly crediting the amounts so received, in like funds, to the general deposit account with the Administrative Agent of the applicable Foreign Swingline Borrower most recently designated to the Administrative Agent or (ii) by wire transfer of the amounts received in immediately available funds to the general deposit account of the applicable Foreign Swingline Borrower most recently designated to the Administrative Agent.
(c) A Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Dollar Lenders or Swingline Euro Lenders, as applicable) not later than 10:00 a.m., New York City time Local Time, on any Business Day, Day require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the applicable Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the applicable Borrower (or any other party on behalf of the such Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the applicable Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the applicable Borrower of any default in the payment thereof.
(d) Upon the Restatement Effective Date, the aggregate amount of participations in Swingline Loans held by Revolving Lenders shall be deemed to be reallocated to the Tranche 1 Revolving Lenders and Tranche 2 Revolving Lenders so that participation of the Tranche 1 Revolving Lenders and Tranche 2 Revolving Lenders, respectively, in outstanding Swingline Loans shall be in proportion to their respective Tranche 1 Revolving Commitments and Tranche 2 Revolving Commitments.
(e) Upon the Tranche 1 Revolving Facility Maturity Date, the aggregate amount of participations in Swingline Loans held by Tranche 1 Revolving Lenders shall be deemed to be reallocated to the Tranche 2 Revolving Lenders so that participation of the Tranche 2 Revolving Lenders in outstanding Swingline Loans shall be in proportion to such Tranche 2 Revolving Lenders’ Tranche 2 Revolving Commitments; provided, however, that (x) to the extent that the amount of such reallocation would cause the aggregate Tranche 2 Revolving Facility Credit Exposure to exceed the aggregate amount of Tranche 2 Revolving Commitments, immediately prior to such reallocation the amount of Swing Line Loans equal to such excess shall be repaid or Cash Collateralized and (y) there shall be no such reallocation of participations in Swingline Loans to Tranche 2 Revolving Lenders if a Default or Event of Default has occurred and is continuing or if the Loans have been accelerated prior to the Tranche 1 Revolving Facility Maturity Date.
(f) If within 5 Business Days of any Lender becoming a Defaulting Lender the reallocation of Revolving Credit Facility Percentages shall not have occurred in accordance with Section 2.26(a)(ii), a Swingline Lender shall not be obligated to make any Swingline Loans unless the Swingline Lender has entered into arrangements satisfactory to it and the Company to eliminate the Swingline Lender’s risk with respect to each Defaulting Lender’s participation in such Swingline Loans (which arrangements are hereby consented to by the Lenders), including by Cash Collateralizing such Defaulting Lender’s Revolving Facility Percentage of the outstanding Swingline Loans (which Cash Collateralization is deemed so satisfactory) (such arrangements, the “Swingline Back-Stop Arrangements”). If a reallocation of Revolving Credit Facility Percentages shall have occurred in accordance with Section 2.26(a)(ii), and the amount of a proposed Swingline Loan would cause the aggregate Revolving Facility Credit Exposure of all non-Defaulting Lenders to exceed the aggregate Revolving Facility Commitments of all non-Defaulting Lenders, a Swingline Lender shall not be obligated to make such Swingline Loans unless such Swingline Lender has entered into Swingline Back-Stop Arrangements with respect to the amount of such excess.
Appears in 2 contracts
Sources: Amendment Agreement (Celanese Corp), Credit Agreement (Celanese CORP)
Swingline Loans. (a) Subject to the terms and conditions set forth hereinherein (including Section 2.22), each in reliance upon the agreements of the other Lenders set forth in this Section 2.04, the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Revolving Availability Period denominated in U.S. Dollarsdollars, in an aggregate principal amount at any time outstanding that will not result in (x) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment, (yi) the outstanding Swingline Loans of such the Swingline Lender exceeding such its Swingline Lender’s Swingline Commitments or Commitment, (zii) the Revolving Facility Credit Exposure of the Swingline Lender exceeding its Revolving Commitment or (iii) the Aggregate Revolving Exposure exceeding the total aggregate Revolving Facility Commitments; , provided that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(b) To request a Swingline BorrowingLoan, the Borrower shall notify the Administrative Agent and the Swingline Lenders Lender of such request by telephone in writing or facsimile (confirmed by a Swingline Borrowing Request by telecopy) telephone), not later than 11:00 10:00 a.m., New York City time time, or, if agreed by the Swingline Lender, 12:00 noon, New York City time, on the day of the such proposed Swingline BorrowingLoan. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the amount of the requested Swingline Borrowing, Loan and (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursedcredited, which shall comply with Section 2.06, or in the case of any Swingline Loan requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), the identity of the Issuing Bank that made such LC Disbursement. Each The Swingline Lender shall make each Swingline Loan available to be the Borrower by means of a credit to the general deposit accounts of the Borrower maintained with the Swingline Lender for the applicable Swingline Loan (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), by it hereunder in accordance with Section 2.02(aremittance to the applicable Issuing Bank) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. No Swingline Lender shall be under any obligation to the account of the Borrower (or, in the case of make a Swingline Borrowing made Loan if any Lender is at that time a Defaulting Lender, if after giving effect to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e2.22(a)(iv), by remittance to the applicable Issuing Bank)any Defaulting Lender Fronting Exposure remains outstanding.
(c) A The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m.1:00 p.m., New York City time time, on any Business Day, Day require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itoutstanding. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Revolving Lender, specifying in such notice such Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Swingline Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Swingline Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (with references to 12:00 noon, New York City time, in such Section being deemed to be references to 3:00 p.m., New York City time) (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the LendersRevolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly pay remit to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the Borrower (or any other party Person on behalf of the Borrower) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly by the Swingline Lender to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; , provided that any such payment so remitted shall be repaid to such the Swingline Lender or to the Administrative Agent, as applicablethe case may be, and thereafter to the Borrower, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
(d) The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more Revolving Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, executed by the Borrower, the Administrative Agent and such designated Swingline Lender, and, from and after the effective date of such agreement, (i) such Revolving Lender shall have all the rights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such Revolving Lender in its capacity as a lender of Swingline Loans hereunder.
(e) The Borrower may terminate the appointment of any Swingline Lender as a “Swingline Lender” hereunder by providing a written notice thereof to such Swingline Lender, with a copy to the Administrative Agent. Any such termination shall become effective upon the earlier of (i) such Swingline Lender’s acknowledging receipt of such notice and (ii) the fifth Business Day following the date of the delivery thereof, provided that no such termination shall become effective until and unless the Swingline Exposure of such Swingline Lender shall have been reduced to zero. Notwithstanding the effectiveness of any such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to such termination, but shall not make any additional Swingline Loans.
(f) If at any time that Swingline Loans are outstanding a Revolving Lender becomes a Defaulting Lender, the Swingline Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders that are Revolving Lenders in accordance with Section 2.22(a)(iv). If such reallocation cannot, or can only partially, be effected, the Borrower shall within one Business Day following notice and request by the Administrative Agent prepay such unreallocated portion of the Swingline Loans. Notwithstanding the foregoing, 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 it is reasonably satisfied that the related exposure will be 100% covered by the Revolving Commitments of the Non-Defaulting Lenders and participating interests in any such newly made Swingline Loan shall be allocated among Non-Defaulting Lenders in a manner consistent with Section 2.22(a)(iv).
Appears in 2 contracts
Sources: Credit Agreement (Camping World Holdings, Inc.), Credit Agreement (Camping World Holdings, Inc.)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make Swingline Loans to the Borrower Borrowers from time to time during the Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding that will not result in (xi) the aggregate principal amount of outstanding Swingline Loans (calculated, in the case of Alternate Currency Loans, based on the Dollar Equivalent thereof) exceeding the Swingline Commitment, (y) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments Commitment or (zii) the Revolving Facility Credit Exposure of the applicable Class exceeding the total Revolving Facility CommitmentsCommitments of such Class; provided provided, that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swingline Loans. All The interest rate for a Swingline Loans Loan in Dollars shall be ABR plus the Applicable Margin for Revolving Loans under this that are ABR Loans or, if a Working Cash Agreement is in effect, at the LIBOR based rate plus the Applicable Margin for Revolving Loans that are Eurocurrency Loans determined in accordance with such Working Cash Agreement. The interest rate for a Swingline Loan in an Alternate Currency shall be a LIBOR based rate plus the Applicable Margin for Revolving Loans that are Eurocurrency Loans.
(b) To request a Swingline Borrowing, the Borrower Representative shall notify the Administrative Agent and the Swingline Lenders Lender of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) electronic means), not later than 11:00 a.m.2:00 p.m., New York City time Local Time, on the day of the a proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date of such Swingline Borrowing (which shall be a Business Day), ) and (ii) the amount of the requested Swingline Borrowing, (iii) . The Swingline Lender may consult with the term Administrative Agent as to whether the making of the Swingline Loan is in accordance with the terms of this Agreement prior to the Swingline Lender funding such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each The Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 4:00 p.m., New York City timeLocal Time, to the account of the applicable Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving an L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank). The obligation of the Borrowers to repay the Swingline Loan shall be evidenced by a promissory note of the Borrowers dated the Closing Date, payable to the order of the Swingline Lender and substantially in the form of Exhibit L (as amended, supplemented or otherwise modified from time to time, the “Swingline Note”).
(c) A The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time Local Time, on any Business Day, Day require the Revolving Facility Lenders of the applicable Class to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Revolving Facility Lender’s applicable Revolving Facility Percentage of such Swingline Loan or LoansLoans plus accrued interest thereon. Each Revolving Facility Lender hereby absolutely and unconditionally agreesagrees that, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s applicable Revolving Facility Percentage of such Swingline Loan or LoansLoans plus accrued interest thereon. Each Revolving Facility Lender further acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the LendersLenders pursuant to this paragraph), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower Representative of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the Borrower Borrowers (or any other party on behalf of the BorrowerBorrowers) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided provided, that any such payment so remitted shall be repaid to such the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower Borrowers for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not constitute a Loan and shall not relieve the Borrower Borrowers of any default in the payment thereof.
(d) In addition to making Swingline Loans pursuant to the foregoing provisions of this Section 2.04, without the requirement for a specific request from the Borrowers pursuant to subsection 2.04(b), the Swingline Lender may make Swingline Loans to the Borrowers in accordance with the provisions of any agreements between one or more of the Borrowers and the Swingline Lender relating to the Borrowers’ (or the Borrower Representative’s) deposit, sweep and other accounts at the Swingline Lender and related arrangements and agreements regarding the management and investment of the Borrowers’ (or the Borrower Representative’s) cash assets that are satisfactory to the Administrative Agent and Swingline Lender (the “Working Cash Agreements”) to the extent of the daily aggregate net negative balance in the Borrowers’ (or the Borrower Representative’s) accounts which are subject to the provisions of the Working Cash Agreements. Swingline Loans made pursuant to this subsection 2.04(d) in accordance with the provisions of the Working Cash Agreements shall (i) be subject to the limitations as to aggregate amount set forth in subsection 2.04(a), (ii) not be subject to the limitations as to individual amount set forth in subsection 2.02(c), (iii) be payable by the Borrowers, both as to principal and interest, at the times set forth in the Working Cash Agreements (but in no event later than the Revolving Facility Maturity Date), (iv) [reserved], (v) if not repaid by the Borrowers in accordance with the provisions of the Working Cash Agreements, be subject to each Revolving Facility Lender’s obligation to purchase participating interests therein pursuant to subsection 2.04(c), and (vi) except as provided in the foregoing subsections (i) through (v), be subject to all of the terms and conditions of this Section 2.
Appears in 2 contracts
Sources: Credit Agreement (Presidio, Inc.), Credit Agreement (Presidio, Inc.)
Swingline Loans. (ai) Subject to the terms and conditions set forth hereinof this Agreement, each the Swingline Lender agrees to may, in its sole discretion, make Swingline Loans to the Borrower Borrowers from time to time on any Business Day during the Availability Period period from the date hereof to but excluding the Facility Termination Date in U.S. Dollars, in an the aggregate principal outstanding amount not to exceed the Swingline Sublimit; provided that after giving effect to such Swingline Loan, the Dollar Amount of the Aggregate Outstanding Credit Exposure at any time outstanding shall not exceed the Aggregate Commitment, and provided further that will not result in (x) at no time shall the aggregate principal amount Dollar Amount of outstanding the Aggregate Outstanding Credit Exposure of the Swingline Lender exceed the Aggregate Commitment of such Lender. The Swingline Lender may make Swingline Loans exceeding the Swingline Commitment, (y) the outstanding available in Dollars or any other Agreed Currency in its sole discretion and if any such Swingline Loans of are made available in other Agreed Currencies or are made to a Borrower domiciled in an EEA Member Country, such Swingline Lender exceeding such Loans shall be deemed to utilize the Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender Multicurrency Commitment. Each Lender’s Commitment shall be deemed utilized by an amount equal to such Lender’s Commitment Percentage of the Dollar Amount of each Swingline Loan for purposes of determining the amount of Loans required to make a Swingline Loan to refinance an outstanding Swingline Borrowingbe made by such Lender. Within the foregoing limits limits, and subject to the terms and conditions set forth hereinhereof, the Borrower Borrowers may borrowborrow under this Section 2.1(b), prepay repay and reborrow Swingline Loansat any time prior to the Facility Termination Date. All Swingline Loans shall bear interest (a) in the case of such Loans denominated in Dollars, at the Base Rate plus the Applicable Margin for Floating Rate Loans or such other rate as shall be ABR Loans under this Agreement.
agreed between the relevant Borrower and the Swingline Lender with respect to any Swingline Loan at the time such Swingline Loan is made and (b) To request a in the case of such Loans denominated in other Eligible Currencies, at such other rate as shall be agreed between the relevant Borrower and the Swingline BorrowingLender with respect to any Swingline Loan at the time such Swingline Loan is made (it being understood that such pricing may, by agreement of the relevant Borrower and the Swingline Lender, be based on rates other than those of the London interbank market). The applicable Borrower shall notify the repay each Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m., New York City time Loan on the day earlier to occur of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the date ten (10) Business Days after such Swingline Loan is made, if requested date (which shall be a Business Day)by the Administrative Agent on behalf of the Swingline Lender, and (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursedFacility Termination Date. Each Swingline Lender shall make each If any Swingline Loan to be made is not repaid by it hereunder in accordance with Section 2.02(a) the relevant Borrower on the proposed date thereof by wire transfer when due, each Lender will make a Floating Rate Loan the proceeds of immediately available funds by 3:00 p.m., New York City time, which will be used to repay the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement Loan as provided described in Section 2.05(e), by remittance to the applicable Issuing Bank2.1(b)(ii).
(cii) A The Swingline Lender may by written notice given to is making the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which reliance upon the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account agreements of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations other Lenders set forth in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.2.1
Appears in 2 contracts
Sources: Five Year Credit Agreement (Cardinal Health Inc), Five Year Credit Agreement (Cardinal Health Inc)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time in dollars during the Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding that will not result in (xi) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment, $5,000,000 or (yii) the outstanding Swingline Loans sum of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the total Revolving Facility Credit Exposure Exposures exceeding the total Revolving Facility Commitments; provided that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Notwithstanding the foregoing, the Swingline Lender shall not be required to make a Swingline Loan if (i) any Revolving Lender shall be a Defaulting Lender, (ii) any Revolving Lender shall have notified the Swingline Lender and the Borrower in writing at least one Business Day prior to the date of Borrowing with respect to such Swingline Loan that the conditions set forth in Section 5.2 have not been satisfied and such conditions remain unsatisfied as of the requested time of the making of such Swingline Loan or (iii) the Lenders have not made the initial Revolving Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(b) To request a Swingline BorrowingLoan, the Borrower shall notify the Swingline Lenders Administrative Agent of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) ), not later than 11:00 a.m.3:00 p.m., New York City time time, on the day of the a proposed Swingline BorrowingLoan. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall aggregate principal amount to be a Business Day)borrowed, (ii) the amount requested date of the requested Swingline such Borrowing, and (iii) the term amount of, and the length of such the Swingline Interest Period for, each Swingline Loan, and (iv) provided, however, that no such Swingline Interest Period shall end after the location and number Business Day immediately preceding the Maturity Date. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower’s account to which funds are to be disbursed. Each The Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the Borrower by means of a credit to the general deposit account of the Borrower with the Swingline Lender (or, in the case of a Swingline Borrowing Loan made to finance the reimbursement of a Revolving L/C an LC Disbursement as provided in Section 2.05(e2.9(e), by remittance to the applicable Issuing Bank)) by 3:30 p.m., New York City time, on the requested date of such Swingline Loan.
(c) A The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 11:00 a.m., New York City time time, on any Business DayDay notify the Administrative Agent that the Swingline Lender is requesting that each Lender, and the Administrative Agent may (with the consent of Required Lenders) or shall (at the request of Required Lenders) by written notice given to the Swingline Lender not later than 11:00 a.m., New York City time, on any Business Day require that each Lender, at the option of the Borrower, (i) make a Revolving Facility Lenders Loan in an amount equal to its pro rata Revolving Commitment with respect to the outstanding principal balance of, and accrued and unpaid interest on, the Swingline Loans, or (ii) acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itoutstanding. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of In either such notice, case (i) the Administrative Agent will give notice shall notify each Lender of the details thereof to each such Lender, specifying in such notice and of the amount of such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility participation interest, as the case may be, and (ii) each Lender hereby absolutely shall, whether or not any Default shall have occurred and unconditionally agreesbe continuing, upon receipt of notice as provided aboveany representation or warranty shall be accurate, to pay any condition to the Administrative Agent for the account making of the applicable Swingline Lenderany Loan hereunder shall have been fulfilled, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance other matter whatsoever, including make the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall Revolving Loan required to be made without any offsetby it, abatementor purchase the participation required to be purchased by it, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, funds to the payment obligations account of the Lenders), and the Administrative Agent shall promptly pay most recently designated by it for such purpose by notice to the applicable Swingline Lenders, (A) in the event that such Lender receives such notice prior to 12:00 noon, New York City time, on any Business Day, by no later than 3:00 p.m., New York City time, on such Business Day, or (B) in the amounts so received event that such Lender receives such notice at or after 12:00 noon, New York City time, on any Business Day, by it from no later than 1:00 p.m. New York City time on the Revolving Facility Lendersimmediately succeeding Business Day. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired Any Loans made pursuant to this paragraph (c) shall, for all purposes hereof, be deemed to be Revolving Loans referred to in Section 2.1 and made pursuant to Section 2.4(a), and thereafter payments the Lenders’ obligations to make such Loans shall be absolute and unconditional. The Administrative Agent will make such Loans, or the amount of such participations, as the case may be, available to the Swingline Lender by promptly crediting or otherwise transferring the amounts so received, in like funds, to the Swingline Lender. Each Lender shall also be liable for an amount equal to the product of its pro rata Revolving Commitment and any amounts paid by the Borrower in respect of such Swingline Loan pursuant to this Section 2.10 that are subsequently rescinded or avoided, or must otherwise be restored or returned. Such liabilities shall be made absolute and unconditional and without regard to the occurrence of any Default or the compliance by the Borrower with any of its obligations under the Loan Documents. Whenever the Administrative Agent and not to is reimbursed by the applicable Borrower, for the account of the Swingline Lender. Any amounts received , for any payment in connection with Swingline Loans and such payment relates to an amount previously paid by a Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly pursuant to the Administrative Agent; any such amounts received by this Section, the Administrative Agent shall be remitted will promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and pay over such payment to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan or the making by the Lenders of a Revolving Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
Appears in 2 contracts
Sources: Credit and Guarantee Agreement (General Communication Inc), Credit and Guarantee Agreement (Gci Inc)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to may, in its sole discretion, make Swingline Loans to the Borrower Borrowers from time to time during from the Availability Period in U.S. DollarsEffective Date through, but not including, the Maturity Date, in an aggregate principal amount at any time outstanding that will not result in (x) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment, Commitment or (y) the outstanding Swingline Loans Outstanding Amount of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure Advances exceeding the total Aggregate Revolving Facility CommitmentsCommitments then in effect; provided that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall bear interest at a rate determined by reference to the Adjusted Base Rate. The Swingline Lender may request that the Swingline Obligations owing to the Swingline Lender be ABR Loans under this Agreementevidenced by a Swingline Note. In such event, the Borrowers shall execute and deliver to the Swingline Lender a Swingline Note payable to the Swingline Lender and its registered assigns. Thereafter, the Swingline Obligations evidenced by such Swingline Note and interest thereon shall at all times (including after any assignment pursuant to Section 9.06) be represented by one or more Swingline Notes payable to the payee named therein or any assignee pursuant to Section 9.06.
(b) To request a Swingline Borrowing, the Borrower Representative shall notify the Swingline Lenders Lender of such request by a Swingline Borrowing Notice (sent by hand delivery, fax or sent by electronic communication (e‑mail) (or by telephone (notice promptly confirmed by a Swingline Borrowing Request Notice by telecopywritten, fax or electronic communication (e‑mail)) not later than 11:00 a.m.noon (New York, New York City time time) on the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request Notice shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day)) of the Swingline Borrowing, (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number of the a Borrower’s account to which funds are to be disbursed. Each Swingline Loan shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. The Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m.p.m. (New York, New York City time, ) to the account of specified by the Borrower (or, Representative in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)Notice.
(c) A The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m.a.m. (New York, New York City time time) on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage Pro Rata Share of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage Pro Rata Share of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. The failure of any Lender to acquire participations in Swingline Loans pursuant to this paragraph shall not relieve any other Lender of its obligation, if any, to acquire participations in Swingline Loans in accordance with this paragraph, and no Lender shall be responsible for the failure of any other Lender to acquire participations in Swingline Loans in accordance herewith. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available fundsfunds not later than 1:00 pm (New York, New York time) on the Business Day specified in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender Swingline Borrowing Notice (and Section 2.06 2.02(e) shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower Representative of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower Borrowers in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the Borrower Borrowers (or any other party on behalf of the BorrowerBorrowers) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower Borrowers for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower Borrowers of any default in the payment thereof.
Appears in 2 contracts
Sources: Credit Agreement (CorEnergy Infrastructure Trust, Inc.), Credit Agreement (CorEnergy Infrastructure Trust, Inc.)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the US Tranche Swingline Lender agrees to make US Tranche Swingline Loans in US Dollars to the Borrower Company from time to time during the Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding that will not result in (xi) the aggregate principal amount of outstanding US Tranche Swingline Loans exceeding the Swingline Commitment, $75,000,000 or (yii) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the total US Tranche Revolving Facility Credit Exposure Exposures exceeding the total US Tranche Revolving Facility Commitments; provided that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Subject to the terms and conditions set forth herein, the Canadian Tranche Swingline Lender agrees to make Canadian Tranche Swingline Loans in Canadian Dollars to the Canadian Borrowers from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the US Dollar Equivalent of the aggregate principal amount of outstanding Canadian Tranche Swingline Loans exceeding $5,000,000 or (ii) the total Canadian Tranche Exposures exceeding the total Canadian Tranche Commitments; provided that the Canadian Tranche Swingline Lender shall not be required to make a Canadian Tranche Swingline Loan to refinance an outstanding Canadian Tranche Swingline Loan. Subject to the terms and conditions set forth herein, the UK Tranche Swingline Lender agrees to make UK Tranche Swingline Loans in Pounds Sterling or Euro to the UK Borrowers from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the US Dollar Equivalent of the aggregate principal amount of outstanding UK Tranche Swingline Loans exceeding $1,000,000 or (ii) the total UK Tranche Exposures exceeding the total UK Tranche Commitments; provided that the UK Tranche Swingline Lender shall not be required to make a UK Tranche Swingline Loan to refinance an outstanding UK Tranche Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(b) To request a Swingline BorrowingLoan, the applicable Borrower shall notify the Swingline Lenders Applicable Agent of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) ), not later than 11:00 a.m.1:00 p.m., New York City time Local Time (except, in the case of a Canadian Tranche Swingline Loan, not later than 12:00 noon, Toronto time) on the day of the a proposed Swingline BorrowingLoan. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the and amount of the requested Swingline Borrowing, (iii) Loan and the term Tranche under which the requested Swingline Loan will be borrowed. The Applicable Agent will promptly advise the applicable Swingline Lender of any such Swingline Loan, and (iv) the location and number of the notice received from a Borrower’s account to which funds are to be disbursed. Each The applicable Swingline Lender shall make each Swingline Loan available to be made the applicable Borrower by it hereunder in accordance means of a credit to the general deposit account of such Borrower with Section 2.02(a) on the proposed date thereof such Swingline Lender or by wire transfer of immediately available funds to an account specified by 3:00 p.m., New York City time, to such Borrower in the account of the Borrower applicable borrowing request (or, in the case of a US Tranche Swingline Borrowing Loan made to finance the reimbursement of a Revolving L/C an LC Disbursement as provided in Section 2.05(e2.06(e), by remittance to the applicable Issuing Bank)) by 3:00 p.m., Local Time, on the requested date of such Swingline Loan.
(c) A Swingline Lender may by written notice given to the Administrative Applicable Agent (and to the other Swingline Lenders) not later than 10:00 a.m.1:00 p.m., New York City time Local Time, on any Business Day, Day require the Revolving Facility applicable Lenders under a Tranche to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itoutstanding under such Tranche. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility such Lenders will participate. Promptly upon receipt of such notice, the Administrative Applicable Agent will give notice thereof to each such applicable Lender, specifying in such notice such Lender’s Revolving Facility Tranche Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Applicable Agent, for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Tranche Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 2.07 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Applicable Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Applicable Agent shall notify the applicable Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Applicable Agent and not to the applicable such Swingline Lender. Any amounts received by a Swingline Lender from the applicable Borrower (or any other party on behalf of the applicable Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Applicable Agent; any such amounts received by the Administrative such Agent shall be promptly remitted promptly by the Administrative such Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative such Applicable Agent, as applicable, if and to the extent such payment is required to be refunded to the applicable Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the applicable Borrower of any default in the payment thereof.
Appears in 2 contracts
Sources: Credit Agreement (Yrc Worldwide Inc), Credit Agreement (Yrc Worldwide Inc)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each Swingline Lender agrees to make (i) in the case of JPMorgan, (A) Tranche One Swingline Loans and Tranche Two Swingline Loans to any UK Borrowing Subsidiary or Irish Borrowing Subsidiary denominated in Sterling or (B) Tranche One Swingline Loans and Tranche Two Swingline Loans to any Borrower that is not a US Borrowing Subsidiary denominated in Euro, and (ii) in the Borrower case of any other Swingline Lender, such Swingline Loans as it shall agree to make pursuant to its Swingline Agreement, in each case from time to time during the Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding that will not result in (x1) the aggregate outstanding principal amount of outstanding the Swingline Loans denominated in Sterling exceeding £10,000,000, (2) the aggregate outstanding principal amount of the Swingline CommitmentLoans denominated in Euro exceeding €10,000,000, (y3) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Aggregate Tranche One Revolving Facility Credit Exposure exceeding the total aggregate Tranche One Commitments, (4) the Tranche One Revolving Facility CommitmentsCredit Exposure of any Lender (including a Swingline Lender) exceeding its Tranche One Commitment, (5) the Aggregate Tranche Two Revolving Credit Exposure exceeding the aggregate Tranche Two Commitments or (6) the Tranche Two Revolving Credit Exposure of any Lender (including a Swingline Lender) exceeding its Tranche Two Commitment; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Each Swingline Loan will reduce availability under the applicable Tranche on a dollar-for-dollar basis, based on the US Dollar Equivalent of such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Company and the Borrowing Subsidiaries may borrow, prepay and reborrow Swingline Loans. All The failure of any Swingline Lender to make any Swingline Loan required to be made by it shall not relieve any other Swingline Lender of its obligations hereunder; provided that the obligations of the Swingline Lenders to make Swingline Loans are several and not joint and no Swingline Lender shall be ABR responsible for any other Swingline Lender’s failure to make Swingline Loans under this Agreementas required.
(b) To request a Swingline Borrowing, the applicable Borrower shall notify the Administrative Agent and the applicable Swingline Lenders Lender of such request by telephone (confirmed by email (in .pdf format) or fax of a Swingline Borrowing Request written notice signed by telecopy) a Financial Officer on behalf of the applicable Borrower), not later than 11:00 a.m.1:00 p.m., New York City time Local Time, on the day of the such proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the and amount of the requested Swingline Borrowing, (iii) the term of Borrowing and whether such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are Borrowing is to be disburseda Tranche One Swingline Borrowing or a Tranche Two Swingline Borrowing. Each The applicable Swingline Lender shall make each its Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account applicable Borrower by means of a credit to the Borrower Applicable Funding Account (or, in the case of a Swingline Borrowing specified in the notice therefor to be made to finance the reimbursement of a Revolving L/C an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)Bank identified in such notice) by 3:00 p.m., Local Time, on the requested date of such Swingline Borrowing.
(c) A Any Swingline Lender may may, by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m.12:00 noon, New York City time time, on any Business Day, require (i) the Revolving Facility Tranche One Lenders to acquire participations on such Business Day in all or a portion of the outstanding Tranche One Swingline Loans made by itof such Swingline Lender outstanding and (ii) the Tranche Two Lenders to acquire participations on such Business Day in all or a portion of the Tranche Two Swingline Loans of such Swingline Lender outstanding. Such notice shall specify the aggregate amount amounts and currencies of such Swingline Loans in which the Revolving Facility Tranche One Lenders or the Tranche Two Lenders, as applicable, will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Tranche One Lender or Tranche Two Lender, as the case may be, specifying in such notice such Lender’s Revolving Facility Tranche One Percentage or Tranche Two Percentage, as applicable, of such Swingline Loan or Loans and the currencies of such Swingline Loan or Loans. Each Revolving Facility Tranche One Lender or Tranche Two Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable such Swingline Lender, such Revolving Facility Lender’s Revolving Facility Tranche One Percentage or Tranche Two Percentage, as applicable, of such Swingline Loan or Loans. Each Revolving Facility Tranche One Lender and Tranche Two Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Tranche One Commitments or the Tranche Two Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender further acknowledges and agrees that, in making any Swingline Loan, the applicable Swingline Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the applicable Borrower deemed made pursuant to Section 4.02. Each Tranche One Lender and Tranche Two Lender shall comply with its obligation obligations under this paragraph by wire transfer of immediately available fundsfunds promptly (and in any event by the next Business Day or, in the case of a payment obligation in any currency other than US Dollars, within three Business Days), in the same manner as provided in Section 2.06 2.07 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 2.07 shall apply, mutatis mutandis, to the payment obligations of the Tranche One Lenders and Tranche Two Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender or Swingline Lenders the amounts so received by it from the Revolving Facility Tranche One Lenders or the Tranche Two Lenders, as applicable. The Administrative Agent shall notify the Borrower Company of any participations in any Swingline Loan Loans acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan Loans shall be made to the Administrative Agent and not to the applicable Swingline LenderLender or Swingline Lenders. Any amounts received by a Swingline Lender from the Borrower (or any other party on behalf of the Borrower) applicable Borrower in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Tranche One Lenders or the Tranche Two Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicablethe case may be, if and to the extent such payment is required to be refunded to the Borrower a Loan Party for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the any Borrower of any default in the payment thereof.
Appears in 1 contract
Swingline Loans. (a) Subject to the terms and conditions set forth herein, (i) each Swingline Dollar Lender agrees to make Swingline Dollar Loans to the U.S. Borrower from time to time during the Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding that will not result in (x) the aggregate principal amount of outstanding Swingline Dollar Loans exceeding the Swingline Commitment, Dollar Commitment or (y) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments and (ii) on and after the execution and delivery of a counterpart to this Agreement by one or more Swingline Euro Lenders, each such Swingline Euro Lender agrees to make Swingline Euro Loans to the Foreign Subsidiary Borrowers from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (x) the Dollar Equivalent of the aggregate principal amount of outstanding Swingline Euro Loans of such exceeding the Swingline Lender exceeding such Swingline Lender’s Swingline Commitments Euro Commitment or (zy) the sum of the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Dollar Borrowing or Swingline Euro Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(b) To request a Swingline Dollar Borrowing or Swingline Euro Borrowing, the applicable Borrower shall notify the Applicable Agent and the Swingline Dollar Lenders or Swingline Euro Lenders, as applicable, of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) ), not later than 11:00 a.m., New York City time Local Time, on the day of the a proposed Swingline Dollar Borrowing or Swingline Euro Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) in the case of a Swingline Euro Borrowing, the Borrower requesting such Borrowing, (ii) the requested date (which shall be a Business Day), (iiiii) the amount of the requested Swingline BorrowingDollar Borrowing (expressed in Dollars) or Swingline Euro Borrowing (expressed in Euros), (iii) the term of such Swingline Loanas applicable, and (iv) in the location and number case of a Swingline Euro Borrowing, the Interest Period to be applicable thereto, which shall be a period contemplated by clause (b) of the Borrower’s account definition of the term "Interest Period." The applicable Swingline Lender shall consult with the Applicable Agent as to which funds are whether the making of the applicable Swingline Loan is in accordance with the terms of this Agreement prior to be disbursedsuch Swingline Lender funding such Swingline Loan. Each Swingline Dollar Lender shall make each Swingline Dollar Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City timeLocal Time, to the account of the U.S. Borrower (or, in the case of a Swingline Dollar Borrowing made to finance the reimbursement of a Revolving an L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank). Each Swingline Euro Lender shall make each Swingline Euro Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., Local Time, to the account of the applicable Foreign Subsidiary Borrower.
(c) A Swingline Lender may by written notice given to the Administrative Applicable Agent (and to the other Swingline Dollar Lenders or Swingline Euro Lenders, as applicable) not later than 10:00 a.m., New York City time on Local Time, on, in the case of Swingline Dollar Loans, any Business DayDay and, in the case of Swingline Euro Loans, the third Business Day preceding the requested participation funding date, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Applicable Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s 's Revolving Facility Lender's Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Applicable Agent in the currency of the respective Swingline Loan or Loans for the account of the applicable Swingline Lender, such Revolving Facility Lender’s 's Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Applicable Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Applicable Agent shall notify the applicable Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Applicable Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the applicable Borrower (or any other party on behalf of the such Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Applicable Agent; any such amounts received by the Administrative Applicable Agent shall be promptly remitted promptly by the Administrative Applicable Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Applicable Agent, as applicable, if and to the extent such payment is required to be refunded to the applicable Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the applicable Borrower of any default in the payment thereof.
Appears in 1 contract
Sources: Credit Agreement (Nalco Energy Services Equatorial Guinea LLC)
Swingline Loans. (a) Subject to the terms and conditions herein set forth hereinforth, each the Swingline Lender agrees to make Swingline Loans loans to the Borrower Borrowers at any time and from time to time during on or after the Availability Period in U.S. DollarsClosing Date and until the termination of its Swingline Commitment, in an aggregate principal amount at any time outstanding that will not result in (xi) the aggregate principal amount of outstanding all Swingline Loans exceeding $50,000,000 in the Swingline Commitmentaggregate, (yii) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Aggregate Revolving Facility Credit Exposure exceeding the total Total Revolving Facility CommitmentsCredit Commitment or (iii) the Revolving Credit Exposure attributable to the Subsidiary Borrower exceeding the Subsidiary Borrower Sublimit; provided that no notwithstanding the foregoing, the Swingline Lender shall not be required obligated to make any Swingline Loans at a time when a Revolving Credit Lender is a Defaulting Lender, unless the Swingline Lender has entered into arrangements reasonably satisfactory to it and the US Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s Pro Rata Percentage of the outstanding amount of Swingline Loans. Each Swingline Loan shall be in a principal amount that is an integral multiple of $250,000. The Swingline Commitment may be terminated or reduced from time to refinance an outstanding Swingline Borrowingtime as provided herein. Within the foregoing limits and subject to the terms and conditions set forth hereinlimits, the Borrower Borrowers may borrow, pay or prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreementhereunder, subject to the terms, conditions and limitations set forth herein.
(b) To request a Swingline Borrowing, the The relevant Borrower shall notify the Swingline Lenders of such request Lender by fax, or by telephone (promptly confirmed by a Swingline Borrowing Request by telecopy) fax), not later than 11:00 a.m., New York City time 1:00 p.m. on the day of the a proposed Swingline BorrowingLoan. Each such Such notice and Swingline Borrowing Request shall be delivered on a Business Day, shall be irrevocable and shall refer to this Agreement and shall specify (i) the requested date (which shall be a Business Day), (ii) the and amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each The Swingline Lender shall make each Swingline Loan available to be made such requesting Borrower by it hereunder in accordance with Section 2.02(a) means of a credit to an account designated by the relevant Borrower promptly on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, in the case of a such Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)Loan is so requested.
(c) A Each Borrower shall have the right at any time and from time to time to prepay any Swingline Loan, in whole or in part, upon giving written or fax notice by such Borrower (or telephone notice promptly confirmed by written, or fax notice) to the Swingline Lender before 1:00 p.m. on the date of prepayment at the Swingline Lender’s address for notices specified in Section 9.01; provided that any such notice delivered by a Borrower may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
(d) Each Swingline Loan shall be an ABR Loan and, subject to the provisions of Section 2.07, shall bear interest as provided in Section 2.06(a).
(e) The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time 11:00 a.m. on any Business Day, Day require the Revolving Facility Credit Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itoutstanding. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Credit Lenders will participate. Promptly The Administrative Agent will, promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Revolving Credit Lender, specifying in such notice such Lender’s Revolving Facility Pro Rata Percentage of such Swingline Loan or LoansLoan. Each In furtherance of the foregoing, each Revolving Facility Credit Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility Credit Lender’s Revolving Facility Pro Rata Percentage of such Swingline Loan or LoansLoan. Each Revolving Facility Credit Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination an Event of the CommitmentsDefault, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Credit Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 2.02(c) with respect to Loans made by such Revolving Facility Lender (and Section 2.06 2.02(c) shall apply, mutatis mutandis, to the payment obligations of the Lenders), ) and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Credit Lenders. The Administrative Agent shall notify the US Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the relevant Borrower (or any other party on behalf of the BorrowerBorrowers) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall and be remitted promptly distributed by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the relevant Borrower (or other party liable for obligations of the Borrowers) of any default in the payment thereof.
Appears in 1 contract
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make Swingline Loans to the Parent Borrower from time to time during the Revolving Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding that will not result in (xi) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment, $20,000,000 or (yii) the outstanding Swingline Loans sum of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the total Revolving Facility Credit Exposure Exposures exceeding the total Revolving Facility Commitments; provided that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. On the last day of each month during the Revolving Availability Period, the Parent Borrower shall repay any outstanding Swingline Loans. Within the foregoing limits and subject to the terms and conditions set forth herein, the Parent Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(b) To request a Swingline BorrowingLoan, the Parent Borrower shall notify the Swingline Lenders Administrative Agent of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) ), not later than 11:00 a.m.12:00 noon, New York City time time, on the day of the a proposed Swingline BorrowingLoan. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the and amount of the requested Swingline Borrowing, (iii) Loan. The Administrative Agent will promptly advise the term Swingline Lender of any such Swingline Loan, and (iv) notice received from the location and number of the Parent Borrower’s account to which funds are to be disbursed. Each The Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the Parent Borrower by means of a credit to the general deposit account of the Parent Borrower with the Swingline Lender (or, in the case of a Swingline Borrowing Loan made to finance the reimbursement of a Revolving L/C an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. The Parent Borrower shall not request a Swingline Loan if at the time of and immediately after giving effect to such request a Default has occurred and is continuing.
(c) A The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m.12:00 noon, New York City time time, on any Business Day, Day require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itoutstanding. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Revolving Lender, specifying in such notice such Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoeverwhatsoever (provided that such payment shall not cause such Lender’s Revolving Exposure to exceed such Lender’s Revolving Commitment). Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Parent Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the Parent Borrower (or any other party on behalf of the Parent Borrower) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Parent Borrower of any default in the payment thereof.
Appears in 1 contract
Sources: Credit Agreement (Trimas Corp)
Swingline Loans. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth hereinforth, each Swingline Lender agrees agrees, severally and not jointly, at any time and from time to time on and after the Closing Date and until the earlier of the Business Day immediately preceding the Revolving Credit Maturity Date and the termination of the Swingline Commitment of such Swingline Lender, (i) to make available to any Swingline Borrower Swingline Loans ("Quoted Swingline Loans") on the basis of quoted interest rates (each, a "Quoted Swingline Rate") furnished by such Swingline Lender from time to time in its discretion to such Swingline Borrower (through the Administrative Agent) and accepted by such Swingline Borrower in its discretion and (ii) to make Swingline Loans ("ABR Swingline Loans") to any Swingline Borrower bearing interest at a rate equal to the Borrower from time to time during the Availability Period in U.S. Dollars, Alternate Base Rate in an aggregate principal amount at any time (in the case of this clause (ii)) not to exceed such Swingline Lender's Swingline Commitment; provided, that after giving effect to each Swingline Loan, the Total Facility Exposure shall not exceed the Total Commitment then in effect. The aggregate outstanding that will not result in (x) the aggregate principal amount of outstanding the Quoted Swingline Loans exceeding of any Swingline Lender, when added to the Swingline Commitment, (y) aggregate outstanding principal amount of the outstanding ABR Swingline Loans of such Swingline Lender exceeding Lender, may exceed such Swingline Lender’s 's Swingline Commitment; provided, that in no event shall the aggregate outstanding principal amount of the Swingline Loans exceed the aggregate Swingline Commitments then in effect. Each Quoted Swingline Loan shall be made only by the Swingline Lender furnishing the relevant Quoted Swingline Rate. Each ABR Swingline Loan shall be made by the Swingline Lenders ratably in accordance with their respective Swingline Percentages. The Swingline Loans shall be made in a minimum aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof (z) or an aggregate principal amount equal to the Revolving Facility Credit Exposure exceeding remaining balance of the total Revolving Facility available Swingline Commitments; provided that no ). Each Swingline Lender shall be required to make a the portion of each Swingline Loan to refinance an outstanding be made by it available to any Swingline Borrowing. Within the foregoing limits and subject Borrower by means of a credit to the terms and conditions set forth hereingeneral deposit account of such Swingline Borrower with the Administrative Agent or a wire transfer, at the expense of such Swingline Borrower, to an account designated in writing by such Swingline Borrower, in each case by 3:30 p.m., New York City time, on the date such Swingline Loan is requested to be made pursuant to paragraph (b) below, in immediately available funds. Each Swingline Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans on or after the Closing Date and prior to the Revolving Credit Maturity Date (or such earlier date on which the Commitments shall be ABR Loans under this Agreementterminate in accordance herewith) on the terms and subject to the conditions and limitations set forth herein.
(b) To request a The relevant Swingline Borrowing, the Borrower shall notify give the Swingline Lenders Administrative Agent telephonic, written or telecopy notice substantially in the form of Exhibit B-5 (in the case of telephonic notice, such request by telephone (notice shall be promptly confirmed by a Swingline Borrowing Request by telecopy) not no later than 11:00 a.m.2:30 p.m., New York City time (or, in the case of a proposed Quoted Swingline Loan, 12:00 noon, New York City time), on the day of the a proposed Swingline BorrowingLoan. Each such Such notice and Swingline Borrowing Request shall be delivered on a Business Day, shall be irrevocable (subject, in the case of Quoted Swingline Loans, to receipt by the relevant Swingline Borrower of Quoted Swingline Rates acceptable to it) and shall refer to this Agreement and shall specify (i) the requested date (which shall be a Business Day), (ii) the and amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan. The Administrative Agent shall promptly advise the Swingline Lenders of any notice received from any Swingline Borrower pursuant to this paragraph (b). In the event that a Swingline Borrower accepts a Quoted Swingline Rate in respect of a proposed Quoted Swingline Loan, and it shall notify the Administrative Agent (ivwhich shall in turn notify the relevant Swingline Lender) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 such acceptance no later than 2:30 p.m., New York City time, to on the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)relevant borrowing date.
(c) In the event that any ABR Swingline Loan shall be outstanding for more than five Business Days, the Administrative Agent shall, on behalf of the relevant Swingline Borrower (which hereby irrevocably directs and authorizes the Administrative Agent to act on its behalf), request each Lender, including the Swingline Lenders, to make an ABR Revolving Credit Loan in an amount equal to such Lender's Revolving Credit Percentage of the principal amount of such ABR Swingline Loan. Unless an event described in Article VI, paragraph (f) or (g), has occurred and is continuing, each Lender will make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the account of the Swingline Lenders at the office of the Administrative Agent prior to 12:00 noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the ABR Swingline Loans.
(d) A Swingline Lender that has made an ABR Swingline Loan to a Borrower may at any time and for any reason, so long as Revolving Credit Loans have not been made pursuant to Section 2.6(c) to repay such ABR Swingline Loan as required by said Section, by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., 12:00 noon New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding such unrefunded ABR Swingline Loans (the "Unrefunded Swingline Loans"), and each Lender severally, unconditionally and irrevocably agrees that it shall purchase an undivided participating interest in such ABR Swingline Loan in an amount equal to the amount of the Revolving Credit Loan which otherwise would have been made by itsuch Lender pursuant to Section 2.6(c), which purchase shall be funded by the time such Revolving Credit Loan would have been required to be made pursuant to Section 2.6(c). Such notice In the event that the Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (d), each Lender shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay immediately transfer to the Administrative Agent Agent, for the account of the applicable such Swingline Lender, in immediately available funds, the amount of its participation. Any Lender holding a participation in an Unrefunded Swingline Loan may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by the relevant Swingline Borrower to such Revolving Facility Lender’s Revolving Facility Percentage Lender by reason thereof as fully as if such Lender had made a Loan directly to such Swingline Borrower in the amount of such participation.
(e) Whenever, at any time after any Swingline Loan or Loans. Each Revolving Facility Lender acknowledges has received from any Lender such Lender's participating interest in an ABR Swingline Loan, such Swingline Lender receives any payment on account thereof, such Swingline Lender will promptly distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender's participating interest was outstanding and agrees funded); provided, however, that its respective in the event that such payment received by such Swingline Lender is required to be returned, such Lender will return to such Swingline Lender any portion thereof previously distributed by such Swingline Lender to it.
(f) Notwithstanding anything to the contrary in this Agreement, each Lender's obligation to acquire participations make the Revolving Credit Loans referred to in Swingline Loans Section 2.6(c) and to purchase and fund participating interests pursuant to this paragraph is Section 2.6(d) shall be absolute and unconditional and shall not be affected by any circumstance circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender or any Swingline Borrower may have against any Swingline Lender, any Swingline Borrower or any other Person for any reason whatsoever, including ; (ii) the occurrence and or continuance of a Default or reduction an Event of Default (other than an Event of Default described in Article VI, paragraph (f) or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds(g), in the same manner as provided case of each Lender's obligation to make Revolving Credit Loans pursuant to Section 2.6(c)) or the failure to satisfy any of the conditions specified in Section 2.06 with respect Article IV; (iii) any adverse change in the condition (financial or otherwise) of Viacom or any of its Subsidiaries; (iv) any breach of this Agreement by any Borrower or any Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to Loans made by such Revolving Facility Lender any of the foregoing.
(and Section 2.06 shall apply, mutatis mutandis, g) Upon written or telecopy notice to the payment obligations Swingline Lenders and to the Administrative Agent, Viacom may at any time terminate, from time to time in part reduce, or from time to time (with the approval of the relevant Swingline Lender) increase, the Swingline Commitment of any Swingline Lender. At any time when there shall be fewer than ten Swingline Lenders), Viacom may appoint from among the Lenders a new Swingline Lender, subject to the prior consent of such new Swingline Lender and prior notice to the Administrative Agent Agent, so long as at no time shall promptly pay there be more than ten Swingline Lenders. Notwithstanding anything to the applicable contrary in this Agreement, (i) if any ABR Swingline Lender Loans shall be outstanding at the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower time of any participations termination, reduction, increase or appointment pursuant to the preceding two sentences, the Swingline Borrowers shall on the date thereof prepay or borrow ABR Swingline Loans to the extent necessary to ensure that at all times the outstanding ABR Swingline Loans held by the Swingline Lenders shall be pro rata according to the respective Swingline Commitments of the Swingline Lenders and (ii) in no event may the aggregate Swingline Commitments exceed $300,000,000. On the date of any termination or reduction of the Swingline Loan acquired Commitments pursuant to this paragraph (cg), and thereafter payments by the Borrower Swingline Borrowers shall pay or prepay so much of the Swingline Loans as shall be necessary in respect order that, after giving effect to such termination or reduction, (i) the aggregate outstanding principal amount of the ABR Swingline Loans of any Swingline Lender will not exceed the Swingline Commitment of such Swingline Lender and (ii) the aggregate outstanding principal amount of all Swingline Loans will not exceed the aggregate Swingline Commitments.
(h) Each Swingline Borrower may prepay any Swingline Loan in whole or in part at any time without premium or penalty; provided, that such Swingline Borrower shall be made to have given the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower written or telecopy notice (or any other party telephone notice promptly confirmed in writing or by telecopy) of such prepayment not later than 10:30 a.m., New York City time, on behalf of the Borrower) in respect of a Swingline Loan after receipt Business Day designated by such Swingline Lender of the proceeds of a sale of participations therein Borrower for such prepayment; and provided, further, that each partial payment shall be remitted promptly in an amount that is an integral multiple of $1,000,000. Each notice of prepayment under this paragraph (h) shall specify the prepayment date and the principal amount of each Swingline Loan (or portion thereof) to be prepaid, shall be irrevocable and shall commit such Swingline Borrower to prepay such Swingline Loan (or portion thereof) in the amount stated therein on the date stated therein. All prepayments under this paragraph (h) shall be accompanied by accrued interest on the principal amount being prepaid to the Administrative Agent; any such amounts received by the Administrative Agent date of payment. Each payment of principal of or interest on ABR Swingline Loans shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lenderallocated, as between the Swingline Lenders, pro rata in accordance with their interests may appear; provided that any such payment so remitted shall be repaid to such respective Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofPercentages.
Appears in 1 contract
Sources: Credit Agreement (Viacom Inc)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make Swingline Loans to the each Borrower from time to time during from and including the Closing Date (or, in the case of any Illinois Utility, the Accession Date for such Borrower) and prior to the Availability Period in U.S. DollarsTermination Date for such Borrower, in an aggregate principal amount at any time outstanding that will not result in (x) the Swingline Exposure exceeding the difference between $200,000,000 and the aggregate principal amount of “Swingline Loans” outstanding Swingline Loans exceeding under the Swingline Existing Credit Agreement; provided that (i) at no time shall the Aggregate Revolving Credit Exposure exceed the Aggregate Commitment, (yii) at no time shall the Revolving Credit Exposure of any Lender exceed its Commitment, (iii) at no time shall the Borrower Credit Exposure of any Borrower exceed the Borrower Sublimit of such Borrower and (iv) at no time shall the outstanding Swingline Loans made to any Borrower, when taken together with the “Swingline Loans” outstanding to such Borrower under the Existing Credit Agreement exceed the Borrower Swingline Sublimit of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) Borrower; and provided further that the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may, severally and not jointly with the Borrower may other Borrowers, borrow, prepay and reborrow Swingline Loans. All In the event that at any time the outstanding Swingline Loans made to any Borrower, when taken together with the “Swingline Loans” outstanding to such Borrower under the Existing Credit Agreement, exceed the Borrower Swingline Sublimit of such Borrower, then such Borrower shall be ABR immediately repay Swingline Loans under this Agreementin an amount sufficient to eliminate such excess.
(b) Each Swingline Loan shall bear interest at (i) the rate per annum applicable to Floating Rate Advances or (ii) any other rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) which shall be quoted by the Swingline Lender on the date such Loan is made and accepted by the applicable Borrower as provided in this Section 2.5; provided, that commencing on any date on which the Swingline Lender requires the Lenders to acquire participations in a Swingline Loan pursuant to Section 2.5(d), such Loan shall bear interest at the rate per annum applicable to Floating Rate Advances.
(c) To request a Swingline BorrowingLoan, the applicable Borrower shall notify the Swingline Lenders Lender of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) ), not later than 11:00 a.m.12:00 noon, New York City time time, on the day of the a proposed Swingline BorrowingLoan. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the and amount of the requested Swingline BorrowingLoan. If so requested by the applicable Borrower, (iii) the term of Swingline Lender will quote an interest rate that, if accepted by such Borrower, will be applicable to the requested Swingline Loan, and (iv) such Borrower will promptly notify the location and number Swingline Lender in the event it accepts such rate. The Swingline Lender will promptly advise the Agent of the any such notice received from such Borrower’s account to which funds are to be disbursed. Each The Swingline Lender shall make each Swingline Loan available to be made such Borrower by it hereunder in accordance means of a credit to an account with Section 2.02(a) on the proposed date thereof Swingline Lender specified by wire transfer of immediately available funds such Borrower by 3:00 p.m., New York City time, to on the account requested date of the Borrower (or, in the case of a such Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)Loan.
(cd) A The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time time, on any Business Day, Day require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itoutstanding. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage Pro Rata Share of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage Pro Rata Share of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 2.11 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 2.11 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the applicable Borrower of any participations participation in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lenderparagraph. Any amounts received by a the Swingline Lender from the such Borrower (or any other party on behalf of the such Borrower) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations participation therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the such Borrower of any default in the payment thereof.
Appears in 1 contract
Sources: Credit Agreement (Ameren Corp)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period, each Swingline Lender severally agrees to make Swingline Loans to the Borrower denominated in Dollars from time to time during the Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding that will not result in (xi) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment, (yii) the outstanding Revolving Facility Credit Exposure of the applicable Class exceeding the total Revolving Facility Commitments of such Class or (iii) the sum of (x) the Swingline Loans Exposure of such Swingline Lender exceeding (in its capacity as a Swingline Lender and a Revolving Facility Lender) applicable to such Class, (y) the aggregate principal amount of outstanding Revolving Facility Loans of such Class made by such Swingline Lender (in its capacity as a Revolving Facility Lender’s Swingline Commitments or ) and (z) the Revolving Facility Credit Exposure exceeding the total Percentage of such Swingline Lender (in its capacity as a Revolving Facility CommitmentsLender) of the Revolving L/C Exposure applicable to such Class exceeding its Revolving Facility Commitment of such Class then in effect; provided that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(b) To request a Swingline Borrowing, the Borrower shall notify the Administrative Agent and the Swingline Lenders Lender of such request by telephone in writing (confirmed by a Swingline Borrowing Request by telecopy) which may be delivered electronically), not later than 11:00 a.m.2:00 p.m., New York City time Local Time, on the day of the a proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date of such Swingline Borrowing (which shall be a Business Day), ) and (ii) the amount of the requested Swingline Borrowing, (iii) . The Swingline Lender shall consult with the term Administrative Agent as to whether the making of the Swingline Loan is in accordance with the terms of this Agreement prior to the Swingline Lender funding such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each The Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City timeLocal Time, to the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving an L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).
(c) A The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time Local Time, on any Business Day, Day require the Revolving Facility Lenders of the applicable Class to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Revolving Facility Lender’s applicable Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s applicable Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default or 017670-0129-Active.26122382.14 reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
(d) The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more Revolving Facility Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Facility Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, executed by the Borrower, the Administrative Agent and such designated Swingline Lender, and, from and after the effective date of such agreement, (i) such Revolving Facility Lender shall have all the rights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such Revolving Facility Lender in its capacity as a lender of Swingline Loans hereunder.
Appears in 1 contract
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each Swingline Lender agrees to make (i) in the case of JPMCB, (A) Tranche One Swingline Loans and Tranche Two Swingline Loans to the Company, any US Borrowing Subsidiary or any Canadian Borrowing Subsidiary denominated in US Dollars, (B) Tranche One Swingline Loans to any Canadian Borrowing Subsidiary denominated in Canadian Dollars, (C) Tranche One Swingline Loans and Tranche Two Swingline Loans to any UK Borrowing Subsidiary or Irish Borrowing Subsidiary denominated in Sterling or (D) Tranche One Swingline Loans and Tranche Two Swingline Loans to any Borrower that is not a US Borrowing Subsidiary denominated in Euro, and (ii) in the case of any other Swingline Lender, such Swingline Loans as it shall agree to make pursuant to its Swingline Agreement, in each case from time to time during the Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding that will not result in (x1) the aggregate outstanding principal amount of outstanding the Swingline Loans denominated in US Dollars exceeding US$50,000,000, (2) the aggregate outstanding principal amount of the Swingline Loans denominated in Canadian Dollars exceeding Cdn.$100,000,000, (3) the aggregate outstanding principal amount of the Swingline Loans denominated in Sterling exceeding £10,000,000, (4) the aggregate outstanding principal amount of the Swingline Loans denominated in Euro exceeding €10,000,000, (5) the aggregate Tranche One Revolving Credit Exposures exceeding the aggregate Tranche One Commitments, (6) the Tranche One Revolving Credit Exposure of any Lender (including a Swingline Lender) exceeding its Tranche One Commitment, (y7) the outstanding Swingline Loans of such Swingline Lender aggregate Tranche Two Revolving Credit Exposures exceeding such Swingline Lender’s Swingline the aggregate Tranche Two Commitments or (z) 8) the Tranche Two Revolving Facility Credit Exposure of any Lender (including a Swingline Lender) exceeding the total Revolving Facility Commitmentsits Tranche Two Commitment; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Each Swingline Loan will reduce availability under the applicable Tranche on a dollar-for-dollar basis, based on the US Dollar Equivalent of such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Company and the Borrowing Subsidiaries may borrow, prepay and reborrow Swingline Loans. All The failure of any Swingline Lender to make any Swingline Loan required to be made by it shall not relieve any other Swingline Lender of its obligations hereunder; provided that the Swingline Commitments of the Swingline Lenders are several and no Swingline Lender shall be responsible for any other Swingline Lender’s failure to make Swingline Loans shall be ABR Loans under this Agreementas required.
(b) To request a Swingline Borrowing, the applicable Borrower shall notify the Administrative Agent and the applicable Swingline Lenders Lender of such request by telephone (confirmed by email including a Swingline Borrowing Request .PDF document signed by telecopy) a Financial Officer on behalf of the applicable Borrower), not later than 11:00 a.m.1:00 p.m., New York City time Local Time, on the day of the such proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the and amount of the requested Swingline Borrowing, (iii) the term of Borrowing and whether such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are Borrowing is to be disburseda Tranche One Swingline Borrowing or a Tranche Two Swingline Borrowing. Each The applicable Swingline Lender shall make each its Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account applicable Borrower by means of a credit to the Borrower Applicable Funding Account (or, in the case of a Swingline Borrowing specified in the notice therefor to be made to finance the reimbursement of a Revolving L/C an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)Bank identified in such notice) by 3:00 p.m., Local Time, on the requested date of such Swingline Borrowing.
(c) A Any Swingline Lender may may, by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time time, on any Business Day, require (i) the Revolving Facility Tranche One Lenders to acquire participations on such Business Day in all or a portion of the outstanding Tranche One Swingline Loans made by itof such Swingline Lender outstanding and (ii) the Tranche Two Lenders to acquire participations on such Business Day in all or a portion of the Tranche Two Swingline Loans of such Swingline Lender outstanding. Such notice shall specify the aggregate amount amounts and currencies of such Swingline Loans in which the Revolving Facility Tranche One Lenders or the Tranche Two Lenders, as applicable, will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Tranche One Lender or Tranche Two Lender, as the case may be, specifying in such notice such Lender’s Revolving Facility Tranche One Percentage or Tranche Two Percentage, as applicable, of such Swingline Loan or Loans and the currencies of such Swingline Loan or Loans. Each Revolving Facility Tranche One Lender or Tranche Two Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable such Swingline Lender, such Revolving Facility Lender’s Revolving Facility Tranche One Percentage or Tranche Two Percentage, as applicable, of such Swingline Loan or Loans. Each Revolving Facility Tranche One Lender and Tranche Two Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Tranche One Commitments or the Tranche Two Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Tranche One Lender and Tranche Two Lender shall comply with its obligation obligations under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 2.07 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 2.07 shall apply, mutatis mutandis, to the payment obligations of the Tranche One Lenders and Tranche Two Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender or Swingline Lenders the amounts so received by it from the Revolving Facility Tranche One Lenders or the Tranche Two Lenders, as applicable. The Administrative Agent shall notify the Borrower Company of any participations in any Swingline Loan Loans acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan Loans shall be made to the Administrative Agent and not to the applicable Swingline LenderLender or Swingline Lenders. Any amounts received by a Swingline Lender from the Borrower (or any other party on behalf of the Borrower) applicable Borrower in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Tranche One Lenders or the Tranche Two Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicablethe case may be, if and to the extent such payment is required to be refunded to the Borrower a Loan Party for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the any Borrower of any default in the payment thereof.
Appears in 1 contract
Swingline Loans. (a) Subject to the terms and conditions set forth hereinhereof, each Swingline Lender agrees to make a portion of the credit otherwise available to the Borrower under the Revolving Commitments from time to time until the Revolving Termination Date by making swing line loans (“Swingline Loans”) to the Borrower; provided that (i) the aggregate outstanding principal amount of Swingline Loans owed to each Swingline Lender at any time shall not exceed its Swingline Commitment then in effect (notwithstanding that the outstanding Swingline Loans owed to any Swingline Lender at any time, when aggregated with such Swingline Lender’s other outstanding Loans, may exceed its Revolving Commitment then in effect) and (ii) the Borrower shall not request, and the Swingline Lenders shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount (without duplication) of the Revolving Loans, the Swingline Loans and the L/C Exposure would exceed the aggregate Revolving Commitments. Prior to the Revolving 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.
(b) The Borrower shall repay to each Swingline Lender the then unpaid principal amount of each Swingline Loan made by such Swingline Lender on or before the earlier of (i) the Revolving Termination Date and (ii) the 15th Business Day after such Swingline Loan is made; provided that on each date that a Revolving Loan is borrowed pursuant to Section 2.01(a), the Borrower shall repay all Swingline Loans then outstanding. The unpaid principal amount of each Swingline Loan shall bear interest at the per annum rate equal to the Swingline Rate in effect from time to time plus the Applicable Margin for Eurodollar Loans.
(c) The obligation of each Swingline Lender to make Swingline Loans to the Borrower from time is subject to time during the Availability Period in U.S. Dollars, in an aggregate principal amount at same conditions precedent for the making of Revolving Loans under Section 6.02; provided that any time outstanding that will not result in (x) the aggregate principal amount of outstanding Swingline Loans exceeding made on the Effective Date shall be subject only to Section 6.01.
(d) Whenever the Borrower desires that a Swingline Commitment, (y) the outstanding Lender make Swingline Loans of it shall give irrevocable telephonic notice to the Administrative Agent and such Swingline Lender, confirmed promptly in writing (which telephonic notice must be received by such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(b) To request a Swingline Borrowing, the Borrower shall notify the Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m.2:30 p.m., New York City time time, on the day of the proposed date Swingline Borrowing. Each such notice and Swingline Borrowing Request shall Loans are requested to be irrevocable and shall specify made), specifying (i) the amount to be borrowed and (ii) the requested date such Swingline Loans are to be advanced (which shall be a Business Day), (ii) . Each borrowing under the Swingline Commitment shall be in an amount equal to $1,000,000 or a whole multiple of the requested Swingline Borrowing, (iii) the term of $100,000 in excess thereof. As soon as such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder available, but in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by any event not later than 3:00 p.m., New York City time, on the date such Swingline Loans are requested to be advanced pursuant to the account Borrower’s corresponding written request referenced above, such Swingline Lender shall make available to the Administrative Agent at the office designated by the Administrative Agent for such purpose an amount in immediately available funds equal to the amount of the Swingline Loans to be made by such Swingline Lender. The Administrative Agent shall make the proceeds of such Swingline Loan available to the Borrower at such office in immediately available funds as soon as such funds are available, but in any event not later than 3:00 p.m., New York City time, on the date such Swingline Loans are requested to be advanced pursuant to the Borrower’s corresponding written request.
(e) Each Swingline Lender, at any time and from time to time in its sole and absolute discretion may, on behalf of the Borrower (or, in the case of a which hereby irrevocably authorizes each Swingline Borrowing made Lender to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(eso act on its behalf), by remittance to the applicable Issuing Bank).
(c) A Swingline Lender may by written on one Business Day’s prior notice given to the Administrative Agent (and each Lender, with copy to the other Borrower, given by such Swingline LendersLender no later than 12:00 Noon, New York City time, request each Revolving Lender to make, and each Revolving Lender hereby severally agrees to make, a Revolving Loan, in an amount equal to such Revolving Lender’s Applicable Percentage of the aggregate amount of such Swingline Lender’s Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date of such notice, to repay such Swingline Lender. Each Revolving Lender shall make the amount of such Loan available to the Administrative Agent at such office in immediately available funds, not later than 10:00 a.m., New York City time on any Business Daytime, require the Revolving Facility Lenders to acquire participations on such one Business Day in all or a portion after the date of such notice. The proceeds of such Revolving Loans shall be immediately made available by the Administrative Agent to such Swingline Lender for application by it to the repayment of the Refunded Swingline Loans.
(f) If prior to the time a Refunded Swingline Loan would have otherwise been made pursuant to Section 2.10(e), one of the events described in Section 10.01(h) or Section 10.01(i) shall have occurred and be continuing with respect to the Borrower or any Material Domestic Restricted Subsidiary or if for any other reason, as determined by such Swingline Lender in its sole discretion, Revolving Loans may not be made as contemplated by Section 2.10(e), each Revolving Lender shall, on the date such Revolving Loan was to have been made pursuant to the notice referred to in Section 2.10(e), purchase for cash an undivided participating interest in the then outstanding Swingline Loans made by it. Such notice shall specify paying to such Swingline Lender an amount (the “Swingline Participation Amount”) equal to (i) such Revolving Lender’s Applicable Percentage times (ii) the sum of the aggregate principal amount of Swingline Loans then outstanding to such Swingline Loans Lender that were to have been repaid with such Revolving Loans.
(g) Whenever, at any time after a Swingline Lender has received from any Revolving Lender such Revolving Lender’s Swingline Participation Amount, such Swingline Lender receives any payment on account of its outstanding Swingline Loans, such Swingline Lender will distribute to such Revolving Lender its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Revolving Lender’s participating interest was outstanding and funded and, in the case of principal and interest payments, to reflect such Revolving Facility Lenders will participate. Promptly upon receipt Lender’s pro rata portion of such noticepayment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided, however, that in the Administrative Agent will give notice thereof to each event that such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of payment received by such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, is required to pay to the Administrative Agent for the account of the applicable Swingline Lenderbe returned, such Revolving Facility Lender will return to such Swingline Lender any portion thereof previously distributed to it by such Swingline Lender.
(h) Each Revolving Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations make the Revolving Loans referred to in Swingline Loans Section 2.10(e) and to purchase participating interests pursuant to this paragraph is Section 2.10(f) shall be absolute and unconditional and shall not be affected by any circumstance whatsoevercircumstance, including the occurrence and continuance of a Default (i) any setoff, counterclaim, recoupment, defense or reduction or termination of the Commitments, and other right that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify or the Borrower of any participations in any may have against the Swingline Loan acquired pursuant to this paragraph (c)Lenders, and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or any other party on behalf Person for any reason whatsoever, (ii) the occurrence or continuance of an Event of Default or the failure to satisfy any of the other conditions specified in Section 6.02, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) in respect any breach of a Swingline this Agreement or any other Loan after receipt Document by such Swingline the Borrower, any Guarantor or any other Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofforegoing.
Appears in 1 contract
Sources: Credit Agreement (Plains Exploration & Production Co)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, (i) each Swingline Dollar Lender agrees to make Swingline Dollar Loans to the any Domestic Swingline Borrower from time to time during the Revolving Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding for all Swingline Dollar Loans that will not result in (x) the aggregate principal amount of outstanding Swingline Dollar Loans made by such Swingline Dollar Lender exceeding the such Swingline Commitment, Dollar Lender’s Swingline Dollar Commitment or (y) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments and (ii) each Swingline Euro Lender agrees to make Swingline Euro Loans to any Foreign Swingline Borrower from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding for all Swingline Euro Loans that will not result in (x) the aggregate principal amount of outstanding Swingline Euro Loans of made by such Swingline Euro Lender exceeding such Swingline Euro Lender’s Swingline Commitments Euro Commitment or (zy) the sum of the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Dollar Borrowing or Swingline Euro Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(b) To request a Swingline Dollar Borrowing or Swingline Euro Borrowing, the applicable Borrower shall notify the Administrative Agent and the applicable Swingline Lenders Lender of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) ), not later than 11:00 a.m., New York City time Local Time, on the day of a proposed Swingline Borrowing (or in the case of a Swingline Euro Borrowing, 10:00 a.m. New York time, on the Business Day preceding the date of the proposed Swingline Euro Borrowing). Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the Borrower requesting such Borrowing, (ii) the requested date (which shall be a Business Day), (iiiii) the amount of the requested Swingline BorrowingDollar Borrowing (expressed in Dollars) or Swingline Euro Borrowing (expressed in Euros), (iii) the term of such Swingline Loanas applicable, and (iv) in the location and number case of a Swingline Euro Borrowing, the Interest Period to be applicable thereto, which shall be a period contemplated by clause (b) of the Borrowerdefinition of the term “Interest Period.” The Administrative Agent shall promptly advise each Swingline Dollar Lender (in the case of a notice relating to a Swingline Dollar Borrowing) or each Swingline Euro Lender (in the case of a notice relating to a Swingline Euro Borrowing) of any such notice received from a Borrower and the amount of such Swingline Lender’s account to which funds are Swingline Loan to be disbursedmade as part of the requested Swingline Dollar Borrowing or Swingline Euro Borrowing, as applicable. Each Swingline Dollar Lender shall make each Swingline Dollar Loan to be made by it hereunder in accordance with Section 2.02(a2.04(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City timeLocal Time, to the account of the Administrative Agent by notice to the Swingline Dollar Lenders. The Administrative Agent will make such Swingline Dollar Loans available to the applicable Domestic Swingline Borrower by promptly crediting the amounts so received, in like funds, to the general deposit account of the applicable Domestic Swingline Borrower with the Administrative Agent (or, in the case of a Swingline Dollar Borrowing made to finance the reimbursement of a Revolving an L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank). Each Swingline Euro Lender shall make each Swingline Euro Loan to be made by it hereunder in accordance with Section 2.04(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., Local Time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Swingline Euro Lenders. The Administrative Agent will make such Swingline Euro Loans available to the applicable Foreign Swingline Borrower by (i) promptly crediting the amounts so received, in like funds, to the general deposit account with the Administrative Agent of the applicable Foreign Swingline Borrower most recently designated to the Administrative Agent or (ii) by wire transfer of the amounts received in immediately available funds to the general deposit account of the applicable Foreign Swingline Borrower most recently designated to the Administrative Agent.
(c) A Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Dollar Lenders or Swingline Euro Lenders, as applicable) not later than 10:00 a.m., New York City time Local Time, on any Business Day, Day require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the applicable Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the applicable Borrower (or any other party on behalf of the such Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the applicable Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the applicable Borrower of any default in the payment thereof.
Appears in 1 contract
Sources: Credit Agreement (Celanese CORP)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make Swingline Loans in Dollars to the Borrower Company from time to time during the 2018 Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding that will not result in (xi) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment$25,000,000, (yii) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total 2016 Revolving Global Credit Exposures exceeding the aggregate 2016 Revolving Global Commitments, (iii) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total 2018 Revolving Credit Global Exposures exceeding the aggregate 2018 Revolving Global Commitments, (iv) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Global Facility Revolving Credit Exposures exceeding the aggregate Global Facility Revolving Commitments, (v) the outstanding Swingline Loans sum of such Swingline Lender the total US Facility Revolving Credit Exposures exceeding such Swingline Lender’s Swingline the aggregate US Facility Revolving Commitments or (zvi) the Revolving Facility Credit Exposure exceeding Dollar Amount of the total Revolving Facility Credit Exposures exceeding the aggregate Revolving Commitments; provided that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Company may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(b) To request a Swingline BorrowingLoan, the Borrower Company shall notify the Swingline Lenders Administrative Agent of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) ), not later than 11:00 a.m.12:00 noon, New York City time time, on the day of the a proposed Swingline BorrowingLoan. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the and amount of the requested Swingline Borrowing, (iii) Loan. The Administrative Agent will promptly advise the term Swingline Lender of any such Swingline Loan, and (iv) notice received from the location and number of the Borrower’s account to which funds are to be disbursedCompany. Each The Swingline Lender shall make each Swingline Loan available to be the Company by means of a credit to the general deposit account of the Company with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by it hereunder in accordance with Section 2.02(aremittance to the Issuing Bank) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to on the account requested date of the Borrower (or, in the case of a such Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)Loan.
(c) A The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time time, on any Business Day, Day require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itoutstanding. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Revolving Lender, specifying in such notice such Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Applicable Percentage (after giving effect to the reallocation provisions of this paragraph (c)) of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of any of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever; provided that on the 2016 Maturity Date, the participations so acquired by the 2016 Revolving Global Lenders shall be reallocated to the remaining Revolving Lenders ratably in accordance with such Revolving Lenders’ respective Applicable Percentages; provided further that, to the extent such reallocation shall cause the Revolving Credit Exposures to exceed the Revolving Commitments, the Borrowers shall, on such date of reallocation, prepay Revolving Loans and cash collateralize outstanding LC Exposure in an amount sufficient to eliminate any such excess. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 2.07 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower Company of any participations in any Swingline Loan acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the Borrower Company (or any other party on behalf of the BorrowerCompany) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the applicable Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower Company for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower Company of any default in the payment thereof.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Vistaprint N.V.)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Revolving Availability Period in U.S. Dollars, Dollars (the “Dollar Swingline Loans”) or in an Optional Currency (the “Optional Currency Swingline Loans”) in an aggregate principal amount at any time outstanding that will not result in (xi) the aggregate Dollar Equivalent principal amount of the outstanding Swingline Loans exceeding the Swingline Commitment, $50,000,000 or (yii) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Aggregate Revolving Facility Credit Exposure exceeding the total Aggregate Revolving Facility CommitmentsCommitment; provided that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan unless such Swingline Loan is an Optional Currency Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Each Swingline Loans Loan shall be ABR Loans in at least the minimum amounts required under this AgreementSection 2.04(f) below. The interest rate for a Swingline Loan shall be determined in accordance with Section 2.13.
(b) To request a Swingline BorrowingLoan, the Borrower shall notify the Swingline Lenders Administrative Agent of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m.12:00 noon, New York City Pittsburgh time (i) with respect to Dollar Swingline Loans, on the day of the proposed Dollar Swingline BorrowingLoan and (ii) with respect to Optional Currency Swingline Loans, four (4) Business Days prior to the proposed Borrowing Date specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date, (iii) the date such Swingline Loan is to be repaid, if applicable, which date shall be, with respect to Optional Currency Swingline Loans, one Month from the Borrowing Date (the “Swingline Loan Repayment Date”) and (iv) the currency in which such Swingline Loan shall be funded. The request for such Swingline Loan shall be irrevocable. Provided that all applicable conditions precedent contained herein have been satisfied, the Swingline Lender shall, not later than 4:00 p.m., Pittsburgh time, on the date specified in the Borrower’s request for such Swingline Loan, make such Swingline Loan by crediting the Borrower’s deposit account with PNC or, in the case of any Swingline Loan requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), the account of the Issuing Bank that has made such LC Disbursement as notified to the Administrative Agent. Each such notice and Swingline telephonic Borrowing Request shall be irrevocable and shall specify (i) the requested date (which be irrevocable and shall be a Business Day), (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made confirmed promptly by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).
(c) A Swingline Lender may by written notice given hand delivery or facsimile to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participatean executed written Borrowing Request. Promptly upon following the receipt of such noticea Borrowing Request in accordance with this Section, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to shall advise the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds details thereof. The obligation of a sale of participations therein the Borrower to repay the Swingline Loans shall be remitted promptly evidenced by two promissory notes of the Borrower dated the date hereof, payable to the Administrative Agent; any such amounts received by order of the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default substantially in the payment thereofform of Exhibit H-1 and Exhibit H-2 (as amended, supplemented or otherwise modified from time to time, the “Swingline Notes”).
Appears in 1 contract
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each a Swingline Lender agrees to may make Swingline Loans to the Revolving Borrower from time to time during the Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding that will not result in (xi) the Dollar Equivalent of the aggregate principal amount of outstanding Swingline Loans, other than Swingline Shekel Loans and Swingline Peso Loans, exceeding $100,000,000, (ii) the Dollar Equivalent of the aggregate principal amount of outstanding Swingline Shekel Loans exceeding $15,000,000, (iii) the Dollar Equivalent of the aggregate principal amount of outstanding Swingline Peso Loans exceeding $15,000,000, (iv) the Aggregate Revolving Credit Exposure exceeding the Aggregate Commitments, (v) the Swingline Commitment, (y) the outstanding Swingline Loans Exposure of such a Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or Commitment (zin its capacity as a Lender), (vi) the Revolving Facility Credit Exposure of any Lender exceeding its Commitment or (vii) prior to the Acquisition Closing Date, the Aggregate Revolving Exposure exceeding $600,000,000. Additionally, Advances may only be made to the Revolving Borrower on the Acquisition Closing Date to the extent that on a pro forma basis for such Advance, Aggregate Revolving Exposure is less than 50% of the Aggregate Commitments. Notwithstanding the foregoing, (x) the Swingline Shekel Lender may only make Swingline Shekel Loans and shall not make any other Swingline Loans, and any other Swingline Lender may not make Swingline Shekel Loans and (y) the Swingline Peso Lender may only make Swingline Peso Loans and shall not make any other Swingline Loans, and any other Swingline Lender may not make Swingline Peso Loans. Upon the Borrowing of any Loan under Section 2.01, any outstanding Swingline Loans shall be repaid in full. Swingline Loans with respect to a particular currency shall be made ratably (on a several and not joint basis and calculated based on such Swingline Lender’s Commitment to the total Revolving Facility Commitments; provided that no Commitments of all applicable Swingline Lenders of such currency) by each applicable Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Borrowingof such currency. Within the foregoing limits and subject to the terms and conditions set forth hereinherein (or as otherwise agreed to among the Revolving Borrower, the Administrative Agent, Swingline Shekel Lender and the Swingline Peso Lender), the Revolving Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(b) To request a Swingline Borrowing:
(i) in the case of a Swingline Loan denominated in Dollars to the Revolving Borrower, the Revolving Borrower shall notify the Administrative Agent of such request (which request shall be in writing or by telephone confirmed promptly by means of a written Borrowing Request delivered to the Administrative Agent in a form approved by the Administrative agent and signed by the Revolving Borrower (it being agreed no obligation to fund any Swingline Loan shall arise until the later of (x) the required funding time set forth herein and (y) 30 minutes after receipt of such written Borrowing Notice), unless otherwise agreed to by the Administrative Agent), not later than 2:30 p.m. (or such other time agreed to by the Revolving Borrower and the applicable Swingline Lender), New York City time, on the day of such proposed Swingline Loan,
(ii) in the case of a Swingline Shekel Loan, the Revolving Borrower shall notify the Swingline Lenders of Shekel Lender directly in accordance with the standard borrowing procedures and written terms and conditions signed by the Revolving Borrower in favor the Swingline Shekel Lender prior to the date hereof by 2:00 p.m. (or such request other time agreed to by telephone (confirmed by a the Revolving Borrower and the Swingline Borrowing Request by telecopy) not later than 11:00 a.m.Shekel Lender), New York City time Local Time, on the day of the a proposed Swingline BorrowingShekel Loan,
(iii) in the case of a Swingline Peso Loan, the Revolving Borrower shall notify the Swingline Peso Lender directly in accordance with the standard borrowing procedures and written terms and conditions signed by the Revolving Borrower in favor the Swingline Peso Lender prior to the date hereof by 2:00 p.m. (or such other time agreed to by the Revolving Borrower and the Swingline Peso Lender), Local Time, on the day of a proposed Swingline Peso Loan, and
(iv) in the case of any other Swingline Loan, the Revolving Borrower shall notify the Administrative Agent of such request (which request shall be in writing or by telephone confirmed promptly by means of a written Borrowing Request delivered to the Administrative Agent in a form approved by the Administrative agent and signed by the Revolving Borrower (it being agreed no obligation to fund any Swingline Loan shall arise until the later of (x) the required funding time set forth herein and (y) 30 minutes after receipt of such written Borrowing Notice), unless otherwise agreed to by the Administrative Agent), not later than 10:00 a.m. (or such other time agreed to by the Revolving Borrower and such Swingline Lender), Local time, on the day of such proposed Swingline Loan. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (iA) the requested date (which shall be a Business Day), (iiB) whether such Swingline Loan is to be denominated in Dollars or a Foreign Currency, (C) the amount of the requested Swingline Borrowing, and (iiiD) in the case of a Swingline Borrowing denominated in a Foreign Currency, the Interest Period requested to be applicable thereto, which shall be a period contemplated by clause (b) of the definition of the term “Interest Period.” The Administrative Agent shall promptly advise the applicable Swingline Lender or the Affiliate designated by the applicable Swingline Lender for such Swingline Borrowing of any such notice received. In the case of Swingline Loans that are not denominated in Dollars, the applicable Swingline Lender and the Revolving Borrower shall agree upon the interest rate applicable to such Swingline Loan, provided that if such agreement cannot be reached prior to 2:00 p.m., Local Time, on the day of a proposed Swingline Shekel Loan (or such other time agreed to between the Revolving Borrower and the Swingline Shekel Lender), prior to 2:00 p.m., Local Time, on the day of a proposed Swingline Peso Loan (ivor such other time agreed to between the Revolving Borrower and the Swingline Peso Lender) and prior to 10:00 a.m., Local Time, on the location and number day of any other proposed Swingline Loan, or, in each of the foregoing cases, such other time agreed to by the applicable Swingline Lender and the Revolving Borrower’s account , then such Swingline Loan shall not be made. In addition to which funds are to be disbursedany other requirements for obtaining a Swingline Loan, the Revolving Borrower shall comply with all applicable legal and regulatory requirements. Each Any funding of a Swingline Loan by a Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 3:30 p.m., New York City timeLocal Time, to the account of the Administrative Agent, in case of a Swingline Shekel Loan, to the account of the Swingline Shekel Lender by 3:00 p.m. (or such other time agreed to by the Revolving Borrower and the Swingline Shekel Lender), Local Time, or, in case of a Swingline Peso Loan, to the account of the Swingline Peso Lender by 3:00 p.m. (or such other time agreed to by the Revolving Borrower and the Swingline Peso Lender), Local Time. The Administrative Agent will make such Swingline Loan available to the Revolving Borrower by promptly crediting the amounts so received, in like funds, to the account of the Revolving Borrower with the Administrative Agent (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank); provided that, in the case of a Swingline Shekel Loan, the Swingline Shekel Lender will make such Swingline Loan available to the Revolving Borrower by promptly crediting the amounts so received, in like funds, to the account of the Revolving Borrower with the Swingline Shekel Lender or pursuant to such other procedures agreed to between the Revolving Borrower and the Swingline Shekel Lender, and, in the case of a Swingline Peso Loan, the Swingline Peso Lender will make such Swingline Loan available to the Revolving Borrower by promptly crediting the amounts so received, in like funds, to the account of the Revolving Borrower with the Swingline Peso Lender or pursuant to such other procedures agreed to between the Revolving Borrower and the Swingline Peso Lender. The Administrative Agent shall determine the procedures to be followed by the Swingline Lenders to ensure that the Dollar Equivalent of the aggregate principal amount of the Swingline Loans does not exceed the amount permitted by Section 2.04(a) at the time any Swingline Loan is made and to ensure that the amount of Advances made does not exceed the amounts permitted by Section 2.01(a), and each Swingline Lender and the other parties hereto agrees to abide by such procedures. Without limiting such procedures, for purposes of determining the amount of any Borrowing that is permitted to be made under Section 2.01 or 2.04(a), the Administrative Agent may at any time assume that the Dollar Equivalent of the aggregate amount of (x) Swingline Shekel Loans is equal to $15,000,000 unless the request for such Borrowing delivered to the Administrative Agent specifies the Dollar Equivalent of the aggregate amount of Swingline Shekel Loans on the day of such request and on the day such Borrowing is to be made, and the Administrative Agent shall be entitled to rely thereon in determining the permissible amount of such Borrowing and (y) Swingline Peso Loans is equal to $15,000,000 unless the request for such Borrowing delivered to the Administrative Agent specifies the Dollar Equivalent of the aggregate amount of Swingline Peso Loans on the day of such request and on the day such Borrowing is to be made, and the Administrative Agent shall be entitled to rely thereon in determining the permissible amount of such Borrowing. If the Swingline Loans at any time exceed any of the amounts permitted by Section 2.01(a) or 2.04(a), the Revolving Borrower shall promptly prepay the relevant Swingline Loans by the amount of such excess.
(c) A Each Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m.12:00 p.m., New York City time (or 11:00 a.m. London time in the case of any Swingline Loan denominated in any Foreign Currency), on any Business Day, Day require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itLoans, provided that the Swingline Shekel Lender and the Swingline Peso Lender may do so only upon and during the continuance of an Event of Default or as otherwise agreed to among the Revolving Borrower, the Administrative Agent and the Swingline Shekel Lender, in case of Swingline Shekel Loans, or the Administrative Agent and the Swingline Peso Lender, in case of Swingline Peso Loans. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate, and such Swingline Loans, if denominated in Foreign Currency, shall be converted to Dollars and shall bear interest at the Alternate Base Rate plus the Applicable Margin. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Applicable Adjusted Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Applicable Adjusted Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Revolving Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Revolving Borrower (or any other party on behalf of the Revolving Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Revolving Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Revolving Borrower of any default in the payment thereofthereof and the Revolving Borrower shall reimburse each Lender for any amounts that may be due under Section 2.14, 2.16. 2.19 or any other term of this Agreement.
Appears in 1 contract
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each Swingline Lender agrees to make Swingline Loans to the Borrower from time to time during the Availability Period in U.S. Dollars, in an aggregate principal amount at any time outstanding that will not result in (x) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment, (y) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(b) To request a Swingline Borrowing, the Borrower shall notify the Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m.3:00 p.m., New York City Houston, Texas time on the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m.4:00 p.m, New York City Houston, Texas time, to the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).
(c) A Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m.12:00 noon, New York City Houston, Texas time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
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Swingline Loans. (a) Subject to the terms and conditions set forth herein, (i) each Swingline Dollar Lender agrees to make Swingline Dollar Loans to the any Domestic Swingline Borrower from time to time during the Revolving Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding for all Swingline Dollar Loans that will not result in (x) the aggregate principal amount of outstanding Swingline Dollar Loans made by such Swingline Dollar Lender exceeding the such Swingline Commitment, Dollar Lender’s Swingline Dollar Commitment or (y) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments and (ii) each Swingline Euro Lender agrees to make Swingline Euro Loans to any Foreign Swingline Borrower from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding for all Swingline Euro Loans that will not result in (x) the aggregate principal amount of outstanding Swingline Euro Loans of made by such Swingline Euro Lender exceeding such Swingline Euro Lender’s Swingline Commitments Euro Commitment or (zy) the sum of the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Dollar Borrowing or Swingline Euro Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(b) To request a Swingline Dollar Borrowing or Swingline Euro Borrowing, the Borrower Representative, on behalf of the applicable Borrower, shall notify the Administrative Agent and the applicable Swingline Lenders Lender of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) ), not later than 11:00 a.m., New York City time Local Time, on the day of a proposed Swingline Borrowing (or in the case of a Swingline Euro Borrowing, 10:00 a.m. New York time, on the Business Day preceding the date of the proposed Swingline Euro Borrowing). Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the Borrower requesting such Borrowing, (ii) the requested date (which shall be a Business Day), (iiiii) the amount of the requested Swingline BorrowingDollar Borrowing (expressed in Dollars) or Swingline Euro Borrowing (expressed in Euros), (iii) the term of such Swingline Loanas applicable, and (iv) in the location and number case of a Swingline Euro Borrowing, the Interest Period to be applicable thereto, which shall be a period contemplated by clause (b) of the Borrowerdefinition of the term “Interest Period.” The Administrative Agent shall promptly advise each Swingline Dollar Lender (in the case of a notice relating to a Swingline Dollar Borrowing) or each Swingline Euro Lender (in the case of a notice relating to a Swingline Euro Borrowing) of any such notice received from the Borrower Representative on behalf of a Borrower and the amount of such Swingline Lender’s account to which funds are Swingline Loan to be disbursedmade as part of the requested Swingline Dollar Borrowing or Swingline Euro Borrowing, as applicable. Each Swingline Dollar Lender shall make each Swingline Dollar Loan to be made by it hereunder in accordance with Section 2.02(a2.04(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City timeLocal Time, to the account of the Administrative Agent by notice to the Swingline Dollar Lenders. The Administrative Agent will make such Swingline Dollar Loans available to the applicable Domestic Swingline Borrower by promptly crediting the amounts so received, in like funds, to the general deposit account of the applicable Domestic Swingline Borrower with the Administrative Agent (or, in the case of a Swingline Dollar Borrowing made to finance the reimbursement of a Revolving an L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank). Each Swingline Euro Lender shall make each Swingline Euro Loan to be made by it hereunder in accordance with Section 2.04(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., Local Time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Swingline Euro Lenders. The Administrative Agent will make such Swingline Euro Loans available to the applicable Foreign Swingline Borrower by (i) promptly crediting the amounts so received, in like funds, to the general deposit account with the Administrative Agent of the applicable Foreign Swingline Borrower most recently designated to the Administrative Agent or (ii) by wire transfer of the amounts received in immediately available funds to the general deposit account of the applicable Foreign Swingline Borrower most recently designated to the Administrative Agent.
(c) A Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Dollar Lenders or Swingline Euro Lenders, as applicable) not later than 10:00 a.m., New York City time Local Time, on any Business Day, Day require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the applicable Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the applicable Borrower (or any other party on behalf of the such Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the applicable Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the applicable Borrower of any default in the payment thereof.
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Sources: Credit Agreement (Celanese CORP)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the US Tranche Swingline Lender agrees to make US Tranche Swingline Loans in US Dollars to the Borrower Company from time to time during the Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding that will not result in (xi) the aggregate principal amount of outstanding US Tranche Swingline Loans exceeding the Swingline Commitment, $25,000,000 or (yii) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure total US Tranche Exposures exceeding the total Revolving Facility US Tranche Commitments; provided that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Subject to the terms and conditions set forth herein, the Canadian Tranche Swingline Lender agrees to make Canadian Tranche Swingline Loans in Canadian Dollars to the Canadian Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the US Dollar Equivalent of the aggregate principal amount of outstanding Canadian Tranche Swingline Loans exceeding $5,000,000 or (ii) the total Canadian Tranche Exposures exceeding the total Canadian Tranche Commitments; provided that the Canadian Tranche Swingline Lender shall not be required to make a Canadian Tranche Swingline Loan to refinance an outstanding Canadian Tranche Swingline Loan. Subject to the terms and conditions set forth herein, the UK Tranche Swingline Lender agrees to make UK Tranche Swingline Loans in Pounds Sterling or Euro to the UK Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the US Dollar Equivalent of the aggregate principal amount of outstanding UK Tranche Swingline Loans exceeding $1,000,000 or (ii) the total UK Tranche Exposures exceeding the total UK Tranche Commitments; provided that the UK Tranche Swingline Lender shall not be required to make a UK Tranche Swingline Loan to refinance an outstanding UK Tranche Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(b) To request a Swingline BorrowingLoan, the applicable Borrower shall notify the Swingline Lenders Applicable Agent of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) ), not later than 11:00 a.m.1:00 p.m., New York City time Local Time (except, in the case of a Canadian Tranche Swingline Loan, not later than 12:00 noon, Toronto time) on the day of the a proposed Swingline BorrowingLoan. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the and amount of the requested Swingline Borrowing, (iii) Loan. The Applicable Agent will promptly advise the term applicable Swingline Lender of any such Swingline Loan, and (iv) the location and number of the notice received from a Borrower’s account to which funds are to be disbursed. Each The applicable Swingline Lender shall make each Swingline Loan available to be made the applicable Borrower by it hereunder in accordance means of a credit to the general deposit account of such Borrower with Section 2.02(a) on the proposed date thereof such Swingline Lender or by wire transfer of immediately available funds to an account specified by 3:00 p.m., New York City time, to such Borrower in the account of the Borrower applicable borrowing request (or, in the case of a US Tranche Swingline Borrowing Loan made to finance the reimbursement of a Revolving L/C an LC Disbursement as provided in Section 2.05(e2.06(e), by remittance to the applicable Issuing Bank)) by 3:00 p.m., Local Time, on the requested date of such Swingline Loan.
(c) A Swingline Lender may by written notice given to the Administrative Applicable Agent (and to the other Swingline Lenders) not later than 10:00 a.m.1:00 p.m., New York City time Local Time, on any Business Day, Day require the Revolving Facility Lenders under a Tranche to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itoutstanding under such Tranche. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility such Lenders will participate. Promptly upon receipt of such notice, the Administrative Applicable Agent will give notice thereof to each such applicable Lender, specifying in such notice such Lender’s Revolving Facility Tranche Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Applicable Agent, for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Tranche Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 2.07 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Applicable Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Applicable Agent shall notify the applicable Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Applicable Agent and not to the applicable such Swingline Lender. Any amounts received by a Swingline Lender from the applicable Borrower (or any other party on behalf of the applicable Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Applicable Agent; any such amounts received by the Administrative such Agent shall be promptly remitted promptly by the Administrative such Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative such Applicable Agent, as applicable, if and to the extent such payment is required to be refunded to the applicable Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the applicable Borrower of any default in the payment thereof.
Appears in 1 contract
Swingline Loans. (ai) Subject to the terms and conditions set forth hereinof this Agreement, each the Swingline Lender agrees to shall make Swingline Loans to the Borrower from time to time during from the Availability Period in U.S. DollarsRestatement Effective Date through, in an aggregate principal amount at any time outstanding but not including, the Initial Revolving-2 Loan Maturity Date; provided, that will (A) such requested Swingline Loan shall not result in exceed the Available Revolving Loan Commitment and (xB) the aggregate principal amount of all outstanding Swingline Loans exceeding (after giving effect to any amount requested), shall not exceed the Swingline Commitment, .
(yii) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR refunded by the Lenders with an Initial Revolving Loan Commitment on demand by the Swingline Lender. Such refundings shall be made by such Lenders in accordance with their respective Initial Revolving Loan Commitment Ratios and shall thereafter be reflected as Initial Revolving Loans under this Agreementof such Lenders on the books and records of the Administrative Agent. Each Lender with an Initial Revolving Loan Commitment shall fund its respective Initial Revolving Loan Commitment Ratio of Initial Revolving Loans as required to repay Swingline Loans outstanding to the Swingline Lender upon demand by the Swingline Lender but in no event later than 2:00 p.m. on the next succeeding Business Day after such demand is made. No Lender’s obligation to fund its respective Initial Revolving Loan Commitment Ratio of a Swingline Loan shall be affected by any other Lender’s failure to fund its Initial Revolving Loan Commitment Ratio of a Swingline Loan, nor shall any Lender’s Initial Revolving Loan Commitment Ratio be increased as a result of any such failure of any other Lender to fund its Initial Revolving Loan Commitment Ratio of a Swingline Loan.
(biii) To request a Swingline Borrowing, the The Borrower shall notify pay to the Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m., New York City time Lender on demand the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).
(c) A Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans to the extent amounts received from the Lenders with an Initial Revolving Loan Commitment are not sufficient to repay in which full the Revolving Facility Lenders will participateoutstanding Swingline Loans requested or required to be refunded. Promptly upon receipt of such noticeIn addition, the Borrower hereby authorizes the Administrative Agent will give notice thereof to each such Lender, specifying charge any account maintained by the Borrower with the Swingline Lender (up to the amount available therein) in such notice such Lender’s Revolving Facility Percentage order to immediately pay the Swingline Lender the amount of such Swingline Loans to the extent amounts received from such Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders with an Initial Revolving Loan Commitment in accordance with their respective Initial Revolving Loan Commitment Ratios (unless the amounts so recovered by or Loans. Each Revolving Facility Lender hereby absolutely on behalf of the Borrower pertain to a Swingline Loan extended after the occurrence and unconditionally agrees, upon receipt during the continuance of notice as provided above, to pay to an Event of Default of which the Administrative Agent for has received notice in the account manner required pursuant to Section 6.5 and which such Event of Default has not been waived by the applicable Swingline LenderRequired Initial Revolving Lenders, such the Required Lenders or the Lenders, as applicable).
(iv) Each Lender with an Initial Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender Commitment acknowledges and agrees that its respective obligation to acquire participations in refund Swingline Loans pursuant to in accordance with the terms of this paragraph Section is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination including, without limitation, non-satisfaction of the Commitmentsconditions set forth in Article 3. Further, and that each such payment Lender agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section, one of the events described in Section 8.1(g) or (h) shall have occurred, such Lender will, on the date the applicable Initial Revolving Loan would have been made, purchase an undivided participating interest in the Swingline Loan to be made without any offset, abatement, withholding or reduction whatsoeverrefunded in an amount equal to its Initial Revolving Loan Commitment Ratio of the aggregate amount of such Swingline Loan. Each Lender with an Initial Revolving Facility Lender shall comply with its obligation under this paragraph by wire Loan Commitment will immediately transfer of to the Swingline Lender, in immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (amount of its participation and Section 2.06 shall apply, mutatis mutandis, to upon receipt thereof the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender will deliver to such Lender a certificate evidencing such participation dated the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower date of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect receipt of such Swingline Loan shall be made to funds and for such amount. Whenever, at any time after the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender has received from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Lender with an Initial Revolving Loan after receipt by Commitment such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations ▇▇▇▇▇▇’s participating interest in a Swingline Loan pursuant Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to this paragraph shall not relieve the Borrower of any default such Lender its participating interest in such amount (appropriately adjusted, in the payment thereofcase of interest payments, to reflect the period of time during which such ▇▇▇▇▇▇’s participating interest was outstanding and funded).
(v) Notwithstanding anything to the contrary contained in this Agreement, this Section 2.1(d) shall be subject to the terms and conditions of Sections 2.15 and 2.16.
Appears in 1 contract
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make Swingline Loans in Dollars to the Borrower from time to time during the Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding that will not result in (xi) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment$50,000,000, (yii) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding its Commitment or (iii) the total Total Revolving Facility CommitmentsCredit Exposures exceeding the Aggregate Commitment; provided that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(ba) To request a Swingline BorrowingLoan, the Borrower shall notify the Swingline Lenders Lender and the Administrative Agent of such request by telephone or delivery a written Swingline Borrowing Request (provided that any telephonic notice must be confirmed by delivery to the Swingline Lender and the Administrative Agent of a Swingline Borrowing Request by telecopy) Request), not later than 11:00 a.m.1:00 p.m., New York City time time, on the day of the a proposed Swingline BorrowingLoan. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, Loan and (iv) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07. Each The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to be the Borrower by means of a credit to the specified account of the Borrower designated by the Borrower in the applicable Swingling Borrowing Request (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by it hereunder in accordance with Section 2.02(aremittance to the relevant Issuing Bank) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to on the account requested date of the Borrower (or, in the case of a such Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)Loan.
(cb) A The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 11:00 a.m., New York City time time, on any Business Day, Day require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itoutstanding. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 2.07 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein 50 shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
(c) The Swingline Lender may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Swingline Lender and the successor Swingline Lender. The Administrative Agent shall notify the Lenders of any such replacement of the Swingline Lender. At the time any such replacement shall become effective, the Borrower shall pay all unpaid interest accrued for the account of the replaced Swingline Lender pursuant to Section 2.13(a). From and after the effective date of any such replacement, (i) the successor Swingline Lender shall have all the rights and obligations of the replaced Swingline Lender under this Agreement with respect to Swingline Loans made thereafter and (ii) references herein to the term “Swingline Lender” shall be deemed to refer to such successor or to any previous Swingline Lender, or to such successor and all previous Swingline Lenders, as the context shall require. After the replacement of a Swingline Lender hereunder, the replaced Swingline Lender shall remain a party hereto and shall continue to have all the rights and obligations of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to its replacement, but shall not be required to make additional Swingline Loans.
(d) Subject to the appointment and acceptance of a successor Swingline Lender, the Swingline Lender may resign as a Swingline Lender at any time upon thirty (30) days’ prior written notice to the Administrative Agent, the Borrower and the Lenders, in which case, such Swingline Lender shall be replaced in accordance with Section 2.05(c) above.
Appears in 1 contract
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each Swingline Lender agrees agrees, severally, to make Swingline Loans in U.S. Dollars to the Borrower from time to time during the Revolving Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding that will not result in (xi) the aggregate principal amount of outstanding Swingline Loans Exposure exceeding the Swingline Commitment, (yii) the outstanding Swingline Loans Revolving Facility Exposure of such any Swingline Lender exceeding such Swingline Lender’s Swingline Commitments respective Revolving Facility Commitment or (ziii) the Revolving Facility Credit Exposure plus the face amount of letters of credit issued under Section 6.01(s) exceeding the total Revolving Facility Commitments; provided provided, that no the Swingline Lender Lenders shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingBorrowing and, to the extent that any HPS Lender is a Swingline Lender, such Swingline Lender shall not be required to fund any Swingline Loans until receipt of corresponding loans under the Natixis Swingline Agreement. Each Swingline Borrowing shall be in an amount that is an integral multiple of the Borrowing Multiple, and not less than the Borrowing Minimum. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All To the extent that HPS and the HPS Lenders agree to act as Swingline Lenders, it is understood and agreed they may satisfy their obligations hereunder with respect to the making of Swingline Loans shall be ABR Loans under this Agreementby causing a Third Party Swingline Lender to make such Swingline Loan.
(b) To request a Swingline Borrowing, the Borrower shall notify the Administrative Agent and the Swingline Lenders of such request in writing (which may be by telephone (confirmed by electronic mail) in the form of a Swingline Borrowing Request by telecopy) Request, not later than 11:00 10:00 a.m., New York City time Local Time, on the day of the a proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), ) and (ii) the amount of the requested Swingline Borrowing, (iii) . The Swingline Lenders shall consult with the term Administrative Agent as to whether the making of the Swingline Loan is in accordance with the terms of this Agreement prior to the Swingline Lenders funding such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).
(c) A Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon Upon receipt of notice as provided abovea proposed Swingline Borrowing from Borrower, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and Lenders shall not be affected by any circumstance whatsoever, including the occurrence and continuance promptly deliver notice of a Default or reduction or termination of proposed borrowing to Natixis no later than the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, deadline set forth in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Natixis Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by Agreement for requesting a Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.corresponding
Appears in 1 contract
Swingline Loans. (a) Subject to the terms and conditions set forth herein, (i) each Swingline Dollar Lender agrees to make Swingline Dollar Loans to the any Swingline Borrower from time to time during the Revolving Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding for all Swingline Dollar Loans that will not result in (x) the aggregate principal amount of outstanding Swingline Dollar Loans made by such Swingline Dollar Lender exceeding the such Swingline Commitment, Dollar Lender’s Swingline Dollar Commitment or (y) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments and (ii) each Swingline Euro Lender agrees to make Swingline Euro Loans to any Swingline Borrower from time to time during the Revolving Availability Period, in an aggregate principal amount at any time outstanding for all Swingline Euro Loans that will not result in (x) the aggregate principal amount of outstanding Swingline Euro Loans of made by such Swingline Euro Lender exceeding such Swingline Euro Lender’s Swingline Commitments Euro Commitment or (zy) the sum of the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Dollar Borrowing or Swingline Euro Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(b) To request a Swingline Dollar Borrowing or Swingline Euro Borrowing, the applicable Borrower shall notify the Administrative Agent and the applicable Swingline Lenders Lender of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) ), not later than 11:00 a.m., New York City time Local Time, on the day of a proposed Swingline Borrowing (or in the case of a Swingline Euro Borrowing, 10:00 a.m. New York time, on the Business Day preceding the date of the proposed Swingline Euro Borrowing). Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the Borrower requesting such Borrowing, (ii) the requested date (which shall be a Business Day), (iiiii) the amount of the requested Swingline BorrowingDollar Borrowing (expressed in Dollars) or Swingline Euro Borrowing (expressed in Euros), (iii) the term of such Swingline Loanas applicable, and (iv) in the location and number case of a Swingline Euro Borrowing, the Interest Period to be applicable thereto, which shall be a period contemplated by clause (b) of the Borrowerdefinition of the term “Interest Period.” The Administrative Agent shall promptly advise each Swingline Dollar Lender (in the case of a notice relating to a Swingline Dollar Borrowing) or each Swingline Euro Lender (in the case of a notice relating to a Swingline Euro Borrowing) of any such notice received from a Borrower and the amount of such Swingline Lender’s account to which funds are Swingline Loan to be disbursedmade as part of the requested Swingline Dollar Borrowing or Swingline Euro Borrowing, as applicable. Each Swingline Dollar Lender shall make each Swingline Dollar Loan to be made by it hereunder in accordance with Section 2.02(a2.04(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City timeLocal Time, to the account of the Administrative Agent by notice to the Swingline Dollar Lenders. The Administrative Agent will make such Swingline Dollar Loans available to the applicable Swingline Borrower by promptly crediting the amounts so received, in like funds, to the general deposit account of the applicable Swingline Borrower with the Administrative Agent (or, in the case of a Swingline Dollar Borrowing made to finance the reimbursement of a Revolving an L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).
(c) A Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.Section
Appears in 1 contract
Sources: Credit Agreement (New Skies Satellites Holdings Ltd.)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make Swingline Loans to the Borrower Borrower, in Dollars, at any time and from time to time during on and after the Availability Period in U.S. DollarsClosing Date, in an aggregate principal amount at any time outstanding that will not result in (x) and until the aggregate principal amount earlier of outstanding Swingline Loans exceeding the Initial Revolving Credit Maturity Date and the termination of the Swingline Commitment, (y) Loan Commitment in accordance with the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitmentsterms hereof; provided that no Swingline Lender Loan may be advanced unless, after giving effect to any Borrowing of Swingline Loans, (i) the Swingline Exposure shall not exceed the Swingline Sublimit, (ii) the aggregate Revolving Credit Exposure shall not exceed the aggregate Revolving Credit Commitments and (iii) the aggregate amount of the Additional Revolving Credit Exposure attributable to any Class of Additional Revolving Credit Commitments does not exceed the aggregate amount of the Additional Revolving Credit Commitments of such Class. For the avoidance of doubt, except for the purpose of calculating the Commitment Fee Rate, any advance of Swingline Loans shall reduce the availability under the Revolving Credit Commitment on a dollar-for-dollar basis. Each Swingline Loan shall be required to make in a minimum principal amount of not less than $100,000 or such lesser amount as may be agreed by the Swingline Lender; provided that a Swingline Loan may be made in a lesser aggregate amount that is (x) equal to refinance the entire aggregate unused Revolving Credit Commitments or (y) required to finance the reimbursement of an outstanding Swingline BorrowingLC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms terms, conditions and conditions limitations set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans may be borrowed, paid, repaid and reborrowed. Each Swingline Loan shall be ABR subject to all the terms and conditions applicable to other Revolving Loans under this Agreementexcept that all payments thereon (including interest) shall be payable to the Swingline Lender solely for its own account.
(b) To request a Swingline BorrowingLoan, the Borrower shall notify the Swingline Lenders Administrative Agent of such request by telephone (confirmed in writing not later than 2:00 p.m. on the day of the proposed Swingline Loan. Each such notice shall be irrevocable and shall be in a form of written Borrowing Request, appropriately completed and signed by a Swingline Borrowing Request Responsible Officer of the Borrower and must be received by telecopythe Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 11:00 a.m., New York City time 2:00 p.m. on the day of the proposed Swingline Borrowing. Each such notice and Swingline written Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (i) the Class of such Borrowing, (ii) the aggregate amount of the requested Borrowing; (iii) the date (of such Borrowing, which shall be a Business Day), ; (iiiv) the amount of the requested Swingline that such Borrowing is to be an ABR Borrowing, (iii) the term of such Swingline Loan, ; and (ivv) the location and number of the Borrower’s account or any other designated account(s) to which funds are to be disbursed. Each The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to be made the Borrower pursuant to instructions previously agreed upon between the Swingline Lender and the Borrower by it hereunder in accordance with Section 2.02(a) 4:00 p.m. on the proposed requested date thereof by wire transfer of immediately available funds by 3:00 p.m.such Swingline Loan. Each Revolving Lender acknowledges and agrees that in making any Swingline Loan, New York City timethe Swingline Lender shall be entitled to rely, to and shall not incur any liability for relying, upon the account representations and warranties of the Borrower (or, in the case of a Swingline Borrowing deemed made pursuant to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)4.02.
(c) A The Swingline Lender may may, by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time 1:00 p.m. on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itoutstanding, and the Revolving Lenders shall be obligated to purchase participations in any Swingline Loan on a pro rata basis based on their Applicable Percentage of Initial Revolving Credit Commitments. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Revolving Lender, specifying in such notice such Lender’s Applicable Revolving Facility Credit Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agreesagrees to pay, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Applicable Revolving Facility Credit Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender LEGAL_US_E # 159035042.9 acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation obligations under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 2.07 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 2.07 shall apply, mutatis mutandis, to the payment obligations of the LendersRevolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly pay remit to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall promptly notify the Borrower of any participations in any Swingline Loan Loans acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan Loans shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. Notwithstanding anything herein to the contrary, (1) such obligations of such Swingline Lender to make Swingline Loans hereunder (but not to purchase and fund risk participations in Swingline Loans pursuant to Section 2.04(c)) are subject to the condition that such Swingline Lender had not received prior notice from the Borrower or the Required Lenders that any of the conditions under Section 4.02 to the making of the applicable Swingline Loans were not satisfied and (2) the Swingline Lender shall not be obligated to make any Swingline Loans (i) if it has elected not to do so after the occurrence and during the continuation of a Default or Event of Default, (ii) it does not in good faith believe that all conditions under Section 4.02 to the making of such Swingline Loan have been satisfied or waived by the Required Lenders or (iii) if any of the Revolving Lenders is a Defaulting Lender but, in the case of this clause (iii) only to the extent that (A) the Defaulting Lender’s participation in such Swingline Loan may not be reallocated pursuant to Section 2.21(d)(i) or (B) other arrangements reasonably satisfactory to it and Borrower (including pursuant to Section 2.21(d)(ii)) to eliminate the 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.
Appears in 1 contract
Swingline Loans. (a) Subject to On the terms and subject to the conditions set forth hereincontained in this Agreement, each the Swingline Lender agrees to make Swingline Loans to the Borrower Borrowers from time to time on any Business Day during the Availability Period in U.S. Dollarsperiod from the Effective Date until the Revolving Credit Termination Date, in an aggregate principal amount at any time outstanding that will not result in (xi) the aggregate principal amount of outstanding Swingline Loans for all Borrowers exceeding the Swingline CommitmentLoan Sublimit, (yii) any Borrower’s Revolving Credit Outstandings exceeding its Revolving Credit Sublimit, (iii) the aggregate Revolving Credit Outstandings exceeding the then effective Revolving Credit Commitments and (iv) the sum of (A) all outstanding Swingline Loans plus (B) all outstanding Revolving Loans made by the Swingline Lender in its capacity as a Lender plus (C) such Lender’s Ratable Portion of the aggregate Letter of Credit Obligations, exceeding the amount of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) Revolving Credit Commitment; provided, that the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall not be required to make a Swingline Loan (x) to refinance an outstanding Swingline BorrowingLoan or (y) so long as any Lender is a Defaulting Lender, unless the Swingline Lender is satisfied that it will have no Fronting Exposure after making such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(b) To request a Swingline BorrowingLoan, the applicable Borrower shall notify the Swingline Lenders Administrative Agent of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) ), not later than 11:00 a.m.12:00 noon, New York City time time, on the day of the a proposed Swingline BorrowingLoan. Each such notice and shall be substantially the form of Exhibit I (Form of Swingline Borrowing Request shall Loan Request) (a “Swingline Loan Request”), be irrevocable and shall specify (i) the requested date (which shall be a Business Day or, in the case of a SMIR Loan, a U.S. Securities Business Day)) of the Swingline Loan, (ii) the amount of the requested Swingline Borrowing, Loan and (iii) the term of whether such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are Loan is to be disburseda Base Rate Loan or a SMIR Loan. If no election as to the Type of Swingline Loan is specified, then the requested Swingline Loan shall be a Base Rate Loan. Each Swingline Loan shall be in an amount that is an integral multiple of $100,000 and not less than $100,000. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from such Borrower. The Swingline Lender shall make each Swingline Loan available to be made the applicable Borrower by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by means of a credit or wire transfer of immediately available funds funds, as applicable, to an account of such Borrower designated by such Borrower in writing to the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of a Reimbursement Obligation to the extent permitted by Section 2.12(h), by remittance to the applicable Issuer) by 3:00 p.m., New York City time, to on the account requested date of the Borrower (or, in the case of a such Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)Loan.
(c) A The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time time, on any Business Day, Day require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itoutstanding. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage Ratable Portion of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage Ratable Portion of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or any reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, funds to the payment obligations of the Lenders)Administrative Agent, and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Parent Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the any Borrower (or any other party on behalf of the any Borrower) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; , and any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided provided, that any such payment so remitted shall be repaid to such the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the any Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the any Borrower of any default in the payment thereof.
Appears in 1 contract
Sources: Revolving Credit Agreement (Boardwalk Pipeline Partners, LP)
Swingline Loans. (a) Subject to The Swingline Lender agrees, on the terms and subject to the conditions set forth herein, each Swingline Lender agrees to make Swingline Loans a portion of the Revolving Commitments available to the Borrower from time to time during prior to the Availability Period in U.S. Dollars, in an aggregate principal amount at any time outstanding that will not result in (x) the aggregate principal amount of outstanding Swingline Termination Date by making Swingline Loans exceeding to the Borrower in Dollars or Available Alternative Currencies (each such loan, a "Swingline CommitmentLoan" and collectively, (y) the outstanding "Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding the total Revolving Facility CommitmentsLoans"); provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(b) To request a Swingline Borrowing, the Borrower shall notify the Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m., New York City time on the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which aggregate Dollar Amount of the Swingline Loans outstanding at any one time shall be a Business Day)not exceed the Swingline Committed Amount, (ii) with regard to each Lender individually (other than the amount Swingline Lender in its capacity as such), the Dollar Amount of such Lender's outstanding Revolving Loans plus its Participation Interests in outstanding Swingline Loans plus its Participation Interests in outstanding LC Obligations shall not at any time exceed such Lender's Revolving Commitment Percentage of the requested Swingline BorrowingRevolving Committed Amount, (iii) with regard to the term Revolving Lenders collectively, the aggregate Dollar Amount of such Swingline Loan, the Revolving Outstandings shall not exceed the Revolving Committed Amount and (iv) the location and number Swingline Committed Amount shall not exceed the aggregate of the Borrower’s account Revolving Commitments then in effect. Swingline Loans may be repaid and reborrowed in accordance with the provisions hereof prior to which funds are the Swingline Termination Date. Swingline Loans may be made notwithstanding the fact that such Swingline Loans, when aggregated with the Swingline Lender's other Revolving Outstandings, exceeds its Revolving Commitment. The proceeds of a Swingline Borrowing may be used, in whole or in part, to refund any prior Swingline Borrowing. The Dollar Amount of all Swingline Loans shall be disbursed. Each due and payable on the earliest of (A) the maturity date agreed to by the Swingline Lender shall make each and the Borrower with respect to such Swingline Loan (which maturity date shall not be a date more than seven Business Days from the date of advance thereof), (B) the Swingline Termination Date, (C) the occurrence of a Bankruptcy Event with respect to any Borrower or (D) the acceleration of any Loan or the termination of the Revolving Commitments pursuant to Section 8.02. With respect to any Swingline Loans that have not been voluntarily prepaid by the Borrower or paid by the Borrower when due under clause (ii) above, the Swingline Lender (by request to the Administrative Agent) or Administrative Agent at any time may, and shall at any time Swingline Loans in an amount of $1,000,000 or more shall have been outstanding for more than seven days, on one Business Day's notice, require each Revolving Lender, including the Swingline Lender, and each such Lender hereby agrees, subject to the provisions of this Section 2.01(b), to make a Revolving Loan to the Borrower (which shall be initially funded as a Base Rate Loan) in an amount equal to such Lender's Revolving Commitment Percentage of the Dollar Amount of the Swingline Loans ("Refunded Swingline Loans") outstanding on the date notice is given; provided that on the date on which any Refunded Swingline Loans that are Alternative Currency Loans are repaid with the proceeds of Revolving Loans made or deemed to be made by it hereunder the Lenders (other than the Swingline Lender), any such Refunded Swingline Loans shall automatically be converted into Loans made in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, in Dollars. In the case of a Revolving Loans made by Lenders other than the Swingline Borrowing made Lender under clause (iii) above, each such Revolving Lender shall make the Dollar Amount of its Revolving Loan available to finance the reimbursement Administrative Agent, in Dollars in same day funds, at the Administrative Agent's Office, not later than 1:00 P.M. on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Loans shall be immediately delivered to the Swingline Lender (and not to any Borrower) and applied to repay the Refunded Swingline Loans. On the day such Revolving Loans are made, the Swingline Lender's Revolving Commitment Percentage of the Refunded Swingline Loans shall be deemed to be paid with the proceeds of a Revolving L/C Disbursement Loan made by the Swingline Lender and such portion of the Swingline Loans deemed to be so paid shall no longer be outstanding as provided Swingline Loans and shall instead be outstanding as Revolving Loans. Upon receipt by Ca▇▇▇▇▇▇▇ ▇f prior written notice from the Administrative Agent, Ca▇▇▇▇▇▇▇ ▇uthorizes the Administrative Agent and the Swingline Lender to charge any Borrower's account with the Administrative Agent (up to the amount available in Section 2.05(e)such account) in order to pay immediately to the Swingline Lender the amount of such Refunded Swingline Loans to the extent amounts received from the Revolving Lenders, including amounts deemed to be received from the Swingline Lender, are not sufficient to repay in full such Refunded Swingline Loans. If any portion of any such amount paid (or deemed to be paid) to the Swingline Lender should be recovered by or on behalf of any Borrower from the Swingline Lender in bankruptcy, by remittance to assignment for the applicable Issuing Bank).
(c) benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Revolving Lenders in the manner contemplated by Section 2.14. A copy of each notice given by the Swingline Lender may pursuant to this Section 2.01(b) shall be promptly delivered by written notice given the Swingline Lender to the Administrative Agent (and the Borrower. Upon the making of a Revolving Loan by a Revolving Lender pursuant to this Section 2.01(b), the amount so funded shall no longer be owed in respect of its Participation Interest in the related Refunded Swingline Loans. If as a result of any Bankruptcy Event, Revolving Loans are not made pursuant to this Section 2.01(b) sufficient to repay any amounts owed to the other Swingline Lenders) not later than 10:00 a.m.Lender as a result of a nonpayment of outstanding Swingline Loans, New York City time on any Business Dayeach Revolving Lender agrees to purchase, require the Revolving Facility Lenders and shall be deemed to acquire participations on have purchased, a participation in such Business Day in all or a portion of the outstanding Swingline Loans made by itin an amount equal to its Revolving Commitment Percentage of the unpaid Dollar Amount together with accrued interest thereon. Such Upon one Business Day's notice from the Swingline Lender, each Revolving Lender shall specify deliver to the aggregate Swingline Lender an amount of in Dollars equal to its respective Participation Interest in such Swingline Loans in which same day funds at the office of the Swingline Lender specified on Schedule 10.02. In order to evidence such Participation Interest each Revolving Facility Lenders will participateLender agrees to enter into a participation agreement at the request of the Swingline Lender in form and substance reasonably satisfactory to all parties. Promptly upon receipt In the event any Revolving Lender fails to make available to the Swingline Lender the amount of such noticeRevolving Lender's Participation Interest as provided in this Section 2.01(b)(vi), the Administrative Agent will give notice thereof Swingline Lender shall be entitled to each recover such Lender, specifying amount on demand from such Revolving Lender together with interest at the customary rate set by the Swingline Lender for correction of errors among banks in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or New York City for one Business Day and thereafter at the Base Rate plus the then Applicable Margin for Base Rate Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective 's obligation to acquire participations make Revolving Loans pursuant to clause (iv) above and to purchase Participation Interests in outstanding Swingline Loans pursuant to this paragraph is clause (vi) above shall be absolute and unconditional and shall not be affected by any circumstance whatsoevercircumstance, including (without limitation) (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender or any other Person may have against the Swingline Lender or any Borrower, (ii) the occurrence and or continuance of a Default or an Event of Default or the termination or reduction or termination in the amount of the CommitmentsRevolving Commitments after any such Swingline Loans were made, (iii) any adverse change in the condition (financial or otherwise) of any Borrower or any other Person, (iv) any breach of this Agreement or any other Loan Document by any Borrower or any other Lender, (v) whether any condition specified in Article IV is then satisfied or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the forgoing. If such Lender does not pay such amount forthwith upon the Swingline Lender's demand therefor, and that each until such payment time as such Lender makes the required payment, the Swingline Lender shall be made without any offsetdeemed to continue to have outstanding Swingline Loans in the amount of such unpaid Participation Interest for all purposes of the Loan Documents other than those provisions requiring the other Lenders to purchase a participation therein. Further, abatement, withholding or reduction whatsoever. Each Revolving Facility such Lender shall comply with be deemed to have assigned any and all payments made of principal and interest on its obligation under this paragraph by wire transfer of immediately available fundsLoans, and any other amounts due to it hereunder to the Swingline Lender to fund Swingline Loans in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations amount of the Lenders), and the Administrative Agent shall promptly pay Participation Interest in Swingline Loans that such Lender failed to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired purchase pursuant to this paragraph Section 2.01(b)(vi) until such amount has been purchased (c), and thereafter payments by the Borrower in respect as a result of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (assignment or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofotherwise).
Appears in 1 contract
Sources: Revolving Credit Agreement (Carpenter Technology Corp)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, from time to time during the Availability Period, each Swingline Lender severally agrees to make Swingline Loans to the Borrower denominated in Dollars from time to time during the Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding that will not result in (xi) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment, (yii) the outstanding Revolving Facility Credit Exposure of the applicable Class exceeding the total Revolving Facility Commitments of such Class or (iii) the sum of (x) the Swingline Loans Exposure of such Swingline Lender exceeding (in its capacity as a Swingline Lender and a Revolving Facility Lender) applicable to such Class, (y) the aggregate principal amount of outstanding Revolving Facility Loans of such Class made by such Swingline Lender (in its capacity as a Revolving Facility Lender’s Swingline Commitments or ) and (z) the Revolving Facility Credit Exposure exceeding the total Percentage of such Swingline Lender (in its capacity as a Revolving Facility CommitmentsLender) of the Revolving L/C Exposure applicable to such Class exceeding its Revolving Facility Commitment of such Class then in effect; provided that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(ba) To request a Swingline Borrowing, the Borrower shall notify the Administrative Agent and the Swingline Lenders Lender of such request by telephone in writing (confirmed by a Swingline Borrowing Request by telecopy) which may be delivered electronically), not later than 11:00 a.m.2:00 p.m., New York City time Local Time, on the day of the a proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date of such Swingline Borrowing (which shall be a Business Day), ) and (ii) the amount of the requested Swingline Borrowing, (iii) . The Swingline Lender shall consult with the term Administrative Agent as to whether the making of the Swingline Loan is in accordance with the terms of this Agreement prior to the Swingline Lender funding such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each The Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City timeLocal Time, to the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving an L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).
(cb) A The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time Local Time, on any Business Day, Day require the Revolving Facility Lenders of the applicable Class to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Revolving Facility Lender’s applicable Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s applicable Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
(c) The Borrower may, at any time and from time to time, designate as additional Swingline Lenders one or more Revolving Facility Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Facility Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, executed by the Borrower, the Administrative Agent and such designated Swingline Lender, and, from and after the effective date of such agreement, (i) such Revolving Facility Lender shall have all the rights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such Revolving Facility Lender in its capacity as a lender of Swingline Loans hereunder.
Appears in 1 contract
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each Swingline Lender agrees to make Swingline Loans to any of the Borrower Borrowers from time to time during the Revolving Facility Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding that will not result in (xi) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment, (y) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments Commitment or (zii) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Interest on Swingline Loans denominated in Foreign Currency will be calculated based on the overnight EURIBO Rate. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(b) To request a Swingline Borrowing, the applicable Borrower shall notify the Administrative Agent and the Swingline Lenders of such request in a written Borrowing Request signed by telephone the Borrower making such request (confirmed by x) in the case of a Swingline Borrowing Request by telecopy) denominated in Euros or Sterling, not later than 11:00 a.m.12:00 noon, New York City time Local Time, one (1) Business Day before the date of the proposed Swingline Borrowing or (y) in the case of a Swingline Borrowing denominated in Dollars, not later than 12:00 noon, Local Time on the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the amount of the requested Swingline BorrowingBorrowing (expressed in Dollars), (iii) in the case of a Swingline Borrowing denominated in Euros or Sterling, the currency requested, (iv) the term of such Swingline LoanLoan (which, in the case of a Swingline Borrowing denominated in Euros or Sterling, shall not be more than 7 Business Days) and (ivv) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City timeLocal Time, to the account of the applicable Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving an L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).
(c) A Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time Local Time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the applicable Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the applicable Borrower (or any other party on behalf of the such Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the applicable Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower Borrowers of any default in the payment thereof.
Appears in 1 contract
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make swingline loans (each, a "Swingline Loans Loan" and collectively, the "Swingline Loans") to the any US Facility Borrower from time to time during from the Availability Period in U.S. Dollars, Closing Date until the day immediately preceding the Facility Termination Date in an aggregate principal amount not to exceed at any time outstanding that will not result in (x) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline CommitmentSublimit; provided, (y) however, that the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall not be required required, and shall have no obligation, to make any Swingline Loan (i) so long as a Default or an Event of Default has occurred and is continuing or (ii) if the Revolving Credit Lenders have accelerated the maturity of the Obligations as a result of the occurrence of an Event of Default; provided, further, however, that, after giving effect to any Swingline Loan, at no time shall the Total Outstandings ever exceed the Total Commitment, and provided, further, that the Borrower shall not use the proceeds of any Swingline Loan to refinance an any outstanding Swingline BorrowingLoan. Within the foregoing limits and subject to the terms and conditions set forth hereinsuch limits, the Borrower US Facility Borrowers may borrow, prepay repay and reborrow Swingline LoansLoans hereunder, on a Business Day, from the Closing Date until, but (as to borrowings and reborrowings) not including, the Facility Termination Date. All Each Swingline Loans Loan shall bear interest at the US Facility Base Rate and shall have a duration of one (1) to five (5) days, as selected by the applicable US Facility Borrower in the applicable Swingline Loan Notice. Interest on each Swingline Loan shall be ABR Loans under this Agreementcomputed on the basis of a year of 365/366 days and calculated for the actual number of days elapsed.
(b) To request a Swingline BorrowingLoan, the a US Facility Borrower shall notify the Swingline Lenders Agent of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) ), not later than 11:00 a.m.12:00 noon ( New York, New York City time time), on the day of the a proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), ) and (ii) the amount of the requested Swingline BorrowingLoan, which shall be a minimum amount of $100,000.00. The Agent will promptly advise the Swingline Lender of any such notice received from a US Facility Borrower. Unless the Swingline Lender has received notice (iiiby telephone or in writing) from the term Agent (including at the request of any Revolving Credit Lender) prior to 2:00 P.M. (New York, New York time) on the date of the proposed Swingline Borrowing (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.13(a) above, or (B) that one or more of the applicable conditions specified in Section 6.02 of this Agreement is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender, not later than 3:00 P.M. (New York, New York time), on the requested date of such Swingline LoanBorrowing, and (iv) shall make such Swingline Loan available to the location and number applicable US Facility Borrower by means of a credit to the Borrower’s general deposit account to which funds are to be disbursed. Each of such US Facility Borrower with the Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, in the case of a Swingline Borrowing Loan made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e)Reimbursement Obligation, by remittance to the applicable Issuing Bank)) in immediately available funds.
(c) A Subject to the last sentence of this Section 2.13(c), the Swingline Lender may may, by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m.A.M. (New York, New York City time time), on any Business Day, require the Revolving Facility Credit Lenders to acquire participations Participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itoutstanding. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Credit Lenders will shall participate. Promptly upon receipt of such notice, the Administrative Agent will shall give notice thereof to each such Revolving Credit Lender, specifying in such notice such Revolving Credit Lender’s Revolving Facility 's Applicable Commitment Percentage of such Swingline Loan or Swingline Loans. Each Revolving Facility Credit Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility Credit Lender’s Revolving Facility 's Applicable Commitment Percentage of such Swingline Loan or Swingline Loans. Each Revolving Facility Credit Lender acknowledges and agrees that its respective obligation to acquire participations Participations in Swingline Loans pursuant to this paragraph Section 2.13(c) is absolute and unconditional and and, subject to the last sentence of this Section 2.13(c), shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Credit Lender shall comply with its obligation under this paragraph Section 2.13(c) by wire transfer of immediately available fundsSame Day Funds, in the same manner as provided in Section 2.06 2.01(b)(v) with respect to Loans US Facility Advances made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders)Credit Lender, and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Credit Lenders. The Administrative Agent shall notify the Borrower US Facility Borrowers of any participations Participations in any Swingline Loan acquired pursuant to this paragraph (c)Section 2.13(c) and, and thereafter thereafter, payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the Borrower US Facility Borrowers (or any other party on behalf of the BorrowerUS Facility Borrowers) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations Participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Credit Lenders that shall have made their payments pursuant to this paragraph Section 2.13(c) and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the applicable US Facility Borrower for any reason. The purchase of participations Participations in a Swingline Loan pursuant to this paragraph Section 2.13(c) shall not relieve the any US Facility Borrower of any default in the payment thereof. Notwithstanding the foregoing to the contrary, none of the Revolving Credit Lenders shall be deemed to have agreed to purchase a Participation in any Swingline Loan to the extent such Swingline Loan was made after the Swingline Lender had been notified at least one (1) Business Day previously by the Agent or any Revolving Credit Lender, or had actual knowledge, that (i) a Default or Event of Default had occurred and was continuing or (ii) any other condition to making Swingline Loans was not then satisfied.
Appears in 1 contract
Sources: Credit Agreement (Technitrol Inc)
Swingline Loans. (ai) Subject to The Swingline Lender agrees, on the terms and subject to the conditions set forth hereinherein and in the other Senior Finance Documents, each Swingline Lender agrees to make Swingline Loans a portion of the Revolving Commitments available to the Borrower from time to time during the Availability Period by making Swingline Loans to the Borrower in U.S. DollarsDollars (each such loan, in an aggregate principal amount at any time outstanding a "Swingline Loan" and, collectively, the "Swingline Loans"); provided that will not result in (xA) the aggregate principal amount of the Swingline Loans outstanding at any one time shall not exceed the Swingline Committed Amount, (B) with regard to each Lender individually (other than the Swingline Lender in its capacity as such), such Lender's outstanding Revolving Loans plus its Participation Interests in outstanding Swingline Loans exceeding plus its Participation Interests in outstanding LC Obligations shall not at any time exceed such Lender's Revolving Commitment Percentage of the Revolving Committed Amount, (C) with regard to the Revolving Lenders collectively, the sum of the aggregate principal amount of Swingline Loans outstanding plus the aggregate amount of Revolving Loans outstanding plus the aggregate amount of LC Obligations outstanding shall not exceed the Revolving Committed Amount and (D) the Swingline Commitment, (y) Committed Amount shall not exceed the outstanding Swingline Loans aggregate of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingCommitments then in effect. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR made and maintained as Base Rate Loans under this Agreementand may be repaid and reborrowed in accordance with the provisions hereof prior to the Swingline Termination Date. Swingline Loans may be made notwithstanding the fact that such Swingline Loans, when aggregated with the Swingline Lender's other Revolving Outstandings, exceeds its Revolving Commitment. The proceeds of a Swingline Borrowing may not be used, in whole or in part, to refund any prior Swingline Borrowing.
(bii) To request The principal amount of all Swingline Loans shall be due and payable on the earliest of (A) the Swingline Termination Date, (B) the occurrence of a bankruptcy or similar proceeding with respect to the Borrower or (C) the acceleration of any Loan or the termination of the Revolving Commitments pursuant to Section 8.02.
(iii) With respect to any Swingline BorrowingLoans that have not been voluntarily prepaid by the Borrower or paid by the Borrower when due under clause (ii) above, the Borrower shall notify Swingline Lender (by request to the Administrative Agent) or the Administrative Agent at any time may, on one Business Day's notice, require each Revolving Lender, including the Swingline Lenders Lender, and each such Lender hereby agrees, subject to the provisions of such request by telephone (confirmed by this Section 2.01(c), to make a Swingline Borrowing Request by telecopy) not later than 11:00 a.m., New York City time on the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date Revolving Loan (which shall be initially funded as a Business Day), (iiBase Rate Loan) in an amount equal to such Lender's Revolving Commitment Percentage of the amount of the requested Swingline Borrowing, Loans (the "Refunded Swingline Loans") outstanding on the date notice is given.
(iv) In the case of Revolving Loans made by Lenders other than the Swingline Lender under clause (iii) the term of above, each such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Revolving Lender shall make each the amount of its Revolving Loan available to the Administrative Agent, in same day funds, at the Administrative Agent's Office, not later than 1:00 P.M. on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Loans shall be immediately delivered to the Swingline Loan Lender (and not to the Borrower) and applied to repay the Refunded Swingline Loans. On the day such Revolving Loans are made, the Swingline Lender's Revolving Commitment Percentage of the Refunded Swingline Loans shall be deemed to be made by it hereunder in accordance paid with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement proceeds of a Revolving L/C Disbursement as provided in Section 2.05(e), Loan made by remittance to the applicable Issuing Bank).
(c) A Swingline Lender may by written notice given and such portion of the Swingline Loans deemed to be so paid shall no longer be outstanding as Swingline Loans and shall instead be outstanding as Revolving Loans. The Borrower authorizes the Administrative Agent and the Swingline Lender to charge the Borrower's account with the Administrative Agent (and up to the other amount available in such account) in order to pay immediately to the Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require Lender the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Refunded Swingline Loans in which to the extent amounts received from the Revolving Facility Lenders will participate. Promptly upon receipt of such noticeLenders, including amounts deemed to be received from the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, are not sufficient to repay in full such Revolving Facility Lender’s Revolving Facility Percentage of such Refunded Swingline Loan or Loans. Each If any portion of any such amount paid (or deemed to be paid) to the Swingline Lender should be recovered by or on behalf of the Borrower from the Swingline Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Revolving Facility Lenders in the manner contemplated by Section 2.13.
(v) A copy of each notice given by the Swingline Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment Section 2.01(c) shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph promptly delivered by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline LenderBorrower. Any amounts received Upon the making of a Revolving Loan by a Swingline Revolving Lender from pursuant to this Section 2.01(c), the Borrower (or any other party on behalf of the Borrower) amount so funded shall no longer be owed in respect of its Participation Interest in the related Refunded Swingline Loans.
(vi) If as a Swingline Loan after receipt by such Swingline Lender result of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the bankruptcy or similar proceeding, Revolving Facility Lenders that shall have Loans are not made their payments pursuant to this paragraph Section 2.01(c) sufficient to repay any amounts owed to the Swingline Lender as a result of a nonpayment of outstanding Swingline Loans, each Revolving Lender agrees to purchase, and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid deemed to have purchased, a participation in such outstanding Swingline Lender or Loans in an amount equal to its Revolving Commitment Percentage of the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofunpaid amount together with accrued interest thereon.
Appears in 1 contract
Swingline Loans. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth hereinforth, each Swingline Lender agrees agrees, severally and not jointly, at any time and from time to time on and after the Effective Date and until the earlier of the Business Day immediately preceding the Revolving Credit Maturity Date and the termination of the Swingline Commitment of such Swingline Lender, (i) to make available to any Swingline Borrower Swingline Loans (“Quoted Swingline Loans”) on the basis of quoted interest rates (each, a “Quoted Swingline Rate”) furnished by such Swingline Lender from time to time in its discretion to such Swingline Borrower (through the Administrative Agent) and accepted by such Swingline Borrower in its discretion and (ii) to make Swingline Loans (“ABR Swingline Loans”) to any Swingline Borrower bearing interest at a rate equal to the Borrower from time to time during the Availability Period in U.S. Dollars, Alternate Base Rate in an aggregate principal amount at any time outstanding (in the case of this clause (ii)) not to exceed such Swingline Lender’s Swingline Commitment; provided, that will not result in after giving effect to each Swingline Loan, (xA) the Total Facility Exposure shall not exceed the Total Commitment then in effect and (B) such Swingline Lender’s Outstanding Revolving Extensions of Credit shall not exceed its Commitment. The aggregate outstanding principal amount of outstanding the Quoted Swingline Loans exceeding of any Swingline Lender, when added to the Swingline Commitment, (y) aggregate outstanding principal amount of the outstanding ABR Swingline Loans of such Swingline Lender exceeding Lender, may exceed such Swingline Lender’s Swingline Commitment; provided, that in no event shall the aggregate outstanding principal amount of the Swingline Loans exceed the aggregate Swingline Commitments then in effect. Each Quoted Swingline Loan shall be made only by the Swingline Lender furnishing the relevant Quoted Swingline Rate. Each ABR Swingline Loan shall be made by the Swingline Lenders ratably in accordance with their respective Swingline Percentages. The Swingline Loans shall be made in a minimum aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof (z) or an aggregate principal amount equal to the Revolving Facility Credit Exposure exceeding remaining balance of the total Revolving Facility available Swingline Commitments; provided that no ). Each Swingline Lender shall be required to make a the portion of each Swingline Loan to refinance an outstanding be made by it available to any Swingline Borrowing. Within the foregoing limits and subject Borrower by means of a credit to the terms and conditions set forth hereingeneral deposit account of such Swingline Borrower with the Administrative Agent or, with notice to the Administrative Agent, a wire transfer, at the expense of such Swingline Borrower, to an account designated in writing by such Swingline Borrower, in each case by 3:30 p.m., New York City time, on the date such Swingline Loan is requested to be made pursuant to paragraph (b) below, in immediately available funds. Each Swingline Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans on or after the Effective Date and prior to the Revolving Credit Maturity Date (or such earlier date on which the Commitments shall be ABR Loans under this Agreementterminate in accordance herewith) on the terms and subject to the conditions and limitations set forth herein.
(b) To request a The relevant Swingline Borrowing, the Borrower shall notify give the Swingline Lenders Administrative Agent telephonic, written or telecopy notice substantially in the form of Exhibit B‑5 (in the case of telephonic notice, such request by telephone (notice shall be promptly confirmed by a Swingline Borrowing Request by telecopy) not no later than 11:00 a.m.2:30 p.m., New York City time (or, in the case of a proposed Quoted Swingline Loan, 12:00 noon, New York City time), on the day of the a proposed Swingline BorrowingLoan. Each such Such notice and Swingline Borrowing Request shall be delivered on a Business Day, shall be irrevocable (subject, in the case of Quoted Swingline Loans, to receipt by the relevant Swingline Borrower of Quoted Swingline Rates acceptable to it) and shall refer to this Agreement and shall specify (i) the requested date (which shall be a Business Day), (ii) the and amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan. The Administrative Agent shall promptly advise the Swingline Lenders of any notice received from any Swingline Borrower pursuant to this paragraph (b). In the event that a Swingline Borrower accepts a Quoted Swingline Rate in respect of a proposed Quoted Swingline Loan, and it shall notify the Administrative Agent (ivwhich shall in turn notify the relevant Swingline Lender) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 such acceptance no later than 2:30 p.m., New York City time, to on the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)relevant borrowing date.
(c) In the event that any ABR Swingline Loan shall be outstanding for more than five Business Days, the Administrative Agent shall, on behalf of the relevant Swingline Borrower (which hereby irrevocably directs and authorizes the Administrative Agent to act on its behalf), request each Lender, including the Swingline Lenders, to make an ABR Revolving Credit Loan in an amount equal to such Lender’s Revolving Credit Percentage of the principal amount of such ABR Swingline Loan. Unless an event described in Article VI, paragraph (f) or (g), has occurred and is continuing, each Lender will make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the account of the Swingline Lenders at the office of the Administrative Agent prior to 12:00 noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the ABR Swingline Loans.
(d) A Swingline Lender that has made an ABR Swingline Loan to a Borrower may at any time and for any reason, so long as Revolving Credit Loans have not been made pursuant to Section 2.6(c) to repay such ABR Swingline Loan as required by said Section, by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., 12:00 noon New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding such unrefunded ABR Swingline Loans (the “Unrefunded Swingline Loans”), and each Lender severally, unconditionally and irrevocably agrees that it shall purchase an undivided participating interest in such ABR Swingline Loan in an amount equal to the amount of the Revolving Credit Loan which otherwise would have been made by itsuch Lender pursuant to Section 2.6(c), which purchase shall be funded by the time such Revolving Credit Loan would have been required to be made pursuant to Section 2.6(c). Such notice In the event that the Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (d), each Lender shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay immediately transfer to the Administrative Agent Agent, for the account of the applicable such Swingline Lender, in immediately available funds, the amount of its participation. Any Lender holding a participation in an Unrefunded Swingline Loan may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the relevant Swingline Borrower to such Revolving Facility Lender by reason thereof as fully as if such Lender had made a Loan directly to such Swingline Borrower in the amount of such participation.
(e) Whenever, at any time after any Swingline Lender has received from any Lender such Lender’s Revolving Facility Percentage of participating interest in an ABR Swingline Loan, such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges receives any payment on account thereof, such Swingline Lender will promptly distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and agrees funded); provided, however, that its respective in the event that such payment received by such Swingline Lender is required to be returned, such Lender will return to such Swingline Lender any portion thereof previously distributed by such Swingline Lender to it.
(f) Notwithstanding anything to the contrary in this Agreement, each Lender’s obligation to acquire participations make the Revolving Credit Loans referred to in Swingline Loans Section 2.6(c) and to purchase and fund participating interests pursuant to this paragraph is Section 2.6(d) shall be absolute and unconditional and shall not be affected by any circumstance circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender or any Swingline Borrower may have against any Swingline Lender, any Swingline Borrower or any other Person for any reason whatsoever, including ; (ii) the occurrence and or continuance of a Default or reduction an Event of Default (other than an Event of Default described in Article VI, paragraph (f) or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds(g), in the same manner as provided case of each Lender’s obligation to make Revolving Credit Loans pursuant to Section 2.6(c)) or the failure to satisfy any of the conditions specified in Section 2.06 with respect Article IV; (iii) any adverse change in the condition (financial or otherwise) of CBS or any of its Subsidiaries; (iv) any breach of this Agreement by any Borrower or any Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to Loans made by such Revolving Facility Lender any of the foregoing.
(and Section 2.06 shall apply, mutatis mutandis, g) Upon written or telecopy notice to the payment obligations Swingline Lenders and to the Administrative Agent, CBS may at any time terminate, from time to time in part reduce, or from time to time (with the approval of the relevant Swingline Lender) increase, the Swingline Commitment of any Swingline Lender. At any time when there shall be fewer than ten Swingline Lenders), CBS may appoint from among the Lenders a new Swingline Lender, subject to the prior consent of such new Swingline Lender and prior notice to the Administrative Agent Agent, so long as at no time shall promptly pay there be more than ten Swingline Lenders. Notwithstanding anything to the applicable contrary in this Agreement, (i) if any ABR Swingline Lender Loans shall be outstanding at the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower time of any participations termination, reduction, increase or appointment pursuant to the preceding two sentences, the Swingline Borrowers shall on the date thereof prepay or borrow ABR Swingline Loans to the extent necessary to ensure that at all times the outstanding ABR Swingline Loans held by the Swingline Lenders shall be pro rata according to the respective Swingline Commitments of the Swingline Lenders and (ii) in no event may the aggregate Swingline Commitments exceed $200,000,000. On the date of any termination or reduction of the Swingline Loan acquired Commitments pursuant to this paragraph (cg), and thereafter payments by the Borrower Swingline Borrowers shall pay or prepay so much of the Swingline Loans as shall be necessary in respect order that, after giving effect to such termination or reduction, (i) the aggregate outstanding principal amount of the ABR Swingline Loans of any Swingline Lender will not exceed the Swingline Commitment of such Swingline Lender and (ii) the aggregate outstanding principal amount of all Swingline Loans will not exceed the aggregate Swingline Commitments.
(h) Each Swingline Borrower may prepay any Swingline Loan in whole or in part at any time without premium or penalty; provided, that such Swingline Borrower shall be made to have given the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower written or telecopy notice (or any other party telephone notice promptly confirmed in writing or by telecopy) of such prepayment not later than 10:30 a.m., New York City time, on behalf of the Borrower) in respect of a Swingline Loan after receipt Business Day designated by such Swingline Lender of the proceeds of a sale of participations therein Borrower for such prepayment; and provided, further, that each partial payment shall be remitted promptly in an amount that is an integral multiple of $1,000,000. Each notice of prepayment under this paragraph (h) shall specify the prepayment date and the principal amount of each Swingline Loan (or portion thereof) to be prepaid, shall be irrevocable and shall commit such Swingline Borrower to prepay such Swingline Loan (or portion thereof) in the amount stated therein on the date stated therein. All prepayments under this paragraph (h) shall be accompanied by accrued interest on the principal amount being prepaid to the Administrative Agent; any such amounts received by the Administrative Agent date of payment. Each payment of principal of or interest on ABR Swingline Loans shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lenderallocated, as between the Swingline Lenders, pro rata in accordance with their interests may appear; provided that any such payment so remitted shall be repaid to such respective Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofPercentages.
Appears in 1 contract
Sources: Credit Agreement (CBS Corp)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, (i) each Swingline Dollar Lender agrees to make Swingline Dollar Loans to the U.S. Borrower from time to time during the Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding that will not result in (x) the aggregate principal amount of outstanding Swingline Dollar Loans made by such Swingline Dollar Lender exceeding the such Swingline Commitment, Dollar Lender’s Swingline Dollar Commitment or (y) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the U.S. Revolving Facility Credit Exposure exceeding the total U.S. Revolving Facility CommitmentsCommitments (less the unused U.S. Revolving Facility Commitments of any Defaulting U.S. Revolving Facility Lender at such time) and (ii) each Swingline Foreign Currency Lender agrees to make Swingline Foreign Currency Loans to the U.S. Borrower or the Foreign Subsidiary Borrowers from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (x) the Dollar Equivalent of the aggregate principal amount of outstanding Swingline Foreign Currency Loans made by such Swingline Foreign Currency Lender exceeding such Swingline Foreign Currency Lender’s Swingline Foreign Currency Commitment or (y) the sum of the Global Revolving Facility Credit Exposure and the total Ancillary Commitments exceeding the total Global Revolving Facility Commitments (less any amounts of Available Unused Commitments in respect of any Defaulting Global Revolving Facility Lenders at such time); provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Dollar Borrowing or Swingline Foreign Currency Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(b) To request a Swingline Dollar Borrowing or Swingline Foreign Currency Borrowing, the applicable Borrower shall notify the Swingline Lenders Applicable Agent of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy), in the case of a Swingline Dollar Borrowing and by telecopy, in the case of a Swingline Foreign Currency Borrowing, not later than (i) 1:00 p.m., Local Time, on the day of a proposed Swingline Dollar Borrowing, (ii) not later than 11:00 10:00 a.m., New York City time Local Time, on the day of the a proposed Swingline BorrowingForeign Currency Borrowing denominated in Euros or Sterling, (iii) not later than 10:00 a.m., Local Time, one Business Day prior to the date of a proposed Swingline Foreign Currency Borrowing denominated in Yen and (iv) 10:00 a.m., Local Time, on the day of a proposed Swingline Foreign Currency Borrowing denominated in Canadian dollars. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (iA) in the case of a Swingline Foreign Currency Borrowing, the Borrower requesting such Borrowing, (B) the requested date (which shall be a Business Day), (iiC) in the case of a Swingline Foreign Currency Borrowing, the Foreign Currency in which such Swingline Foreign Currency Borrowing is to be denominated, (D) the amount of the requested Swingline Dollar Borrowing (expressed in Dollars) or Swingline Foreign Currency Borrowing (expressed in the applicable Foreign Currency), as applicable, and (E) in the case of a Swingline Foreign Currency Borrowing, the Interest Period to be applicable thereto, which shall be a period contemplated by clause (iiib) of the definition of the term “Interest Period”. The Applicable Agent shall promptly advise each Swingline Dollar Lender (in the case of a notice relating to a Swingline Dollar Borrowing) or each Swingline Foreign Currency Lender (in the case of a notice relating to a Swingline Foreign Currency Borrowing) of any such notice received from a Borrower and the amount of such Swingline Loan, and (iv) the location and number Lender’s Swingline Loan to be made as part of the Borrower’s account to which funds are to be disbursedrequested Swingline Dollar Borrowing or Swingline Foreign Currency Borrowing, as applicable. Each Swingline Dollar Lender shall make each Swingline Dollar Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City timeLocal Time, to the account of the Applicable Agent most recently designated by it for such purpose by notice to the Swingline Dollar Lenders. The Applicable Agent will make such Swingline Dollar Loans available to the U.S. Borrower by promptly crediting the amounts so received, in like funds, to the general deposit account of the U.S. Borrower with the Applicable Agent (or, in the case of a Swingline Dollar Borrowing made to finance the reimbursement of a Revolving an L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank). Each Swingline Foreign Currency Lender shall make each Swingline Foreign Currency Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., Local Time, to the account of the Applicable Agent most recently designated by it for such purpose by notice to the Swingline Foreign Currency Lenders. The Applicable Agent will make such Swingline Foreign Currency Loans available to the applicable Foreign Subsidiary Borrower by (x) promptly crediting the amounts so received, in like funds, to the general deposit account with the Applicable Agent of the applicable Foreign Subsidiary Borrower most recently designated to the Applicable Agent or (y) by wire transfer of the amounts received in immediately available funds to the general deposit account of the applicable Foreign Subsidiary Borrower most recently designated to the Applicable Agent.
(c) A Swingline Lender may by written notice given to the Administrative Applicable Agent (and to the other Swingline Dollar Lenders or Swingline Foreign Currency Lenders, as applicable) not later than 10:00 a.m., New York City time Local Time, on any Business DayDay require (i) in the case of a Swingline Dollar Lender, require the U.S. Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Dollar Loans made by it or (ii) in the case of a Swingline Foreign Currency Lender, the Global Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Foreign Currency Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the U.S. Revolving Facility Lenders or Global Revolving Facility Lenders, as applicable, will participate. Promptly upon receipt of such notice, the Administrative Applicable Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Swingline Dollar Funding Percentage or such Lender’s Swingline Foreign Currency Funding Percentage of such Swingline Loan or Loans. Each U.S. Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Applicable Agent, for the account of the applicable Swingline Dollar Lender, such U.S. Revolving Facility Lender’s Revolving Facility Swingline Dollar Funding Percentage of such Swingline Dollar Loan or Loans. Each Global Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Applicable Agent, for the account of the applicable Swingline Foreign Currency Lender, such Global Revolving Facility Lender’s Swingline Foreign Currency Funding Percentage of such Swingline Foreign Currency Loan or Loans. Each Global Revolving Facility Lender and each U.S. Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Foreign Currency Loans and Swingline Dollar Loans, as applicable, pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Credit Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Credit Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Applicable Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Credit Lenders. The Administrative Applicable Agent shall notify the applicable Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Applicable Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the applicable Borrower (or any other party on behalf of the such Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Applicable Agent; any such amounts received by the Administrative Applicable Agent shall be promptly remitted promptly by the Administrative Applicable Agent to the Revolving Facility Credit Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Applicable Agent, as applicable, if and to the extent such payment is required to be refunded to the applicable Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the applicable Borrower of any default in the payment thereof.
Appears in 1 contract
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each Swingline Lender agrees to make Swingline Loans to any of the Borrower Borrowers from time to time during the Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding that will not result in (x) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment, Commitment or (y) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Interest on Swingline Loans denominated in Foreign Currency will be calculated based on the overnight EURIBO Rate. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(b) To request a Swingline Borrowing, the applicable Borrower shall notify the Administrative Agent and the Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) (x) in the case of a Swingline Borrowing denominated in Euros or Sterling, not later than 11:00 a.m., New York City time Local Time, one (1) Business Day before the date of the proposed Swingline Borrowing or (y) in the case of a Swingline Borrowing denominated in Dollars, not later than 11:00 a.m., Local Time on the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the amount of the requested Swingline BorrowingBorrowing (expressed in Dollars), (iii) in the case of a Swingline Borrowing denominated in Euros or Sterling, the currency requested, (iv) the term of such Swingline LoanLoan (which, in the case of a Swingline Borrowing denominated in Euros or Sterling, shall not be more than 7 Business Days) and (ivv) the location and number of the Borrower’s 's account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City timeLocal Time, to the account of the applicable Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving an L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).
(c) A Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time Local Time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s 's Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s 's Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the applicable Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the applicable Borrower (or any other party on behalf of the such Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the applicable Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower Borrowers of any default in the payment thereof.
Appears in 1 contract
Swingline Loans. (a) Subject The Swingline Lender agrees, on and subject to the terms and conditions set forth hereinof this Agreement, each Swingline Lender agrees to make loans (“Swingline Loans Loans”) to the Borrower from time to time on any Business Day during the Availability Period in U.S. Dollars, period from and including the Closing Date to but excluding the Swingline Termination Date in an aggregate principal amount at any time outstanding that will up to but not result in (x) exceeding the Swingline Loan Commitment at such time less the aggregate principal amount balance of outstanding all Swingline Loans exceeding outstanding at such time; provided, that the Swingline Commitment, (y) the outstanding aggregate principal balance of all Swingline Loans of then outstanding (or which would be outstanding if such Swingline Lender exceeding Loan were to be made) plus the aggregate principal balance of all Revolving Credit Loans then outstanding plus the aggregate LC Exposure of all Banks at such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding time does not exceed the total Revolving Facility Commitments; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingCommitments of all Banks at such time. Within the foregoing limits and subject Subject to the terms and conditions set forth hereinof this Agreement, during such period the Borrower may borrow, prepay repay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(b) To request a If the Borrower does not repay any Swingline BorrowingLoans in accordance with the terms of this Agreement, the Borrower Swingline Note or any of the other Credit Documents, then the Banks shall notify reimburse the Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m., New York City time Lender on demand for the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the unpaid amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loans. Such reimbursements shall be made by the Banks in accordance with their respective Pro-Rata Shares and shall thereafter be reflected as Revolving Credit Loans of the Banks on the books and records of the Administrative Agent. Each Bank shall fund its respective Pro-Rata Share of Revolving Credit Loans as required to repay Swingline Loans outstanding to the Swingline Lender upon demand by the Swingline Lender but in no event later than 2:00 p.m., Central Time, on the next succeeding Business Day after such demand is made. No Bank’s obligation to fund its Pro-Rata Share of a Swingline Loan shall be affected by any other Bank’s failure to fund its Pro- Rata Share of a Swingline Loan. Similarly, and (iv) the location and number of the Borrower’s account obligation to which funds are repay Swingline Loans shall not be affected by any Bank’s failure to be disbursed. Each reimburse the Swingline Lender shall make each Swingline Loan pursuant to be made by it hereunder in accordance with this Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)2.2.
(c) A If any portion of any principal payment made by the Borrower to the Swingline Lender may on account of any Swingline Loan shall be recovered by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time or on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion behalf of the outstanding Borrower from the Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans Lender in which the Revolving Facility Lenders will participate. Promptly upon receipt of such noticebankruptcy or otherwise, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account loss of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage amount so recovered shall be ratably shared among all of such Swingline Loan or Loans. the Banks in accordance with their respective Pro-Rata Shares.
(d) Each Revolving Facility Lender Bank acknowledges and agrees that its respective obligation to acquire participations in refund Swingline Loans pursuant to in accordance with the terms of this paragraph Section 2.2 is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, the occurrence and continuance existence of a Default or reduction or termination an Event of Default. Further, each Bank agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section 2.2, one of the Commitmentsevents described in Sections 7(h), and that (i) or (j) shall have occurred, each Bank will, on the date the applicable Revolving Credit Loan would have been made, purchase an undivided participating interest in the Swingline Loan to be refunded in an amount equal to its Pro-Rata Share of the aggregate amount of such payment shall be made without any offset, abatement, withholding or reduction whatsoeverSwingline Loan. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire Bank will immediately transfer of to the Swingline Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swingline Lender will deliver to such Bank a certificate evidencing such participation dated the date of receipt of such funds and for such amount. Whenever, at any time after the Swingline Lender has received from any Bank such Bank’s participating interest in a Swingline Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Bank its participating interest in such amount (appropriately adjusted, in the same manner as provided case of interest payments, to reflect the period of time during which such Bank’s participating interest was outstanding and funded).
(e) The parties acknowledge that the Swingline Loan facility referred to in this Section 2.2 is a subfacility of the Revolving Credit Loan facility referred to in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply2.1 above and, mutatis mutandisaccordingly, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments its use by the Borrower in respect shall act to reduce, on a dollar-for-dollar basis, the amount of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded credit otherwise available to the Borrower for any reason. The purchase of participations in a Swingline under such Revolving Credit Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereoffacility.
Appears in 1 contract
Sources: Credit Agreement (Cerner Corp /Mo/)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each Swingline Lender agrees to make (i) in the case of JPMorgan, (A) Tranche One Swingline Loans and Tranche Two Swingline Loans to any UK Borrowing Subsidiary or Irish Borrowing Subsidiary denominated in Sterling or (B) Tranche One Swingline Loans and Tranche Two Swingline Loans to any Borrower that is not a US Borrowing Subsidiary denominated in Euro, and (ii) in the Borrower case of any other Swingline Lender, such Swingline Loans as it shall agree to make pursuant to its Swingline Agreement, in each case from time to time during the Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding that will not result in (1) the aggregate outstanding principal amount of the Swingline Loans denominated in Sterling exceeding £10,000,000, (2) the aggregate outstanding principal amount of the Swingline Loans denominated in Euro exceeding €10,000,000, (3) the Aggregate Tranche One Revolving Credit Exposure exceeding the aggregate Tranche One Commitments, (4) the Tranche One Revolving Credit Exposure of any Lender (including a Swingline Lender) exceeding its Tranche One Commitment, (5) the Aggregate Tranche Two Revolving Credit Exposure exceeding the aggregate Tranche Two Commitments, (6) the Tranche Two Revolving Credit Exposure of any Lender (including a Swingline Lender) exceeding its Tranche Two Commitment or (7) in the event the Maturity Date shall have been extended as provided in Section 2.23, (x) the aggregate principal amount sum of outstanding the Tranche One LC Exposure attributable to Letters of Credit expiring after any Existing Maturity Date and the Tranche One Swingline Exposure attributable to Tranche One Swingline Loans maturing after such Existing Maturity Date exceeding the aggregate Tranche One Commitments that shall have been extended to a date after the latest expiration date of such Letters of Credit and the latest maturity date of such Swingline Commitment, Loans and (y) the outstanding sum of the Tranche Two LC Exposure attributable to Letters of Credit expiring after any Existing Maturity Date and the Tranche Two Swingline Exposure attributable to Tranche Two Swingline Loans maturing after such Existing Maturity Date exceeding the aggregate Tranche Two Commitments that shall have been extended to a date after the latest expiration date of such Letters of Credit and the latest maturity date of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding the total Revolving Facility CommitmentsLoans; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Company and the Borrowing Subsidiaries may borrow, prepay and reborrow Swingline Loans. All The failure of any Swingline Lender to make any Swingline Loan required to be made by it shall not relieve any other Swingline Lender of its obligations hereunder; provided that the obligations of the Swingline Lenders to make Swingline Loans are several and not joint and no Swingline Lender shall be ABR responsible for any other Swingline Lender’s failure to make Swingline Loans under this Agreementas required.
(b) To request a Swingline Borrowing, the applicable Borrower (or the Company on its behalf) shall notify submit to the Swingline Lenders of such request Administrative Agent, by telephone fax or email (confirmed in .pdf or .tif format), a written notice signed by a Swingline Borrowing Request by telecopy) Financial Officer of the applicable Borrower (or, if applicable, of the Company), not later than 11:00 a.m.1:00 p.m., New York City time Local Time, on the day of the such proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the and amount of the requested Swingline Borrowing, (iii) the term of Borrowing and whether such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are Borrowing is to be disburseda Tranche One Swingline Borrowing or a Tranche Two Swingline Borrowing. Each The applicable Swingline Lender shall make each its Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account applicable Borrower by means of a credit to the Borrower Applicable Funding Account (or, in the case of a Swingline Borrowing specified in the notice therefor to be made to finance the reimbursement of a Revolving L/C an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)Bank identified in such notice) by 3:00 p.m., Local Time, on the requested date of such Swingline Borrowing.
(c) A Any Swingline Lender may may, by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m.12:00 noon, New York City time time, on any Business Day, require (i) the Revolving Facility Tranche One Lenders to acquire participations on such Business Day in all or a portion of the outstanding Tranche One Swingline Loans made by itof such Swingline Lender outstanding and (ii) the Tranche Two Lenders to acquire participations on such Business Day in all or a portion of the Tranche Two Swingline Loans of such Swingline Lender outstanding. Such notice shall specify the aggregate amount amounts and currencies of such Swingline Loans in which the Revolving Facility Tranche One Lenders or the Tranche Two Lenders, as applicable, will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Tranche One Lender or Tranche Two Lender, as the case may be, specifying in such notice such Lender’s Revolving Facility Tranche One Percentage or Tranche Two Percentage, as applicable, of such Swingline Loan or Loans and the currencies of such Swingline Loan or Loans. Each Revolving Facility Tranche One Lender or Tranche Two Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable such Swingline Lender, such Revolving Facility Lender’s Revolving Facility Tranche One Percentage or Tranche Two Percentage, as applicable, of such Swingline Loan or Loans. Each Revolving Facility Tranche One Lender and Tranche Two Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Tranche One Commitments or the Tranche Two Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender further acknowledges and agrees that, in making any Swingline Loan, the applicable Swingline Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the applicable Borrower deemed made pursuant to Section 4.01. Each Tranche One Lender and Tranche Two Lender shall comply with its obligation obligations under this paragraph by wire transfer of immediately available fundsfunds promptly (and in any event by the next Business Day or, in the case of a payment obligation in any currency other than US Dollars, within three Business Days), in the same manner as provided in Section 2.06 2.07 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 2.07 shall apply, mutatis mutandis, to the payment obligations of the LendersTranche One Lenders and Tranche Two Lenders pursuant to this paragraph), and the Administrative Agent shall promptly pay to the applicable Swingline Lender or Swingline Lenders the amounts so received by it from the Revolving Facility Tranche One Lenders or the Tranche Two Lenders, as applicable. The Administrative Agent shall notify the Borrower Company of any participations in any Swingline Loan Loans acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan Loans shall be made to the Administrative Agent and not to the applicable Swingline LenderLender or Swingline Lenders. Any amounts received by a Swingline Lender from the Borrower (or any other party on behalf of the Borrower) applicable Borrower in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Tranche One Lenders or the Tranche Two Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicablethe case may be, if and to the extent such payment is required to be refunded to the Borrower a Loan Party for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the any Borrower of any default in the payment thereof.
Appears in 1 contract
Swingline Loans. (ai) Subject to to, and upon the terms and conditions set forth contained herein, each Swingline Lender agrees to may, in its sole discretion, make Swingline Loans in U.S. Dollars by way of U.S. Base Rate Loans to the Borrower from time to time during from the Availability Period in U.S. DollarsClosing Date to, in an aggregate principal but not including, the Maturity Date; provided, that (i) after giving effect to any amount at any time outstanding that will requested, the Revolving Loan Outstandings shall not result in exceed the Revolving Loan Commitment and (xii) the aggregate principal amount of all outstanding Swingline Loans exceeding (after giving effect to any amount requested) shall not exceed the Swingline Commitment. Notwithstanding any provision herein to the contrary, (y) Swingline Lender and Borrower may agree that the outstanding Swingline Facility may be used to automatically draw and repay Swingline Loans of such (subject to the limitations set forth herein) pursuant to cash management arrangements between Borrower and Swingline Lender exceeding such (the “Sweep Arrangement”). Principal and interest on Swingline Lender’s Swingline Commitments or (z) Loans deemed requested pursuant to the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender Sweep Arrangement shall be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject paid pursuant to the terms and conditions agreed to between Borrower and Swingline Lender (without any deduction, setoff or counterclaim whatsoever). The borrowing and disbursement provisions set forth in Section 3.1(h) and any other provision hereof with respect to the timing or amount of payments on the Swingline Loans (other than the requirement that the Swingline Loans be repaid in full on the Maturity Date set forth herein) shall not be applicable to Swingline Loans made and prepaid pursuant to the Sweep Arrangement. Unless sooner paid pursuant to the provisions hereof or the provisions of the Sweep Arrangement, on the Maturity Date, the Borrower may borrow, prepay and reborrow Swingline Loans. All outstanding balance of the Swingline Loans (including principal, accrued and unpaid interest and other amounts due and payable with respect thereto) shall be ABR due and be payable and the Swingline Commitment shall terminate. Swingline Loans may be made automatically through the Credit Sweep Option under this AgreementSwingline Lender’s Stagecoach Sweep® Service subject to the additional terms and conditions set forth in Swingline Lender’s standard documentation for such service as agreed to by Borrower.
(bii) To request a Swingline BorrowingLender, the at any time and from time to time in its sole and absolute discretion may, on behalf of Borrower shall notify the Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m., New York City time on the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Dayhereby irrevocably directs Swingline Lender to act on its behalf), (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).
(c) A Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not no later than 10:00 a.m., New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.than
Appears in 1 contract
Sources: Credit Agreement (Imax Corp)
Swingline Loans. (ai) Subject to The Swingline Lender (other than the MXN Swingline Lender and the French Swingline Lender) agrees, on the terms and subject to the conditions set forth herein, each Swingline Lender agrees to make Swingline Loans a portion of the Revolving A Commitment available to the Parent Borrower from time to time during prior to the Availability Period Swingline Maturity Date by making Swingline Loans denominated in U.S. Dollars, Sterling or Euros to the Parent Borrower, in each case in an aggregate principal amount at any time outstanding that will not result in (xi) the aggregate principal amount of outstanding the Swingline Loans made by the Swingline Lender outstanding at any one time exceeding the Swingline Commitment, (yii) with regard to each Revolving A Lender individually (other than the outstanding Swingline Loans of such Swingline Lender exceeding in its capacity as such), such Swingline Revolving Credit Lender’s Swingline Commitments or (z) the Revolving Facility A Credit Exposure exceeding such Revolving Credit Lender’s Revolving A Commitment, or (iii) with regard to the total Revolving Facility Commitments; A Lenders collectively, the Aggregate Revolving A Credit Exposure plus the outstanding principal amount of all French Swingline Loans and MXN Swingline Loans exceeding the Aggregate Revolving A Commitment, provided that no the Swingline Lender shall not be required obligated at any time to make any Swingline Loan if any Revolving A Lender is at that time a Defaulting Lender and after giving effect to any reallocation of the Participation Interest of such Defaulting Lender pursuant to Section 4.11(a)(iv), the Swingline Lender has any actual or potential Fronting Exposure with respect to such Defaulting Lender arising from the Swingline Loan proposed to be made, 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 Parent Borrower or such Defaulting Lender to eliminate such Fronting Exposure. Swingline Loans may be repaid and reborrowed in accordance with the provisions hereof prior to the Swingline Maturity Date. The proceeds of any Swingline Loan may be used, in whole or in part, to refund any prior Swingline Loan.
(ii) The Parent Borrower (for itself or on behalf of any other Revolving A Borrower) shall request a Swingline Loan to refinance an outstanding (other than a MXN Swingline Borrowing. Within Loan or a French Swingline Loan) by irrevocable written notice (or telephone notice promptly confirmed in writing) substantially in the foregoing limits and subject form of Exhibit A–2 hereto (a “Swingline Loan Request”) to the terms Swingline Lender and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
Administrative Agent (b) To request a Swingline Borrowing, the Borrower shall notify the Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopyi) not later than 11:00 a.m.3:00 p.m. Charlotte, New York City North Carolina time on the day date of funding a Swingline Loan denominated in Dollars in the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (United States which shall be a Business Day, (ii) not later than 5:00 p.m. Charlotte, North Carolina time on the Business Day prior to the date of funding a Swingline Loan denominated in Dollars outside of the United States which shall be a Business Day and (iii) not later than 11:00 a.m. 93782947_8 Charlotte, North Carolina time on the Business Day prior to the date requested to borrow a Swingline Loan denominated in Sterling or Euros. Each Swingline Loan (other than a MXN Swingline Loan or a French Swingline Loan) shall be made as a LIBOR Market Index Rate Loan and, in each case, subject to Section 2.6(a)(iii), shall have such maturity date as agreed to by the Swingline Lender and the Parent Borrower.
(iii) The outstanding principal amount of each Swingline Loan shall be due and payable on the earliest of (i) the maturity date agreed to by the applicable Swingline Lender and the Parent Borrower with respect to such Swingline Loan, which shall not be longer than 30 days after the date of borrowing, (ii) the amount of the requested Swingline BorrowingMaturity Date, (iii) the term occurrence of such Swingline Loana Bankruptcy Event with respect to the Parent Borrower, any Guarantor or any Foreign Subsidiary Borrower with Obligations then outstanding under this Agreement and (iv) the location and number acceleration of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).
(c) A Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired Aggregate Commitment pursuant to this paragraph (cSection 11.2(a), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
Appears in 1 contract
Sources: Credit Agreement (Brinks Co)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make Swingline Loans loans denominated in dollars to the Borrower (each such loan, a “Swingline Loan”) from time to time during the Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding that will not result in (xi) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment$250,000,000, (yii) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Total Revolving Facility Credit Exposure exceeding the total Aggregate Commitments or (iii) the Revolving Facility CommitmentsCredit Exposure of any Lender exceeding its Commitment; provided that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(b) To request a Swingline BorrowingLoan, the Borrower shall notify the Swingline Lenders of such request by telephone (confirmed submit a Borrowing Request, signed by a Swingline Borrowing Request by telecopy) Responsible Officer of the Borrower, to the Administrative Agent not later than 11:00 a.m.2:00 p.m., New York City time time, on the day of the proposed Swingline BorrowingLoan. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the amount of the requested Swingline BorrowingLoan and, (iii) in the term case of such a Swingline LoanLoan requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), and (iv) the location and number identity of the Issuing Bank that has made such LC Disbursement. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower’s account to which funds are to be disbursed. Each The Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the Borrower by means of a credit to the general deposit account of the Borrower with the Swingline Lender (or, in the case of a Swingline Borrowing Loan made to finance the reimbursement of a Revolving L/C an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.
(c) A The Swingline Lender may may, by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m.12:00 noon, New York City time time, on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itoutstanding. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will be required to participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agreesagrees to pay, promptly upon receipt of notice as provided aboveabove (and in any event, to pay if such notice is received by 12:00 noon, New York City time, on a Business Day, no later than 2:00 p.m., New York City time on such Business Day and if received after 12:00 noon, New York City time, on a Business Day, no later than 10:00 a.m., New York City time, on the immediately succeeding Business Day), to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender further acknowledges and agrees that, in making any Swingline Loan, the Swingline Lender shall be entitled to rely, and shall not incur any liability for relying, upon the representation and warranty of the Borrower deemed made pursuant to Section 4.02. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the LendersLenders pursuant to this paragraph), and the Administrative Agent shall promptly pay remit to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the Borrower (or any other party Person on behalf of the Borrower) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
Appears in 1 contract
Sources: Revolving Credit Agreement (Marathon Petroleum Corp)
Swingline Loans. (ai) Subject to the terms and conditions set forth of herein, each the Swingline Lender agrees to make loans (each such loan, a “Swingline Loans Loan”) to the Borrower in Dollars from time to time time, on any Business Day during the Availability Period in U.S. DollarsPeriod, in an aggregate principal amount not to exceed at any time outstanding that will not result in (x) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline CommitmentSublimit; provided, (y) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided however, that no Swingline Lender shall be required after giving effect to make a Swingline Loan to refinance an outstanding any Swingline Borrowing, the Total Outstanding Amount shall not exceed the Aggregate Commitments. Within the foregoing limits limits, and subject to the other terms and conditions set forth hereinhereof, the Borrower may borrowborrow under this Section 2.1(b), prepay under Section 2.3, and reborrow under this Section 2.1(b). Swingline Loans shall not be Base Rate Loans (except when subject to the Default Rate) or LIBOR Rate Loans. All .
(ii) Swingline Loans shall be ABR Loans under this Agreement.
(b) To request a Swingline Borrowing, refunded by the Borrower shall notify Lenders on demand by the Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m., New York City time on the day of the proposed Swingline BorrowingLender. Each such notice and Swingline Borrowing Request Such refundings shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder the Lenders in accordance with their respective Commitment Percentages and shall thereafter be reflected as Revolving Loans of the Lenders on the books and records of the Administrative Agent (which Revolving Loans shall initially be Base Rate Loans until converted in accordance with Section 2.02(a) 2.2). Each Lender shall fund its respective Commitment Percentage of Revolving Loans as required to repay Swingline Loans outstanding to the Swingline Lender upon demand by the Swingline Lender but in no event later than 1:00 p.m. on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, next succeeding Business Day after such demand is made. No Lender’s obligation to the account of the Borrower (or, in the case fund its respective Commitment Percentage of a Swingline Borrowing made Loan shall be affected by any other Lender’s failure to finance the reimbursement fund its Commitment Percentage of a Revolving L/C Disbursement Swingline Loan, nor shall any Lender’s Commitment Percentage be increased as provided in Section 2.05(e), by remittance a result of any such failure of any other Lender to the applicable Issuing Bank)fund its Commitment Percentage of a Swingline Loan.
(ciii) A The Borrower shall pay to the Swingline Lender may by written notice given to on demand the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans to the extent amounts received from the Lenders are not sufficient to repay in which full the Revolving Facility Lenders will participateoutstanding Swingline Loans requested or required to be refunded. Promptly upon receipt of such noticeIn addition, the Borrower hereby authorizes the Administrative Agent will give notice thereof to each such Lender, specifying charge any account maintained by the Borrower with the Swingline Lender (up to the amount available therein) in such notice such Lender’s Revolving Facility Percentage order to immediately pay the Swingline Lender the amount of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay Loans to the Administrative Agent for extent amounts received from the account of Lenders are not sufficient to repay in full the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in outstanding Swingline Loans pursuant requested or required to this paragraph is absolute and unconditional and shall not be affected by refunded. If any circumstance whatsoever, including portion of any such amount paid to the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment Swingline Lender shall be made without any offset, abatement, withholding recovered by or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or any other party on behalf of the Borrower) Borrower from the Swingline Lender in respect bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all the Lenders in accordance with their respective Commitment Percentages (unless the amounts so recovered by or on behalf of the Borrower pertain to a Swingline Loan extended after receipt by such Swingline Lender the occurrence and during the continuance of the proceeds an Event of a sale Default of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by which the Administrative Agent shall be remitted promptly by has received notice in the Administrative Agent to the Revolving Facility Lenders that shall have made their payments manner required pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.Section
Appears in 1 contract
Sources: Credit Agreement (Aptargroup Inc)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to (i) make Swingline Loans (“Company Swingline Loans”) in U.S. Dollars to the Company on behalf of the Domestic Tranche Lenders or the Global Tranche Lenders, (ii) make Swingline Loans (“Foreign Swingline Loans”) in U.S. Dollars, Sterling or Euro to the U.K. Borrower, the German Borrowers or the Dutch Borrower on behalf of the Global Tranche Lenders and (iii) make Swingline Loans (“Canadian Swingline Loans” and, together with the Company Swingline Loans and the Foreign Swingline Loans, the “Swingline Loans”) in Canadian Dollars or U.S. Dollars to the Canadian Borrower on behalf of the Global Tranche Lenders, in each case, from time to time during the Availability Period in U.S. Dollars, in an aggregate principal amount at so long as the making of any time outstanding that such Swingline Loan will not result in (xi) the U.S. Dollar Amount of the aggregate principal amount of outstanding Swingline Loans exceeding 20% of the Swingline Aggregate Commitment, (yii) the U.S. Dollar Amount of the aggregate principal amount of the sum of outstanding Company Swingline Loans plus outstanding Canadian Swingline Loans exceeding 10% of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments the Aggregate Commitment or (ziii) the failure to satisfy the Revolving Facility Credit Exposure exceeding the total Revolving Facility CommitmentsLimitations; provided that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(b) To request a Swingline BorrowingLoan, the Borrower Representative shall notify the Swingline Lenders Administrative Agent of such request (x) in the case of Company Swingline Loans or Canadian Swingline Loans, by telephone (confirmed by a Swingline Borrowing Request by telecopyfacsimile) or (y) in writing, in each case, not later than 11:00 a.m., New York City time Local Time, on the day of the a proposed Swingline BorrowingLoan. Each such notice and Swingline Borrowing Request (whether by telephone or written) shall be irrevocable and shall specify (i) the Borrower requesting such Swingline Loan, (ii) the requested date (which shall be a Business Day)) of such Swingline Loan, (iiiii) in the case of a Foreign Swingline Loan or a Canadian Swingline Loan, the requested currency of such Swingline Loan and (iv) the amount of the requested Swingline Borrowing, (iii) Loan. The Administrative Agent will promptly advise the term Swingline Lender of any such Swingline Loan, and (iv) notice received from the location and number of the Borrower’s account to which funds are to be disbursedBorrower Representative. Each The Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account Borrowers by means of a credit to the Borrower Funding Account(s) (or, in the case of a Swingline Borrowing Loan made to finance the reimbursement of a Revolving L/C an LC Disbursement as provided in Section 2.05(e2.06(e), by remittance to the applicable Issuing Bank, and in the case of repayment of another Loan or fees or expenses as provided by Section 2.18(c).
(c) A Swingline Lender may , by written notice given remittance to the Administrative Agent (and to be distributed to the other Swingline Lenders) by 2:00 p.m., Local Time, on the requested date of such Swingline Loan. Each Company Swingline Loan shall be an ABR Loan, each Foreign Swingline Loan shall be an Overnight LIBO Rate Loan and each Canadian Swingline Loan shall be a Canadian Base Rate Loan (if such Canadian Swingline Loan is denominated in Canadian Dollars) or ABR Loan (if such Canadian Swingline Loan is denominated in U.S. Dollars). In addition, the Company hereby authorizes the Swingline Lender to, and the Swingline Lender shall, subject to the terms and conditions set forth herein (but without any further written notice required), not later than 10:00 a.m.1:00 p.m., New York City time Chicago time, on each Business Day, make available to the Company by means of a credit to the Funding Account, the proceeds of a Company Swingline Loan to the extent necessary to pay items to be drawn on any Controlled Disbursement Account that Business Day; provided that, if on any Business Day there is insufficient borrowing capacity to permit the Swingline Lender to make available to the Company a Company Swingline Loan in the amount necessary to pay all items to be so drawn on any such Controlled Disbursement Account on such Business Day, require then the Revolving Facility Company shall be deemed to have requested an ABR Borrowing pursuant to Section 2.03 in the amount of such deficiency to be made on such Business Day.
(b) The Swingline Lender may at any time request settlement (a “Settlement”) by requiring the Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itit by written notice given to the Administrative Agent not later than 11:00 a.m., Local Time (i) on the date of such requested Settlement (the “Settlement Date”), in the case of Company Swingline Loans or Canadian Swingline Loans and (ii) three (3) Business Days prior to the Settlement Date, in the case of the Foreign Swingline Loans (or on the Settlement Date, if a Default or Event of Default has occurred and is continuing). Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Revolving Lender, specifying in such notice such Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 2.07 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower Representative of any participations in any Swingline Loan acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the any Borrower (or any other party on behalf of the such Borrower) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that that, any such payment so remitted shall be repaid to such the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the any Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the any Borrower of any default in the payment thereof.
Appears in 1 contract
Sources: Credit Agreement (Belden Inc.)
Swingline Loans. (a) Subject to the terms and conditions hereof, the Swingline Lender, in reliance on the agreements of the Revolving Lenders set forth hereinin this Section 2.4, each Swingline Lender agrees to make loans (each such loan, a “Swingline Loans Loan”) to the any Borrower from time to time on any Business Day during the Availability Period in U.S. Dollars, period from the Closing Date until the Swingline Maturity Date in an aggregate principal amount not to exceed at any time outstanding the amount of the Swingline Sublimit, notwithstanding the fact that will not result in such Swingline Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C Obligations of the Revolving Lender acting as Swingline Lender, may exceed the amount of such Lender’s Revolving Commitment; provided, that (x) after giving effect to any Swingline Loan, (i) the Aggregate Revolving Credit Exposure shall not exceed the aggregate principal amount Revolving Commitments, and (ii) the Revolving Credit Exposure of outstanding Swingline Loans exceeding the Swingline any Lender shall not exceed such Lender’s Revolving Commitment, (y) such Borrower shall not use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or Loan, and (z) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall not be required under any obligation to make a any Swingline Loan to refinance an outstanding if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by making such Swingline BorrowingLoan, may have, Fronting Exposure. Within the foregoing limits and subject to the terms and conditions set forth herein, the each Borrower may borrow, prepay and reborrow Swingline Loans. All Immediately upon the making of a Swingline Loans Loan, each Revolving Lender shall be ABR Loans under this Agreementdeemed 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 Applicable Percentage times the amount of such Swingline Loan.
(b) To request In order to make a Borrowing of a Swingline BorrowingLoan, the applicable Borrower shall notify will give the Administrative Agent (and the Swingline Lenders of such request by telephone (confirmed by a Lender, if the Swingline Borrowing Request by telecopyLender is not also the Administrative Agent) written notice not later than 11:00 a.m., New York City time 3:00 p.m. on the day of the proposed Swingline Borrowingrequested Borrowing Date, which shall be a Business Day. Each such notice and (each, a “Notice of Swingline Borrowing Request Borrowing”) shall be given in the form of Exhibit B-3, shall be irrevocable and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such Borrowing (which shall not be less than $100,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)) and (ii) the requested date (Borrowing Date, which shall be a Business Day). Not later than 4:00 p.m. on the requested Borrowing Date, (ii) the Swingline Lender will make available to the Administrative Agent in accordance with the Payment Instructions an amount, in Dollars and in immediately available funds, equal to the amount of the requested Swingline BorrowingLoan. To the extent the Swingline Lender has made such amount available to the Administrative Agent as provided hereinabove, (iii) the term of such Swingline Loan, and (iv) the location and number upon satisfaction of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender applicable conditions set forth in Section 4.2 (and, if such Borrowing is on the Closing Date, Section 4.1), the Administrative Agent shall make each Swingline Loan all funds so received available to be made the applicable Borrower in like funds as received by it hereunder in accordance with Section 2.02(a) on the proposed date thereof Administrative Agent by wire transfer of immediately available funds by 3:00 p.m., New York City time, crediting or wiring such proceeds to the account of the such Borrower (or, identified in the case of a Swingline Borrowing made most recent Account Designation Letter or as may be otherwise agreed upon by such Borrower and the Administrative Agent from time to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)time.
(c) A The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time a.m. on any Business Day, Day require the Revolving Facility Lenders to acquire fund their risk participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itoutstanding. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participatefund their risk participation. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Revolving Lender, specifying in such notice such Revolving Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay make available to the Administrative Agent in accordance with the Payment Instructions an amount, in Dollars and in immediately available funds, equal to its respective risk participation. To the extent the Revolving Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent. In the event any such Revolving Lender fails to make available to the Administrative Agent the amount of such Lender’s risk participation as provided in this Section 2.4(c), the Swingline Lender shall be entitled to recover from such Revolving Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Swingline Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by such Issuing Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such Issuing Lender in connection with the foregoing. Promptly following its receipt of any payment by or on behalf of any Borrower in respect of a Swingline Loan, the Swingline Lender will pay to each Lender that has funded a risk participation therein such Lender’s Applicable Percentage of such payment. Until each Lender funds its risk participation in any Swingline Loan pursuant to this Section 2.4(c), interest in respect of such Lender’s Applicable Percentage of such Swingline Loan shall be solely for the account of the applicable Swingline Lender.
(d) Notwithstanding any provision of this Agreement to the contrary, such the obligation of each Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that to fund its respective obligation to acquire participations risk participation in any unpaid Swingline Loans pursuant to this paragraph is Section 2.4(c) shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including the occurrence and continuance of a Default including, without limitation, (i) any setoff, counterclaim, recoupment, defense or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by other right which such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to may have against the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the , any Borrower (or any other party on behalf Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) the failure of any conditions set forth in Section 3.2 or elsewhere herein to be satisfied or (iv) any other occurrence, event or condition, whether or not similar to any of the Borrower) in respect foregoing. No such funding of a Swingline Loan after receipt by such Swingline Lender risk participations shall relieve or otherwise impair the obligation of the proceeds of a sale of participations therein shall be remitted promptly applicable Borrower to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such repay Swingline LenderLoans, together with interest as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofherein.
Appears in 1 contract
Swingline Loans. (a) Subject to Upon the terms and subject to the conditions set forth hereinof this Agreement, each the Swingline Lender agrees to Lender, in its sole discretion, may make loans (“Swingline Loans Loans”) to the Borrower from time to time on any Business Day during the Availability Period in U.S. Dollars, period from and including the Closing Date to but excluding the Swingline Termination Date in an aggregate principal amount at any time outstanding that will up to but not result in (x) exceeding the Swingline Loan Commitment at such time less the aggregate principal amount balance of outstanding all Swingline Loans exceeding outstanding at such time; provided, that the Swingline Commitment, (y) the outstanding aggregate principal balance of all Swingline Loans of then outstanding (or which would be outstanding if such Swingline Lender exceeding Loan were to be made) plus the aggregate principal balance of all Revolving Credit Loans then outstanding plus the aggregate LC Exposure of all Banks at such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding time does not exceed the total Revolving Facility CommitmentsCommitments of all Banks at such time; and provided further, that no the Swingline Lender shall be required have no obligation to make a Swingline Loan to refinance an outstanding if the Swingline BorrowingLender has received notice from the Borrower or any Bank that one or more of the conditions precedent set forth in this Agreement have not been satisfied. Within the foregoing limits and subject Subject to the terms and conditions set forth hereinof this Agreement, during such period the Borrower may borrow, prepay repay and reborrow re-borrow Swingline Loans. All Swingline Loans shall be ABR Loans under this AgreementBase Rate Loans.
(b) To request a If the Borrower does not repay any Swingline BorrowingLoans in accordance with the terms of this Agreement, the Borrower Swingline Note or any of the other Credit Documents, then the Banks shall notify reimburse the Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m., New York City time Lender on demand for the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the unpaid amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loans. Such reimbursements shall be made by the Banks in accordance with their respective Pro-Rata Shares and shall thereafter be reflected as Revolving Credit Loans of the Banks on the books and records of the Administrative Agent. Each Bank shall fund its respective Pro-Rata Share of Revolving Credit Loans as required to repay Swingline Loans outstanding to the Swingline Lender upon demand by the Swingline Lender but in no event later than 2:00 p.m., Central Time, on the next succeeding Business Day after such demand is made. No Bank’s obligation to fund its Pro-Rata Share of a Swingline Loan shall be affected by any other Bank’s failure to fund its Pro-Rata Share of a Swingline Loan. Similarly, and (iv) the location and number of the Borrower’s account obligation to which funds are repay Swingline Loans shall not be affected by any Bank’s failure to be disbursed. Each reimburse the Swingline Lender shall make each Swingline Loan pursuant to be made by it hereunder in accordance with this Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)2.2.
(c) A If any portion of any principal payment made by the Borrower to the Swingline Lender may on account of any Swingline Loan shall be recovered by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time or on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion behalf of the outstanding Borrower from the Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans Lender in which the Revolving Facility Lenders will participate. Promptly upon receipt of such noticebankruptcy or otherwise, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account loss of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage amount so recovered shall be ratably shared among all of such Swingline Loan or Loans. the Banks in accordance with their respective Pro-Rata Shares.
(d) Each Revolving Facility Lender Bank acknowledges and agrees that its respective obligation to acquire participations in reimburse Swingline Loans pursuant to in accordance with the terms of this paragraph Section 2.2 is absolute and unconditional and shall not be affected by any circumstance whatsoever, including including, without limitation, the occurrence and continuance existence of a Default or reduction or termination an Event of Default. Further, each Bank agrees and acknowledges that if prior to the reimbursing of any outstanding Swingline Loans pursuant to this Section 2.2, one of the Commitmentsevents described in Section 7.1(h), and that (i) or (j) shall have occurred, each Bank will, on the date the applicable Revolving Credit Loan would have been made, purchase, without warranty or recourse, an undivided participating interest in the Swingline Loan to be reimbursed in an amount equal to its Pro-Rata Share of the aggregate amount of such payment shall be made without any offset, abatement, withholding or reduction whatsoeverSwingline Loan. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire Bank will immediately transfer of to the Swingline Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swingline Lender will deliver to such Bank a certificate evidencing such participation dated the date of receipt of such funds and for such amount. Whenever, at any time after the Swingline Lender has received from any Bank such Bank’s participating interest in a Swingline Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Bank its participating interest in such amount (appropriately adjusted, in the same manner as provided case of interest payments, to reflect the period of time during which such Bank’s participating interest was outstanding and funded).
(e) The parties acknowledge that the Swingline Loan facility referred to in this Section 2.2 is a subfacility of the Revolving Credit Loan facility referred to in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply2.1 above and, mutatis mutandisaccordingly, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments its use by the Borrower in respect shall act to reduce, on a dollar-for-dollar basis, the amount of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded credit otherwise available to the Borrower for any reason. The purchase of participations in a Swingline under such Revolving Credit Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereoffacility.
Appears in 1 contract
Sources: Credit Agreement (Cerner Corp /Mo/)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make Swingline Loans to the Borrower Borrower, in Dollars, at any time and from time to time during on and after the Availability Period in U.S. DollarsClosing Date, in an aggregate principal amount at any time outstanding that will not result in (x) and until the aggregate principal amount earlier of outstanding Swingline Loans exceeding the Initial Revolving Credit Maturity Date and the termination of the Swingline Commitment, (y) Loan Commitment in accordance with the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitmentsterms hereof; provided that no Swingline Lender Loan may be advanced unless, after giving effect to any Borrowing of Swingline Loans, (i) the Swingline Exposure shall not exceed the Swingline Sublimit, (ii) the aggregate Revolving Credit Exposure shall not exceed the aggregate Revolving Credit Commitments and (iii) the aggregate amount of the Additional Revolving Credit Exposure attributable to any Class of Additional Revolving Credit Commitments does not exceed the aggregate amount of the Additional Revolving Credit Commitments of such Class. For the avoidance of doubt, except for the purpose of calculating the Commitment Fee Rate, any advance of Swingline Loans shall reduce the availability under the Revolving Credit Commitment on a dollar-for-dollar basis. Each Swingline Loan shall be required to make in a minimum principal amount of not less than $100,000 or such lesser amount as may be agreed by the Swingline Lender; provided that a Swingline Loan may be made in a lesser aggregate amount that is (x) equal to refinance the entire aggregate unused Revolving Credit Commitments or (y) required to finance the reimbursement of an outstanding Swingline BorrowingLC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms terms, conditions and conditions limitations set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans may be borrowed, paid, repaid and reborrowed. Each Swingline Loan shall be ABR subject to all the terms and conditions applicable to other Revolving Loans under this Agreementexcept that all payments thereon (including interest) shall be payable to the Swingline Lender solely for its own account.
(b) To request a Swingline BorrowingLoan, the Borrower shall notify the Swingline Lenders Administrative Agent of such request by telephone (confirmed in writing not later than 2:00 p.m. on the day of the proposed Swingline Loan. Each such notice shall be irrevocable and shall be in a form of written Borrowing Request, appropriately completed and signed by a Swingline Borrowing Request Responsible Officer of the Borrower and must be received by telecopythe Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 11:00 a.m., New York City time 2:00 p.m. on the day of the proposed Swingline Borrowing. Each such notice and Swingline written Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (i) the Class of such Borrowing, (ii) the aggregate amount of the requested Borrowing; (iii) the date (of such Borrowing, which shall be a Business Day), ; (iiiv) the amount of the requested Swingline 72 that such Borrowing is to be an ABR Borrowing, (iii) the term of such Swingline Loan, ; and (ivv) the location and number of the Borrower’s account or any other designated account(s) to which funds are to be disbursed. Each The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to be made the Borrower pursuant to instructions previously agreed upon between the Swingline Lender and the Borrower by it hereunder in accordance with Section 2.02(a) 4:00 p.m. on the proposed requested date thereof by wire transfer of immediately available funds by 3:00 p.m.such Swingline Loan. Each Revolving Lender acknowledges and agrees that in making any Swingline Loan, New York City timethe Swingline Lender shall be entitled to rely, to and shall not incur any liability for relying, upon the account representations and warranties of the Borrower (or, in the case of a Swingline Borrowing deemed made pursuant to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)4.02.
(c) A The Swingline Lender may may, by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time 1:00 p.m. on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itoutstanding, and the Revolving Lenders shall be obligated to purchase participations in any Swingline Loan on a pro rata basis based on their Applicable Percentage of Initial Revolving Credit Commitments. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Revolving Lender, specifying in such notice such Lender’s Applicable Revolving Facility Credit Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agreesagrees to pay, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Applicable Revolving Facility Credit Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation obligations under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 2.07 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 2.07 shall apply, mutatis mutandis, to the payment obligations of the LendersRevolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly pay remit to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall promptly notify the Borrower of any participations in any Swingline Loan Loans acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan Loans shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. Notwithstanding anything herein to the contrary, (1) such obligations of such Swingline Lender to make Swingline Loans hereunder (but not to purchase and fund risk participations in Swingline Loans pursuant to Section 2.04(c)) are subject to the condition that such Swingline Lender had not received prior notice from the Borrower or the Required Lenders that any of the conditions under Section 4.02 to the making of the applicable Swingline Loans were not satisfied and (2) the Swingline Lender shall not be obligated to make any Swingline Loans (i) if it has elected not to do so after the occurrence and during the continuation of a Default or Event of Default, (ii) it does not in good faith believe that all conditions under Section 4.02 to the making of such Swingline Loan have been satisfied or waived by the Required Lenders or (iii) if any of the Revolving Lenders is a Defaulting Lender but, in the case of this clause (iii) only to the extent that (A) the Defaulting Lender’s participation in such Swingline Loan may not be reallocated pursuant to Section 2.21(d)(i) or (B) other arrangements reasonably satisfactory to it and Borrower (including pursuant to Section 2.21(d)(ii)) to eliminate the 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.
Appears in 1 contract
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make Swingline Loans in Dollars to the Parent Borrower from time to time during the Revolving Availability Period Period, each Swingline Lender may, in U.S. Dollarsits sole discretion, make Swingline Loans in dollars to the Parent Borrower in an aggregate principal amount at any time outstanding that will not result in (xi) the Revolving Exposure of such Swingline Lender (in its capacity as a Revolving Lender) exceeding its Revolving Commitment then in effect, (ii) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment, $47,500,000 or (yiii) the outstanding Swingline Loans sum of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the total Revolving Facility Credit Exposure Exposures exceeding the total Revolving Facility Commitments; provided that no ▇▇▇▇▇ Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. On the earlier of the Revolving Maturity Date and the last day of each month during the Revolving Availability Period, the Parent Borrower shall repay any outstanding Swingline Loans. Within the foregoing limits and subject to the terms and conditions set forth herein, the Parent Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(b) To request a Swingline BorrowingLoan, the Parent Borrower shall notify the Administrative Agent and the applicable Swingline Lenders Lender of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) ), not later than 11:00 a.m.12:00 noon, New York City time time, on the day of the a proposed Swingline BorrowingLoan. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) and the amount of the requested Swingline BorrowingLoan and. If the applicable Swingline Lender. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Parent Borrower. The agrees, (iii) in its discretion to make the term of such applicable Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each such Swingline Lender shall make each eachsuch Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the Parent Borrower by means of a credit to the general deposit account of the Parent Borrower with thesuch Swingline Lender (or, in the case of a Swingline Borrowing Loan made to finance the reimbursement of a Revolving L/C an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. The Parent Borrower shall not request a Swingline Loan if at the time of and immediately after giving effect to such request a Default has occurred and is continuing.
(c) A Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof[Reserved].
Appears in 1 contract
Swingline Loans. (ai) Subject to The Swingline Lender agrees, on the terms and subject to the conditions set forth herein, each Swingline Lender agrees and in reliance upon the agreements of the other Lenders set forth in this Section 2.6, to make Swingline Loans a portion of the Revolving A Commitment available to the Parent Borrower from time to time during prior to the Availability Period Swingline Maturity Date by making Swingline Loans denominated in U.S. Dollars, Sterling or Euros to the Parent Borrower, in each case in an aggregate principal amount at any time outstanding that will not result in (xi) the aggregate principal amount of outstanding the Swingline Loans made by the Swingline Lender outstanding at any one time exceeding the Swingline Commitment, (yii) with regard to each Revolving A Lender individually (other than the outstanding Swingline Loans of such Swingline Lender in its capacity as such), such Revolving Credit Lender’s Revolving A Credit Exposure exceeding such Swingline Revolving Credit Lender’s Swingline Commitments Revolving A Commitment, or (ziii) with regard to the Revolving Facility A Lenders collectively, the Aggregate Revolving A Credit Exposure exceeding the total Aggregate Revolving Facility CommitmentsA Commitment, provided that the Swingline Lender shall not be obligated at any time to make any Swingline Loan if any Revolving A Lender is at that time a Defaulting Lender and after giving effect to any reallocation of the Participation Interest of such Defaulting Lender pursuant to Section 4.11(a)(iv), the Swingline Lender has any actual or potential Fronting Exposure with respect to such Defaulting Lender arising from the Swingline Loan proposed to be made, 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 Parent Borrower or such Defaulting Lender to eliminate such Fronting Exposure. Swingline Loans may be repaid and reborrowed in accordance with the provisions hereof prior to the Swingline Maturity Date. The proceeds of any Swingline Loan may be used, in whole or in part, to refund any prior Swingline Loan.
(ii) The Parent Borrower shall request a Swingline Loan by irrevocable notice, which may be given (A) by telephone, or (B) substantially in the form of Exhibit A–2 hereto (or such other form as may be approved by the Administrative Agent, including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent)
(a “ Swingline Loan Request”); provided that no any telephonic notice must be confirmed immediately by delivery to the Swingline Lender shall be required to make and the Administrative Agent of a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject Request, to the terms Swingline Lender and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
Administrative Agent (b) To request a Swingline Borrowing, the Borrower shall notify the Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopyi) not later than 11:00 a.m.3:00 p.m. Charlotte, New York City North Carolina time on the day date of funding a Swingline Loan denominated in Dollars in the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (United States which shall be a Business Day), (ii) not later than 5:00 p.m. Charlotte, North Carolina time on the amount Business Day prior to the date of funding a Swingline Loan denominated in Dollars outside of the requested Swingline Borrowing, United States which shall be a Business Day and (iii) not later than 11:00 a.m. Charlotte, North Carolina time on the term Business Day prior to the date requested to borrow a Swingline Loan denominated in Sterling or Euros. Each Swingline Loan denominated in Dollars shall be made as a Daily Floating LIBOR Rate Loan and each Swingline Loan denominated in Euros and Sterling shall be made as a Euro Swingline Rate Loan and, in each case, subject to Section 2.6(a)(iii), shall have such maturity date as agreed to by the Swingline Lender and the Parent Borrower.
(iii) The outstanding principal amount of each Swingline Loan shall be due and payable on the earliest of (A) the maturity date agreed to by the Swingline Lender and the Parent Borrower with respect to such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).
(c) A Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoeverlonger than 30 days after the date of borrowing, including (B) the Swingline Maturity Date, (C) the occurrence and continuance of a Default Bankruptcy Event with respect to the Parent Borrower, any Guarantor or reduction any Subsidiary Borrower with Obligations then outstanding under this Agreement and (D) the acceleration of any Loan or the termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired Aggregate Commitment pursuant to this paragraph (cSection 11.2(a), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
Appears in 1 contract
Sources: Loan Agreement (Brinks Co)
Swingline Loans. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth hereinforth, each Swingline Lender agrees agrees, severally and not jointly, at any time and from time to time on and after the Effective Date and until the earlier of the Business Day immediately preceding the Revolving Credit Maturity Date and the termination of the Swingline Commitment of such Swingline Lender, (i) to make available to any Swingline Borrower Swingline Loans (“Quoted Swingline Loans”) in Dollars on the basis of quoted interest rates (each, a “Quoted Swingline Rate”) furnished by such Swingline Lender from time to time in its discretion to such Swingline Borrower (through the Administrative Agent) and accepted by such Swingline Borrower in its discretion and (ii) to make Swingline Loans (“ABR Swingline Loans”) in Dollars to any Swingline Borrower bearing interest at a rate equal to the Borrower from time to time during Alternate Base Rate plus the Availability Period in U.S. Dollars, Applicable Margin in an aggregate principal amount at any time outstanding (in the case of this clause (ii)) not to exceed such Swingline Lender’s Swingline Commitment; provided, that will not result in after giving effect to each Swingline Loan, (xA) the Total Facility Exposure shall not exceed the Total Commitment then in effect and (B) the Outstanding Revolving Extensions of Credit of any Lender shall not exceed such Lender’s Commitment unless, in the case of a Swingline Lender, such Swingline Lender shall otherwise consent. The aggregate outstanding principal amount of outstanding the Quoted Swingline Loans exceeding of any Swingline Lender, when added to the Swingline Commitment, (y) aggregate outstanding principal amount of the outstanding ABR Swingline Loans of such Swingline Lender exceeding Lender, may exceed such Swingline Lender’s Swingline Commitment; provided, that in no event shall the aggregate outstanding principal amount of the Swingline Loans exceed the aggregate Swingline Commitments then in effect. Each Quoted Swingline Loan shall be made only by the Swingline Lender furnishing the relevant Quoted Swingline Rate. Each ABR Swingline Loan shall be made by the Swingline Lenders ratably in accordance with their respective Swingline Percentages. The Swingline Loans shall be made in a minimum aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof (z) or an aggregate principal amount equal to the Revolving Facility Credit Exposure exceeding remaining balance of the total Revolving Facility available Swingline Commitments; provided that no ). Each Swingline Lender shall be required to make a the portion of each Swingline Loan to refinance an outstanding be made by it available to any Swingline Borrowing. Within the foregoing limits and subject Borrower by means of a credit to the terms and conditions set forth hereingeneral deposit account of such Swingline Borrower with the Administrative Agent or a wire transfer, at the expense of such Swingline Borrower, to an account designated in writing by such Swingline Borrower, in each case by 3:30 p.m., New York City time, on the date such Swingline Loan is requested to be made pursuant to paragraph (b) below, in immediately available funds. Each Swingline Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans on or after the Effective Date and prior to the Revolving Credit Maturity Date (or such earlier date on which the Commitments shall be ABR Loans under this Agreement.
(b) To request a Swingline Borrowing, the Borrower shall notify the Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m., New York City time on the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder terminate in accordance with Section 2.02(aherewith) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, terms and subject to the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)conditions and limitations set forth herein.
(c) A Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
Appears in 1 contract
Sources: Credit Agreement (ViacomCBS Inc.)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make (i) Tranche One Swingline Loans and Tranche Two Swingline Loans (A) to the Company, any US Borrowing Subsidiary or any Canadian Borrowing Subsidiary denominated in US Dollars, (B) to any UK Borrowing Subsidiary or Irish Borrowing Subsidiary denominated in Sterling or (C) to any Borrower that is not a US Borrowing Subsidiary in Euro and (ii) Tranche One Swingline Loans to the Borrower any Canadian Borrowing Subsidiary denominated in Canadian Dollars, from time to time during the Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding that will not result in (xi) the aggregate principal amount of outstanding the Swingline Loans denominated in US Dollars exceeding US$50,000,000, (ii) the aggregate principal amount of the Swingline Loans denominated in Canadian Dollars exceeding Cdn.$100,000,000, (iii) the aggregate principal amount of the Swingline Loans denominated in Sterling exceeding £10,000,000, (iv) the aggregate principal amount of the Swingline Loans denominated in Euro exceeding €10,000,000, (v) the aggregate Tranche One Revolving Credit Exposures exceeding the Swingline aggregate Tranche One Commitments, (vi) the Tranche One Revolving Credit Exposure of any Lender exceeding its Tranche One Commitment, (yvii) the outstanding Swingline Loans of such Swingline Lender aggregate Tranche Two Revolving Credit Exposures exceeding such Swingline Lender’s Swingline the aggregate Tranche Two Commitments or (zviii) the Tranche Two Revolving Facility Credit Exposure of any Lender exceeding the total Revolving Facility Commitmentsits Tranche Two Commitment; provided that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Company and such Borrowing Subsidiaries may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(b) To request a Swingline BorrowingLoan, the applicable Borrower shall notify the Administrative Agent and the Swingline Lenders Lender of such request by telephone (confirmed by fax signed by a Swingline Borrowing Request by telecopy) Financial Officer on behalf of the applicable Borrower), not later than 11:00 a.m.1:00 p.m., New York City time Local Time, on the day of the such proposed Swingline BorrowingLoan. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the and amount of the requested Swingline Borrowing, (iii) the term of Loan and whether such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are Loan is to be disburseda Tranche One Swingline Loan or a Tranche Two Swingline Loan. Each The Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account applicable Borrower by means of a credit to the Borrower Applicable Funding Account (or, in the case of a Swingline Borrowing Loan specified in the notice therefor to be made to finance the reimbursement of a Revolving L/C an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)Bank identified in such notice) by 3:00 p.m., Local Time, on the requested date of such Swingline Loan.
(c) A The Swingline Lender may may, by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time time, on any Business Day, require (i) the Revolving Facility Tranche One Lenders to acquire participations on such Business Day in all or a portion of the outstanding Tranche One Swingline Loans made by itof the Swingline Lender outstanding and (ii) the Tranche Two Lenders to acquire participations on such Business Day in all or a portion of the Tranche Two Swingline Loans of the Swingline Lender outstanding. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Tranche One Lenders or the Tranche Two Lenders, as applicable, will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Tranche One Lender or Tranche Two Lender, as the case may be, specifying in such notice such Lender’s Revolving Facility Tranche One Percentage or Tranche Two Percentage, as applicable, of such Swingline Loan or Loans. Each Revolving Facility Tranche One Lender or Tranche Two Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Tranche One Percentage or Tranche Two Percentage, as applicable, of such Swingline Loan or Loans. Each Revolving Facility Tranche One Lender and Tranche Two Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, Tranche One Commitments or the Tranche Two Commitments and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Tranche One Lender and Tranche Two Lender shall comply with its obligation obligations under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 2.07 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 2.07 shall apply, mutatis mutandis, to the payment obligations of the Tranche One Lenders and Tranche Two Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility LendersTranche One Lenders or the Tranche Two Lender, as applicable. The Administrative Agent shall notify the Borrower Company of any participations in any Swingline Loan acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the Borrower (or any other party on behalf of the Borrower) applicable Borrower in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Tranche One Lenders or the Tranche Two Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such the Swingline Lender or to the Administrative Agent, as applicablethe case may be, if and to the extent such payment is required to be refunded to the Borrower a Loan Party for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the any Borrower of any default in the payment thereof.
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Swingline Loans. (ai) Subject to the terms and conditions set forth hereinof this Agreement, each the Swingline Lender agrees to shall make Swingline Loans to the Borrower from time to time during from the Availability Period in U.S. DollarsClosing Date through, in an aggregate principal amount at any time outstanding but not including, the Revolving Loan Maturity Date; provided, that will (a) such requested Swingline Loan shall not result in exceed the Available Revolving Loan Commitment and (xb) the aggregate principal amount of all outstanding Swingline Loans exceeding (after giving effect to any amount requested), shall not exceed the Swingline Commitment, .
(yii) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR refunded by the Lenders with a Revolving Loan Commitment on demand by the Swingline Lender. Such refundings shall be made by such Lenders in accordance with their respective Revolving Loan Commitment Ratios and shall thereafter be reflected as Revolving Loans under this Agreementof such Lenders on the books and records of the Administrative Agent. Each Lender with a Revolving Loan Commitment shall fund its respective Revolving Loan Commitment Ratio of Revolving Loans as required to repay Swingline Loans outstanding to the Swingline Lender upon demand by the Swingline Lender but in no event later than 2:00 p.m. on the next succeeding Business Day after such demand is made. No Lender’s obligation to fund its respective Revolving Loan Commitment Ratio of a Swingline Loan shall be affected by any other Lender’s failure to fund its Revolving Loan Commitment Ratio of a Swingline Loan, nor shall any Lender’s Revolving Loan Commitment Ratio be increased as a result of any such failure of any other Lender to fund its Revolving Loan Commitment Ratio of a Swingline Loan.
(biii) To request a Swingline Borrowing, the The Borrower shall notify pay to the Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m., New York City time Lender on demand the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).
(c) A Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans to the extent amounts received from the Lenders with a Revolving Loan Commitment are not sufficient to repay in which full the Revolving Facility Lenders will participateoutstanding Swingline Loans requested or required to be refunded. Promptly upon receipt of such noticeIn addition, the Borrower hereby authorizes the Administrative Agent will give notice thereof to each such Lender, specifying charge any account maintained by the Borrower with the Swingline Lender (up to the amount available therein) in such notice such Lender’s Revolving Facility Percentage order to immediately pay the Swingline Lender the amount of such Swingline Loans to the extent amounts received from such Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders with a Revolving Loan Commitment in accordance with their respective Revolving Loan Commitment Ratios (unless the amounts so recovered by or Loans. Each Revolving Facility Lender hereby absolutely on behalf of the Borrower pertain to a Swingline Loan extended after the occurrence and unconditionally agrees, upon receipt during the continuance of notice as provided above, to pay to an Event of Default of which the Administrative Agent for has received notice in the account manner required pursuant to Section 6.5 and which such Event of Default has not been waived by the applicable Swingline LenderRequired Lenders or the Lenders, such as applicable).
(iv) Each Lender with a Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender Commitment acknowledges and agrees that its respective obligation to acquire participations in refund Swingline Loans pursuant to in accordance with the terms of this paragraph Section is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination including, without limitation, non-satisfaction of the Commitmentsconditions set forth in Article 3. Further, and that each such payment Lender agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section, one of the events described in Section 8.1(g) or (h) shall have occurred, such Lender will, on the date the applicable Revolving Loan would have been made, purchase an undivided participating interest in the Swingline Loan to be made without any offset, abatement, withholding or reduction whatsoeverrefunded in an amount equal to its Revolving Loan Commitment Ratio of the aggregate amount of such Swingline Loan. Each Lender with a Revolving Facility Lender shall comply with its obligation under this paragraph by wire Loan Commitment will immediately transfer of to the Swingline Lender, in immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (amount of its participation and Section 2.06 shall apply, mutatis mutandis, to upon receipt thereof the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender will deliver to such Lender a certificate evidencing such participation dated the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower date of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect receipt of such Swingline Loan shall be made to funds and for such amount. Whenever, at any time after the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender has received from the Borrower (or any other party on behalf of the Borrower) in respect of Lender with a Swingline Revolving Loan after receipt by Commitment such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations ’s participating interest in a Swingline Loan pursuant Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to this paragraph shall not relieve the Borrower of any default such Lender its participating interest in such amount (appropriately adjusted, in the payment thereofcase of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded).
(v) Notwithstanding anything to the contrary contained in this Agreement, this Section 2.1(d) shall be subject to the terms and conditions of Sections 2.15 and 2.16.
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Swingline Loans. (ai) Subject to the terms and conditions set forth hereinof this Agreement, each the Swingline Lender agrees to shall make Swingline Loans to the Borrower from time to time during from the Availability Period in U.S. DollarsRestatement Effective Date through, in an aggregate principal amount at any time outstanding but not including, the Initial Revolving-2 Loan Maturity Date; provided, that will (A) such requested Swingline Loan shall not result in exceed the Available Revolving Loan Commitment and (xB) the aggregate principal amount of all outstanding Swingline Loans exceeding (after giving effect to any amount requested), shall not exceed the Swingline Commitment, .
(yii) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR refunded by the Lenders with an Initial Revolving Loan Commitment on demand by the Swingline Lender. Such refundings shall be made by such Lenders in accordance with their respective Initial Revolving Loan Commitment Ratios and shall thereafter be reflected as Initial Revolving Loans under this Agreementof such Lenders on the books and records of the Administrative Agent. Each Lender with an Initial Revolving Loan Commitment shall fund its respective Initial Revolving Loan Commitment Ratio of Initial Revolving Loans as required to repay Swingline Loans outstanding to the Swingline Lender upon demand by the Swingline Lender but in no event later than 2:00 p.m. on the next succeeding Business Day after such demand is made. No Lender’s obligation to fund its respective Initial Revolving Loan Commitment Ratio of a Swingline Loan shall be affected by any other Lender’s failure to fund its Initial Revolving Loan Commitment Ratio of a Swingline Loan, nor shall any Lender’s Initial Revolving Loan Commitment Ratio be increased as a result of any such failure of any other Lender to fund its Initial Revolving Loan Commitment Ratio of a Swingline Loan.
(biii) To request a Swingline Borrowing, the The Borrower shall notify pay to the Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m., New York City time Lender on demand the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).
(c) A Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans to the extent amounts received from the Lenders with an Initial Revolving Loan Commitment are not sufficient to repay in which full the Revolving Facility Lenders will participateoutstanding Swingline Loans requested or required to be refunded. Promptly upon receipt of such noticeIn addition, the Borrower hereby authorizes the Administrative Agent will give notice thereof to each such Lender, specifying charge any account maintained by the Borrower with the Swingline Lender (up to the amount available therein) in such notice such Lender’s Revolving Facility Percentage order to immediately pay the Swingline Lender the amount of such Swingline Loans to the extent amounts received from such Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders with an Initial Revolving Loan Commitment in accordance with their respective Initial Revolving Loan Commitment Ratios (unless the amounts so recovered by or Loans. Each Revolving Facility Lender hereby absolutely on behalf of the Borrower pertain to a Swingline Loan extended after the occurrence and unconditionally agrees, upon receipt during the continuance of notice as provided above, to pay to an Event of Default of which the Administrative Agent for has received notice in the account manner required pursuant to Section 6.5 and which such Event of Default has not been waived by the applicable Swingline LenderRequired Initial Revolving Lenders, such the Required Lenders or the Lenders, as applicable).
(iv) Each Lender with an Initial Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender Commitment acknowledges and agrees that its respective obligation to acquire participations in refund Swingline Loans pursuant to in accordance with the terms of this paragraph Section is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination including, without limitation, non-satisfaction of the Commitmentsconditions set forth in Article 3. Further, and that each such payment ▇▇▇▇▇▇ agrees and acknowledges that if prior to the refunding of any outstanding Swingline Loans pursuant to this Section, one of the events described in Section 8.1(g) or (h) shall have occurred, such Lender will, on the date the applicable Initial Revolving Loan would have been made, purchase an undivided participating interest in the Swingline Loan to be made without any offset, abatement, withholding or reduction whatsoeverrefunded in an amount equal to its Initial Revolving Loan Commitment Ratio of the aggregate amount of such Swingline Loan. Each Lender with an Initial Revolving Facility Lender shall comply with its obligation under this paragraph by wire Loan Commitment will immediately transfer of to the Swingline Lender, in immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (amount of its participation and Section 2.06 shall apply, mutatis mutandis, to upon receipt thereof the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender will deliver to such Lender a certificate evidencing such participation dated the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower date of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect receipt of such Swingline Loan shall be made to funds and for such amount. Whenever, at any time after the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender has received from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Lender with an Initial Revolving Loan after receipt by Commitment such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations ▇▇▇▇▇▇’s participating interest in a Swingline Loan pursuant Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to this paragraph shall not relieve the Borrower of any default such Lender its participating interest in such amount (appropriately adjusted, in the payment thereofcase of interest payments, to reflect the period of time during which such ▇▇▇▇▇▇’s participating interest was outstanding and funded).
(v) Notwithstanding anything to the contrary contained in this Agreement, this Section 2.1(d) shall be subject to the terms and conditions of Sections 2.15 and 2.16.
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Swingline Loans. (a) Subject to the terms and conditions set forth hereinhereof, including without limitation Section 2.15., each Swingline Lender severally and not jointly agrees to make Swingline Loans to the Borrower from time to time Borrower, during the Availability Period in U.S. Dollarsperiod from the Effective Date to but excluding the Swingline Maturity Date, in an aggregate principal amount at any one time outstanding that will up to, but not result exceeding, the lesser (such lesser amount being referred to as the “Swingline Availability” of a given Swingline Lender) of (i) $18,750,000, (ii) the difference of (A) the commitment of such Swingline Lender in its capacity as a Revolving Lender minus (xB) the aggregate outstanding principal amount of the Revolving Loans and outstanding Swingline Loans, in each such case, made by such Swingline Lender and the Letter of Credit - 50 - Liabilities of such Swingline Lender in its capacity as a Revolving Lender, and (iii) upon and following satisfaction of the Initial Mortgage Collateral Requirement, the difference of (A) such Swingline Lender’s Revolving Commitment Percentage of the then Collateral Property Availability (in its capacity as a Revolving Lender) minus (B) the aggregate outstanding principal amount of the Revolving Loans and outstanding Swingline Loans, in each such case, made by such Swingline Lender and the Letter of Credit Liabilities of such Swingline Lender in its capacity as a Revolving Lender. If at any time the aggregate principal amount of outstanding the Swingline Loans exceeding made by a Swingline Lender outstanding at such time exceeds the Swingline Commitment, (y) the outstanding Swingline Loans Availability of such Swingline Lender exceeding at such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(b) To request a Swingline Borrowingtime, the Borrower shall notify the Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m., New York City time on the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).
(c) A Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of such Swingline Lender the applicable amount of such excess. The borrowing of a Swingline LenderLoan shall constitute usage of the Revolving Commitments, in an amount equal to (i) for each Revolving Lender other than the Swingline Lender making such Swingline Loan, each such Revolving Facility Lender’s Revolving Facility Percentage Commitment Percentage, multiplied by the outstanding amount of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to ii) for the applicable Swingline Lender making such Swingline Loan, the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect outstanding amount of such Swingline Loan shall be made Loan. Subject to the Administrative Agent terms and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from conditions of this Agreement, the Borrower (or any other party on behalf of the Borrower) in respect of a may borrow, repay and reborrow Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofLoans hereunder.
Appears in 1 contract
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make Swingline Loans to the US Borrower from time to time during the Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding not to exceed $25,000,00050,000,000 (or, in the case of Swingline Loans made by JPMorgan Chase Bank, N.A. or Bank of America, N.A., the Individual Swingline Sublimit), so long as after giving effect thereto (i) the Available US Revolving Commitment of each US Lender is greater than or equal to zero, (ii) without duplication, the sum of the Revolving Credit Exposure of the Swingline Lender and the outstanding principal amount of Swingline Loans (to the extent that will the other Lenders shall not result in have funded their participation) does not exceed the US Revolving Commitment of the Swingline Lender and (xiii) the aggregate principal amount Revolving Credit Exposures of outstanding Swingline Loans exceeding all the Swingline Commitment, (y) Lenders does not exceed the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the aggregate US Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the US Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(b) To request a Swingline BorrowingLoan, the US Borrower shall notify the Administrative Agent and the Swingline Lenders Lender of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) in writing), not later than 11:00 a.m.1:00 p.m., New York City time time, on the day of the a proposed Swingline BorrowingLoan. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the and amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Loan shall be an ABR Loan. The Swingline Lender shall make each Swingline Loan available to be the US Borrower by means of a credit to the general deposit account of the US Borrower with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.09(e), by it hereunder in accordance with Section 2.02(aremittance to the Issuing Bank) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to on the account requested date of the Borrower (or, in the case of a such Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)Loan.
(c) A The Swingline Lender may may, by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itoutstanding. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s US Funding Revolving Facility Commitment Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility Lender’s US Funding Revolving Facility Commitment Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the US Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 4.01 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 4.01 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the US Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the US Borrower (or any other party on behalf of the US Borrower) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the US Borrower of any default in the payment thereof.
(d) The Swingline Lender may be replaced at any time by written agreement among the US Borrower, the Administrative Agent, the replaced Swingline Lender and the successor Swingline Lender. The Administrative Agent shall notify the Lenders of any such replacement of the Swingline Lender. At the time any such replacement shall become effective, the US Borrower shall pay all unpaid interest accrued for the account of the replaced Swingline Lender pursuant to Section 4.08. From and after the effective date of any such replacement, (i) the successor Swingline Lender shall have all the rights and obligations of the replaced Swingline Lender under this Agreement with respect to Swingline Loans made thereafter and (ii) references herein to the term “Swingline Lender” shall be deemed to refer to such successor or to any previous Swingline Lender, or to such successor and all previous Swingline Lenders, as the context shall require. After the replacement of the Swingline Lender hereunder, the replaced Swingline Lender shall remain a party hereto and shall continue to have all the rights and obligations of the Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to its replacement, but shall not be required to make additional Swingline Loans.
(e) Subject to the appointment and acceptance of a successor Swingline Lender, the Swingline Lender may resign as the Swingline Lender at any time upon thirty days’ prior written notice to the Administrative Agent, the US Borrower and the Lenders, in which case, the Swingline Lender shall be replaced in accordance with Section 2.08(d) above.
Appears in 1 contract
Swingline Loans. (ai) Subject to The Swingline Lender agrees, on the terms and subject to the conditions set forth hereinherein and in the other Senior Finance Documents, each Swingline Lender agrees to make Swingline Loans a portion of the Revolving Commitments available to the Borrower from time to time during the Availability Period by making Swingline Loans to the Borrower in U.S. DollarsDollars (each such loan, in an aggregate principal amount at any time outstanding a “Swingline Loan” and, collectively, the “Swingline Loans”); provided that will not result in (xA) the aggregate principal amount of the Swingline Loans outstanding at any one time shall not exceed the Swingline Committed Amount, (B) with regard to each Lender individually (other than the Swingline Lender in its capacity as such), such Lender’s outstanding Revolving Loans plus its Participation Interests in outstanding Swingline Loans exceeding plus its Participation Interests in outstanding LC Obligations shall not at any time exceed such Lender’s Revolving Commitment Percentage of the Revolving Committed Amount, (C) with regard to the Revolving Lenders collectively, the sum of the aggregate principal amount of Swingline Loans outstanding plus the aggregate amount of Revolving Loans outstanding plus the aggregate amount of LC Obligations outstanding shall not exceed the Revolving Committed Amount and (D) the Swingline Committed Amount shall not exceed the aggregate of the Revolving Commitments then in effect. Swingline Loans shall be made and maintained as Base Rate Loans and may be repaid and reborrowed in accordance with the provisions hereof prior to the Swingline Termination Date. Swingline Loans may be made notwithstanding the fact that such Swingline Loans, when aggregated with the Swingline Lender’s other Revolving Outstandings, exceeds its Revolving Commitment. The proceeds of a Swingline Borrowing may not be used, in whole or in part, to refund any prior Swingline Borrowing.
(ii) The principal amount of all Swingline Loans shall be due and payable on the earliest of (A) the Swingline Termination Date, (yB) the occurrence of a bankruptcy or similar proceeding with respect to the Borrower or (C) the acceleration of any Loan or the termination of the Revolving Commitments pursuant to Section 8.02.
(iii) With respect to any Swingline Loans that have not been voluntarily prepaid by the Borrower or paid by the Borrower when due under clause (ii) above, the Swingline Lender (by request to the Administrative Agent) or the Administrative Agent at any time may, on one Business Day’s notice, require each Revolving Lender, including the Swingline Lender, and each such Lender hereby agrees, subject to the provisions of this Section 2.01(c), to make a Revolving Loan (which shall be initially funded as a Base Rate Loan) in an amount equal to such Lender’s Revolving Commitment Percentage of the amount of the Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date notice is given.
(iv) In the case of Revolving Loans made by Lenders other than the Swingline Lender under clause (iii) above, each such Revolving Lender shall make the amount of its Revolving Loan available to the Administrative Agent, in same day funds, at the Administrative Agent’s Office, not later than 1:00 P.M. on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Loans shall be immediately delivered to the Swingline Lender (and not to the Borrower) and applied to repay the Refunded Swingline Loans. On the day such Revolving Loans are made, the Swingline Lender’s Revolving Commitment Percentage of the Refunded Swingline Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by the Swingline Lender and such portion of the Swingline Loans deemed to be so paid shall no longer be outstanding as Swingline Loans and shall instead be outstanding as Revolving Loans. The Borrower authorizes the Administrative Agent and the Swingline Lender to charge the Borrower’s account with the Administrative Agent (up to the amount available in such account) in order to pay immediately to the Swingline Lender the amount of such Refunded Swingline Loans to the extent amounts received from the Revolving Lenders, including amounts deemed to be received from the Swingline Lender, are not sufficient to repay in full such Refunded Swingline Loans. If any portion of any such amount paid (or deemed to be paid) to the Swingline Lender should be recovered by or on behalf of the Borrower from the Swingline Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Revolving Lenders in the manner contemplated by Section 2.13.
(v) A copy of each notice given by the Swingline Lender pursuant to this Section 2.01(c) shall be promptly delivered by the Swingline Lender to the Administrative Agent and the Borrower. Upon the making of a Revolving Loan by a Revolving Lender pursuant to this Section 2.01(c), the amount so funded shall no longer be owed in respect of its Participation Interest in the related Refunded Swingline Loans.
(vi) If as a result of any bankruptcy or similar proceeding, Revolving Loans are not made pursuant to this Section 2.01(c) sufficient to repay any amounts owed to the Swingline Lender as a result of a nonpayment of outstanding Swingline Loans, each Revolving Lender agrees to purchase, and shall be deemed to have purchased, a participation in such outstanding Swingline Loans in an amount equal to its Revolving Commitment Percentage of the unpaid amount together with accrued interest thereon. Upon one Business Day’s notice from the Swingline Lender, each Revolving Lender shall deliver to the Swingline Lender an amount equal to its respective Participation Interest in such Swingline Loans in same day funds at the office of the Swingline Lender specified or referred to in Section 10.01. In order to evidence such Participation Interest each Revolving Lender agrees to enter into a participation agreement at the request of the Swingline Lender in form and substance reasonably satisfactory to all parties. In the event any Revolving Lender fails to make available to the Swingline Lender the amount of such Swingline Lender exceeding such Swingline Revolving Lender’s Swingline Commitments or (z) Participation Interest as provided in this Section 2.01(c)(vi), the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall be required entitled to make a recover such amount on demand from such Revolving Lender together with interest at the customary rate set by the Swingline Loan to refinance an outstanding Swingline Borrowing. Within Lender for correction of errors among banks in New York City for one Business Day and thereafter at the foregoing limits and subject to Base Rate plus the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline then Applicable Margin for Base Rate Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(bvii) To request a Swingline Borrowing, the Borrower shall notify the Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m., New York City time on the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and Revolving Lender’s obligation to make Revolving Loans pursuant to clause (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).
(c) A Swingline Lender may by written notice given to the Administrative Agent (above and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day purchase Participation Interests in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is clause (vi) above shall be absolute and unconditional and shall not be affected by any circumstance whatsoevercircumstance, including (without limitation) (i) any set-off, counterclaim, recoupment, defense or other right which such Revolving Lender or any other Person may have against the Swingline Lender, the Borrower, Holdings or any other Credit Party, (ii) the occurrence and or continuance of a Default or an Event of Default or the termination or reduction or termination in the amount of the CommitmentsRevolving Commitments after any such Swingline Loans were made, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, Holdings or any other Person, (iv) any breach of this Agreement or any other Senior Finance Document by the Borrower or any other Lender, (v) whether any condition specified in Article IV is then satisfied or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the forgoing. If such Lender does not pay such amount forthwith upon the Swingline Lender’s demand therefor, and that each until such payment time as such Lender makes the required payment, the Swingline Lender shall be made without any offsetdeemed to continue to have outstanding Swingline Loans in the amount of such unpaid Participation Interest for all purposes of the Senior Finance Documents other than those provisions requiring the other Lenders to purchase a participation therein. Further, abatement, withholding or reduction whatsoever. Each Revolving Facility such Lender shall comply with be deemed to have assigned any and all payments made of principal and interest on its obligation under this paragraph by wire transfer of immediately available fundsLoans, and any other amounts due to it hereunder to the Swingline Lender to fund Swingline Loans in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations amount of the Lenders), and the Administrative Agent shall promptly pay Participation Interest in Swingline Loans that such Lender failed to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired purchase pursuant to this paragraph Section 2.01(c)(vii) until such amount has been purchased (c), and thereafter payments by the Borrower in respect as a result of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (assignment or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofotherwise).
Appears in 1 contract
Swingline Loans. (a) Subject In addition to the other options available to the Borrower hereunder, the Swingline Lender a▇▇▇▇▇, subject to the following terms and conditions set forth hereinconditions, each Swingline Lender agrees to make Swingline Loans in Dollars to the Borrower from time to time during the Availability Period in U.S. Dollars, in an aggregate principal amount not to exceed the Swingline Revolving Commitment. Swingline Loans shall be made available for same day borrowings provided that notice is given in accordance with Section 2.7 hereof. All Swingline Loans shall bear interest at any time outstanding that will the LIBOR Market Index RateAdjusted Daily Simple SOFR plus the Adjusted Daily Simple SOFR Applicable Margin and shall be deemed to be Adjusted Base RateDaily Simple SOFR Borrowings. Swingline Loans shall be funded by Wells in ▇▇ ▇mount not result in (x) to exceed the maximum amount it is required to disburse pursuant to the next sentence. In no event shall the Swingline Lender be required to fund a Swingline Loan if it would increase the total aggregate principal amount of outstanding Swingline Loans exceeding to an amount in excess of the Swingline Revolving Commitment or if, after giving effect thereto, the Total Revolving Exposure would exceed the Aggregate Revolving Commitment. Upon request of the Swingline Lender made to all the Revolving Lenders, (y) each Revolving Lender irrevocably agrees to purchase its Percentage of any Swingline Loan made by the outstanding Swingline Loans Lender regardless of whether the conditions for disbursement are satisfied at the time of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) purchase, including the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; existence of an Event of Default hereunder provided that such Event of Default did not exist at the time the Swingline Loan was made and provided further that no Swingline Lender shall be required to make have its Revolving Exposure to be greater than its Revolving Commitment. Such purchase shall take place on the date of the request by Swingline Lender so long as such request is made by 11:00 a.m. (Central Time), otherwise on the Business Day following such request. All requests for purchase shall be in writing. From and after the date it is so purchased, each such Swingline Loan shall, to the extent purchased, (i) be treated as a Loan made by the purchasing Lenders and not by the selling Lender for all purposes under this Agreement and the payment of the purchase price by a Lender shall be deemed to be the making of a Loan by such Lender and shall constitute outstanding principal hereunder and under such Lender’s Note, and (ii) shall no longer be considered a Swingline Loan except that all interest accruing on or attributable to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(b) To request a Swingline Borrowing, the Borrower shall notify the Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m., New York City time on the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).
(c) A Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt for the period prior to the date of notice as provided above, to pay such purchase shall be paid when due by the Borrower to the Administrative Agent for the account benefit of the applicable Swingline LenderLender and all such amounts accruing on or attributable to such Loans for the period from and after the date of such purchase shall be paid when due by the Borrower to the Administrative Agent for the benefit of the purchasing Lenders. If prior to purchasing its Percentage of a Swingline Loan one of the events described in Section 10.10 shall have occurred and such event prevents the consummation of the purchase contemplated by preceding provisions, such each Revolving Facility Lender’s Revolving Facility Lender will purchase an undivided participating interest in the outstanding Swingline Loan in an amount equal to its Percentage of such Swingline Loan or LoansLoan. Each Revolving Facility From and after the date of each Lender’s purchase of its participating interest in a Swingline Loan, if the Swingline Lender acknowledges and agrees that receive any payment on account thereof, the Swingline Lender will distribute to such Lender its respective obligation to acquire participations participating interest in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available fundsamount (appropriately adjusted, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandiscase of interest payments, to reflect the period of time during which such Lender’s ▇▇▇▇▇cipating interest was outstanding and funded); provided, however, that in the event that such payment obligations of was received by the Lenders), Swingline Lender and the Administrative Agent shall promptly pay is required to be returned to the applicable Borrower, each Lender will return to the Swingline Lender any portion thereof previously distributed by the amounts Swingline Lender to it. If any Revolving Lender fails to so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower purchase its Percentage of any participations in any Swingline Loan acquired pursuant Loan, such Lender shall be deemed to this paragraph (c), and thereafter payments by the Borrower in respect of such be a Defaulting Lender hereunder. No Swingline Loan shall be outstanding for more than five (5) days at a time (or such shorter period ending on the date any Revolving Loan shall be made subsequent to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or any other party on behalf making of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph Loan) and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph Loans shall not relieve the Borrower be outstanding for more than a total of fifteen (15) days during any default in the payment thereofmonth.
Appears in 1 contract
Sources: Unsecured Revolving Credit Agreement (First Industrial Lp)
Swingline Loans. (a) Subject to Upon the terms and subject to the conditions set forth hereinof this Agreement, each the Swingline Lender agrees to Lender, in its sole discretion, may make loans (“Swingline Loans Loans”) to the Borrower from time to time on any Business Day during the Availability Period in U.S. Dollars, period from and including the Closing Date to but excluding the Swingline Termination Date in an aggregate principal amount at any time outstanding that will up to but not result in (x) exceeding the Swingline Loan Commitment at such time less the aggregate principal amount balance of outstanding all Swingline Loans exceeding outstanding at such time; provided, that the Swingline Commitment, (y) the outstanding aggregate principal balance of all Swingline Loans of then outstanding (or which would be outstanding if such Swingline Lender exceeding Loan were to be made) plus the aggregate principal balance of all Revolving Credit Loans then outstanding plus the aggregate LC Exposure of all Banks at such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding time does not exceed the total Revolving Facility CommitmentsCommitments of all Banks at such time; and provided further, that no the Swingline Lender shall be required have no obligation to make a Swingline Loan to refinance an outstanding if the Swingline BorrowingLender has received notice from the Borrower or any Bank that one or more of the conditions precedent set forth in this Agreement have not been satisfied. Within the foregoing limits and subject Subject to the terms and conditions set forth hereinof this Agreement, during such period the Borrower may borrow, prepay repay and reborrow re-borrow Swingline Loans. All Swingline Loans shall be ABR Loans under this AgreementBase Rate Loans.
(b) To request a Swingline Borrowing, If the Borrower shall notify the does not repay any Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m., New York City time on the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder Loans in accordance with Section 2.02(a) on the proposed date thereof by wire transfer terms of immediately available funds by 3:00 p.m.this Agreement, New York City time, to the account Swingline Note or any of the Borrower (orother Credit Documents, in then the case of a Swingline Borrowing made to finance Banks shall reimburse the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).
(c) A Swingline Lender may by written notice given to on demand for the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate unpaid amount of such Swingline Loans. Such reimbursements shall be made by the Banks in accordance with their respective Pro-Rata Shares and shall thereafter be reflected as Revolving Credit Loans of the Banks on the books and records of the Administrative Agent. Each Bank shall fund its respective Pro-Rata Share of Revolving Credit Loans as required to repay Swingline Loans outstanding to the Swingline Lender upon demand by the Swingline Lender but in which no event later than 2:00 p.m., Central Time, on the Revolving Facility Lenders will participatenext succeeding Business Day after such demand is made. Promptly upon receipt No Bank’s obligation to fund its Pro-Rata Share of such noticea Swingline Loan shall be affected by any other Bank’s failure to fund its Pro-Rata Share of a Swingline Loan. Similarly, the Administrative Agent will give notice thereof Borrower’s obligation to repay Swingline Loans shall not be affected by any Bank’s failure to reimburse the Swingline Lender pursuant to this Section 2.2. Notwithstanding the above, if Revolving Credit Loans cannot be made by the Banks at such time because the aggregate principal balance of all Revolving Credit Loans then outstanding plus the aggregate Swingline Exposure of all Banks at such time plus the aggregate LC Exposure of all Banks at such time exceeds, or would exceed if such Loans were made, the total Commitments of all Banks at such time, then each Bank shall fund its Pro-rata Share as set forth above, and the Swingline Lender shall be deemed to have granted to each such LenderBank, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, each Bank shall be deemed to pay to have acquired from the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage without recourse or warranty, a participation, to the extent of its Pro-Rata Share, in such Swingline Loan or LoansLoan. Each Revolving Facility Lender Bank acknowledges and agrees that its respective obligation to acquire acquisition of participations in Swingline Loans pursuant to this paragraph in respect of Swingline Loans is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a any Default or reduction or termination Event of the CommitmentsDefault hereunder, and that each such payment shall be made without any offset, abatement, withholding withholding, or reduction whatsoever.
(c) If any portion of any principal payment made by the Borrower to the Swingline Lender on account of any Swingline Loan shall be recovered by or on behalf of the Borrower from the Swingline Lender in bankruptcy or otherwise, the loss of the amount so recovered shall be ratably shared among all of the Banks in accordance with their respective Pro-Rata Shares.
(d) Each Bank acknowledges and agrees that its obligation to reimburse Swingline Loans in accordance with the terms of this Section 2.2 is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the existence of a Default or an Event of Default. Further, each Bank agrees and acknowledges that if prior to the reimbursing of any outstanding Swingline Loans pursuant to this Section 2.2, one of the events described in Section 7.1(h), (i) or (j) shall have occurred, each Bank will, on the date the applicable Revolving Credit Loan would have been made, purchase, without warranty or recourse, an undivided participating interest in the Swingline Loan to be reimbursed in an amount equal to its Pro-Rata Share of the aggregate amount of such Swingline Loan. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire Bank will immediately transfer of to the Swingline Lender, in immediately available funds, the amount of its participation and upon receipt thereof the Swingline Lender will deliver to such Bank a certificate evidencing such participation dated the date of receipt of such funds and for such amount. Whenever, at any time after the Swingline Lender has received from any Bank such Bank’s participating interest in a Swingline Loan, the Swingline Lender receives any payment on account thereof, the Swingline Lender will distribute to such Bank its participating interest in such amount (appropriately adjusted, in the same manner as provided case of interest payments, to reflect the period of time during which such Bank’s participating interest was outstanding and funded).
(e) The parties acknowledge that the Swingline Loan facility referred to in this Section 2.2 is a subfacility of the Revolving Credit Loan facility referred to in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply2.1 above and, mutatis mutandisaccordingly, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments its use by the Borrower in respect shall act to reduce, on a dollar-for-dollar basis, the amount of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded credit otherwise available to the Borrower for any reason. The purchase of participations in a Swingline under such Revolving Credit Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereoffacility.
Appears in 1 contract
Sources: Credit Agreement (Cerner Corp /Mo/)
Swingline Loans. (ai) Subject to The Swingline Lender agrees, on the terms and subject to the conditions set forth herein, each Swingline Lender agrees to make a portion of the Revolving Commitments available to the Borrowers from time to time prior to the Swingline Termination Date by making Swingline Loans to the Borrower from time to time during the Availability Period Borrowers in U.S. Dollars, in an aggregate principal amount at any time outstanding that will not result in Pounds Sterling or Euros (x) each such loan, a “Swingline Loan” and collectively, the aggregate principal amount of outstanding “Swingline Loans exceeding the Swingline Commitment, (y) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding the total Revolving Facility CommitmentsLoans”); provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(b) To request a Swingline Borrowing, the Borrower shall notify the Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m., New York City time on the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which aggregate Dollar Amount of the Swingline Loans outstanding at any one time shall be a Business Day)not exceed the Swingline Committed Amount, (ii) with regard to each Lender individually (other than the amount Swingline Lender in its capacity as such), the Dollar Amount of such Lender’s outstanding Revolving Loans plus its Participation Interests in outstanding Swingline Loans plus its Participation Interests in outstanding LC Obligations shall not at any time exceed such Lender’s Revolving Commitment Percentage of the requested Swingline BorrowingRevolving Committed Amount, (iii) with regard to the term Revolving Lenders collectively, the aggregate Dollar Amount of such Swingline Loan, the Revolving Outstandings shall not exceed the Revolving Committed Amount and (iv) the location and number Swingline Committed Amount shall not exceed the aggregate of the BorrowerRevolving Commitments then in effect. Swingline Loans may be repaid and reborrowed in accordance with the provisions hereof prior to the Swingline Termination Date. Swingline Loans may be made notwithstanding the fact that such Swingline Loans, when aggregated with the Swingline Lender’s account other Revolving Outstandings, exceeds its Revolving Commitment. The proceeds of a Swingline Borrowing may be used, in whole or in part, to which funds are refund any prior Swingline Borrowing.
(ii) The Dollar Amount of all Swingline Loans shall be due and payable on the earliest of (A) the maturity date agreed to be disbursed. Each by the Swingline Lender and the Borrowers with respect to such Swingline Loan, (B) the Swingline Termination Date, (C) the occurrence of a Bankruptcy Event with respect to any Borrower or (D) the acceleration of any Loan or the termination of the Revolving Commitments pursuant to Section 8.02.
(iii) The Swingline Lender may, at any time in its sole discretion, by written notice to ▇▇▇▇▇▇▇▇▇ and the Administrative Agent, demand repayment of its Swingline Loans by way of a Borrowing of Revolving Loans, and each such Lender hereby irrevocably agrees to make a Revolving Loan to the applicable Borrower (which shall make each be initially funded as a Base Rate Loan) in an amount equal to such Lender’s Revolving Commitment Percentage of the Dollar Amount of the Swingline Loan Loans (“Refunded Swingline Loans”) outstanding on the date notice is given; provided that on the date on which any Refunded Swingline Loans that are made in Pounds Sterling or Euros are repaid with the proceeds of Revolving Loans made or deemed to be made by it hereunder the Lenders (other than the Swingline Lender), any such Refunded Swingline Loans shall automatically be converted into Loans made in accordance with Section 2.02(aDollars in which case the applicable Borrower shall be deemed to have requested Revolving Base Rate Loans in Dollars in the Dollar Amount of such Swingline Loans; provided, however, that in the event any Swingline Loans have not been paid by the applicable Borrower when due under clause (ii) on above, any such demand for the proposed date thereof by wire transfer repayment of immediately available funds by 3:00 p.m., New York City time, Swingline Loans under this clause (iii) shall be deemed to have been given one Business Day prior to the account occurrence of any event described in clause (ii) above. Upon such funding of Revolving Loans under this clause (iii), ▇▇▇▇▇▇▇▇▇’▇ obligations to the Swingline Lender (in its capacity as a Swingline Lender, and not as Lender funding its Revolving Commitment Percentage of the Borrower Revolving Loans) in respect of the Refunded Swingline Loans shall be considered fully satisfied.
(or, in iv) In the case of a Revolving Loans made by Lenders other than the Swingline Borrowing made Lender under clause (iii) above, each such Revolving Lender shall make the Dollar Amount of its Revolving Loan available to finance the reimbursement Administrative Agent, in Dollars in same day funds, at the Administrative Agent’s Office, not later than 2:00 P.M. on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Loans shall be immediately delivered to the Swingline Lender (and not to any Borrower) and applied to repay the Refunded Swingline Loans. On the day such Revolving Loans are made, the Swingline Lender’s Revolving Commitment Percentage of the Refunded Swingline Loans shall be deemed to be paid with the proceeds of a Revolving L/C Disbursement as provided in Section 2.05(e), Loan made by remittance to the applicable Issuing Bank).
(c) A Swingline Lender may and such portion of the Swingline Loans deemed to be so paid shall no longer be outstanding as Swingline Loans and shall instead be outstanding as Revolving Loans. Upon receipt by ▇▇▇▇▇▇▇▇▇ of prior written notice given from the Administrative Agent, ▇▇▇▇▇▇▇▇▇ authorizes the Administrative Agent and the Swingline Lender to charge any Borrower’s account with the Administrative Agent (and up to the other amount available in such account) in order to pay immediately to the Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require Lender the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Refunded Swingline Loans in which to the extent amounts received from the Revolving Facility Lenders will participate. Promptly upon receipt of such noticeLenders, including amounts deemed to be received from the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, are not sufficient to repay in full such Revolving Facility Lender’s Revolving Facility Percentage of such Refunded Swingline Loan or Loans. Each If any portion of any such amount paid (or deemed to be paid) to the Swingline Lender should be recovered by or on behalf of any Borrower from the Swingline Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Revolving Facility Lenders in the manner contemplated by Section 2.14.
(v) A copy of each notice given by the Swingline Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment Section 2.01(b) shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph promptly delivered by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline LenderBorrower. Any amounts received Upon the making of a Revolving Loan by a Swingline Revolving Lender from pursuant to this Section 2.01(b), the Borrower (or any other party on behalf of the Borrower) amount so funded shall no longer be owed in respect of its Participation Interest in the related Refunded Swingline Loans.
(vi) If as a Swingline Loan after receipt by such Swingline Lender result of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Bankruptcy Event, Revolving Facility Lenders that shall have Loans are not made their payments pursuant to this paragraph Section 2.01(b) sufficient to repay any amounts owed to the Swingline Lender as a result of a nonpayment of outstanding Swingline Loans, each Revolving Lender agrees to purchase, and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid deemed to have purchased, a participation in such outstanding Swingline Lender or Loans in an amount equal to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.its Revolving Commitment
Appears in 1 contract
Sources: Revolving Credit Agreement (Carpenter Technology Corp)
Swingline Loans. (a1) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make Swingline Loans in Dollars to the Borrower U.S. Borrowers from time to time during the Availability Period in U.S. DollarsPeriod; provided, in an aggregate principal amount at any time outstanding that no such Swingline Loan will not result in be permitted if, after giving effect thereto, (xa) the aggregate principal amount of outstanding Swingline Loans exceeding the would exceed Swingline Commitment, ; (yb) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the U.S. Revolving Facility Credit Exposure exceeding and the Canadian Revolving Facility Credit Exposure would exceed the total U.S./Canadian Revolving Facility Commitments; provided (c) the Swingline Lender’s U.S./Canadian Revolving Facility Credit Exposure would exceed its U.S./Canadian Revolving Facility Commitment; or (d) the U.S. Revolving Facility Credit Exposure would exceed the U.S. Borrowing Base; provided; that no the Swingline Lender shall will not be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower U.S. Borrowers may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(b2) To request a Swingline Borrowing, the Borrower shall applicable U.S. Borrowers will notify the Administrative Agent and the Swingline Lenders Lender of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) email or facsimile), not later than 11:00 a.m.2:00 p.m., New York City time time, on the day of the a proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall will be irrevocable and shall will specify (i) the requested (a) date (which shall will be a Business Day), ) and (iib) the amount of the requested Swingline Borrowing, (iii) . The Swingline Lender will consult with the term Administrative Agent as to whether the making of the Swingline Loan is in accordance with the terms of this Agreement prior to the Swingline Lender funding such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each The Swingline Lender shall will make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a2.02(2) on the proposed date thereof by wire transfer of immediately available funds by 3:00 5:00 p.m., New York City time, to the account of the Borrower applicable Borrowers (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving an L/C Disbursement as provided in Section 2.05(e2.05(5), by remittance to the applicable Issuing Bank); provided that the Swingline Lender will not be obligated to make any Swingline Loan at any time when any Lender is at such time a Defaulting Lender, unless the Swingline Lender (i) is satisfied in its reasonable discretion that the related exposure will be 100% covered by the applicable Revolving Facility Commitments of the non-Defaulting Lenders pursuant to clause (3) below or (ii) has otherwise entered into satisfactory arrangements with the Borrowers or such Lender to eliminate the Swingline Lender’s risk with respect to such Lender.
(c3) A The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, Day require the Revolving Lenders with U.S./Canadian Revolving Facility Lenders Commitments to acquire participations by 2:00 p.m. on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall will specify the aggregate amount of such Swingline Loans in which the applicable Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Revolving Lender, specifying in such notice such Revolving Lender’s applicable Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall will not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default or reduction or termination of the Commitments, and that each such payment shall will be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender with U.S./Canadian Revolving Facility Lender shall Commitments will comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall will apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall will promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. .
(4) The Administrative Agent shall will notify the Borrower Holdings of any participations in any Swingline Loan acquired pursuant to this paragraph (c3), and thereafter payments by the Borrower in respect of such Swingline Loan shall will be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the Borrower Borrowers (or any other party on behalf of the BorrowerBorrowers) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall will be promptly remitted promptly to the Administrative Agent; Agent and any such amounts received by the Administrative Agent shall will be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall will be repaid to such the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower Borrowers for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall (3) will not relieve the Borrower Borrowers of any default in the payment thereof.
(5) If the Maturity Date in respect of any tranche of Revolving Facility Commitments occurs at a time when Extended Commitments are in effect, then (i) on such 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) or refinanced with a borrowing of an Extension pursuant to Section 2.22; provided that, if on the occurrence of the such Maturity Date (after giving effect to any repayments of Revolving Loans and any reallocation of Letter of Credit participations as contemplated in Section 2.05), there shall exist sufficient unutilized Extended Commitments so that the respective outstanding Swingline Loans could be incurred pursuant to the Extended 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 same shall be deemed to have been incurred solely pursuant to the Extended Commitments and such Swingline Loans shall not be so required to be repaid in full on such Maturity Date.
Appears in 1 contract
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each any Swingline Lender agrees to may in its sole discretion, in reliance upon the agreements of the Lenders set forth in this Section 2.03, make loans (each such loan, a “Swingline Loans Loan”), denominated in Dollars, to the Borrower Borrowers from time to time on any Business Day during the Availability Period in U.S. Dollars, applicable to Extending Lenders in an aggregate principal amount not to exceed at any time outstanding the amount of such Swingline Lender’s Swingline Sublimit; provided that will after giving effect to any Swingline Loan, (i) such Swingline Loan, when aggregated with the Revolving Credit Exposure of the Lender acting as such Swingline Lender, shall not result in exceed such Lender’s Commitment, (xii) the aggregate principal amount of all outstanding Swingline Loans exceeding the Swingline Commitment, shall not exceed $50,000,000 and (yiii) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Total Revolving Facility Credit Exposure exceeding shall not exceed the total Revolving Facility Aggregate Commitments; and provided further that no Swingline Lender a Borrower shall be required to make a not use the proceeds of any Swingline Loan to refinance an any outstanding Swingline BorrowingLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower Borrowers may borrow, prepay and reborrow Swingline Loans. All Subject to Section 2.03(c)(ii), each Swingline Loans Loan shall bear interest at a rate that is mutually agreeable to the applicable Swingline Lender and the applicable Borrower at the time such Borrower delivers a Swingline Borrowing Request for a Swingline Loan to such Swingline Lender (the “Agreed Swingline Rate”). Immediately upon the making of a Swingline Loan, each Lender shall be ABR Loans under this Agreementdeemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Lender’s Applicable Percentage multiplied by the amount of such Swingline Loan.
(b) To request a Swingline Borrowing, the a Borrower shall notify the applicable Swingline Lenders Lender and the Administrative Agent of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m.2:00 p.m., New York City time time, on the day of the a proposed Swingline Borrowing. Each such notice and telephonic Swingline Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or by facsimile transmission or electronic transmission (in .pdf format) to the applicable Swingline Lender and the Administrative Agent of a written Swingline Borrowing Request signed by the Borrower requesting the Swingline Borrowing. Each such telephonic and written Swingline Borrowing Request shall specify (i) the requested date of such Swingline Borrowing (which shall be a Business Day), ) and (ii) the amount of the requested Swingline Borrowing, (iii) which shall be an integral multiple of $500,000 and not less than $1,000,000. Upon receiving a Swingline Borrowing Request, the term of applicable Swingline Lender may, in its sole discretion, either reject such request or agree to make such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each it being understood that no Swingline Lender shall be under any obligation to make each any Swingline Loan to be any Borrower at any time. If a Swingline Lender agrees to make a Swingline Loan to any Borrower, it shall make such Swingline Loan available to such Borrower by means of a credit (if JPMorgan is the applicable Swingline Lender) to the general deposit account of such Borrower with the Administrative Agent (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 3.01(e), by it hereunder in accordance with Section 2.02(aremittance to the applicable Issuing Bank) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, on the requested date of such Swingline Borrowing.
(i) Any Swingline Lender at any time in its sole and absolute discretion may request, on behalf of the Borrowers (which hereby irrevocably authorize such Swingline Lender to so request on their behalf), that each Lender make an ABR Loan in an amount equal to such Lender’s Applicable Percentage of the amount of Swingline Loans made by such Swingline Lender then outstanding. Any such request shall be made in writing (which written request shall be deemed to be a Borrowing Request for purposes hereof) and in accordance with the requirements of Section 2.02 (without regard to the minimum and multiples specified in Section 2.01 for the principal amount of ABR Borrowings) and the conditions set forth in Section 5.02. The applicable Swingline Lender shall furnish the Borrowers with a copy of the applicable Borrowing Request promptly after delivering such notice to the Administrative Agent. Each Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Borrowing Request available to the Administrative Agent, for the account of the applicable Swingline Lender, by wire transfer of immediately available funds, by 1:00 p.m., New York City time, on the day specified in such Borrowing Request, to the account of the Borrower (orAdministrative Agent most recently designated by it for such purpose by notice to the Lenders, in the case of a Swingline Borrowing made whereupon, subject to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e2.03(c)(ii), by remittance each Lender that so makes funds available shall be deemed to have made an ABR Loan to the applicable Issuing Bank)Borrower in such amount. The Administrative Agent shall remit the funds so received to the applicable Swingline Lender.
(cii) A If for any reason any Swingline Loan cannot be refinanced by a Borrowing of Revolving Credit Loans in accordance with Section 2.03(c)(i), the request for ABR Loans submitted by a Swingline Lender may as set forth in Section 2.03(c)(i) shall be deemed to be a request by written notice given such Swingline Lender that each of the Lenders fund its risk participation in the relevant Swingline Loan and each such Lender’s payment to the Administrative Agent (and to for the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount account of such Swingline Loans Lender pursuant to Section 2.03(c)(i) shall be deemed payment in which the Revolving Facility Lenders will participate. Promptly upon receipt respect of such notice, participation. From and after the Administrative Agent will give notice thereof date when the Lenders are required to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay make funds available to the Administrative Agent for the account of the applicable Swingline Lender for the purpose of funding the Lenders’ risk participations in any Swingline Loans made by such Swingline Lender, such Swingline Loans shall bear interest at the rate applicable to ABR Revolving Facility Credit Borrowings as provided in Section 2.10(a) rather than the applicable Agreed Swingline Rate.
(iii) If any Lender fails to make available to the Administrative Agent for the account of any Swingline Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(i), then such Swingline Lender shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such Swingline Lender at a rate per annum equal to the greater of the Federal Funds Effective Rate and a rate determined by such Swingline Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such Swingline Lender in connection with the foregoing. If such Lender pays such amount, the amount so paid (excluding the interest and fees referred to in the immediately preceding sentence) shall constitute such Lender’s Revolving Facility Percentage Loan included in the relevant Borrowing or funded participation in the relevant Swingline Loan, as the case may be. A certificate of such the applicable Swingline Loan or Loans. Lender submitted to any Lender (through the Administrative Agent), with respect to any amounts owing under this Section 2.03(c)(iii) shall be conclusive absent manifest error.
(iv) Each Revolving Facility Lender acknowledges and agrees that its respective Lender’s obligation to acquire make Revolving Credit Loans or to purchase and fund risk participations in Swingline Loans pursuant to this paragraph is Section 2.03(c) shall be absolute and unconditional and shall not be affected by any circumstance circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the applicable Swingline Lender, the applicable Borrower or any other Person for any reason whatsoever, including (B) the occurrence and or continuance of a Default Default, or reduction (C) any other occurrence, event or termination condition, whether or not similar to any of the Commitments, and foregoing; provided that each such payment Lender’s obligation to make Revolving Credit Loans (but not fund risk participations) pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 5.02. Funding of risk participations in accordance with this Section shall be not relieve or otherwise impair the obligation of any Borrower to repay Swingline Loans made without any offsetto it, abatement, withholding or reduction whatsoever. Each Revolving Facility together with interest as provided herein.
(v) For the avoidance of doubt no Non-Extending Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 have any Swingline Exposure with respect to Loans any Swingline Loan made by such Revolving Facility on or after the Existing Maturity Date.
(i) At any time after any Lender (has purchased and Section 2.06 shall applyfunded a risk participation in a Swingline Loan, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to if the applicable Swingline Lender receives any payment on account of such Swingline Loan, such Swingline Lender will distribute to such Lender its Applicable Percentage thereof in the amounts so same funds as those received by it such Swingline Lender.
(ii) If any payment received by the applicable Swingline Lender in respect of principal or interest on any Swingline Loan is required to be returned by such Swingline Lender under any of the circumstances described in Section 11.19 (including pursuant to any settlement entered into by such Swingline Lender in its discretion), each Lender shall pay to such Swingline Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the Revolving Facility Lendersdate of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Effective Rate. The Administrative Agent shall notify will make such demand upon the Borrower request of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.
(e) Each Swingline Lender from shall be responsible for invoicing the applicable Borrower (or any other party for interest on behalf of the Borrower) in respect of a Swingline Loan after receipt Loans made by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments Borrower. Until each Lender funds its ABR Loan or risk participation pursuant to this paragraph and Section 2.03 with respect to any Swingline Loan, interest in respect of such Applicable Percentage shall be solely for the account of the applicable Swingline Lender, as their interests may appear; provided that .
(f) Each Borrower shall make all payments of principal and interest in respect of each Swingline Loan made to it by any such payment so remitted shall be repaid Swingline Lender directly to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofaccordance with Section 2.07.
Appears in 1 contract
Swingline Loans. (a) Subject to the terms and conditions herein set forth hereinforth, each the Swingline Lender agrees to make Swingline Loans loans to the Borrower at any time and from time to time during on or after the Availability Period in U.S. DollarsClosing Date and until the termination its Swingline Commitment, in an aggregate principal amount at any time outstanding that will not result in (xi) the aggregate principal amount of outstanding all Swingline Loans exceeding $25,000,000 in the Swingline Commitment, aggregate or (yii) the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Aggregate Revolving Facility Credit Exposure exceeding the total Total Revolving Facility CommitmentsCredit Commitment; provided that no notwithstanding the foregoing, the Swingline Lender shall not be required obligated to make any Swingline Loans at a time when a Revolving Credit Lender is a Defaulting Lender, unless the Swingline Lender has entered into arrangements reasonably satisfactory to it and the Borrower to eliminate the Swingline Lender’s risk with respect to the Defaulting Lender’s participation in such Swingline Loans, including by cash collateralizing such Defaulting Lender’s Pro Rata Percentage of the outstanding amount of Swingline Loans. Each Swingline Loan shall be denominated in dollars and shall be in a principal amount that is a minimum amount of $100,000 and integral multiple of $100,000 in excess thereof. The Swingline Commitment may be terminated or reduced from time to refinance an outstanding Swingline Borrowingtime as provided herein. Within the foregoing limits and subject to the terms and conditions set forth hereinlimits, the Borrower may borrow, pay or prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreementhereunder, subject to the terms, conditions and limitations set forth herein without any premium or penalty.
(b) To request a Swingline Borrowing, the The Borrower shall notify the Swingline Lenders of such request Lender by fax, or by telephone (promptly confirmed by a Swingline Borrowing Request by telecopy) fax), not later than 11:00 a.m., New York City time 12:30 p.m. on the day Business Day of the a proposed Swingline BorrowingLoan. Each such Such notice and Swingline Borrowing Request shall be delivered on a Business Day, shall be irrevocable and shall refer to this Agreement and shall specify (i) the requested date (which shall be a Business Day), (ii) the and amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each The Swingline Lender shall make each Swingline Loan available to be made such Borrower by it hereunder in accordance with Section 2.02(a) means of a credit to an account designated by the Borrower promptly on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, in the case of a such Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)Loan is so requested.
(c) A The Borrower shall have the right at any time and from time to time to prepay any Swingline Loan, in whole or in part, upon giving written or fax notice by such Borrower (or telephone notice promptly confirmed by written, or fax notice) to the Swingline Lender before 2:00 p.m. on the date of prepayment at the Swingline Lender’s address for notices specified in Section 9.01; provided that any such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
(d) Each Swingline Loan shall be an ABR Loan and, subject to the provisions of Section 2.07, shall bear interest as provided in Section 2.06(a).
(e) The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time 11:00 a.m. on any Business Day, Day require the Revolving Facility Credit Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itoutstanding. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Credit Lenders will participate. Promptly The Administrative Agent will, promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Revolving Credit Lender, specifying in such notice such Lender’s Revolving Facility Pro Rata Percentage of such Swingline Loan or LoansLoan. Each In furtherance of the foregoing, each Revolving Facility Credit Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility Credit Lender’s Revolving Facility Pro Rata Percentage of such Swingline Loan or LoansLoan. Each Revolving Facility Credit Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination an Event of the CommitmentsDefault, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Credit Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 2.02(c) with respect to Loans made by such Revolving Facility Lender (and Section 2.06 2.02(c) shall apply, mutatis mutandis, to the payment obligations of the Lenders), ) and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Credit Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall and be remitted promptly distributed by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower (or other party liable for obligations of the Borrower) of any default in the payment thereof.
Appears in 1 contract
Sources: Credit Agreement (Nuveen Investments Holdings, Inc.)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make Swingline Loans to the Parent Borrower from time to time during the Revolving Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding that will not result in (xi) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment, $20,000,000 or (yii) the outstanding Swingline Loans sum of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the total Revolving Facility Credit Exposure Exposures exceeding the total Revolving Facility Commitments; provided that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. On the last day of each month during the Revolving Availability Period, the Parent Borrower shall repay any outstanding Swingline Loans. Within the foregoing limits and subject to the terms and conditions set forth herein, the Parent Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(b) To request a Swingline BorrowingLoan, the Parent Borrower shall notify the Swingline Lenders Administrative Agent of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) ), not later than 11:00 a.m.12:00 noon, New York City time time, on the day of the a proposed Swingline BorrowingLoan. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the and amount of the requested Swingline Borrowing, (iii) Loan. The Administrative Agent will promptly advise the term Swingline Lender of any such Swingline Loan, and (iv) notice received from the location and number of the Parent Borrower’s account to which funds are to be disbursed. Each The Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the Parent Borrower by means of a credit to the general deposit account of the Parent Borrower with the Swingline Lender (or, in the case of a Swingline Borrowing Loan made to finance the reimbursement of a Revolving L/C an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. The Parent Borrower shall not request a Swingline Loan if at the time of and immediately after giving effect to such request a Default has occurred and is continuing.
(c) A The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m.12:00 noon, New York City time time, on any Business Day, Day require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itoutstanding. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Revolving Lender, specifying in such notice such Lender’s Revolving Facility 's Applicable Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.of
Appears in 1 contract
Sources: Credit Agreement (Trimas Corp)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make Swingline Loans to the Borrower Borrower, in Dollars, at any time and from time to time during on and after the Availability Period in U.S. DollarsClosing Date, in an aggregate principal amount at any time outstanding that will not result in (x) and until the aggregate principal amount earlier of outstanding Swingline Loans exceeding the Initial Revolving Credit Maturity Date and the termination of the Swingline Commitment, (y) Loan Commitment in accordance with the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitmentsterms hereof; provided that no Swingline Lender Loan may be advanced unless, after giving effect to any Borrowing of Swingline Loans, (i) the Swingline Exposure shall not exceed the Swingline Sublimit, (ii) the aggregate Revolving Credit Exposure shall not exceed the aggregate Revolving Credit Commitments and (iii) the aggregate amount of the Additional Revolving Credit Exposure attributable to any Class of Additional Revolving Credit Commitments does not exceed the aggregate amount of the Additional Revolving Credit Commitments of such Class. For the avoidance of doubt, except for the purpose of calculating the Commitment Fee Rate, any advance of Swingline Loans shall reduce the availability under the Revolving Credit Commitment on a dollar-for-dollar basis. Each Swingline Loan shall be required to make in a minimum principal amount of not less than $100,000 or such lesser amount as may be agreed by the Swingline Lender; provided that a Swingline Loan may be made in a lesser aggregate amount that is (x) equal to refinance the entire aggregate unused Revolving Credit Commitments or (y) required to finance the reimbursement of an outstanding Swingline BorrowingLC Disbursement as contemplated by Section 2.05(e). Within the foregoing limits and subject to the terms terms, conditions and conditions limitations set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans may be borrowed, paid, repaid and reborrowed. Each Swingline Loan shall be ABR subject to all the terms and conditions applicable to other Revolving Loans under this Agreementexcept that all payments thereon (including interest) shall be payable to the Swingline Lender solely for its own account.
(b) To request a Swingline BorrowingLoan, the Borrower shall notify the Swingline Lenders Administrative Agent of such request by telephone (confirmed in writing not later than 2:00 p.m. on the day of the proposed Swingline Loan. Each such notice shall be irrevocable and shall be in a form of written Borrowing Request, appropriately completed and signed by a Swingline Borrowing Request Responsible Officer of the Borrower and must be received by telecopythe Administrative Agent (by hand delivery, fax or other electronic transmission (including “.pdf” or “.tif”)) not later than 11:00 a.m., New York City time 2:00 p.m. on the day of the proposed Swingline Borrowing. Each such notice and Swingline written Borrowing Request shall be irrevocable and shall specify the following information in compliance with Section 2.02: (i) the Class of such Borrowing, (ii) the aggregate amount of the requested Borrowing; (iii) the date (of such Borrowing, which shall be a Business Day), ; (iiiv) the amount of the requested Swingline that such Borrowing is to be an ABR Borrowing, (iii) the term of such Swingline Loan, ; and (ivv) the location and number of the Borrower’s account or any other designated account(s) to which funds are to be disbursed. Each The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to be made the Borrower pursuant to instructions previously agreed upon between the Swingline Lender and the Borrower by it hereunder in accordance with Section 2.02(a) 4:00 p.m. on the proposed requested date thereof by wire transfer of immediately available funds by 3:00 p.m.such Swingline Loan. Each Revolving Lender acknowledges and agrees that in making any Swingline Loan, New York City timethe Swingline Lender shall be entitled to rely, to and shall not incur any liability for relying, upon the account representations and warranties of the Borrower (or, in the case of a Swingline Borrowing deemed made pursuant to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)4.02.
(c) A The Swingline Lender may may, by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time 1:00 p.m. on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itoutstanding, and the Revolving Lenders shall be obligated to purchase participations in any Swingline Loan on a pro rata basis based on their Applicable Percentage of Initial Revolving Credit Commitments. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Revolving Lender, specifying in such notice such Lender’s Applicable Revolving Facility Credit Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agreesagrees to pay, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such ▇▇▇▇▇▇’s Applicable Revolving Facility Lender’s Revolving Facility Credit Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation obligations under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 2.07 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 2.07 shall apply, mutatis mutandis, to the payment obligations of the LendersRevolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly pay remit to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall promptly notify the Borrower of any participations in any Swingline Loan Loans acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan Loans shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. Notwithstanding anything herein to the contrary, (1) such obligations of such Swingline Lender to make Swingline Loans hereunder (but not to purchase and fund risk participations in Swingline Loans pursuant to Section 2.04(c)) are subject to the condition that such Swingline Lender had not received prior notice from the Borrower or the Required Lenders that any of the conditions under Section 4.02 to the making of the applicable Swingline Loans were not satisfied and (2) the Swingline Lender shall not be obligated to make any Swingline Loans (i) if it has elected not to do so after the occurrence and during the continuation of a Default or Event of Default, (ii) it does not in good faith believe that all conditions under Section 4.02 to the making of such Swingline Loan have been satisfied or waived by the Required Lenders or (iii) if any of the Revolving Lenders is a Defaulting Lender but, in the case of this clause (iii) only to the extent that (A) the Defaulting Lender’s participation in such Swingline Loan may not be reallocated pursuant to Section 2.21(d)(i) or (B) other arrangements reasonably satisfactory to it and Borrower (including pursuant to Section 2.21(d)(ii)) to eliminate the 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.
Appears in 1 contract
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each Swingline Lender agrees to make Swingline Loans denominated in Dollars to the Borrower from time to time during the Availability Period Period, which shall, as contemplated by the Security Agreement, consist of either a Customer Loan or a Firm Loan (and each such Swingline Loan (or any portion thereof) may be redesignated from time to time in U.S. Dollarsaccordance with, and subject to the limitations contained in Section 6 of the Security Agreement as a Customer Loan or Firm Loan), in an aggregate principal amount at any time outstanding that will not result in (xi) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment, (y) the outstanding Swingline Loans of any Swingline Lender exceeding its Swingline Commitment (except to the extent such Swingline Lender exceeding otherwise agrees at the time of any such Swingline Lender’s Swingline Commitments or Loan), (zii) the sum of the total Revolving Facility Credit Exposure Exposures exceeding the total Commitments, (iii) the sum of the total Customer Revolving Facility CommitmentsCredit Exposures exceeding the aggregate Loan Value of the Customer Pledged Eligible Assets or (iv) the sum of the total Firm Revolving Credit Exposures exceeding the aggregate Loan Value of the Firm Pledged Eligible Assets; provided that no Swingline Lender shall be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall not be ABR Loans under this Agreementrequired to be borrowed from the Swingline Lenders on a pro rata basis.
(b) To request a Swingline Borrowing, the Borrower shall (i) notify the Swingline Lenders Administrative Agent of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) facsimile (or in any other manner approved pursuant to Section 9.01(b))), not later than 11:00 a.m.4:00 p.m., New York City time time, on the day of the proposed Swingline Borrowing. Each such , which notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the and amount of the requested Swingline BorrowingLoan and whether such Swingline Loan will be designated a Customer Loan or a Firm Loan and (ii) in connection with such request, (iii) and in any event no later than [one hour] prior to the term time by which it expects the proceeds of such Swingline LoanBorrowing to be made available to it, the Borrower shall also deliver a Pledged Eligible Assets Notice to the Administrative Agent detailing the Eligible Assets, if any, that will be pledged under the Security Agreement in connection with such Swingline Borrowing, whether such Eligible Assets are designated as Customer Pledged Eligible Assets or Firm Pledged Eligible Assets and the respective Loan Values thereof. The Administrative Agent will promptly advise the relevant Swingline Lender of any such notice received from the Borrower and shall calculate the aggregate Loan Value of the Pledged Eligible Assets, including those referred to in clause (ii), and promptly notify the Borrower and each applicable Swingline Lender if the requirements of Sections 2.01(c) and (ivd) the location and number of the Borrower’s account to which funds are to be disbursednot satisfied. Each Such Swingline Lender shall make each such Swingline Loan available to the Borrower, or less such portion thereof as may be made borrowed by it hereunder the Borrower within the requirements of Sections 2.01(c) and (d) (as determined by reference to the Pledged Eligible Assets as to which the Administrative Agent already has a perfected security interest pursuant to the Security Agreement), by promptly transferring the amounts so received, in accordance with Section 2.02(a) on the proposed date thereof like funds, by wire transfer means of immediately available funds a credit by 3:00 6:00 p.m., New York City time, on the requested date of such Swingline Loan to the general deposit account of the Borrower in New York with the Swingline Lender or to an account maintained with the Administrative Agent or such Swingline Lender and designated by the Borrower in the request for such Swingline Loan. The Swingline Lender shall notify the Borrower if any portion of such amounts is not so transferred and shall hold such portion pending compliance with the requirements of Sections 2.01(c) and (d) or, in if applicable and the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e)Borrower so requests, by remittance return such portion ratably to the applicable Issuing Bank)Swingline Lenders. Any such portion not returned to the Lenders by [ ] p.m., New York City time, shall be deemed to be an outstanding Swingline Loan until the next Business Day.
(c) A Swingline Loan shall be a Fed Funds Loan.
(d) A Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time time, on any Business Day, Day require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding its Swingline Loans made by itoutstanding. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or LoansLoan. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable such Swingline Lender, such Revolving Facility Lender’s Revolving Facility Applicable Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.in
Appears in 1 contract
Sources: Revolving Credit Facility (MF Global Holdings Ltd.)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each a Swingline Lender agrees to shall make Swingline Loans to the Revolving Borrower from time to time during the Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding that will not result in (xi) the Dollar Equivalent of the aggregate principal amount of outstanding Swingline Loans exceeding the Aggregate Swingline Commitment, (ii) the Dollar Equivalent of the aggregate principal amount of outstanding Swingline Foreign Currency Loans exceeding the Swingline Foreign Currency Sublimit, (iii) the Aggregate Revolving Credit Exposure exceeding the Aggregate Commitments, (iv) with respect to any Swingline Lender, the sum of (x) the Swingline Exposure of such Swingline Lender (in its capacity as a Swingline Lender and a Lender), (y) the Dollar Equivalent of the aggregate principal amount of outstanding Revolving Loans made by such Swingline Loans Lender (in its capacity as a Lender) and (z) the LC Exposure of such Swingline Lender (in its capacity as a Lender) exceeding its Commitment, (v) the principal amount of all Swingline Loans made by such Swingline Lender outstanding at such time, exceeding such Swingline Lender’s Swingline Commitments Commitment of the applicable currency or (zvi) the Revolving Facility Credit Exposure of any Lender exceeding the total Revolving Facility Commitmentsits Commitment; provided that no the Swingline Lender Lenders shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. Notwithstanding the foregoing, only the Swingline Foreign Currency Lenders shall be required to make Swingline Foreign Currency Loans. Upon the Borrowing of any Loan under Section 2.01, any outstanding Swingline Loans shall be repaid in full. Swingline Loans with respect to a particular currency shall be made ratably (on a several and not joint basis and calculated based on such Swingline Lender’s Swingline Commitment to the total Swingline Commitments of all applicable Swingline Lenders of such currency) by each applicable Swingline Lender of such currency. Within the foregoing limits and subject to the terms and conditions set forth herein, the Revolving Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Dollar Loans shall be ABR Loans under this AgreementBorrowings; provided that the Administrative Agent may request that a Swingline Loan be maintained as a Eurocurrency Borrowing.
(b) To request a Swingline Borrowing:
(i) in the case of a Swingline Dollar Loan to the Revolving Borrower, the Revolving Borrower shall notify the Swingline Lenders Administrative Agent of such request (which request shall be in writing or by telephone (confirmed promptly by means of a Swingline written Borrowing Request delivered to the Administrative Agent in a form approved by telecopythe Administrative Agent and signed by the Revolving Borrower (it being agreed no obligation to fund any Swingline Loan shall arise until the later of (x) the required funding time set forth herein and (y) 30 minutes after receipt of such written Borrowing Request), unless otherwise agreed to by the Administrative Agent), not later than 11:00 a.m.2:30 p.m. (or such other time agreed to by the Revolving Borrower and the applicable Swingline Lender), New York City time time, on the day of the such proposed Swingline BorrowingLoan, and
(ii) in the case of a Swingline Foreign Currency Loan, the Revolving Borrower shall notify the Administrative Agent of such request (which request shall be in writing or by telephone confirmed promptly by means of a written Borrowing Request delivered to the Administrative Agent in a form approved by the Administrative Agent and signed by the Revolving Borrower (it being agreed no obligation to fund any Swingline Foreign Currency Loan shall arise until the later of (x) the required funding time set forth herein and (y) 30 minutes after receipt of such written Borrowing Request), unless otherwise agreed to by the Administrative Agent), not later than 10:00 a.m. (or such other time agreed to by the Revolving Borrower and such Swingline Foreign Currency Lender), Local Time, on the day of such proposed Swingline Foreign Currency Loan. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (iA) the requested date (which shall be a Business Day), (iiB) whether such Swingline Loan is to be a Swingline Dollar Loan or a Swingline Foreign Currency Loan, (C) the amount of the requested Swingline Borrowing, and (iiiD) in the case of a Swingline Borrowing denominated in a Foreign Currency, the Interest Period requested to be applicable thereto, which shall be a period contemplated by clause (b) of the definition of the term of “Interest Period”. The Administrative Agent shall promptly advise the applicable Swingline Lender or the Affiliate designated by the applicable Swingline Lender for such Swingline Borrowing of any such notice received. In the case of Swingline Foreign Currency Loans, the applicable Swingline Foreign Currency Lenders and the Revolving Borrower shall agree upon the interest rate applicable to such Swingline Foreign Currency Loan, provided that if such agreement cannot be reached prior to 10:00 a.m., Local Time, or such other time agreed to by the applicable Swingline Foreign Currency Lender and (iv) the location Revolving Borrower, then such Swingline Foreign Currency Loan shall not be made. In addition to any other requirements for obtaining a Swingline Foreign Currency Loan, the Revolving Borrower shall comply with all applicable legal and number regulatory requirements. Any funding of the Borrower’s account to which funds are to be disbursed. Each a Swingline Loan by a Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 3:30 p.m., New York City timeLocal Time, to the account of the Administrative Agent. The Administrative Agent will make such Swingline Loan available to the Revolving Borrower by promptly crediting the amounts so received, in like funds, to the account of the Revolving Borrower with the Administrative Agent (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).
(c) A Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify determine the Borrower procedures to be followed by the Swingline Foreign Currency Lenders to ensure that the Dollar Equivalent of any participations in the aggregate principal amount of the Swingline Foreign Currency Loans does not exceed the amount permitted by Section 2.04(a) at the time any Swingline Foreign Currency Loan acquired pursuant is made and to this paragraph (censure that the amount of Advances made does not exceed the amounts permitted by Section 2.01(a), and thereafter payments each Swingline Foreign Currency Lender and the other parties hereto agrees to abide by such procedures. If the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or Loans at any other party on behalf time exceed any of the Borroweramounts permitted by Section 2.01(a) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.or
Appears in 1 contract
Swingline Loans. (a) Subject to the terms and conditions of this Agreement, the Swingline Lender agrees, in reliance upon the agreements of the other Revolving Lenders set forth herein, each Swingline Lender agrees to make revolving credit loans (the “Swingline Loans Loans”) to the Borrower from time to time during on any Business Day from and including the Availability Period in U.S. DollarsClosing Date, to, but excluding, the Termination Date in an aggregate principal amount not to exceed at any time outstanding that will not result in (x) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline CommitmentSublimit; provided, (y) however, that after giving effect to any Swingline Loan, the outstanding Swingline Loans of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the Revolving Facility Credit Exposure exceeding the total Revolving Facility Commitments; provided that no Swingline Lender shall be required not have any obligation to make a Swingline Loan to refinance an if: (i) a Default or Event of Default exists or would result from the making of such Swingline Loan, (ii) the sum of outstanding Swingline BorrowingLoans made by the Swingline Lender plus the Swingline Lender’s pro rata share of Letter of Credit Outstandings and Revolving Loans based on the Revolving Lender’s Applicable Revolving Commitment Percentage would exceed that Revolving Lender’s Revolving Loan Commitment, or (iii) the sum of outstanding Revolving Loans made by all Revolving Lenders plus all Letter of Credit Outstandings and Swingline Loans would exceed the lesser of (A) the aggregate Revolving Commitments of all Revolving Lenders and (B) the Borrowing Base. Within Swingline Loans will be comprised solely of Base Rate Loans and may be repaid and reborrowed in accordance with the foregoing limits provisions hereof. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and subject hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a participation interest in such Swingline Loan in an amount equal to the terms product of such Lender’s Revolving Commitment Percentage thereof. The principal balance of the Swingline Loans referred to in the Second Amended and conditions set forth hereinRestated Credit Agreement and outstanding on the Closing Date shall be deemed outstanding as Swingline Loans under this Agreement on the Closing Date. Similarly, the Borrower may borrowaccrued but unpaid interest, prepay and reborrow Swingline Loans. All if any, on such Swingline Loans shall be ABR deemed owing as accrued but unpaid interest on the Swingline Loans under this Agreement.
(b) To request a Swingline Borrowing, the Borrower shall notify the Swingline Lenders of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) not later than 11:00 a.m., New York City time on the day of the proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan, and (iv) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).
(c) A Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or any other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall be remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
Appears in 1 contract
Sources: Credit Agreement (QC Holdings, Inc.)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, each the Swingline Lender agrees to make Swingline Loans to the Parent Borrower from time to time during the Revolving Availability Period in U.S. DollarsPeriod, in an aggregate principal amount at any time outstanding that will not result in (xi) the aggregate principal amount of outstanding Swingline Loans exceeding the Swingline Commitment, $20,000,000 or (yii) the outstanding Swingline Loans sum of such Swingline Lender exceeding such Swingline Lender’s Swingline Commitments or (z) the total Revolving Facility Credit Exposure Exposures exceeding the total Revolving Facility Commitments; provided that no the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline BorrowingLoan. On the last day of each month during the Revolving Availability Period, the Parent Borrower shall repay any outstanding Swingline Loans. Within the foregoing limits and subject to the terms and conditions set forth herein, the Parent Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans shall be ABR Loans under this Agreement.
(b) To request a Swingline BorrowingLoan, the Parent Borrower shall notify the Swingline Lenders Administrative Agent of such request by telephone (confirmed by a Swingline Borrowing Request by telecopy) ), not later than 11:00 a.m.12:00 noon, New York City time time, on the day of the a proposed Swingline BorrowingLoan. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) the and amount of the requested Swingline Borrowing, (iii) Loan. The Administrative Agent will promptly advise the term Swingline Lender of any such Swingline Loan, and (iv) notice received from the location and number of the Parent Borrower’s account to which funds are to be disbursed. Each The Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., New York City time, to the Parent Borrower by means of a credit to the general deposit account of the Parent Borrower with the Swingline Lender (or, in the case of a Swingline Borrowing Loan made to finance the reimbursement of a Revolving L/C an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. The Parent Borrower shall not request a Swingline Loan if at the time of and immediately after giving effect to such request a Default has occurred and is continuing.
(c) A The Swingline Lender may by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m.12:00 noon, New York City time time, on any Business Day, Day require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by itoutstanding. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Revolving Lender, specifying in such notice such Lender’s Revolving Facility 's Applicable Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent Agent, for the account of the applicable Swingline Lender, such Revolving Facility Lender’s Revolving Facility 's Applicable Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoeverwhatsoever (provided that such payment shall not cause such Lender's Revolving Exposure to exceed such Lender's Revolving Commitment). Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the applicable Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Parent Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c)paragraph, and thereafter payments by the Borrower in respect of such Swingline Loan shall be made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a the Swingline Lender from the Parent Borrower (or any other party on behalf of the Parent Borrower) in respect of a Swingline Loan after receipt by such the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted promptly to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to such Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Parent Borrower of any default in the payment thereof.
Appears in 1 contract
Sources: Credit Agreement (Trimas Corp)
Swingline Loans. (a) Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth hereinforth, each Swingline Lender agrees agrees, severally and not jointly, at any time and from time to time on and after the Closing Date and until the earlier of the Business Day immediately preceding the Revolving Credit Maturity Date and the termination of the Swingline Commitment of such Swingline Lender, (i) to make available to any Swingline Borrower Swingline Loans (“Quoted Swingline Loans”) on the basis of quoted interest rates (each, a “Quoted Swingline Rate”) furnished by such Swingline Lender from time to time in its discretion to such Swingline Borrower (through the Administrative Agent) and accepted by such Swingline Borrower in its discretion and (ii) to make Swingline Loans (“ABR Swingline Loans”) to any Swingline Borrower bearing interest at a rate equal to the Borrower from time to time during the Availability Period in U.S. Dollars, Alternate Base Rate in an aggregate principal amount at any time (in the case of this clause (ii)) not to exceed such Swingline Lender’s Swingline Commitment; provided, that after giving effect to each Swingline Loan, the Total Facility Exposure shall not exceed the Total Commitment then in effect. The aggregate outstanding that will not result in (x) the aggregate principal amount of outstanding the Quoted Swingline Loans exceeding of any Swingline Lender, when added to the Swingline Commitment, (y) aggregate outstanding principal amount of the outstanding ABR Swingline Loans of such Swingline Lender exceeding Lender, may exceed such Swingline Lender’s Swingline Commitment; provided, that in no event shall the aggregate outstanding principal amount of the Swingline Loans exceed the aggregate Swingline Commitments then in effect. Each Quoted Swingline Loan shall be made only by the Swingline Lender furnishing the relevant Quoted Swingline Rate. Each ABR Swingline Loan shall be made by the Swingline Lenders ratably in accordance with their respective Swingline Percentages. The Swingline Loans shall be made in a minimum aggregate principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof (z) or an aggregate principal amount equal to the Revolving Facility Credit Exposure exceeding remaining balance of the total Revolving Facility available Swingline Commitments; provided that no ). Each Swingline Lender shall be required to make a the portion of each Swingline Loan to refinance an outstanding be made by it available to any Swingline Borrowing. Within the foregoing limits and subject Borrower by means of a credit to the terms and conditions set forth hereingeneral deposit account of such Swingline Borrower with the Administrative Agent or a wire transfer, at the expense of such Swingline Borrower, to an account designated in writing by such Swingline Borrower, in each case by 3:30 p.m., New York City time, on the date such Swingline Loan is requested to be made pursuant to paragraph (b) below, in immediately available funds. Each Swingline Borrower may borrow, prepay and reborrow Swingline Loans. All Swingline Loans on or after the Closing Date and prior to the Revolving Credit Maturity Date (or such earlier date on which the Commitments shall be ABR Loans under this Agreementterminate in accordance herewith) on the terms and subject to the conditions and limitations set forth herein.
(b) To request a The relevant Swingline Borrowing, the Borrower shall notify give the Swingline Lenders Administrative Agent telephonic, written or telecopy notice substantially in the form of Exhibit B-5 (in the case of telephonic notice, such request by telephone (notice shall be promptly confirmed by a Swingline Borrowing Request by telecopy) not no later than 11:00 a.m.2:30 p.m., New York City time (or, in the case of a proposed Quoted Swingline Loan, 12:00 noon, New York City time), on the day of the a proposed Swingline BorrowingLoan. Each such Such notice and Swingline Borrowing Request shall be delivered on a Business Day, shall be irrevocable (subject, in the case of Quoted Swingline Loans, to receipt by the relevant Swingline Borrower of Quoted Swingline Rates acceptable to it) and shall refer to this Agreement and shall specify (i) the requested date (which shall be a Business Day), (ii) the and amount of the requested Swingline Borrowing, (iii) the term of such Swingline Loan. The Administrative Agent shall promptly advise the Swingline Lenders of any notice received from any Swingline Borrower pursuant to this paragraph (b). In the event that a Swingline Borrower accepts a Quoted Swingline Rate in respect of a proposed Quoted Swingline Loan, and it shall notify the Administrative Agent (ivwhich shall in turn notify the relevant Swingline Lender) the location and number of the Borrower’s account to which funds are to be disbursed. Each Swingline Lender shall make each Swingline Loan to be made by it hereunder in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 such acceptance no later than 2:30 p.m., New York City time, to on the account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of a Revolving L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank)relevant borrowing date.
(c) In the event that any ABR Swingline Loan shall be outstanding for more than five Business Days, the Administrative Agent shall, on behalf of the relevant Swingline Borrower (which hereby irrevocably directs and authorizes the Administrative Agent to act on its behalf), request each Lender, including the Swingline Lenders, to make an ABR Revolving Credit Loan in an amount equal to such Lender’s Revolving Credit Percentage of the principal amount of such ABR Swingline Loan. Unless an event described in Article VI, paragraph (f) or (g), has occurred and is continuing, each Lender will make the proceeds of its Revolving Credit Loan available to the Administrative Agent for the account of the Swingline Lenders at the office of the Administrative Agent prior to 12:00 noon, New York City time, in funds immediately available on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Credit Loans shall be immediately applied to repay the ABR Swingline Loans.
(d) A Swingline Lender that has made an ABR Swingline Loan to a Borrower may at any time and for any reason, so long as Revolving Credit Loans have not been made pursuant to Section 2.6(c) to repay such ABR Swingline Loan as required by said Section, by written notice given to the Administrative Agent (and to the other Swingline Lenders) not later than 10:00 a.m., 12:00 noon New York City time on any Business Day, require the Revolving Facility Lenders to acquire participations on such Business Day in all or a portion of the outstanding such unrefunded ABR Swingline Loans (the “Unrefunded Swingline Loans”), and each Lender severally, unconditionally and irrevocably agrees that it shall purchase an undivided participating interest in such ABR Swingline Loan in an amount equal to the amount of the Revolving Credit Loan which otherwise would have been made by itsuch Lender pursuant to Section 2.6(c), which purchase shall be funded by the time such Revolving Credit Loan would have been required to be made pursuant to Section 2.6(c). Such notice In the event that the Lenders purchase undivided participating interests pursuant to the first sentence of this paragraph (d), each Lender shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Lender’s Revolving Facility Percentage of such Swingline Loan or Loans. Each Revolving Facility Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay immediately transfer to the Administrative Agent Agent, for the account of the applicable such Swingline Lender, in immediately available funds, the amount of its participation. Any Lender holding a participation in an Unrefunded Swingline Loan may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the relevant Swingline Borrower to such Revolving Facility Lender by reason thereof as fully as if such Lender had made a Loan directly to such Swingline Borrower in the amount of such participation.
(e) Whenever, at any time after any Swingline Lender has received from any Lender such Lender’s Revolving Facility Percentage of participating interest in an ABR Swingline Loan, such Swingline Loan or Loans. Each Revolving Facility Lender acknowledges receives any payment on account thereof, such Swingline Lender will promptly distribute to such Lender its participating interest in such amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and agrees funded); provided, however, that its respective in the event that such payment received by such Swingline Lender is required to be returned, such Lender will return to such Swingline Lender any portion thereof previously distributed by such Swingline Lender to it.
(f) Notwithstanding anything to the contrary in this Agreement, each Lender’s obligation to acquire participations make the Revolving Credit Loans referred to in Swingline Loans Section 2.6(c) and to purchase and fund participating interests pursuant to this paragraph is Section 2.6(d) shall be absolute and unconditional and shall not be affected by any circumstance circumstance, including, without limitation, (i) any setoff, counterclaim, recoupment, defense or other right which such Lender or any Swingline Borrower may have against any Swingline Lender, any Swingline Borrower or any other Person for any reason whatsoever, including ; (ii) the occurrence and or continuance of a Default or reduction an Event of Default (other than an Event of Default described in Article VI, paragraph (f) or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds(g), in the same manner as provided case of each Lender’s obligation to make Revolving Credit Loans pursuant to Section 2.6(c)) or the failure to satisfy any of the conditions specified in Section 2.06 with respect Article IV; (iii) any adverse change in the condition (financial or otherwise) of Viacom or any of its Subsidiaries; (iv) any breach of this Agreement by any Borrower or any Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar to Loans made by such Revolving Facility Lender any of the foregoing.
(and Section 2.06 shall apply, mutatis mutandis, g) Upon written or telecopy notice to the payment obligations Swingline Lenders and to the Administrative Agent, Viacom may at any time terminate, from time to time in part reduce, or from time to time (with the approval of the relevant Swingline Lender) increase, the Swingline Commitment of any Swingline Lender. At any time when there shall be fewer than ten Swingline Lenders), Viacom may appoint from among the Lenders a new Swingline Lender, subject to the prior consent of such new Swingline Lender and prior notice to the Administrative Agent Agent, so long as at no time shall promptly pay there be more than ten Swingline Lenders. Notwithstanding anything to the applicable contrary in this Agreement, (i) if any ABR Swingline Lender Loans shall be outstanding at the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower time of any participations termination, reduction, increase or appointment pursuant to the preceding two sentences, the Swingline Borrowers shall on the date thereof prepay or borrow ABR Swingline Loans to the extent necessary to ensure that at all times the outstanding ABR Swingline Loans held by the Swingline Lenders shall be pro rata according to the respective Swingline Commitments of the Swingline Lenders and (ii) in no event may the aggregate Swingline Commitments exceed $300,000,000. On the date of any termination or reduction of the Swingline Loan acquired Commitments pursuant to this paragraph (cg), and thereafter payments by the Borrower Swingline Borrowers shall pay or prepay so much of the Swingline Loans as shall be necessary in respect order that, after giving effect to such termination or reduction, (i) the aggregate outstanding principal amount of the ABR Swingline Loans of any Swingline Lender will not exceed the Swingline Commitment of such Swingline Lender and (ii) the aggregate outstanding principal amount of all Swingline Loans will not exceed the aggregate Swingline Commitments.
(h) Each Swingline Borrower may prepay any Swingline Loan in whole or in part at any time without premium or penalty; provided, that such Swingline Borrower shall be made to have given the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower written or telecopy notice (or any other party telephone notice promptly confirmed in writing or by telecopy) of such prepayment not later than 10:30 a.m., New York City time, on behalf of the Borrower) in respect of a Swingline Loan after receipt Business Day designated by such Swingline Lender of the proceeds of a sale of participations therein Borrower for such prepayment; and provided, further, that each partial payment shall be remitted promptly in an amount that is an integral multiple of $1,000,000. Each notice of prepayment under this paragraph (h) shall specify the prepayment date and the principal amount of each Swingline Loan (or portion thereof) to be prepaid, shall be irrevocable and shall commit such Swingline Borrower to prepay such Swingline Loan (or portion thereof) in the amount stated therein on the date stated therein. All prepayments under this paragraph (h) shall be accompanied by accrued interest on the principal amount being prepaid to the Administrative Agent; any such amounts received by the Administrative Agent date of payment. Each payment of principal of or interest on ABR Swingline Loans shall be remitted promptly by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to such Swingline Lenderallocated, as between the Swingline Lenders, pro rata in accordance with their interests may appear; provided that any such payment so remitted shall be repaid to such respective Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereofPercentages.
Appears in 1 contract
Sources: Credit Agreement (Viacom Inc)