Swingline Loans. Subject to the terms and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans in Dollars to the US Borrower from time to time on and after the Closing Date and until the Latest Maturity Date, in an aggregate principal amount at any time outstanding not to exceed the Swingline Commitment, provided that, (w) the Swingline Lender shall not be required to make any Swingline Loan to refinance any outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments times the amount of such Swingline Loan. Each Swingline Loan shall be secured by the Lien on the US Collateral in favor of the Administrative Agent and shall constitute a US Obligation hereunder.
Appears in 2 contracts
Samples: Abl Credit Agreement (Hayward Holdings, Inc.), Abl Credit Agreement (Hayward Holdings, Inc.)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.242.04, agrees to make Swingline Loans in Dollars to the US Borrower Borrowers from time to time on and during the Availability Period; provided that no such Swingline Loan shall be permitted if, after giving effect thereto, (i) the Closing Date and until the Latest Maturity Date, in an aggregate principal amount at any time of outstanding not to Swingline Loans would exceed the Swingline CommitmentLoan Sublimit or (ii) the aggregate Revolving Credit Exposures would exceed the total Revolving Commitments; provided, provided thatfurther, (w) that the Swingline Lender shall not be required to make any Swingline Loan to refinance any an outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base RateLoans. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments times the amount of such Swingline Loan. Each .
(b) To request a Swingline Loan the applicable Borrower shall be secured by the Lien on the US Collateral in favor of notify the Administrative Agent and Swingline Lender of such request, which may be given by telephone and shall be irrevocable. Each such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 and (ii) the requested 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, appropriately completed and signed by a Responsible Officer of the applicable Borrower. 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 2:00 p.m. on the date of the proposed Swingline Loan Borrowing (A) directing the Swingline Lender not to 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 Section 4.02 is not then satisfied, then, the Swingline Lender shall make such Swingline Loan available to the applicable Borrower by means of a credit to the general deposit account of the applicable Borrower with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an L/C Disbursement as provided in Section 2.05(c), by remittance to the relevant Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.
(i) The Swingline Lender at any time in its sole and absolute discretion may request, on behalf of the applicable Borrower (which hereby irrevocably authorize the Swingline Lender to so request on their 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 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 applicable Borrower with a copy of the applicable Borrowing Request promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Borrowing Request available to the Administrative Agent in Same Day Funds for the account of the Swingline Lender at the Administrative Agent’s Office not later than 1:00 p.m. 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 applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swingline Lender.
(ii) If for any reason any Swingline Loan cannot be refinanced by such Base Rate Loan in accordance with clause (i), 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 Lenders fund its risk participation in the relevant Swingline Loan and such Revolving Lender’s payment to the Administrative Agent for the account of the Swingline Lender 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 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 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 Lender (through the Administrative Agent) with respect to any amounts owing under this clause (ii) shall be conclusive absent manifest error.
(iii) Each Revolving Lender’s obligation to make Base Rate Loans or to purchase and fund risk participations in Swingline Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swingline Lender, the Borrowers or any other Person for any reason whatsoever, (B) the occurrence or continuance of a US Obligation hereunderDefault or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, 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 Borrowers 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 on account of such Swingline Loan, the Swingline Lender will distribute to such Revolving Lender its Applicable Percentage thereof in the same funds as 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 9.08 (including pursuant to any settlement entered into by the Swingline Lender in its discretion), each Revolving Lender shall pay to the Swingline Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight 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 survive the payment in full of the Obligations and the termination of this Agreement.
(e) The Swingline Lender shall be responsible for invoicing the applicable Borrower for interest on the Swingline Loans. Until each Revolving Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Revolving Lender’s Applicable Percentage of any Swingline Loan, interest in respect of such Applicable Percentage shall be solely for the account of the Swingline Lender.
(f) The applicable Borrower(s) 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 a tranche or tranches of Extended 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(j)), there shall exist sufficient unutilized Extended Revolving Commitments so that the respective outstanding Swingline Loans could be incurred pursuant the Extended Revolving Commitments which will remain in effect after the occurrence of such maturity date, then there shall be an automatic adjustment on such date of the participations in such Swingline Loans and same shall be deemed to have been incurred solely pursuant to the relevant Extended Revolving Commitments, and such Swingline Loans shall not be so required to be repaid in full on such earliest maturity date.
Appears in 2 contracts
Samples: Credit Agreement (Genpact LTD), Amendment No. 1 (Genpact LTD)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans in Dollars to the US Borrower from time to time on and after the Closing Date and in dollars until the Latest Maturity Swingline Termination Date, in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the aggregate principal amount of outstanding Swingline Commitment, Loans exceeding $5,000,000 or (ii) the sum of the total Revolving Credit Exposures exceeding the total Revolving Commitments; provided that, (w) that the Swingline Lender shall not be required to make any a Swingline Loan to refinance any an outstanding Swingline Loan. Notwithstanding the foregoing, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation required to make any a Swingline Loan if it has(i) any Revolving Lender shall be a Defaulting Lender, or by (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 Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be that the conditions set forth in a minimum principal amount of Section 5.2 have not less than $50,000 or been satisfied and such lesser amount conditions remain unsatisfied as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as requested time of the aggregate principal amount making of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such 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 may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of Loans.
(b) To request a Swingline Loan, each Revolving Lender the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 3:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be deemed toirrevocable and shall specify (i) the aggregate principal amount to be borrowed, (ii) the requested date of such Borrowing, and hereby irrevocably (iii) the amount of, and unconditionally agrees tothe length of the Swingline Interest Period for, purchase from each Swingline Loan, provided, however, that no such Swingline Interest Period shall end after the Business Day immediately preceding the Swingline Termination Date. 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 the Borrower by means of a risk participation credit to the general deposit account of the 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 2.9(e), by remittance to the Issuing Bank) by 3:30 p.m., New York City time, on the requested date of such Swingline Loan.
(a) The Swingline Lender may by written notice given to the Administrative Agent not later than 11:00 a.m., New York City time, on any Business Day notify the Administrative Agent that the Swingline Lender is requesting that each Lender, and the Administrative Agent may (with the consent of Lenders holding more than 50% of the total Swingline Exposure) or shall (at the request of Lenders holding more than 50% of the total Swingline Exposure) 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 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 Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. In either such case (i) the Administrative Agent shall notify each Lender of the details thereof and of the amount of such Lender’s Revolving Loan or participation interest, as the case may be, 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 Loan hereunder shall have been fulfilled, or any other matter whatsoever, make the Revolving Loan required to be made by it, or purchase the participation required to be purchased 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 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 event that such Lender receives such notice at or after 12:00 noon, New York City time, on any Business Day, by no later than 1:00 p.m. New York City time on the immediately succeeding Business Day. 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 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 such its pro rata Revolving Lender’s Applicable Percentage of Commitment and any amounts paid by the Revolving Credit Commitments times the amount of such Swingline LoanBorrower pursuant to this Section 2.10 that are subsequently rescinded or avoided, or must otherwise be restored or returned. Each Swingline Loan Such liabilities shall be secured absolute and unconditional and without regard to the occurrence of any Default or the compliance by the Lien on Borrower with any of its obligations under the US Collateral in favor of Loan Documents. Whenever the Administrative Agent is reimbursed by the Borrower, for the account of the Swingline Lender, for any payment in connection with Swingline Loans and such payment relates to an amount previously paid by a Lender pursuant to this Section, the Administrative Agent will promptly pay over such payment to such Lender. The purchase of participations in a Swingline Loan or the making by the Lenders of a Revolving Loan pursuant to this paragraph shall constitute a US Obligation hereundernot relieve the Borrower of any default in the payment thereof.
Appears in 2 contracts
Samples: Credit Agreement (Gci, LLC), Credit Agreement (Gci Liberty, Inc.)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans in Dollars to the US Borrower from time to time on and after the Closing Date and in dollars until the Latest Maturity Swingline Termination Date, in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the aggregate principal amount of outstanding Swingline Commitment, Loans exceeding $5,000,000 or (ii) the sum of the total Revolving Credit Exposures exceeding the total Revolving Commitments; provided that, (w) that the Swingline Lender shall not be required to make any a Swingline Loan to refinance any an outstanding Swingline Loan. Notwithstanding the foregoing, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation required to make any a Swingline Loan if it has(i) any Revolving Lender shall be a Defaulting Lender, or by (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 Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be that the conditions set forth in a minimum principal amount of Section 5.2 have not less than $50,000 or been satisfied and such lesser amount conditions remain unsatisfied as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as requested time of the aggregate principal amount making of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such 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 may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of Loans.
(b) To request a Swingline Loan, each Revolving Lender the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 3:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be deemed toirrevocable and shall specify (i) the aggregate principal amount to be borrowed, (ii) the requested date of such Borrowing, and hereby irrevocably (iii) the amount of, and unconditionally agrees tothe length of the Swingline Interest Period for, purchase from each Swingline Loan, provided, however, that no such Swingline Interest Period shall end after the Business Day immediately preceding the Swingline Termination Date. 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 the Borrower by means of a risk participation credit to the general deposit account of the 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 2.9(e), by remittance to the Issuing Bank) by 3:30 p.m., New York City time, on the requested date of such Swingline Loan.
(c) The Swingline Lender may by written notice given to the Administrative Agent not later than 11:00 a.m., New York City time, on any Business Day notify the Administrative Agent that the Swingline Lender is requesting that each Lender, and the Administrative Agent may (with the consent of Lenders holding more than 50% of the total Swingline Exposure) or shall (at the request of Lenders holding more than 50% of the total Swingline Exposure) by written notice given to the Swingline Lender not later than 11:00 a.m., New York City time, on any Business Day 1821445.29\C072091\0303228 require that each Lender, at the option of the Borrower, (i) make a Revolving 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 Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. In either such case (i) the Administrative Agent shall notify each Lender of the details thereof and of the amount of such Lender’s Revolving Loan or participation interest, as the case may be, 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 Loan hereunder shall have been fulfilled, or any other matter whatsoever, make the Revolving Loan required to be made by it, or purchase the participation required to be purchased 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 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 event that such Lender receives such notice at or after 12:00 noon, New York City time, on any Business Day, by no later than 1:00 p.m. New York City time on the immediately succeeding Business Day. 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 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 such its pro rata Revolving Lender’s Applicable Percentage of Commitment and any amounts paid by the Revolving Credit Commitments times the amount of such Swingline LoanBorrower pursuant to this Section 2.10 that are subsequently rescinded or avoided, or must otherwise be restored or returned. Each Swingline Loan Such liabilities shall be secured absolute and unconditional and without regard to the occurrence of any Default or the compliance by the Lien on Borrower with any of its obligations under the US Collateral in favor of Loan Documents. Whenever the Administrative Agent is reimbursed by the Borrower, for the account of the Swingline Lender, for any payment in connection with Swingline Loans and such payment relates to an amount previously paid by a Lender pursuant to this Section, the Administrative Agent will promptly pay over such payment to such Lender. The purchase of participations in a Swingline Loan or the making by the Lenders of a Revolving Loan pursuant to this paragraph shall constitute a US Obligation hereundernot relieve the Borrower of any default in the payment thereof.
Appears in 2 contracts
Samples: Credit and Guarantee Agreement (Gci Inc), Credit and Guarantee Agreement (General Communication Inc)
Swingline Loans. Subject to the terms and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans in Dollars loans to the US Borrower in dollars from time to time on and after any Business Day during the Closing period from the Effective Date and until to the Latest Maturity Date, tenth Business Day preceding the last day of the Availability Period in an aggregate outstanding principal amount at any time outstanding that will not to exceed result in the Swingline CommitmentExposure exceeding the Swingline Commitment or the sum of the total Revolving Exposures exceeding the total Revolving Commitments, provided that, (w) that the Swingline Lender shall not be required obligated to make any a Swingline Loan to refinance any an outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such 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 may Loans. Notwithstanding the foregoing, the Swingline Lender shall not be borrowed, prepaid and reborrowed. Each required to make a Swingline Loan if (i) prior thereto or simultaneously therewith the Borrower shall bear interest only not have borrowed Revolving Loans, or (ii) any Credit Party shall have notified the Swingline Lender in writing at a rate based on least one Business Day prior to the Alternate Base Rate. Immediately upon the making date of a borrowing with respect to such Swingline Loan, each Revolving Lender shall be deemed to, that the conditions set forth in Section 5.2 have not been satisfied 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 conditions remain unsatisfied as of the Revolving Credit Commitments times requested time of the amount making of such Swingline Loan. Each Swingline Loan shall be secured by the Lien due and payable on the US Collateral in favor earlier to occur of the Administrative Agent seventh day after the date such Swingline Loan was made and shall constitute a US Obligation hereunderthe third Business Day preceding the Maturity Date.
Appears in 2 contracts
Samples: Credit Agreement (Virtus Investment Partners, Inc.), Credit Agreement (Virtus Investment Partners, Inc.)
Swingline Loans. Subject to the terms and conditions set forth herein, the (a) The Swingline Lender may, in reliance upon the agreements of the other Lenders set forth in this Section 2.24its discretion, agrees to make Swingline Loans in Dollars to the US Borrower from time to time on and after any Business Day during the Closing Date and until the Latest Maturity Date, Availability Period in an aggregate principal amount at any time outstanding not to exceed the Swingline CommitmentSublimit, provided that, (w) the Swingline Lender shall not be required to make any Swingline Loan to refinance any outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, that the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving outstanding Credit Exposure shall not at any time exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Commitments. Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan Loans shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base RateABR Loans. Immediately upon the making of a Swingline LoanLoan by the Swingline Lender, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments times the amount of such Swingline Loan.
(b) The Borrower shall deliver to the Administrative Agent and the Swingline Lender irrevocable notice (a “Swingline Borrowing Notice”) by hand or facsimile (or by electronic communication, pursuant to arrangements for doing so approved by the Administrative Agent and the Swingline Lender), or notify the Administrative Agent and the Swingline Lender by telephone (promptly confirmed by delivery to the Administrative Agent and the Swingline Lender of a written Swingline Borrowing Notice as provided above), not later than 12:00 a.m., New York City time, on the date of borrowing of a Swingline Loan, specifying (i) the applicable date of such borrowing (which date shall be a Business Day) and (ii) the aggregate amount of the requested Swingline Loan, which shall be an integral multiple of $100,000.
(c) Promptly after receipt of a Swingline Borrowing Notice, the Administrative Agent shall notify each Lender by fax, or other similar form of transmission, of the requested Swingline Loan. Not later than 2:00 p.m., New York City time, on the applicable date of the Borrowing, the Swingline Lender shall make available the Swingline Loan, in funds immediately available, to the Administrative Agent at its address specified pursuant to Section 2.10. The Administrative Agent will promptly make the funds so received from the Swingline Lender available to the Borrower on the date of Borrowing at the Administrative Agent’s aforesaid address.
(i) The Swingline Lender may, at any time and from time to time in its sole and absolute discretion, request, on behalf of the Borrower (which hereby irrevocably authorizes the Swingline Lender to so request on its behalf), on one Business Day’s notice given by the Swingline Lender not later than 11:30 a.m., New York City time, that each Lender make, and each Lender hereby agrees to make, an ABR Loan in an amount equal to such Lender’s Applicable Percentage of the amount of Swingline Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Credit Request for purposes hereof) and in accordance with the requirements of Section 2.3, without regard to the minimums and multiples specified therein, but subject to the aggregate unused Commitments and the conditions set forth in Section 5.2. The Swingline Lender shall furnish the Borrower with a copy of such Credit 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 Credit Request available to the Administrative Agent in immediately available funds for the account of the Swingline Lender at the Administrative Agent’s office not later than 10:00 a.m., New York City time, one Business Day after the date of such Credit Request, whereupon, subject to clause (d)(ii) of this Section, each Revolving Lender that so makes funds available shall be deemed to have made an ABR Loan to the Borrower in such amount.
(ii) If for any reason any Swingline Loan cannot be refinanced by a Revolving Borrowing in accordance with clause (d)(i) of this Section, the request for ABR Loans submitted by the Swingline Lender as set forth herein shall be deemed to be a request by the Swingline Lender (or, if the Swingline Lender has not submitted a request for ABR Loans, the Swingline Lender may request by notice to the Administrative Agent) that each of the Lenders fund its participation in the relevant Swingline Loan and each Lender’s payment to the Administrative Agent for the account of the Swingline Lender pursuant to clause (d)(i) shall be deemed payment in respect of such participation. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan funded pursuant to this clause (d)(ii), and thereafter payments in respect of such Swingline Loan (to the extent of such funded participations) shall be made to the Administrative Agent and not to the Swingline Lender.
(iii) Each Lender agrees that its obligation to acquire participations in Swingline Loans and make Loans pursuant to this Section 2.5 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, counterclaim, recoupment, defense, deduction, abatement, withholding or reduction whatsoever; provided that each Lender’s obligation to make Loans pursuant to this Section is subject to the conditions set forth in Section 5.2.
(iv) Each Lender shall comply with its obligations under this Section 2.5(d) by wire transfer of immediately available funds, in the same manner as provided in Section 2.4 with respect to Revolving Loans made by such Lender (and Section 2.4 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. Any amounts received by the Swingline Lender from the Borrower (or any party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participation was outstanding and funded and, in the case of principal and interest payments, to reflect such Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due) shall be promptly remitted, in like funds received, to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent, in such funds, to the Lenders that shall have made their payments pursuant to this Section 2.5(d) and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or 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 Section 2.5 shall not relieve the Borrower of any default in the payment thereof.
(e) Each Swingline Loan shall be secured paid in full by the Lien Borrower on or before the US Collateral seventh Business Day after the date on which such Swingline Loan was borrowed. No Swingline Loan may be repaid with the proceeds of another Swingline Loan.
(f) Subject to the foregoing provisions of this Section 2.5 and the other provisions of this Agreement, the Borrower may borrow, repay and (if the Swingline Lender so agrees in favor of its discretion) reborrow Swingline Loans during the Administrative Agent and shall constitute a US Obligation hereunderAvailability Period.
Appears in 2 contracts
Samples: Credit Agreement (Cleco Power LLC), Credit Agreement (Cleco Power LLC)
Swingline Loans. (a) The Swingline Lender is authorized by the Lenders to make Swingline Loans up to the Swingline Limit plus the Permitted Overadvances in the aggregate outstanding at any time, upon a notice of Borrowing received by the Administrative Agent and the Swingline Lender (which notice shall be submitted by 1:00 p.m., Boston time, on the Business Day on which such Swingline Loan is requested) (or later, if the Swingline Lender agrees in its discretion). Swingline Loans shall be subject to periodic settlement with the Lenders under Section 2.7 below and shall bear interest at the rate specified in Section 2.10(c) below.
(b) Subject to Article V hereof, upon the terms Lead Borrower's request, Swingline Loans will be made by the Swingline Lender for administrative convenience. The Swingline Lender shall make Swingline Loans in reliance upon the Borrowers' actual or deemed representations under Section 5.3 that the applicable conditions for borrowing are satisfied. Swingline Loans may also be made (i) as Permitted Overadvances, or (ii) if the conditions for borrowing under Section 5.3 cannot be fulfilled. In the case of clause (ii), the Borrowers shall give immediate notice thereof to the Administrative Agent and the Swingline Lender (a "Noncompliance Notice"), and the Administrative Agent shall promptly provide each Lender with a copy of the Noncompliance Notice. If the conditions set forth hereinfor borrowing under Section 5.3 cannot be fulfilled, the Required Lenders may direct the Swingline Lender to, and the Swingline Lender thereupon shall, cease making Swingline Loans (other than Permitted Overadvances) until such conditions can be satisfied or are waived in accordance with Section 10.2 hereof. Unless the Required Lenders so direct the Swingline Lender, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24may, agrees but is not obligated to, continue to make Swingline Loans in Dollars beginning one Business Day after the Noncompliance Notice is furnished to the US Borrower from time Lenders. Notwithstanding the foregoing, no Swingline Loans shall be made pursuant to time on and after the Closing Date and until the Latest Maturity Datethis subsection (b) (other than Permitted Overadvances) if, in an aggregate principal amount at any time outstanding not to exceed the Swingline Commitment, provided that, (w) the Swingline Lender shall not be required to make any Swingline Loan to refinance any outstanding Swingline Loan, (x) immediately after giving effect to any Swingline Loanthereto, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans Overadvance would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments times the amount of such Swingline Loan. Each Swingline Loan shall be secured by the Lien on the US Collateral in favor of the Administrative Agent and shall constitute a US Obligation hereunderexist.
Appears in 2 contracts
Samples: Exit Credit Agreement (Footstar Inc), Debt Agreement (Footstar Inc)
Swingline Loans. (i) Subject to the terms and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans in Dollars to the US Borrower from time to time on and after following the Closing Effective Date and until the Latest Maturity Commitment Termination Date, in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the aggregate principal amount of outstanding Swingline Commitment, Loans exceeding $25,000,000 (the “Swingline Sublimit”) or (ii) the aggregate Revolving Exposures exceeding the aggregate Revolving Loan Commitments; provided that, (w) that the Swingline Lender shall not be required to make any a Swingline Loan to refinance any an outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such 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 may be borrowedLoans. The Swingline Sublimit is part of, prepaid and reborrowednot in addition to, the Revolving Loan Commitments.
(ii) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request in writing, not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall wire each Swingline Loan shall bear interest only at to the account of the Borrower (or, in the case of a rate based Swingline Loan made to finance the reimbursement of an Letter of Credit disbursement, by remittance to the applicable L/C Issuer) by 4:00 p.m., New York City time, on the Alternate Base Rate. requested date of such Swingline Loan.
(iii) Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments Pro Rata Share times the amount of such Swingline Loan. The Swingline Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swingline Lender to so request on its behalf), that each Revolving Lender make an Alternate Base Rate Revolving Loan in an amount equal to such Revolving Lender’s Pro Rata Share of the amount of Swingline Loans then outstanding. Such request shall be made in writing and in accordance with the requirements of Sections 2.1(a) as if such Borrowing was an Advance, without regard to the Borrowing minimum and Borrowing multiples, but subject to the unutilized portion of the Revolving Loan Commitments and the conditions set forth in Section 3.2. Each Revolving Lender shall make an amount equal to its Pro Rata Share of the amount specified in such Notice of Advance available to the Administrative Agent in same day funds for the account of the Swingline Lender at the Administrative Agent’s office not later than 1:00 p.m., New York City time, on the day specified in such written request, whereupon, subject to Section 2.1(h)(iv), each Revolving Lender that so makes funds available shall be deemed to have made an Alternate Base Rate Revolving Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swingline Lender.
(iv) If for any reason any Swingline Loan cannot be refinanced by such an Alternate Base Rate Revolving Loan in accordance with Section 2.1(h)(iii), the request for an Alternate Base Rate Revolving Loan Advance submitted by the Swingline Lender as set forth herein shall automatically be deemed to be made to the Revolving Lenders to fund their risk participations in the Swingline Loans. Each Revolving Lender hereby irrevocably and unconditionally agrees to, fund in cash their respective participations in the Swingline Loans on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Xxxxxx’s Pro Rata Share of such Swingline Loan or Swingline Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Xxxxxx’s Pro Rata Share of such Swingline Loan or Swingline Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Loan Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be secured by the Lien on the US Collateral in favor of made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall constitute a US Obligation hereunderbe promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (RadNet, Inc.), First Lien Credit and Guaranty Agreement (RadNet, Inc.)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans in Dollars to the US Borrower from time to time on and after in dollars during the Closing Date and until the Latest Maturity DateAvailability Period, in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the aggregate principal amount of outstanding Swingline Commitment, Loans exceeding $5,000,000 or (ii) the sum of the total Revolving Credit Exposures exceeding the total Revolving Commitments; provided that, (w) that the Swingline Lender shall not be required to make any a Swingline Loan to refinance any an outstanding Swingline Loan. Notwithstanding the foregoing, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation required to make any a Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan (i) any Revolving Lender shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by Defaulting Lender, (ii) any Revolving Lender shall have notified the Swingline Lender; provided that, notwithstanding Lender and the foregoing, any Swingline Loan may be Borrower in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal writing at least one Business Day prior to the entire unused balance date of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect 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 may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of Loans.
(b) To request a Swingline Loan, each Revolving Lender the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 3:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be deemed toirrevocable and shall specify (i) the aggregate principal amount to be borrowed, (ii) the requested date of such Borrowing, and hereby irrevocably (iii) the amount of, and unconditionally agrees tothe length of the Swingline Interest Period for, purchase from each Swingline Loan, provided, however, that no such Swingline Interest Period shall end after the Business Day immediately preceding the Maturity Date. 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 the Borrower by means of a risk participation credit to the general deposit account of the 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 2.9(e), by remittance to the Issuing Bank) by 3:30 p.m., New York City time, on the requested date of such Swingline Loan.
(c) The Swingline Lender may by written notice given to the Administrative Agent not later than 11:00 a.m., New York City time, on any Business Day 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 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 Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. In either such case (i) the Administrative Agent shall notify each Lender of the details thereof and of the amount of such Lender’s Revolving Loan or participation interest, as the case may be, 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 Loan hereunder shall have been fulfilled, or any other matter whatsoever, make the Revolving Loan required to be made by it, or purchase the participation required to be purchased 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 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 event that such Lender receives such notice at or after 12:00 noon, New York City time, on any Business Day, by no later than 1:00 p.m. New York City time on the immediately succeeding Business Day. 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 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 such its pro rata Revolving Lender’s Applicable Percentage of Commitment and any amounts paid by the Revolving Credit Commitments times the amount of such Swingline LoanBorrower pursuant to this Section 2.10 that are subsequently rescinded or avoided, or must otherwise be restored or returned. Each Swingline Loan Such liabilities shall be secured absolute and unconditional and without regard to the occurrence of any Default or the compliance by the Lien on Borrower with any of its obligations under the US Collateral in favor of Loan Documents. Whenever the Administrative Agent is reimbursed by the Borrower, for the account of the Swingline Lender, for any payment in connection with Swingline Loans and such payment relates to an amount previously paid by a Lender pursuant to this Section, the Administrative Agent will promptly pay over such payment to such Lender. The purchase of participations in a Swingline Loan or the making by the Lenders of a Revolving Loan pursuant to this paragraph shall constitute a US Obligation hereundernot relieve the Borrower of any default in the payment thereof.
Appears in 2 contracts
Samples: Credit and Guarantee Agreement (Gci Inc), Credit and Guarantee Agreement (General Communication Inc)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans in Dollars to the US Borrower Company from time to time on and after during the Closing Date and until the Latest Maturity Date, Availability Period in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the aggregate principal amount of the outstanding Swingline Loans exceeding $30,000,000 or (ii) the Aggregate Revolving Exposure exceeding the Aggregate Commitment, ; provided that, (w) that the Swingline Lender shall not be required to make any a Swingline Loan to refinance any an outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of Loans.
(b) To request a Swingline Loan, each Revolving Lender the Company shall notify the Administrative Agent of such request by telephone not later than 12:00 noon, New York City time, on the day of the proposed Swingline Loan. Each such telephonic Borrowing Request shall be deemed toirrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of an executed written Borrowing Request. Each such telephonic and written Borrowing Request shall specify the requested date (which shall be a Business Day) and the amount of the requested Swingline Loan and the location and number of the account of the Company to which funds are to be disbursed or, and hereby irrevocably and unconditionally agrees toin the case of any Swingline Loan requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), purchase from 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 the Swingline Lender of the details thereof. The Swingline Lender shall make each Swingline Loan available to the Company by means of a risk participation wire transfer to the account specified in such Swingline Loan in an amount equal Borrowing Request or to the product of such Revolving Lender’s Applicable Percentage of applicable Issuing Bank, as the Revolving Credit Commitments times case may be, by 3:00 p.m., New York City time, on the amount requested date of such Swingline Loan.
(c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of the Swingline Loans in which Revolving Lenders will be required to participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender's Applicable Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees to pay, upon receipt of notice as provided above, to the Administrative Agent, for the account of the Swingline Lender, such Lender's Applicable Percentage of such Swingline Loan or Loans. Each Revolving 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 Company deemed made pursuant to Section 4.02, unless, at least one Business Day prior to the time such Swingline Loan was made, the Required 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(a) or Section 4.02(b) 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 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 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 Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Company of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be secured by the Lien on the US Collateral in favor of made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Company (or other Person on behalf of the Company) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Company for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not constitute a US Obligation hereunderLoan and shall not relieve the Company of its obligation to repay such Swingline Loan.
Appears in 1 contract
Swingline Loans. Subject to (a) The Swingline Lender agrees, on the terms and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24on same-day notice, agrees to make advance Swingline Loans in Dollars to the US Borrower from time to time on and after the Closing Date and until the Latest Maturity DateBorrower, in with an aggregate outstanding principal amount at any time outstanding not to exceed the Swingline CommitmentSublimit from time to time through the fifth (5th) Business Day prior to the Maturity Date; provided, provided thathowever, that (x) after giving effect to any Borrowing of Swingline Loans, the Total Revolving Credit Outstandings shall not exceed the aggregate Revolving Credit Commitments, (wy) the Swingline Revolving Credit Exposure of any Revolving Lender would exceed such Xxxxxx’s Pro Rata Share of the Revolving Credit Commitments and (z) the Borrower shall not be required to make use the proceeds of any Swingline Loan to refinance any outstanding Swingline Loan, (x) after giving effect to any . Whenever the Borrower desires a Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations Borrower shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) give the Swingline Lender shall not and Administrative Agent a Committed Loan Notice. Such notice must be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed received by the Swingline Lender no later than 1:00 p.m. (or such later time as the Swingline Lender may agree in its reasonable discretion) (New York City time) on the requested funding date, which shall be a Business Day. Unless the Swingline Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Lender; provided that, notwithstanding ) prior to 2:00 p.m. on the foregoing, any date of the proposed Borrowing (1) directing the Swingline Lender not to make such Swingline Loan may be as a result of the limitations set forth in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) first proviso above, or (y2) equal to the entire unused balance that one or more of the aggregate unused Revolving Credit Commitmentsapplicable conditions specified in Article IV is not then satisfied, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits and then, subject to the terms and conditions set forth hereinhereof, the Swingline Loans may be borrowedLender will, prepaid and reborrowednot later than 3:00 p.m. on the borrowing date specified in such Committed Loan Notice, make the amount of its Swingline Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available funds. Each Swingline Loan shall bear interest only constitute a Revolving Credit Loan for all purposes, except that payments thereon shall be made to the Swingline Lender. The obligation of the Borrower to repay Swingline Loans shall be evidenced by the records of the Administrative Agent and the Swingline Lender and need not be evidenced by any promissory note. The Borrower acknowledges that in the event that a reallocation of the Swingline Exposure of a Defaulting Lender pursuant to Section 2.17 does not fully cover the Swingline Exposure of such Defaulting Lender, the Swingline Lender (i) may require the Borrower to, at a rate based on its option, prepay or Cash Collateralize such remaining Fronting Exposure in respect of each outstanding Swingline Loan and (ii) will have no obligation to issue new Swingline Loans, or to extend, renew or amend existing Swingline Loans, to the Alternate Base Rateextent any further Fronting Exposure in respect of Swingline Loans would result therefrom, unless such remaining Fronting Exposure is Cash Collateralized. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments Pro Rata Share times the amount of such Swingline Loan. Each Swingline Loan shall be secured by the Lien on the US Collateral in favor of the Administrative Agent and shall constitute a US Obligation hereunder.
Appears in 1 contract
Samples: Credit Agreement (V2X, Inc.)
Swingline Loans. Subject (a) The Swingline Lender is authorized by the Lenders, but is not obligated, to make Swingline Loans up to $7,500,000 in the terms aggregate outstanding at any time, consisting only of Tranche A Loans (consisting of ABR Loans) upon a notice of Borrowing received by the Administrative Agent and conditions set forth hereinthe Swingline Lender (which notice, at the Swingline Lender's discretion, may be submitted prior to 2:00 p.m., Boston time, on the Business Day on which such Swingline Loan is requested). Swingline Loans shall be subject to periodic settlement with the Tranche A Lenders under Section 2.7 below.
(b) Swingline Loans may be made only in the following circumstances: (A) for administrative convenience, the Swingline Lender may, but is not obligated to, make Swingline Loans in reliance upon the agreements Borrower's actual or deemed representations under Section 4.2, that the applicable conditions for borrowing are satisfied or (B) if the conditions for borrowing under Section 4.2 cannot be fulfilled, the Borrower shall give immediate notice thereof to the Administrative Agent and the Swingline Lender (a "NONCOMPLIANCE NOTICE"), and the Administrative Agent shall promptly provide each Lender with a copy of the other Borrower's Noncompliance Notice. If the conditions for borrowing under Section 4.2 cannot be fulfilled, the Required Lenders set forth may direct the Swingline Lender to, and the Swingline Lender thereupon shall, cease making Swingline Loans until such conditions can be satisfied or are waived in this accordance with Section 2.249.2 hereof. Unless the Required Lenders so direct the Swingline Lender, agrees the Swingline Lender may, but is not obligated to, continue to make Swingline Loans in Dollars beginning one Business Day after the Non-Compliance Notice is furnished to the US Borrower from time Lenders. Notwithstanding the foregoing, no Swingline Loans shall be made pursuant to time on and after this subsection (b) if the Closing Date and until aggregate outstanding amount of the Latest Maturity Date, in an aggregate principal amount at any time outstanding not to Tranche A Credit Extensions would exceed the Swingline Commitmentlower of (i) $40,000,000 or any lesser amount to which the Tranche A Commitments have then been reduced by the Borrower pursuant to Section 2.15, provided that, and (wii) the Swingline Lender shall not be required to make any Swingline Loan to refinance any outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, then amount of the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) plus the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal aggregate amount of not less than $50,000 or such lesser amount as may be agreed by cash then held in the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments times the amount of such Swingline Loan. Each Swingline Loan shall be secured by the Lien on the US Cash Collateral in favor of the Administrative Agent and shall constitute a US Obligation hereunderAccount.
Appears in 1 contract
Samples: Debtor in Possession Credit Agreement (Lamonts Apparel Inc)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans in Dollars loans to the US Borrower (each such loan, a “Swingline Loan”) from time to time on and after during the Closing Date and until the Latest Maturity Date, Availability Period in an aggregate principal amount at any time outstanding that will not to exceed result in the aggregate principal amount of outstanding Swingline CommitmentLoans exceeding $50,000,000, provided thator the aggregate Revolving Credit Exposures exceeding the aggregate Commitments (i.e., the least of (x) the Aggregate Maximum Credit Amounts, (wy) the then effective Borrowing Base and (z) the Aggregate Elected Commitment Amounts); provided that (x) the Swingline Lender shall not be required to make any a Swingline Loan to refinance any an outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans Loan and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation required to make any a Swingline Loan if it hasthat would result in the total outstanding amount of such Lender’s Loans to exceed such Lender’s Commitment. The Borrower shall pay to the Administrative Agent, for the account of the Swingline Lender or by such Credit Extension will haveeach Lender, Fronting Exposure. Each as applicable, pursuant to this Section 2.09, the outstanding aggregate principal and accrued and unpaid interest under each Swingline Loan shall be in a minimum principal amount of not less no later than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is seven (x7) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to Business Days following such Swingline LoanBorrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow amounts under the subfacility for Swingline Loans provided for in this Section 2.09, provided that, for the avoidance of doubt, in no event may be borrowed, prepaid and reborrowed. Each the Borrower continue or convert a Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of Loan.
(b) To request a Swingline Loan, the Borrower shall notify each Revolving Lender shall be deemed to, of the Administrative Agent and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender of such request by telephone or email not later than 2:00 p.m., New York City time, on the date of the proposed Swingline Loan (and, in the case of telephonic notice, confirmed by hand delivery or email). Each such notice shall be irrevocable and shall specify the requested date (which shall be a risk participation Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of (i) the current aggregate Revolving Credit Exposures and (ii) the undrawn portion of the Commitments available to make Swingline Loans. To the extent that the Swingline Lender receives the information referred to in the immediately preceding sentence no later than 4:00 p.m., New York City time, then the Swingline Lender shall make such Swingline Loan in an amount equal available to the product Borrower by means of such Revolving Lender’s Applicable Percentage a credit to the general deposit account of the Revolving Credit Commitments times Borrower by 5:00 p.m., New York City time, on the amount requested date of such Swingline Loan. Each Swingline Loan Borrowing shall be secured by the Lien on the US Collateral in favor an amount that is an integral multiple of $250,000 and not less than $1,000,000.
(c) The Lenders shall participate in Swingline Loans according to their respective Applicable Percentages. Upon any Swingline Borrowing, the Administrative Agent shall give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and shall constitute a US Obligation hereunder.unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such
Appears in 1 contract
Swingline Loans. (a) The Swingline Lender is authorized by the Lenders to make Swingline Loans up to the Swingline Limit plus the Permitted Overadvances in the aggregate outstanding at any time, upon a notice of Borrowing received by the Administrative Agent and the Swingline Lender (which notice shall be submitted by 1:00 p.m., Boston time, on the Business Day on which such Swingline Loan is requested) (or later, if the Swingline Lender agrees in its discretion). Swingline Loans shall be subject to periodic settlement with the Revolving Lenders under Section 2.7 below and shall bear interest at the rate specified in Section 2.9(c) below.
(b) Subject to Article V hereof, upon the terms Lead Borrower's request, Swingline Loans will be made by the Swingline Lender for administrative convenience. The Swingline Lender shall make Swingline Loans in reliance upon the Borrowers' actual or deemed representations under Section 5.2 that the applicable conditions for borrowing are satisfied. Swingline Loans may also be made (i) as Permitted Overadvances, or (ii) if the conditions for borrowing under Section 5.2 cannot be fulfilled. In the case of clause (ii), the Borrowers shall give immediate notice thereof to the Administrative Agent and the Swingline Lender (a "NONCOMPLIANCE NOTICE"), and the Administrative Agent shall promptly provide each Lender with a copy of the Noncompliance Notice. If the conditions set forth hereinfor borrowing under Section 5.2 cannot be fulfilled, the Required Lenders may direct the Swingline Lender to, and the Swingline Lender thereupon shall, cease making Swingline Loans (other than Permitted Overadvances) until such conditions can be satisfied or are waived in accordance with Section 10.2 hereof. Unless the Required Lenders so direct the Swingline Lender, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24may, agrees but is not obligated to, continue to make Swingline Loans in Dollars beginning one Business Day after the Noncompliance Notice is furnished to the US Borrower from time Lenders. Notwithstanding the foregoing, no Swingline Loans shall be made pursuant to time on and after the Closing Date and until the Latest Maturity Datethis subsection (b) (other than Permitted Overadvances) if, in an aggregate principal amount at any time outstanding not to exceed the Swingline Commitment, provided that, (w) the Swingline Lender shall not be required to make any Swingline Loan to refinance any outstanding Swingline Loan, (x) immediately after giving effect to any Swingline Loanthereto, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans Overadvance would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments times the amount of such Swingline Loan. Each Swingline Loan shall be secured by the Lien on the US Collateral in favor of the Administrative Agent and shall constitute a US Obligation hereunderexist.
Appears in 1 contract
Samples: Credit Agreement (Footstar Inc)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans in Dollars to the US Borrower in dollars from time to time on and after any Business Day during the Closing period from the Effective Date and until to the Latest tenth Business Day preceding the Revolving Maturity Date, Date in an aggregate principal amount at any time outstanding that will not to exceed result in the Swingline CommitmentExposure exceeding $5,000,000 or result in the sum of the total Revolving Credit Exposures exceeding the total Revolving Commitments, provided thatthat the Swingline Lender shall not be obligated to make a Swingline Loan to refinance an outstanding Swingline Loan. Notwithstanding the foregoing, (w) the Swingline Lender shall not be required to make any a Swingline Loan to refinance any outstanding Swingline Loan, if (xi) after giving effect to any Swingline Loan, prior thereto or simultaneously therewith the aggregate Outstanding Amount of all Borrower shall not have borrowed Revolving Loans, Swingline Loans and LC Obligations (ii) any applicable Lender shall not exceed the Aggregate Commitments, be in default of its obligations under this Credit Agreement or (yiii) the Initial US Revolving any Credit Exposure Party shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) have notified the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be and the Borrower in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal writing at least one Business Day prior to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect Borrowing Date with respect to such Swingline Loan. Within , that the foregoing limits and subject to the terms and conditions set forth herein, Swingline Loans may be borrowed, prepaid in Section 5.2 have not been satisfied and reborrowed. Each Swingline Loan shall bear interest only at a rate based on such conditions remain unsatisfied as of the Alternate Base Rate. Immediately upon requested time of the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments times the amount of such Swingline Loan. Each Swingline Loan shall be secured by the Lien due and payable on the US Collateral maturity thereof, provided that in favor no event shall such maturity be later than the tenth Business Day preceding the Revolving Maturity Date. Notwithstanding anything to the contrary herein contained, all Swingline Loans shall at all times consist of ABR Borrowings.
(b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent and the Swingline Lender by telephone (confirmed by telecopy) no later than 12:00 noon, New York City time, on the day of the relevant Swingline Loan. Each such notice shall be irrevocable and shall specify (i) the aggregate principal amount to be borrowed, (ii) the requested date (which shall be a Business Day) and (iii) the maturity date of the requested Swingline Loan which shall be not later than seven Business Days after the making of such Swingline Loan. The Swingline Lender will make the requested amount available promptly on that same day, to the Administrative Agent (for the account of the Borrower as set forth in Section 2.4) who, thereupon, will promptly make such amount available to the Borrower in like funds as provided therein or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.8(d) by remittance to the Issuing Bank. Each Swingline Loan shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $100,000.
(c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day notify the Administrative Agent that the Swingline Lender is requesting that the applicable Lenders make an ABR Revolving Borrowing 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 applicable Lender of the details thereof and of the amount of such Lender's Loan to be made as part of such ABR Revolving Borrowing, and (ii) each Lender shall, regardless of whether any Default shall have occurred and be continuing, any representation or warranty shall be accurate, any condition to the making of any loan hereunder shall have been fulfilled, or any other matter whatsoever, make the 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) on such date, in the event that such Lender shall have received notice of such ABR Revolving Borrowing prior to 12:00 noon, New York City time, or (B) if such notice has not been received by such Lender prior to such time on such date, then not later than 1:00 p.m., New York City time, on (X) the Business Day that such Lender receives such notice, if such notice is received prior to 12:00 noon, New York City time, on the day of receipt or (Y) the Business Day immediately following the day that such Lender receives such notice, if such notice is not received prior to such time on the day of receipt. Such Loans shall, for all purposes hereof, be deemed to be an ABR Revolving Borrowing referred to in Section 2.1(a) and made pursuant to Section 2.3, and the Lenders obligations to make such Loans shall constitute be absolute and unconditional. The Administrative Agent will make such Loans available to the Swingline Lender by promptly crediting or otherwise transferring the amounts so received, in like funds, to the Swingline Lender for the purpose of repaying in full the Swingline Loans and all accrued interest thereon.
(d) If the Borrower fails to make any payment with respect to a US Obligation hereunder.Swingline Loan, or if any such sum paid by the Borrower is required to be refunded to the Borrower
Appears in 1 contract
Samples: Credit Agreement (Penton Media Inc)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the each Swingline Lender may in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to its sole discretion make Swingline Loans in Dollars to the US Borrower Company from time to time on and after during the Closing Date and until the Latest Maturity DateAvailability Period, in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the aggregate principal amount of outstanding Swingline Commitment, provided thatLoans exceeding $300,000,000600,000,000, (wii) the amount of the aggregate principal amount of outstanding Swingline Loans made by such Swingline Lender exceeding such Swingline Lender’s Swingline Sublimit, except to the extent otherwise agreed by such Swingline Lender and the Company with notice to the Administrative Agent, (iii) any Swingline Lender’s Revolving Credit Exposure exceeding its Commitment and (iv) the Dollar Amount of the Total Revolving Credit Exposure exceeding the Aggregate Commitment; provided that a Swingline Lender shall not be required to make any a Swingline Loan to refinance any an outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of Loans.
(b) To request a Swingline Loan, the Company shall notify the Administrative Agent of such request by irrevocable written notice (via a written Borrowing Request signed by the Company) or by telephone (confirmed by telecopy, email or hand delivery of a written Borrowing Request), not later than 12:00 noon, Chicago time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan and the Swingline Lender to make such Swingline Loan. The Administrative Agent will promptly advise such Swingline Lender of any such notice received from the Company. Unless otherwise directed by the Company, each Revolving Swingline Lender shall (subject to such Swingline Lender’s discretion to make Swingline Loans as set forth in Section 2.05(a)) make each Swingline Loan to be made by it available to 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 remittance to the relevant Issuing Bank) by 3:00 p.m., Chicago time, on the requested date of such Swingline Loan.
(c) Any Swingline Lender may by written notice given to the Administrative Agent require the Lenders to acquire participations in all or a portion of its Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent (and in any event, if such notice is received by 12:00 noon, Chicago time, on a Business Day, no later than 4:00 p.m., Chicago time, on such Business Day and if received after 12:00 #9168213v14 38 noon, Chicago time, on a Business Day, no later than 9:00 a.m., Chicago time, on the immediately succeeding Business Day), to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Notwithstanding the foregoing, upon the occurrence of (i) the Maturity Date, (ii) any Event of Default described in clause (h) or (i) of Article VII, (iii) the date on which the Loans are accelerated, or (iv) the termination of the Commitments, each Lender shall be deemed to, and hereby irrevocably to absolutely and unconditionally agrees to, purchase from acquire participations in all of the Swingline Lender a risk participation in Loans outstanding at such Swingline Loan time in an amount equal to the product its Applicable Percentage of such Revolving Swingline Loans in each case without notice or any further action from any Swingline Lender, any Lender or the Administrative Agent (such occurrence an “Automatic Participation Event”). Upon the occurrence of an Automatic Participation Event, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Revolving Credit Commitments times Administrative Agent (and in any event, if such notice is received by 12:00 noon, Chicago time, on a Business Day, no later than 4:00 p.m., Chicago time, on such Business Day and if received after 12:00 noon, Chicago time, on a Business Day, no later than 9:00 a.m., Chicago time, on the amount immediately succeeding Business Day), to pay to the Administrative Agent, for the account of such Swingline LoanLender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to such Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Company promptly of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be secured by the Lien on the US Collateral in favor of made to the Administrative Agent and not to such Swingline Lender. Any amounts received by a Swingline Lender from the Company (or other party on behalf of the Company) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall constitute be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the 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 Company for any reason. The purchase of participations in a US Obligation Swingline Loan pursuant to this paragraph shall not relieve the Company of any default in the payment thereof.
(d) Any Swingline Lender may be replaced at any time by written agreement among the Company, 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 relevant Swingline Lender. At the time any such replacement shall become effective, the Company 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 #9168213v14 39 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.
(e) Subject to the appointment and acceptance of a successor Swingline Lender, any Swingline Lender may resign as a Swingline Lender at any time upon thirty (30) days’ prior written notice to the Administrative Agent, the Company and the Lenders, in which case, such Swingline Lender shall be replaced in accordance with Section 2.05(d) above.
Appears in 1 contract
Samples: Credit Agreement (Fiserv Inc)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans denominated in Dollars and Foreign Currencies to the US Borrower Borrowers from time to time on and after during the Closing Date and until the Latest Maturity DateAvailability Period, in an aggregate principal amount at any time outstanding that will not to exceed the Swingline Commitment, provided that, result in (wi) the Swingline Lender shall not be required to make any Swingline Loan to refinance any outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount Dollar Equivalent of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed exceeding $30,000,000 or (ii) the sum of the total Revolving Credit Exposures exceeding the total Revolving Commitments; provided that the Swingline Commitment after giving effect Lender may, but shall not be required to, make a Swingline Loan to such refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans.
(b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 1:00 p.m., Local Time, on the day of a proposed Swingline Loan in the case of Swingline Loans may be borroweddenominated in Dollars, prepaid not later than 11:00 a.m., Local Time, one Business Day before the day of a proposed Swingline Loan in the case of Swingline Loans denominated in Danish Kroner and reborrowednot later than 10:00 a.m., Local Time, on the day of any other proposed Swingline Loan. Each such notice shall be irrevocable and shall specify (i) the identity of the Applicable Borrower, (ii) the requested date (which shall be a Business Day), (iii) whether such Swingline Loan is to be denominated in Dollars or a Foreign Currency and (iv) the amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender and the Borrower shall agree upon the Swingline 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 Loan in the case of Swingline Loans denominated in Dollars, noon, Local Time, one Business Day before the day of a proposed Swingline Loan in the case of Swingline Loans denominated in Danish Kroner and 11:00 a.m., Local Time, on the day of any other proposed Swingline Loan, then such Swingline Loan shall not be made. The Swingline Lender shall make each Swingline Loan available to the Applicable Borrower by means of a credit to the general deposit account of the Applicable 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 2.06(e), by remittance to the Issuing Bank) by 4:00 p.m., New York City time, in the case of a Swingline Dollar Loan, and 3:00 p.m., London time, in the case of a Swingline Foreign Currency Loan, on the requested date of such Swingline Loan.
(c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will participate, and such amount of Swingline Loans, if denominated in Foreign Currency, shall be converted to and payable in Dollars and shall thereafter bear interest only payable by the Applicable Borrower at a rate based on the Alternate Base Rate. Immediately Promptly upon receipt of such notice, the making of a Swingline Loan, Administrative Agent will give notice thereof to each Revolving Lender shall be deemed toLender, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation specifying in such Swingline Loan in an amount equal to the product of notice such Revolving Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Revolving Credit Commitments times Administrative Agent, for the amount account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline LoanLoan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or, as to then outstanding Swingline Loans, the reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Applicable Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be secured by the Lien on the US Collateral in favor of made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrowers (or other party on behalf of the Borrowers) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall constitute be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or 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 US Obligation hereunderSwingline Loan pursuant to this paragraph shall not relieve the Applicable Borrower of any default in the payment thereof.
Appears in 1 contract
Samples: Credit Agreement (Sauer Danfoss Inc)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.24Section 2.04, agrees to make Swingline Loans in Dollars to the US Company or the European Borrower from time to time on and during the Availability Period; provided that no such Swingline Loan shall be permitted if, after giving effect thereto, (i) the Closing Date and until the Latest Maturity Date, in an aggregate principal amount at any time of outstanding not to Swingline Loans would exceed the Swingline CommitmentLoan Sublimit or (ii) the aggregate Credit Exposures would exceed the total Revolving Commitments; provided, provided thatfurther, (w) that the Swingline Lender shall not be required to make any a Swingline Loan to refinance any an outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company and/or the European Borrower, as applicable, may borrow, prepay and reborrow Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base RateLoans. Immediately upon the making of a Swingline Loan, each Revolving Lender Applicable Participant shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving LenderApplicable Participant’s Applicable Percentage of the Revolving Credit Commitments times the amount of such Swingline Loan.
(b) To request a Swingline Loan, the Company and/or the European Borrower, as applicable, shall notify the Administrative Agent and Swingline Lender of such request, which may be given by (i) telephone or (ii) by a Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a Swingline Loan Notice. Each Swingline Loan Notice shall be secured irrevocable. Each such notice must be received by the Lien on the US Collateral in favor of Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall constitute specify (A) the amount to be borrowed, which shall be a US Obligation hereunderminimum of $100,000 and (B) the requested borrowing date, which shall be a Business Day. 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 2:00 p.m. on the date of the proposed Swingline Loan Borrowing (1) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in Section 2.04 or (2) that one or more of the applicable conditions specified in Article 4 is not then satisfied, then, the Swingline Lender shall make such Swingline Loan available to the applicable Borrower by means of a credit to the general deposit account of such Borrower with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an L/C Disbursement as provided in Section 2.05(c), by remittance to the relevant Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.
(i) The Swingline Lender at any time in its sole and absolute discretion may request, on behalf of the applicable Borrower (which hereby irrevocably authorizes the Swingline Lender to so request on its behalf), that each Applicable Participant make a Base Rate Loan to such Borrower in an amount equal to such Lender’s Applicable Percentage of the amount of the Swingline Loans then outstanding under which such Swingline Loan was made. 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.
Appears in 1 contract
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees severally agree to make Swingline Loans to the Borrowers denominated in Dollars to the US Borrower and Foreign Currencies (provided that Subsidiary Borrowers which are Foreign Subsidiaries may only borrow Swingline Foreign Currency Loans) from time to time on and after during the Closing Date and until the Latest Maturity DateAvailability Period, in an aggregate principal amount at any time outstanding that will not to exceed the Swingline Commitment, provided that, result in (wi) the Swingline Exposure exceeding $50,000,000, (ii) the sum of the total Revolving Credit Exposures exceeding the total Commitments, or (iii) the Dollar Equivalent of the aggregate amount of all Swingline Foreign Currency Loans exceeding $25,000,000; provided that no Swingline Lender shall not be required to make any a Swingline Loan to refinance any an outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such 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; provided, that except as the Swingline Lenders may otherwise agree, there shall not at any time be more than a total of four Swingline Foreign Currency Loans outstanding.
(b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), (i) not later than 4:00 pm, New York City time, on the day of a proposed Swingline Loan in the case of Swingline Dollar Loans, (ii) not later than 10:00 a.m., Local Time, on the day of a proposed Swingline Loan in the case of Swingline Loans may denominated in Euros, Sterling or Canadian Dollars, (iii) not later than 11:00 a.m., Local Time, one Business Day before the date of the proposed Swingline Loan in the case of Swingline Loans denominated in Swedish krona or Swiss francs and (iv and (iii) not later than 10:00 a.m., Local Time, two Business Days before the date of the proposed Swingline Loan in the case of Swingline Loans denominated in any other Foreign Currency permitted under this Section 2.05. Each such notice shall be borrowedirrevocable and shall specify (i) the requested date (which shall be a Business Day), prepaid (ii) whether such Swingline Loan is to be denominated in Dollars or a Foreign Currency, (iii) the amount of the requested Swingline Loan, (iv) the identity of the Applicable Borrower, (v) the Swingline Lender from which such Swingline Loan is requested and reborrowed(vi) 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 will promptly advise the applicable Swingline Lender of any such notice received from the Borrower. Each Swingline Lender shall make each of its Swingline Loan available to the Applicable Borrower by means of a credit to the general deposit account of the Applicable Borrower with such 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 remittance to the Issuing Bank) by 5:00 p.m., Local Time, on the requested date of such Swingline Loan. Notwithstanding the foregoing, with respect to Swingline Loans in currencies which become Foreign Currencies after the date hereof pursuant to the definition of “Foreign Currency”, related request periods and borrowing increments shall be as agreed to by the Borrower, the Administrative Agent and the Swingline Lenders.
(c) Each Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate, and such amount of Swingline Loans, if denominated in Foreign Currency, shall be converted to Dollars and shall bear interest only at a rate based on the Alternate Base Rate. Immediately Promptly upon receipt of such notice, the making of a Swingline LoanAdministrative Agent will give notice thereof to each Lender, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation specifying in such Swingline Loan in an amount equal to the product of notice such Revolving Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Revolving Credit Commitments times Administrative Agent, for the amount account of the applicable Swingline Lender, such Lender’s Applicable Percentage of such Swingline LoanLoan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 with respect to Loans made by such Lender (and Section 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 Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be secured by the Lien on the US Collateral in favor of made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by any Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by applicable Swingline Lender of the proceeds of a sale of participations therein shall constitute be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the applicable Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the applicable 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 Obligation hereunderSwingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
Appears in 1 contract
Samples: Credit Agreement (Scansource Inc)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans in Dollars to the US Borrower from time to time on and after during the Closing Date and until the Latest Maturity Date, Revolving Availability Period in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the aggregate principal amount of the outstanding Swingline Loans exceeding $10,000,000 or (ii) the Aggregate Revolving Exposure exceeding the Aggregate Revolving Commitment, ; provided that, (w) that the Swingline Lender shall not be required to make any a Swingline Loan to refinance any an outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such 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 may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of Loans.
(b) To request a Swingline Loan, each Revolving Lender the Borrower shall notify the Administrative Agent of such request by telephone not later than 12:00 noon, New York City time, on the day of the proposed Swingline Loan. Each such telephonic Borrowing Request shall be deemed toirrevocable 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 hereby irrevocably written Borrowing Request shall specify the requested date (which shall be a Business Day) and unconditionally agrees tothe amount of the requested Swingline Loan and the location and number of the account to which funds are to be disbursed or, purchase from 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. 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 the Borrower by means of a risk participation wire transfer to the account specified in such Swingline Loan in an amount equal Borrowing Request or to the product applicable Issuing Bank, as the case may be, by 2:00 p.m., New York City time, on the requested date of such Swingline Loan.
(c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of the Swingline Loans in which Revolving Lenders will be required to participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each Revolving Lender hereby absolutely and unconditionally agrees to pay, upon receipt of notice as provided above, to the Revolving Credit Commitments times Administrative Agent, for the amount account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline LoanLoan or Swingline Loans. Each Revolving 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 Borrower deemed made pursuant to Section 4.02. Each Revolving Lender further acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or any reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be secured by the Lien on the US Collateral in favor of made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other Person on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or 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 US Obligation hereunderLoan and shall not relieve the Borrower of its obligation to repay such Swingline Loan.
Appears in 1 contract
Samples: Credit Agreement (Costar Group Inc)
Swingline Loans. Subject (a) 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 Borrowers request an ABR Borrowing, the Swingline Lender may elect to have the terms of this Section 2.06(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 (each such Loan made solely by the Swingline Lender pursuant to this Section 2.06(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 2.06(c). Each Swingline Loan shall be subject to all the terms and conditions applicable to other ABR Loans funded by the Lenders, except that all payments thereon shall be payable to the Swingline Lender solely for its own account. In addition, the Borrowers hereby authorize the Swingline Lender to, and the Swingline Lender shall, subject to the terms and conditions set forth hereinherein (but without any further written notice required), not later than 3:00 p.m., Central time, on each Business Day, make available to the Borrowers by means of a credit to the Funding Account, the proceeds of a Swingline Lender in reliance upon Loan to the agreements extent necessary to pay items to be drawn on any Cash Management Account that day (as determined based on notice from the Agent). The aggregate amount of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans in Dollars to the US Borrower from time to time on and after the Closing Date and until the Latest Maturity Date, in an aggregate principal amount outstanding at any time outstanding shall not to exceed the Swingline Commitment, provided that, (w) the $17,500,000. The Swingline Lender shall not be required to make any Swingline Loan to refinance any outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each the requested Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by exceeds Availability either before giving effect to the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment immediately after giving effect to such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, All Swingline Loans may shall be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon ABR Borrowings.
(b) Upon the making of a Swingline Loan (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 todeemed, without further action by any party hereto, to have unconditionally and hereby irrevocably and unconditionally agrees to, purchase purchased from the Swingline Lender a risk or the Administrative Agent, as the case may be, without recourse or warranty, an undivided interest and participation in such Swingline Loan in an amount equal proportion to the product of such Revolving Lender’s Applicable its Commitment Percentage of the Revolving Credit Commitments times Commitment. The Swingline Lender or the Administrative Agent 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 Administrative Agent shall promptly distribute to such Lender, such Lxxxxx’s Commitment 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 Lenders on at least a weekly basis on any date that the Administrative Agent elects, by notifying the Lenders of such requested Settlement by facsimile, telephone, or e-mail no later than 12:00 noon, Central time on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than the Swingline Lender, in the case of the Swingline Loans) shall transfer the amount of such Swingline Loan. Each Swingline Lender’s Commitment Percentage of the outstanding principal amount of the applicable Loan shall be secured by with respect to which Settlement is requested to the Lien on the US Collateral in favor Administrative Agent, to such account of the Administrative Agent as the Administrative Agent may designate, not later than 2:00 p.m., Central time, on such Settlement Date. Settlements may occur during the 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 Swingline Lender’s Swingline Loans and, together with Swingline Lender’s Commitment Percentage of such Swingline Loan, shall constitute a US Obligation hereunderRevolving Loans of such Lenders, respectively. If any such amount is not transferred to the Administrative Agent by any Lender on such Settlement Date, the Swingline Lender shall be entitled to recover such amount on demand from such Lender together with interest thereon as specified in Section 2.08.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (Kaiser Aluminum Corp)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the each Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans in Dollars to the US Borrower Borrowers from time to time on and after during the Closing Date and until the Latest Maturity DateAvailability Period, in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the aggregate principal amount of outstanding Swingline Commitment, provided thatLoans exceeding $10,000,000, (wii) the Aggregate Credit Exposure exceeding the Total Revolving Commitment or (iii) the aggregate principal amount of outstanding Swingline Loans made by such Swingline Lender as to which the Revolving Lenders have not acquired participations pursuant to Section 2.04(c) exceeding such Swingline Lender's unused Revolving Commitment; provided that a Swingline Lender shall not be required to make any a Swingline Loan to refinance any an outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of Loans.
(b) To request a Swingline Loan, each Revolving Lender the applicable Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be deemed toirrevocable and shall specify the identity of the Borrower, and hereby irrevocably and unconditionally agrees tothe requested date (which shall be a Business Day), purchase from the amount of the requested Swingline Loan, the Swingline Lender to be used and, to the extent applicable, the location and number of the applicable Borrower's account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07. The Administrative Agent will promptly (and in any event not later than 1:30 p.m., New York City time, on the date of a risk participation proposed Swingline Loan) notify in writing such Swingline Lender that any such notice has been received from such Borrower and shall advise whether any of the limits set forth in Section 2.04(a) would be exceeded as a result of such requested Swingline Loan. If such Swingline Lender has received notice of such request in accordance with this Section 2.04(b) and the conditions to such Swingline Lender's agreement to make Swingline Loans have been satisfied, such Swingline Lender shall make the Swingline Loan available to such Borrower (i) if such Swingline Lender is the Administrative Agent, by means of a credit to the account of such Borrower specified in the second sentence of Section 2.07
(a) with such 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 remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan in an amount equal and (ii) if such Swingline Lender is not the Administrative Agent, by wire transfer of immediately available funds to the product account specified in the second sentence of Section 2.07(a) of such Revolving Lender’s Applicable Percentage Borrower [[NYCORP:2303151v20:4272D:09/26/03--12:23 p]] with the Administrative Agent (or, in the case of a Swingline Loan made to finance the Revolving Credit Commitments times reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the amount Issuing Bank) on the requested date of such Swingline Loan.
(c) A Swingline Lender may by written notice given to the Administrative Agent not later than 12:00 noon, New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans made by such Swingline Lender outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender's Applicable Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the applicable Swingline Lender, such Revolving Lender's Applicable Percentage of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to such Swingline Lender the amounts so received by it from the Revolving Lenders. The Ddministrative Agent shall notify the Borrowers of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be secured by the Lien on the US Collateral in favor of made to the Administrative Agent and not to such Swingline Lender. Any amounts received by a Swingline Lender from a Borrower (or other party on behalf of a Borrower) in respect of a Swingline Loan after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall constitute be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lenders, as their interests may appear. The purchase of participations in a US Obligation hereunderSwingline Loan pursuant to this paragraph shall not relieve the Borrowers of any default in the payment thereof.
Appears in 1 contract
Samples: Credit Agreement (Dennys Corp)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender may in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to its sole discretion make Swingline Loans in Dollars Agreed Currencies to the US Borrower Borrowers from time to time on and after during the Closing Date and until the Latest Maturity DateAvailability Period, in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the aggregate principal Dollar Amount of outstanding Swingline Loans exceeding $25,000,000, (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the aggregate Revolving Commitments or (iii) the Dollar Amount of the Swingline Lender’s Revolving Credit Exposure exceeding its Revolving Commitment, ; provided that, (w) that the Swingline Lender shall not be required to make any a Swingline Loan to refinance any an outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swingline Loans may be borrowedLoans.
(b) To request a Swingline Loan, prepaid the applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent of such request (i) by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan in Dollars and reborrowed(ii) by irrevocable written notice (via a written Borrowing Request in a form approved by the Swingline Lender and signed by the applicable Borrower, or the Company on behalf of the applicable Borrower, promptly followed by telephonic confirmation of such request), not later than 12:00 noon, Local Time, two (2) Business Days before the day of a proposed Swingline Loan in a Foreign Currency. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), currency, Interest Period (in the case of a Eurocurrency Swingline Loan) and amount of the requested Swingline Loan and the account to which the proceeds of such Swingline Loan are to be credited. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Company or any other applicable Borrower. The Swingline Lender shall bear interest only at make each Swingline Loan available to the relevant Borrower by means of a rate based on credit to an account of such Borrower (as designated by such Borrower in such notice) (or, in the Alternate Base Rate. Immediately upon the making case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., Local Time, on the requested date of such Swingline Loan.
(c) The Swingline Lender may, by written notice given to the Administrative Agent not later than 10:00 a.m., Local Time, three (3) Business Days before the date of the proposed acquisition of participations, require the Revolving Lenders to acquire participations on such date in all or a portion of the Swingline Loans outstanding in the applicable Agreed Currency of such Swingline Loans. Such notice shall specify the applicable Agreed Currency of Swingline Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans and the Agreed Currency of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay in the applicable Agreed Currency to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Notwithstanding the foregoing, upon the occurrence of (i) the Maturity Date, (ii) any Event of Default described in clause (h) or (i) of Article VII, (iii) the date on which the Loans are accelerated, or (iv) the date on which the Commitments shall be terminated (each, a “Swingline Participation Event”), each Revolving Lender shall be deemed to, and hereby irrevocably to absolutely and unconditionally agrees to, purchase acquire participations in all of the Swingline Loans outstanding in the applicable Agreed Currency of such Swingline Loans at such time in each case without notice or any further action from the Swingline Lender, any Lender a risk participation in such Swingline Loan in an amount equal to or the product Administrative Agent. Each Revolving Lender hereby absolutely and unconditionally agrees, promptly upon receipt of written notice from the Administrative Agent specifying such Revolving Lender’s Applicable Percentage of such Swingline Loan or Loans (and in any event, if such notice is received by 10:00 a.m., Local Time, on any Business Day no later than 4:00 p.m., Local Time on the Revolving Credit Commitments times third (3rd) Business Day after such notice is received and if such notice is received after 10:00 a.m., Local Time, “on a Business Day” shall mean no later than 9:00 a.m., Local Time on the amount fourth (4th) Business Day after such notice is received), to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of all such Swingline Loans in the applicable Agreed Currency of such Swingline LoanLoan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Company of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be secured by the Lien on the US Collateral in favor of made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Company (or other party on behalf of the Company) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall constitute be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Company for any reason. The purchase of participations in a US Obligation hereunderSwingline Loan pursuant to this paragraph shall not relieve the Company of any default in the payment thereof.
Appears in 1 contract
Samples: Credit Agreement (Fuller H B Co)
Swingline Loans. (a) The Swingline Lender is authorized by the Lenders to make Swingline Loans up to the Swingline Limit plus the Permitted Overadvances in the aggregate outstanding at any time, upon a notice of Borrowing received by the Administrative Agent and the Swingline Lender (which notice shall be submitted by 1:00 p.m., Boston time, on the Business Day on which such Swingline Loan is requested) (or later, if the Swingline Lender agrees in its discretion). Swingline Loans shall be subject to periodic settlement with the Lenders under Section 2.7 below and shall bear interest at the rate specified in Section 2.9(c) below.
(b) Subject to Article V hereof, upon the terms Lead Borrower's request, Swingline Loans will be made by the Swingline Lender for administrative convenience. The Swingline Lender shall make Swingline Loans in reliance upon the Borrowers' actual or deemed representations under Section 5.2 that the applicable conditions for borrowing are satisfied. Swingline Loans may also be made (i) as Permitted Overadvances, or (ii) if the conditions for borrowing under Section 5.2 cannot be fulfilled. In the case of clause (ii), the Borrowers shall give immediate notice thereof to the Administrative Agent and the Swingline Lender (a "NONCOMPLIANCE Notice"), and the Administrative Agent shall promptly provide each Lender with a copy of the Noncompliance Notice. If the conditions set forth hereinfor borrowing under Section 5.2 cannot be fulfilled, the Required Lenders may direct the Swingline Lender to, and the Swingline Lender thereupon shall, cease making Swingline Loans (other than Permitted Overadvances) until such conditions can be satisfied or are waived in accordance with Section 10.2 hereof. Unless the Required Lenders so direct the Swingline Lender, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24may, agrees but is not obligated to, continue to make Swingline Loans in Dollars beginning one Business Day after the Noncompliance Notice is furnished to the US Borrower from time Lenders. Notwithstanding the foregoing, no Swingline Loans shall be made pursuant to time on and after the Closing Date and until the Latest Maturity Datethis subsection (b) (other than Permitted Overadvances) if, in an aggregate principal amount at any time outstanding not to exceed the Swingline Commitment, provided that, (w) the Swingline Lender shall not be required to make any Swingline Loan to refinance any outstanding Swingline Loan, (x) immediately after giving effect to any Swingline Loanthereto, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans Overadvance would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments times the amount of such Swingline Loan. Each Swingline Loan shall be secured by the Lien on the US Collateral in favor of the Administrative Agent and shall constitute a US Obligation hereunderexist.
Appears in 1 contract
Samples: Credit Agreement (Footstar Inc)
Swingline Loans. (a) Subject to the terms and conditions herein set forth hereinforth, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans in Dollars loans to the US Borrower at any time and from time to time on and or after the Closing Date and until the Latest earlier of the Revolving Credit Maturity DateDate and the termination of the Revolving Credit Commitments, in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the principal amount of all Swingline Loans exceeding $25,000,000 in the aggregate or (ii) the Aggregate Revolving Credit Exposure exceeding the Total Revolving Credit Commitment; provided that notwithstanding the foregoing, provided that, (w) the Swingline Lender shall not be required obligated to make any Swingline Loan to refinance any outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US at a time when a Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing BaseLender is a Defaulting Lender, and (z) unless the Swingline Lender shall not be under any obligation has entered into arrangements reasonably satisfactory to make any it and the Borrower to eliminate the Swingline Loan if it hasLender’s risk with respect to the Defaulting Lender’s participation in such Swingline Loans, or including by cash collateralizing such Credit Extension will have, Fronting ExposureDefaulting 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 minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal a minimum amount of outstanding Swingline Loans would not exceed the $100,000 and integral multiple of $100,000 in excess thereof. The Swingline Commitment after giving effect may be terminated or reduced from time to such Swingline Loantime as provided herein. Within the foregoing limits limits, the Borrower may borrow, pay or prepay and reborrow Swingline Loans hereunder, subject to the terms terms, conditions and conditions limitations set forth herein, Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan herein without any premium or penalty.
(b) The Borrower shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from notify the Swingline Lender by fax, or by telephone (promptly confirmed by fax), not later than 12:30 p.m. on the Business Day of a risk participation in such proposed Swingline Loan in an amount equal Loan. Such notice shall be delivered on a Business Day, shall be irrevocable and shall refer to this Agreement and shall specify the product of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments times the requested date (which shall be a Business Day) and amount of such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to such Borrower by means of a credit to an account designated by the Borrower promptly on the date such Swingline Loan is so requested.
(c) 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 secured 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 Lien Administrative Agent not later than 11:00 a.m. on any Business Day require the US Collateral Revolving Credit Lenders to acquire participations on such Business Day in favor all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Credit Lenders will participate. The Administrative Agent will, promptly upon receipt of such notice, give notice to each Revolving Credit Lender, specifying in such notice such Lender’s Pro Rata Percentage of such Swingline Loan. In furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Revolving Credit Lender’s Pro Rata Percentage of such Swingline Loan. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving 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 2.02(c) with respect to Loans made by such Lender (and Section 2.02(c) shall apply, mutatis mutandis, to the payment obligations of the Lenders) and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Credit Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall constitute be promptly remitted to the Administrative Agent and be distributed by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The purchase of participations in a US Obligation hereunderSwingline 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
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.242.04, agrees to make Swingline Loans in Dollars to the US Borrower Borrowers from time to time on and after the IPO Closing Date and until during the Latest Maturity Datethen-remaining Availability Period; provided that no such Swingline Loan shall be permitted if, in an after giving effect thereto, (i) the aggregate principal amount at any time of outstanding not to Swingline Loans would exceed the Swingline CommitmentLoan Sublimit or (ii) the aggregate Revolving Credit Exposures would exceed the total Revolving Commitments; provided, provided that, (w) further that the Swingline Lender shall not be required to make any a Swingline Loan to refinance any an outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base RateLoans. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments times the amount of such Swingline Loan. Each .
(b) To request a Swingline Loan shall be secured by Loan, the Lien applicable Borrower, or the Company on the US Collateral in favor behalf of the applicable Borrower, shall notify the Revolving Administrative Agent and Swingline Lender of such request, which shall constitute be irrevocable. Each such notice must be received by the Swingline Lender and the Revolving Administrative Agent not later than 2:00 p.m. New York City time on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be no less than the applicable Minimum Borrowing Amount and (ii) the requested borrowing date, which shall be a US Obligation hereunder.Business Day. Promptly after receipt by the Swingline Lender of any Swingline Loan Notice, the Swingline Lender will confirm with the Revolving Administrative Agent (by telephone or in writing) that the Revolving Administrative Agent has also received such Swingline Loan Notice and, if not, the Swingline Lender will notify the Revolving 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 Revolving Administrative Agent (including at the request of any Lender) prior to 3:00 p.m. New York City time on the date of the proposed Swingline Loan Borrowing (A) directing the Swingline Lender not to 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
Appears in 1 contract
Samples: Credit Agreement (Dole PLC)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans in Dollars to the US Borrower from time to time on and after in dollars during the Closing Date and until the Latest Maturity DateRevolving Availability Period, in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the aggregate principal amount of outstanding Swingline Commitment, Loans exceeding $5,000,000 or (ii) the sum of the total Revolving Credit Exposures exceeding the total Revolving Commitments; provided that, (w) that the Swingline Lender shall not be required to make any a Swingline Loan to refinance any an outstanding Swingline Loan. Notwithstanding the foregoing, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation required to make any a Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan (i) any Revolving Lender shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by Defaulting Lender, (ii) any Revolving Lender shall have notified the Swingline Lender; provided that, notwithstanding Lender and the foregoing, any Swingline Loan may be Borrower in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal writing at least one Business Day prior to the entire unused balance date of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect 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 may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of Loans.
(b) To request a Swingline Loan, each Revolving Lender the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 3:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be deemed toirrevocable and shall specify (i) the aggregate principal amount to be borrowed, (ii) the requested date of such Borrowing, and hereby irrevocably (iii) the amount of, and unconditionally agrees tothe length of the Swingline Interest Period for, purchase from each Swingline Loan, provided, however, that no such Swingline Interest Period shall end after the Business Day immediately preceding the Maturity Date. 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 the Borrower by means of a risk participation credit to the general deposit account of the 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 2.9(e), by remittance to the Issuing Bank) by 3:30 p.m., New York City time, on the requested date of such Swingline Loan.
(c) The Swingline Lender may by written notice given to the Administrative Agent not later than 11:00 a.m., New York City time, on any Business Day 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 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 Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. In either such case (i) the Administrative Agent shall notify each Lender of the details thereof and of the amount of such Lender’s Revolving Loan or participation interest, as the case may be, 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 Loan hereunder shall have been fulfilled, or any other matter whatsoever, make the Revolving Loan required to be made by it, or purchase the participation required to be purchased 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 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 event that such Lender receives such notice at or after 12:00 noon, New York City time, on any Business Day, by no later than 1:00 p.m. New York City time on the immediately succeeding Business Day. 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 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 such its pro rata Revolving Lender’s Applicable Percentage of Commitment and any amounts paid by the Revolving Credit Commitments times the amount of such Swingline LoanBorrower pursuant to this Section 2.10 that are subsequently rescinded or avoided, or must otherwise be restored or returned. Each Swingline Loan Such liabilities shall be secured absolute and unconditional and without regard to the occurrence of any Default or the compliance by the Lien on Borrower with any of its obligations under the US Collateral in favor of Loan Documents. Whenever the Administrative Agent is reimbursed by the Borrower, for the account of the Swingline Lender, for any payment in connection with Swingline Loans and such payment relates to an amount previously paid by a Lender pursuant to this Section, the Administrative Agent will promptly pay over such payment to such Lender. The purchase of participations in a Swingline Loan or the making by the Lenders of a Revolving Loan pursuant to this paragraph shall constitute a US Obligation hereundernot relieve the Borrower of any default in the payment thereof.
Appears in 1 contract
Samples: Credit and Guarantee Agreement (General Communication Inc)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.242.04, agrees to make Swingline Loans in Dollars to the US Borrower Borrowers from time to time on and during the Availability Period; provided that no such Swingline Loan shall be permitted if, after giving effect thereto, (i) the Closing Date and until the Latest Maturity Date, in an aggregate principal amount at any time of outstanding not to Swingline Loans would exceed the Swingline Commitment, Loan Sublimit or (ii) the aggregate Revolving Credit Exposures would exceed the total Revolving Commitments; provided that, (w) further that the Swingline Lender shall not be required to make any a Swingline Loan to refinance any an outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, each Borrower may borrow, prepay and reborrow Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base RateLoans. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments times the amount of such Swingline Loan. Each .
(b) To request a Swingline Loan Loan, the applicable Borrower shall be secured by the Lien on the US Collateral in favor of notify the Administrative Agent and Swingline Lender of such request, which may be given by (A) telephone or (B) by a Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a Swingline Loan Notice, and, in each case, such notice shall be irrevocable. Each such Swingline Loan Notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, (ii) the requested borrowing date, which shall be a Business Day, and (iii) the applicable Borrower that is submitting the Swingline Loan Notice. 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 2:00 p.m. on the date of the proposed Swingline Loan Borrowing (A) directing the Swingline Lender not to 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 such Swingline Loan available to the applicable Borrower by means of a credit to the general deposit account of such 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 2.05(c), by remittance to the relevant Issuing Bank) by 3:00 p.m. on the requested date of such Swingline Loan.
(i) The Swingline Lender at any time in its sole and absolute discretion may request, on behalf of the applicable Borrower (each of which 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 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 and the conditions set forth in Section 4.02. The Swingline Lender shall furnish the applicable Borrower with a copy of the applicable Borrowing Request promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Borrowing Request available to the Administrative Agent in Same Day Funds for the account of the Swingline Lender at the Administrative Agent’s Office for Dollar-denominated payments not later than 1:00 p.m. 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 applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swingline Lender.
(ii) If for any reason any Swingline Loan cannot be refinanced by such Base Rate Loan in accordance with clause (i), 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 Lenders fund its risk participation in the relevant Swingline Loan and such Revolving Lender’s payment to the Administrative Agent for the account of the Swingline Lender 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 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 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 Lender (through the Administrative Agent) with respect to any amounts owing under this clause (ii) shall be conclusive absent manifest error.
(iii) Each Revolving Lender’s obligation to make Base Rate Loans or to purchase and fund risk participations in Swingline Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swingline Lender, any Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a US Obligation hereunderDefault, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, 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 each 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 on account of such Swingline Loan, the Swingline Lender will distribute to such Revolving Lender its Applicable Percentage thereof in the same funds as 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 9.08 (including pursuant to any settlement entered into by the Swingline Lender in its discretion), each Revolving Lender shall pay to the Swingline Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight 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 survive the payment in full of the Obligations and the termination of this Agreement.
(e) The Swingline Lender shall be responsible for invoicing the applicable Borrower for interest on the Swingline Loans. Until each Revolving Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Revolving Lender’s Applicable Percentage of any Swingline Loan, interest in respect of such Applicable Percentage shall be solely for the account of the Swingline Lender.
(f) Each applicable Borrower shall make all payments of principal and interest in respect of its Swingline Loans directly to the Swingline Lender.
Appears in 1 contract
Swingline Loans. (a) Subject to the terms and conditions and relying upon the representations and warranties set forth hereinin the Loan Documents, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans in Dollars to the US Borrower in dollars, at any time and from time to time on and or after the Closing Date date hereof and until the Latest fifth Business Day preceding the Revolving Loan Maturity Date, in an aggregate principal amount at any time outstanding that would not to exceed result in the Swingline Exposure exceeding $15,000,000 or the Total Exposure exceeding the Revolving Loan Commitment, provided thatthat the Swingline Lender shall not be obligated to make a Swingline Loan to refinance an outstanding Swingline Loan. Notwithstanding the foregoing, (w) the Swingline Lender shall not be required to make any a Swingline Loan to refinance any outstanding Swingline Loanif (i) prior thereto or simultaneously therewith the Borrower shall not have borrowed Revolving Loans, (xii) after giving effect any Lender shall be in default of its obligations under this Credit Agreement or (iii) the Administrative Agent or any Lender shall have notified the Swingline Lender and the Borrower in writing at least one Business Day prior
(b) In order to any request a Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans Borrower shall hand deliver or telecopy to the Administrative Agent and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender a duly completed request therefor not later than 2:00 p.m., New York, New York time, on the date (which shall not be under any obligation to make any a Business Day) of the proposed Swingline Loan. Each such request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) the date of the Swingline Loan if it hasbeing requested (which shall be a Business Day); (ii) the number and location of the account to which funds are to be disbursed; (iii) the amount of such Swingline Loan; and (iv) the maturity date of such Swingline Loan which shall be not later than ten Business Days after the making of such Swingline Loan. The Swingline Lender will make the requested amount available promptly on that same day to the Administrative Agent (for the account of the Borrower as set forth in clause (ii) above) who, or by thereupon, will promptly make such Credit Extension will have, Fronting Exposureamount available to the Borrower in like funds as provided therein. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is an integral multiple of $100,000 and not less than $100,000.
(xc) required to finance the reimbursement of an LC Disbursement as contemplated The Swingline Lender may by Section 2.05(e) or (y) equal written notice given to the entire unused balance of Administrative Agent not later than 11:00 a.m., New York, New York time, on any Business Day notify the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Administrative Agent that the Swingline Lender a risk participation in such Swingline Loan is requesting that the Lenders make an ABR Borrowing in an amount equal to the product outstanding principal balance of such Revolving Lender’s Applicable Percentage and accrued interest on the Swingline Loans, in which case (i) the Administrative Agent will promptly notify each Lender and the Borrower of the Revolving Credit Commitments times details thereof and of the amount of such Swingline Loan. Each Swingline Lender's Revolving Loan to be made as part of such ABR Borrowing, and (ii) each Lender shall make the Revolving Loan to be secured made by the Lien on the US Collateral in favor it under this paragraph by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York, New York time, on such date (or, if such Lender shall have received such notice later than 12:00 (noon), New York, New York time, on any day, not later than 10:00 a.m., New York, New York time, on the immediately following Business Day), it being understood that such amount shall be deemed to constitute an ABR Loan of such Lender, the proceeds of which shall be deemed to have been applied to the payment of the outstanding principal balance of and accrued interest on the Swingline Loans, and the Administrative Agent will promptly pay to the Swingline Lender amounts so received by it from the Lenders. The Administrative Agent will promptly pay to the Swingline Lender any amounts received by it from the Borrower in payment of the outstanding principal balance of and/or accrued interest on the Swingline Loans pursuant hereto prior to the time that any Lender makes any payment pursuant to this paragraph (c); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Lenders that shall have made such payments and to the Swingline Lender, as their interests may appear. If any Lender shall not have made its ABR Loan available to the Administrative Agent as provided above, such Lender and the Borrower severally agree to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this
(d) If the Borrower fails to make any payment with respect to a Swingline Loan, or if any such sum paid by the Borrower is required to be refunded to the Borrower for any reason, the Administrative Agent will promptly notify each Lender of the applicable Swingline Loan, the payment then due from the Borrower in respect thereof and such Lender's Pro Rata Percentage thereof. Each Lender shall purchase a participation in such Swingline Loan by paying by wire transfer of immediately available funds to the Administrative Agent not later than 2:00 p.m., New York, New York time, on such date (or, if such Lender shall have received such notice later than 12:00 (noon), New York, New York time, on any day, not later than 10:00 a.m., New York, New York time, on the immediately following Business Day) an amount equal to such Lender's Pro Rata Percentage of such Swingline Loan (it being understood that such amount shall be deemed to constitute an ABR Loan of such Lender, the proceeds of which shall be deemed to have been applied to the payment of the outstanding principal balance of and accrued interest on the Swingline Loans), and the Administrative Agent will promptly pay to the Swingline Lender amounts so received by it from the Lenders. The Administrative Agent will promptly pay to the Swingline Lender any amounts received by it from the Borrower in payment of the outstanding principal balance of and/or accrued interest on such Swingline Loan pursuant hereto prior to the time that any Lender makes any payment pursuant to this paragraph (d); any such amounts received by the Administrative Agent thereafter will be promptly remitted by the Administrative Agent to the Lenders that shall have made such payments and to the Swingline Lender, as their interests may appear. If any Lender shall not have made its Pro Rata Percentage of such Swingline Loan available to the Administrative Agent as provided above, such Lender agrees to pay interest on such amount, for each day from and including the date such amount is required to be paid in accordance with this paragraph to but excluding the date such amount is paid, to the Administrative Agent at, for the first such day, the Federal Funds Effective Rate, and for each day thereafter, the Alternate Base Rate. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph (d) in respect of Swingline Loans is absolute and unconditional and shall constitute a US Obligation hereundernot be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of an Event of Default or reduction or termination of the Revolving Loan Commitment, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.
Appears in 1 contract
Samples: Credit Agreement (On Command Corp)
Swingline Loans. Subject to the terms and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans in Dollars to the US Borrower in dollars from time to time on and after any Business Day during the period from the Closing Date and until to the Latest Maturity Date, sixth Business Day preceding the last day of the Availability Period in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the Swingline CommitmentExposure exceeding the Swingline Commitment or (ii) the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans exceeding the total Revolving Commitments, provided that, (w) that the Swingline Lender shall not be required to make any a Swingline Loan to refinance any an outstanding Swingline Loan. Notwithstanding the foregoing, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation required to make any a Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan (A) any applicable Lender shall be in a minimum principal amount default of not less than $50,000 its obligations under this Credit Agreement or such lesser amount as may be agreed by (B) any Credit Party shall have notified the Swingline Lender; provided that, notwithstanding Lender and the foregoing, any Borrower in writing at least one Business Day prior to the date of the proposed Borrowing of such Swingline Loan may be that the conditions set forth in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement Section 5.3 have not been satisfied and such conditions remain unsatisfied as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as requested time of the aggregate principal amount making of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, Swingline Loans may be borrowedprovided, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of a Swingline Loanfurther, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from that the Swingline Lender a risk participation in shall not make such Swingline Loan if Required Lenders shall have so notified the Administrative Agent, the Swingline Lender and the Borrower in an amount equal writing and the conditions with respect to the product of which such Revolving Lender’s Applicable Percentage notice was provided remain unsatisfied as of the Revolving Credit Commitments times requested time of the amount making of such Swingline Loan. Each Swingline Loan shall be secured due and payable on the maturity thereof, provided that in no event shall such maturity be later than the sixth Business Day preceding the Maturity Date. To request a Swingline Loan, the Borrower shall notify the Administrative Agent and the Swingline Lender by telephone (confirmed by facsimile) no later than 2:00 p.m., New York City time, on the day of the relevant Swingline Loan. Each such notice shall be irrevocable and shall specify (i) the aggregate principal amount to be borrowed, (ii) the requested date (which shall be a Business Day), and (iii) the requested Swingline Rate and maturity date of the requested Swingline Loan which shall be not later than seven Business Days after the making of such Swingline Loan. Subject to its agreement with the Borrower on the applicable Swingline Rate, the Swingline Lender will make the requested amount available promptly on that same day by means of a credit to an account designated in writing by the Lien Borrower not less than one Business Day prior to such Loan or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.10(e) by remittance to the Issuing Bank. The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the applicable Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the applicable Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each applicable Lender, specifying in such notice such applicable Lender's Applicable Percentage of such Swingline Loan or Swingline Loans. Each applicable Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender's Applicable Percentage of such Swingline Loan or Swingline Loans. Each applicable Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each applicable Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.6 with respect to Revolving Loans made by such Lender (and Section 2.6 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the applicable Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the applicable Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof. The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day notify the Administrative Agent that the Swingline Lender is requesting that the applicable Lenders make an ABR Revolving Borrowing in an amount equal to the outstanding principal balance and accrued interest on the US Collateral Swingline Loans, in favor which case (i) the Administrative Agent shall notify each applicable Lender of the details thereof and of the amount of such Lender's Loan to be made as part of such ABR Revolving Borrowing, 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 loan hereunder shall have been fulfilled, or any other matter whatsoever, make the 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) on such date, in the event that such Lender shall have received notice of such ABR Revolving Borrowing prior to 12:00 noon, New York City time, or (B) if such notice has not been received by such Lender prior to such time on such date, then not later than 1:00 p.m., New York City time, on (X) the Business Day that such Lender receives such notice, if such notice is received prior to 12:00 noon, New York City time, on the day of receipt or (Y) the Business Day immediately following the day that such Lender receives such notice, if such notice is not received prior to such time on the day of receipt. Such Loans shall, for all purposes hereof, be deemed to be an ABR Revolving Borrowing referred to in Section 2.1(a) and made pursuant to Section 2.3, and the Lenders obligations to make such Loans shall constitute a US Obligation hereunderbe absolute and unconditional. The Administrative Agent will make such Loans available to the Swingline Lender by promptly crediting or otherwise transferring the amounts so received, in like funds, to the Swingline Lender for the purpose of repaying in full the Swingline Loans and all accrued interest thereon.
Appears in 1 contract
Samples: Credit Agreement (Bisys Group Inc)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans in Dollars to the US Borrower from time to time on and after during the Closing Date and until the Latest Maturity DateAvailability Period, in an aggregate principal amount at any time outstanding not to exceed $50,000,000100,000,000 (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 Commitment, Lender and the outstanding principal amount of Swingline Loans (to the extent that the other Lenders shall not have funded their participation) does not exceed the US Revolving Commitment of the Swingline Lender and (iii) the aggregate Revolving Credit Exposures of all the Lenders does not exceed the aggregate US Revolving Commitments; provided that, (w) that the Swingline Lender shall not be required to make any a Swingline Loan to refinance any an outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the US Borrower may borrow, prepay and reborrow Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of Loans.
(b) To request a Swingline Loan, each Revolving Lender the US Borrower shall be deemed to, notify the Administrative Agent 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 request by telephone (confirmed in writing), not later than 1:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the Revolving Credit Commitments times the amount of such requested Swingline Loan. Each Swingline Loan shall be secured an ABR Loan. The Swingline Lender shall make each Swingline Loan available to the US Borrower by means of a credit to the Lien 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 remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.
(c) The Swingline Lender may, by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time on any Business Day, require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s US Collateral Funding Revolving Commitment Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s US Funding Revolving Commitment Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in favor 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 Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 4.01 with respect to Loans made by such Lender (and Section 4.01 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the US Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the US Borrower (or other party on behalf of the US Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall constitute be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the US Obligation 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. (1) Subject to the terms and conditions set forth hereinhereof, from time to time at any time during which the CoBank Cash Management Agreement is in effect but in no event later than the Business Day immediately preceding the Revolving Loan Expiration Date, Swingline Lender may, in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans in Dollars to the US Borrower from time to time on and after the Closing Date and until the Latest Maturity Dateherein, in an aggregate principal amount at any time outstanding not to exceed the Swingline Commitmentits sole discretion, provided that, (w) the Swingline Lender shall not be required to make any Swingline Loan to refinance any outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth hereinprovisions of the CoBank Cash Management Agreement, make swing line advances to Borrower in an aggregate principal amount not to exceed the Swingline Loan Commitment (each, individually, a “Swingline Loan” and, collectively, the “Swingline Loans”); provided, that at any one time the aggregate principal amount of the Revolving Credit Obligations outstanding may not exceed the Revolving Loan Commitment. Within the limits of and subject to the Available Revolving Loan Commitment, this Subsection 1.1(D) and Subsections 1.6, 1.7 and 1.8, amounts borrowed under this Subsection 1.1(D) may be repaid or prepaid and, at any time during which the CoBank Cash Management Agreement is in effect up to and including the Business Day immediately preceding the Revolving Loan Expiration Date, reborrowed. If at any time the aggregate principal balance of the Swingline Loans may then outstanding exceeds the Swingline Loan Commitment, Borrower shall be borrowed, prepaid deemed to have requested Administrative Agent to make a Revolving Loan in the amount of the difference in the manner and reborrowed. Each pursuant to the terms of Subsection 1.1(D)(2).
(2) Any outstanding Swingline Loan shall bear interest only at be payable by Borrower on demand by Swingline Lender, a rate based copy of which demand also shall be delivered by Swingline Lender to Administrative Agent. If Borrower fails to so reimburse Swingline Lender on demand (without limiting Swingline Lender’s remedies with respect to Borrower in the case of any Lender’s failure to advance under this Subsection 1.1(D)(2)), Borrower shall be automatically deemed to have requested Administrative Agent to make a Revolving Loan in the aggregate amount of the Swingline Loan. Each Lender agrees to fund its Pro Rata Share of any Revolving Loan made pursuant to this Subsection 1.1(D)(2). Administrative Agent shall promptly notify each Lender of the amount of such payment due and each such Lender, on the Alternate Base Rate. Immediately upon the making of a Swingline Loannext Business Day, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in deliver to Administrative Agent an amount equal to the product of its Pro Rata Share thereof in same day funds. Each Lender hereby absolutely and unconditionally agrees to pay to Swingline Lender such Revolving Lender’s Applicable Percentage Pro Rata Share of each such payment due. In addition to the Revolving Credit Commitments times foregoing, if for any reason any Lender fails to make payment to Swingline Lender of any amount due under this Subsection 1.1(D)(2), such Lender shall be deemed, at the option of Swingline Lender, to have unconditionally and irrevocably purchased from Swingline Lender, without recourse or warranty, an undivided interest and participation in the Swingline Loan in the amount of such Revolving Loan, and such interest and participation may be recovered from such Lender together with interest thereon at the Base Rate for each day during the period commencing on the date of demand and ending on the date such amount is received. Each Lender acknowledges and agrees that its obligations to fund Revolving Loans and/or to acquire participations pursuant to this Subsection 1.1(D)(2) in respect of the Swingline Loan are 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 failure by Borrower to satisfy any of the conditions set forth in Section 7. If any Lender fails to make available to Swingline Lender the amount of such Lender’s Pro Rata Share of any payments due as provided in this Subsection 1.1(D)(2), Swingline Lender shall be entitled to recover such amount on demand from such Lender together with interest at the Base Rate. On the Revolving Loan Expiration Date, if not sooner demanded, Borrower shall repay in full the outstanding principal amount of the Swingline Loan. Each .
(3) The Swingline Loan shall accrue interest from the date made as a Base Rate Loan, at the sum of the Base Rate plus the Base Rate Margin applicable from time to time as provided in Subsection 1.2(B). Until each Lender funds its Pro Rata Share of its Revolving Loan or purchases a participation pursuant to Subsection 1.1(D)(2), interest in respect of the Swingline Loan, or the applicable portion thereof, shall be secured solely for the account of Swingline Lender. Notwithstanding any other provision of this Agreement, Borrower shall make all payments of principal and interest in respect of the Swingline Loans directly to Swingline Lender.
(4) Borrower may request Swingline Loans without regard to minimum amounts. Borrower may request Swingline Loans by the Lien email or by such other methods as shall have been approved in writing in advance by Swingline Lender provided such request is made by an employee or representative of Borrower designated in writing by Borrower as authorized to make such a request and is made not later than 3:00 p.m. (New York, New York time) on the US Collateral in favor day of the proposed Swingline Loan; provided that if such request is made by telephone, fax or email, upon request, Borrower shall promptly confirm such request in writing to Swingline Lender and Administrative Agent Agent. Swingline Loans also may be made automatically on any day as and to the extent provided in the CoBank Cash Management Agreement, so long as the CoBank Cash Management Agreement is in effect. Notwithstanding any other provision of this Agreement, Borrower shall constitute a US Obligation hereundermake all payments of principal and interest in respect of Swingline Loans directly to Swingline Lender by such method and to such account or place as Swingline Lender may from time to time designate in writing.
(5) The Swingline Loan may be prepaid by Borrower at any time without penalty.
Appears in 1 contract
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans to any Borrower in Dollars to the US Borrower dollars from time to time on and after any Business Day during the Closing period from the Effective Date and until to the Latest Maturity Date, tenth Business Day preceding the Termination Date in an aggregate principal amount at any time outstanding that will not to result in (i) the Swingline Exposure exceeding the Swingline Commitment (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline Lender's other outstanding Revolving Loans hereunder, may exceed the Swingline Commitment, provided thatLender's Commitment then in effect), (wii) the sum of the total Credit Exposures exceeding the aggregate Commitments or (iii) such Borrower's Loan Balance exceeding such Borrower's Maximum Permitted Borrowing, PROVIDED that the Swingline Lender shall not be obligated to make a Swingline Loan to refinance an outstanding Swingline Loan. Notwithstanding the foregoing, the Swingline Lender shall not be required to make any a Swingline Loan to refinance any outstanding Swingline Loan, if (xi) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all prior thereto or simultaneously therewith no Borrower shall have borrowed Revolving Loans, Swingline Loans and LC Obligations (ii) any Lender shall not exceed the Aggregate Commitments, be in default of its obligations under this Credit Agreement or (yiii) the Initial US Revolving Credit Exposure any Lender shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) have notified the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be and the Borrowers in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal writing at least one Business Day prior to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect borrowing date with respect to such Swingline Loan. Within , that the foregoing limits and subject to the terms and conditions set forth herein, Swingline Loans may be borrowed, prepaid in Section 5.2 have not been satisfied and reborrowed. Each Swingline Loan shall bear interest only at a rate based on such conditions remain unsatisfied as of the Alternate Base Rate. Immediately upon requested time of the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments times the amount of such Swingline Loan. Each Swingline Loan shall be secured by the Lien due and payable on the US Collateral Maturity Date thereof, provided that in favor no event shall such Maturity Date be later than the fifth Business Day preceding the Termination Date.
(b) To request a Borrowing of a Swingline Loan, the Borrower to which such Swingline Loan is to be made, shall notify the Administrative Agent and the Swingline Lender of such request by telephone (confirmed by fax) no later than 3:00 p.m., New York City time, on the date of the relevant Swingline Loan. Each such notice shall be irrevocable and shall specify (i) the identity of the Borrower to which the requested Swingline Loan is to be made, (ii) the principal amount to be borrowed, (iii) the requested date of the borrowing of such Swingline Loan (which shall be a Business Day), and (iv) the requested Maturity Date of such Swingline Loan which shall be not later than seven Business Days after the making of such Swingline Loan. The Swingline Lender will make the requested amount available promptly on that same day in immediately available funds to the Administrative Agent (for the account of such Borrower as set forth in Section 2.4) and the Administrative Agent, thereupon, will promptly make such amount available to such Borrower in like funds as provided therein. Each Swingline Loan shall be in an aggregate amount that is an integral multiple of $100,000 and not less than $500,000.
(c) The Swingline Lender may by written notice given to the Administrative Agent not later than 3:00 p.m., New York City time, on any Business Day notify the Administrative Agent that the Swingline Lender is requesting that the Lenders make an Alternate Base Rate Borrowing 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 of such Lender's Revolving Loan to be made as part of such Alternate Base Rate Borrowing, 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 Loan hereunder shall have been fulfilled, or any other matter whatsoever, make the 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 Alternate Base Rate Borrowing 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. Such Loans shall, for all purposes hereof, be deemed to be a Floating Rate Borrowing made pursuant to Section 2.3, and the Lenders obligations to make such Loans shall be absolute and unconditional. The Administrative Agent will make such Loans available to the Swingline Lender by promptly crediting or otherwise transferring the amounts so received, in like funds, to the Swingline Lender for the purpose of repaying in full the Swingline Loans and all accrued interest thereon.
(d) If any Borrower fails to make any payment owed by it with respect to a Swingline Loan, or if any such sum paid by a Borrower is required to be refunded to such Borrower for any reason, the Administrative Agent shall notify each applicable Lender of the affected Swingline Loan, the payment then due from or to such Borrower in respect thereof and such Lender's Applicable Percentage thereof. Each Lender shall purchase a participation in such Swingline Loan by paying to the Administrative Agent its Applicable Percentage of the payment then due from such Borrower, in the same manner as provided in Section 2.4 with respect to Loans made by such Lender (and Section 2.4 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 Floating Rate Borrowing 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 from such Borrower, the Administrative Agent shall distribute such payment to the Swingline Lender or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the Swingline Lender, then to such Lenders and the Swingline Lender as their interests may appear. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Swingline Loans is absolute and unconditional and shall constitute not be affected by any circumstance whatsoever, including the occurrence and continuance of a US Obligation hereunderDefault or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.
Appears in 1 contract
Samples: Credit Agreement (Highland Floating Rate LTD Liability Co)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to may make Swingline Loans in Dollars to the US U.S. Borrower from time to time on and after during the Closing Date and until the Latest Maturity DateAvailability Period, in an aggregate principal amount at any time outstanding that will not to exceed the Swingline Commitment, provided that, result in (wi) the Swingline Lender shall not be required to make any Swingline Loan to refinance any outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed exceeding $25,000,000, (ii) the Swingline Commitment after giving effect to (A) Aggregate Revolving Credit Exposure exceeding (B) the Aggregate Commitments minus the Aggregate Ancillary Commitments, (iii) the Aggregate Total Exposure exceeding the Aggregate Commitments or (iv) the sum of (I) the outstanding principal amount of any Lender’s Revolving Loans and (II) such Swingline LoanLender’s Total Lender Risk Participation exceeding such Lender’s Commitment. Within the foregoing limits and subject to the terms and conditions set forth herein, the U.S. Borrower may borrow, prepay and reborrow Swingline Loans may be borrowedLoans.
(b) To request a Swingline Borrowing, prepaid and reborrowedthe U.S. Borrower shall notify the Applicable Agent of such request by telephone (confirmed in a writing acceptable to the Applicable Agent if requested by the Applicable Agent), not later than 12:00 noon, Local Time, on the day of a proposed Swingline Loan. Each such notice 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. The Applicable Agent shall promptly advise the Swingline Lender of any such notice received from the U.S. Borrower. The Swingline Lender and the U.S. 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 such proposed Swingline Loan, then such Swingline Loan shall bear interest only at a rate based on the Alternate Base RateOne‑Month LIBO Rate plus the Applicable Margin. Immediately upon the making Any funding of a Swingline Loan, each Revolving Loan by the Swingline Lender shall be deemed tomade in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., and hereby irrevocably and unconditionally agrees toLocal Time, purchase from to the account of the Applicable Agent most recently designated by it for such purpose by notice to the Swingline Lender a risk participation in Lender. The Applicable Agent will make such Swingline Loan in an amount equal available to the product of such Revolving Lender’s Applicable Percentage U.S. Borrower by promptly crediting the amounts so received, in like funds, to the general deposit account of the Revolving Credit Commitments times U.S. Borrower that has been identified by the U.S. Borrower to the Applicable Agent (or, in the case of a Swingline Borrowing made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).
(c) The Swingline Lender may by written notice given to the Applicable Agent not later than 1:00 p.m., Local Time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans. Such notice shall specify the aggregate amount of such Swingline LoanLoans in which the Lenders will participate. Promptly upon receipt of such notice, the Applicable Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Swingline Risk Participation with respect to the Swingline Loans then outstanding. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Applicable Agent, for the account of the Swingline Lender, such Lender’s Swingline Risk Participation with respect to the Swingline Loans then outstanding. Each 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 Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Applicable Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Applicable Agent shall notify the U.S. Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments in respect of such Swingline Loan shall be secured made to the Applicable Agent and not to the Swingline Lender. Any amounts received by the Lien Swingline Lender from the U.S. Borrower (or other party on the US Collateral behalf of such Borrower) in favor respect of a Swingline Loan after receipt by such Swingline Lender of the Administrative proceeds of a sale of participations therein shall be promptly remitted to the Applicable Agent; any such amounts received by the Applicable Agent shall be promptly remitted by the Applicable Agent to the 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 constitute be repaid to such Swingline Lender or to the Applicable Agent, as applicable, if and to the extent such payment is required to be refunded to the U.S. Borrower for any reason. The purchase of participations in a US Obligation hereunderSwingline Loan pursuant to this paragraph shall not relieve the U.S. Borrower of any default in the payment thereof.
(d) Notwithstanding anything herein to the contrary, if there at any time exists a Defaulting Lender, unless such Lender’s Fronting Exposure has been reallocated to other Lenders in accordance with Section 2.24(a), before making any Swingline Loans, the Swingline Lender may condition the provision of such Swingline Loans on its entering into arrangements satisfactory to the Swingline Lender with the Borrower or such Defaulting Lender to eliminate the Swingline Lender’s Fronting Exposure.
Appears in 1 contract
Samples: Credit Agreement (Miller Herman Inc)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans in Dollars to the US Borrower Company from time to time on and after prior to the Closing Date and until the Latest Maturity Termination Date, in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the aggregate principal amount of outstanding Swingline Commitment, Loans exceeding $50,000,000 or (ii) the Total Outstanding Amount exceeding the aggregate amount of the Commitments; provided that, (w) that the Swingline Lender shall not be required to make any a Swingline Loan to refinance any an outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments times the amount of such Swingline LoanLoans. Each Swingline Loan shall be secured by in an amount that is an integral multiple of $500,000 and not less than $2,500,000. Swingline Loans shall only be made in Dollars.
(b) To request a Swingline Loan, the Lien on the US Collateral in favor of Company shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon (New York City time) on the date of a proposed Swingline Loan. Each such notice shall be irrevocable and shall constitute specify the requested date (which shall be a US Obligation hereunderDomestic Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Company. The Swingline Lender shall make each Swingline Loan available to 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 a Letter of Credit as provided in Section 2.18(c), by remittance to the Issuing Bank) by 3:00 P.M. (New York City time) on the requested date of such Swingline Loan.
(c) Upon the making of each Swingline Loan, the Swingline Lender shall be deemed, without further action by any party hereto, to have sold to each Lender, and each Lender shall be deemed, without further action by any party hereto, to have purchased from the Swingline Lender, an unfunded participation in such Swingline Loan to the extent of its Percentage. The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 A.M. (New York City time) on any Domestic Business Day require the Lenders to fund their participations on such Domestic Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to fund 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 Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.04 with respect to Loans made by such Lender (and Section 2.04 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Company of any participations in any Swingline Loan funded pursuant to this paragraph. Any amounts received by the Swingline Lender from the Company (or other party on behalf of the Company) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Company for any reason. The funding of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Company of any default in the payment thereof.
Appears in 1 contract
Samples: Credit Agreement (Allergan Inc)
Swingline Loans. Subject to the terms and conditions set forth herein, the (a) The Swingline Lender in reliance upon is authorized by the agreements of the other Lenders set forth in this Section 2.24Lenders, agrees but is not obligated, to make Swingline Loans in Dollars up to (i) $15,000,000 plus (ii) the US Borrower from time to time on and after the Closing Date and until the Latest Maturity DatePermitted Overadvances, in an the aggregate principal amount outstanding at any time outstanding not to exceed time, consisting only of Prime Rate Loans, upon a notice of Borrowing received by the Administrative Agent and the Swingline CommitmentLender (which notice, at the Swingline Lender’s discretion, may be submitted prior to 1:00 p.m. on the Business Day on which such Swingline Loan is requested); provided that, (w) that the Swingline Lender shall not be required obligated to make any Swingline Loan to refinance in its reasonable discretion if any outstanding Swingline LoanLender at such time is a Deteriorating Lender, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) unless the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 has entered into satisfactory arrangements with the Borrower or such lesser amount as may be agreed by Lender to eliminate the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the ’s risk of full reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect with respect to such Swingline Loan. Within the foregoing limits and Swingline Loans shall be subject to periodic settlement with the terms and conditions set forth herein, Lenders under Section 2.08 below.
(b) Swingline Loans may be borrowedmade only in the following circumstances: (A) for administrative convenience, prepaid and reborrowed. Each the Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately Lender may, but is not obligated to, make Swingline Loans in reliance upon the making of a Borrower’s actual or deemed representations under Section 4.02, that the applicable conditions for borrowing are satisfied or (B) for Permitted Overadvances. If the conditions for borrowing under Section 4.02 cannot be fulfilled, the Required Lenders may direct the Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation thereupon shall, cease making Swingline Loans (other than Permitted Overadvances) until such conditions can be satisfied or are waived in such accordance with Section 9.02 hereof. Unless the Required Lenders so direct the Swingline Loan in an Lender, the Swingline Lender may, but is not obligated to, continue to make Swingline Loans notwithstanding that the conditions for borrowing under Section 4.02 cannot be fulfilled. No Swingline Loans shall be made pursuant to this subsection (b) (other than Permitted Overadvances) if the aggregate outstanding amount equal to the product of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments times Extensions would exceed the amount of such Swingline Loan. Each Swingline Loan shall be secured by the Lien on the US Collateral in favor of the Administrative Agent and shall constitute a US Obligation hereunderCap.
Appears in 1 contract
Samples: Credit Agreement (Stage Stores Inc)
Swingline Loans. (a) Subject to the terms and conditions set forth hereinof this Agreement, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make swingline loans (“Swingline Loans in Dollars Loans”) to the US Borrower from time to time on and after during the Closing Date and until Commitment Period; provided, that the Latest Maturity Date, in an aggregate principal amount at any time outstanding not to exceed the Swingline Commitment, provided that, (w) the Swingline Lender shall not be required to make any Swingline Loan to refinance any of all outstanding Swingline Loan, Loans (x) after giving effect to any Swingline Loanamount requested), the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (Ai) the aggregate Initial US Commitment Aggregate Commitments less the sum of all outstanding Loans and the LC Obligations and (Bii) the US Borrowing Base, Swingline Commitment; provided further that the Swingline Lender will not make a Swingline Loan from and after the date which is one (z1) 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 4.01 is not then satisfied until such conditions are satisfied or waived in accordance with the provisions of this Agreement (and the Swingline Lender shall not be under entitled to conclusively rely on any such notice and shall have no obligation to make 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 amount of any Swingline Loan if it has, shall not be subject to a minimum amount or increment.
(b) Swingline Loans shall be refunded by such Credit Extension will have, Fronting Exposurethe Lenders on demand by the Swingline Lender. Each Such refundings of any Swingline Loan shall be made by each Lender in a minimum principal an amount equal to its Applicable Percentage with respect thereto and shall thereafter be reflected as Loans of not less than $50,000 or the Lenders on the books and records of the Administrative Agent. Each Lender shall fund such lesser amount as may be agreed 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; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required ’s obligation to finance the reimbursement fund its Applicable Percentage of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, Swingline Loans may be borrowed, prepaid and reborrowed. Each a Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making be affected by any other Lender’s failure to fund its Applicable Percentage of a Swingline Loan, nor shall any Lender’s Applicable Percentage be increased as a result of any such failure of any other Lender to fund its Applicable Percentage of a Swingline Loan.
(c) The Borrower shall pay to the Swingline Lender the amount of each Revolving Swingline Loan (unless such Swingline Loan is fully refunded by 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 (up to the amount available therein) in order to immediately pay the Swingline Lender the amount of such Swingline Loans. If any portion of any such amount paid to the Swingline Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase 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 risk participation in such 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).
(d) Each Lender acknowledges and agrees that its obligation to refund Swingline Loans in accordance with the terms of this Section 2.02 is absolute and unconditional and shall not be affected by any circumstance whatsoever, including non-satisfaction of the conditions 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 8.01(j)(i), 8.01(j)(ii) or 8.01(j)(iii) shall have occurred, each Lender will, on the date the applicable 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 the product of such Revolving Lender’s its Applicable Percentage of the Revolving Credit Commitments times the aggregate amount of such Swingline LoanLoans. Each Lender will immediately transfer 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 case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded). Notwithstanding the foregoing provisions of this Section 2.02(d), a Lender shall have no obligation to refund a Swingline Loan pursuant to Section 2.02(b) if (i) a Default shall be secured exist at the time such refunding is requested by the Lien on Swingline Lender, (ii) such Default had occurred and was continuing at the US Collateral time such Swingline Loan was made by the Swingline Lender and (iii) such Lender notified the Swingline Lender in favor writing, not less than one (1) Business Day prior to the making by the Swingline Lender of the Administrative Agent such Swingline Loan, that such Default has occurred and shall constitute a US Obligation hereunderis continuing and that such Lender will not refund Swingline Loans made while such Default is continuing.
Appears in 1 contract
Swingline Loans. Subject (a) Either Borrower shall give the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of each Swingline Borrowing ("Notice of Swingline Borrowing") prior to 11:00 a.m. on the terms requested date of each Swingline Borrowing. Each Notice of Swingline Borrowing shall be irrevocable and conditions set forth herein, shall specify: (i) the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans in Dollars to the US Borrower from time to time on and after the Closing Date and until the Latest Maturity Date, in an aggregate principal amount at any time outstanding not to exceed the Swingline Commitment, provided that, (w) the Swingline Lender shall not be required to make any Swingline Loan to refinance any outstanding of such Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (yii) the Initial US Revolving Credit Exposure date of such Swingline Loan (which shall not exceed the lesser of be a Business Day) and (Aiii) the aggregate Initial US Commitment and (B) account of such Borrower to which the US Borrowing Base, and (z) proceeds of such Swingline Loan should be credited. The Administrative Agent will promptly advise the Swingline Lender shall not be under any obligation to make any of each Notice of Swingline Loan if it has, or by such Credit Extension will have, Fronting ExposureBorrowing. Each Swingline Loan shall be in a minimum accrue interest at the Swingline Rate. The aggregate principal amount of each Swingline Loan shall be not less than $50,000 100,000 or a larger multiple of $50,000, or such lesser amount as may be other minimum amounts agreed to by the Swingline Lender; provided that, notwithstanding Lender and such Borrower. The Swingline Lender will make the foregoing, any proceeds of each Swingline Loan may be available to such Borrower in an aggregate amount that is (x) required to finance Dollars in immediately available funds at the reimbursement account specified by such Borrower in the applicable Notice of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to Swingline Borrowing not later than 1:00 p.m. on the entire unused balance requested date of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within Upon the foregoing limits and subject to written request of any Lender (but no more often than quarterly), the terms and conditions set forth herein, Administrative Agent will notify any requesting Lender if any Swingline Loans may be borrowedoccurred during the applicable quarter.
(b) The Swingline Lender, prepaid at any time and reborrowed. Each Swingline Loan shall bear interest only at a rate based from time to time in its sole discretion, may, on behalf of the Alternate Base Rate. Immediately upon the making of a Swingline Loan, applicable Borrower (each Revolving Lender shall be deemed to, and Borrower hereby irrevocably authorizes and unconditionally agrees to, purchase from directs the Swingline Lender to act on its behalf), give a risk participation Borrowing Request to the Administrative Agent requesting the Lenders (including the Swingline Lender) to make Base Rate Loans in an amount equal to the unpaid principal amount of any Swingline Loan. Administrative Agent shall give prompt notice of such Borrowing Request to Lenders. Unless a Lender shall have delivered to Swingline Lender a copy of a Notice of Default given to Administrative Agent pursuant to Section 10.9 at least two (2) Business Days prior to Swingline Lender's making any Swingline Loan and the Default subject to such Notice of Default continues to exist, such Lender will make the proceeds of its Base Rate Loan included in such Borrowing available to the Administrative Agent for the account of the Swingline Lender, which will be used solely for the repayment of such Swingline Loan.
(c) If for any reason a Base Rate Loan may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the Swingline Lender), unless such Lender shall have delivered to Swingline Lender a copy of a Notice of Default given to Administrative Agent pursuant to Section 10.9 at least two (2) Business Days prior to Swingline Lender's making any Swingline Loan and the Default subject to such Notice of Default continues to exist, shall purchase an undivided participating interest in such Swingline Loan in an amount equal to its pro rata share thereof on the product date that such Base Rate Loan should have occurred. On the date of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments times required purchase, each such Lender shall promptly transfer, in immediately available funds, the amount of its participating interest to the Administrative Agent for the account of the Swingline Lender. If such Swingline Loan. Each Loan bears interest at a rate other than the Base Rate, such Swingline Loan shall be secured by the Lien automatically become a Base Rate Loan on the US Collateral in favor effective date of any such participation and interest shall become payable on demand.
(d) Each Lender's obligation to make a Base Rate Loan pursuant to Section 2.3.2(b) or to purchase the Administrative Agent and shall constitute a US Obligation hereunder.participating interests pursuant to Section 2.3.2
Appears in 1 contract
Samples: Credit Agreement (United Surgical Partners International Inc)
Swingline Loans. Subject (a) The Swingline Lender is authorized by the Lenders, and shall make, Swingline Loans at any time (subject to SECTION 2.06(b)) to the terms Borrowers up to the amount of the sum of (i) the Swingline Loan Ceiling, upon a notice of Borrowing from Lead Borrower received by the Administrative Agent and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24(which notice, agrees to make Swingline Loans in Dollars to the US Borrower from time to time on and after the Closing Date and until the Latest Maturity Date, in an aggregate principal amount at any time outstanding not to exceed the Swingline CommitmentLender’s discretion, may be submitted prior to 3:00 p.m. on the Business Day on which such Swingline Loan is requested), plus (ii) any Permitted Overadvances; provided that, (w) that the Swingline Lender shall not be required obligated to make any Swingline Loan to refinance in its reasonable discretion if any outstanding Swingline LoanLender at such time is a Deteriorating Lender, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) unless the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 has entered into satisfactory arrangements with the Borrowers or such lesser amount as may be agreed by Lender to eliminate the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the ’s risk of full reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect with respect to such Swingline Loan. Within Swingline Loans shall be Prime Rate Loans bearing interest at the foregoing limits Extended Term Prime Rate and shall be subject to periodic settlement with the terms and conditions set forth herein, Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at Lenders under SECTION 2.22 below.
(b) The Lead Borrower’s request for a rate based on the Alternate Base Rate. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments times the amount of such Swingline Loan. Each Swingline Loan shall be secured by deemed a representation that the Lien on applicable conditions for borrowing under SECTION 4.02 are satisfied (unless such conditions have been waived). If the US Collateral conditions for borrowing under SECTION 4.02 cannot in favor of fact be fulfilled, (x) the Lead Borrower shall give immediate notice (a “Noncompliance Notice”) thereof to the Administrative Agent and the Swingline Lender, and the Administrative Agent shall constitute promptly provide each Lender with a US Obligation hereundercopy of the Noncompliance Notice, and (y) the Required Lenders may direct the Swingline Lender to, and the Swingline Lender thereupon shall, cease making Swingline Loans (other than Permitted Overadvances) until such conditions can be satisfied or are waived in accordance with SECTION 9.
Appears in 1 contract
Samples: Credit Agreement (Burlington Coat Factory Investments Holdings, Inc.)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the each Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans in Dollars to the US Borrower from time to time on and after during the Closing Date and until the Latest Maturity DateAvailability Period, in an aggregate principal amount at any time outstanding that will not to exceed the Swingline Commitment, provided that, result in (wi) the Swingline Lender shall not be required to make any Swingline Loan to refinance any outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed of all Swingline Lenders exceeding $50,000,000 or (ii) the aggregate Revolving Exposures exceeding the aggregate Revolving Commitments, provided that no Swingline Commitment after giving effect Lender shall be required to such make a Swingline Loan to refinance an outstanding Swingline Loan, and by requesting a Swingline Loan the Borrower shall be deemed to be representing to each Swingline Lender that the terms set forth in clauses (a)(i) and (a)(ii) above are true and correct on the date of the requested 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 may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of Loans.
(b) To request a Swingline Loan, each Revolving the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 2:00 p.m., New York City time, on the day of such proposed Swingline Loan and which Swingline Lender is to make the requested Swingline Loan. Each such notice shall be deemed to, irrevocable and hereby irrevocably shall specify the requested date (which shall be a Business Day) and unconditionally agrees to, purchase from amount of the requested Swingline Loan. 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 the Borrower by means of a risk participation credit to the general deposit account of the Borrower maintained with such Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the Issuing Bank or, to the extent that the Lenders have made payments pursuant to Section 2.05(e) to reimburse the Issuing Bank, to such Lenders and the Issuing Bank as their interests may appear) by 4:00 p.m., New York City time, on the requested date of such Swingline Loan.
(c) Each Swingline Lender may by written notice given to the Administrative Agent not later than 12:30 p.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans made by it and then outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such Swingline Loan in an amount equal to the product of notice such Revolving Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Revolving Credit Commitments times Administrative Agent, for the amount account of the applicable Swingline Lender, such Lender’s Applicable Percentage 4159-0000-0000.0 of such Swingline LoanLoan or Swingline Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this clause 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 Lender shall comply with its obligation under this clause by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such 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 Swingline Lender that has made the applicable demand the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this clause, and thereafter payments in respect of such Swingline Loan shall be secured by the Lien on the US Collateral in favor of made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by such Swingline Lender from the Borrower (or 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 constitute be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this clause 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 US Obligation hereunderSwingline Loan pursuant to this clause shall not relieve the Borrower of any default in the payment thereof.
Appears in 1 contract
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the a Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to may make Swingline Loans in Dollars to the US any Borrower from time to time on and after during the Closing Date and until the Latest Maturity DateAvailability Period, in an aggregate principal amount at any time outstanding that will not to exceed the Swingline Commitment, provided that, result in (wi) the Swingline Lender shall not be required to make any Swingline Loan to refinance any outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount Dollar Equivalent of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans, other than Swingline Shekel Loans, exceeding $25,000,000, (ii) the Dollar Equivalent of the aggregate principal amount of outstanding Swingline Shekel Loans would not exceed exceeding $15,000,000, (iii) the (A) Aggregate Revolving Credit Exposure exceeding (B) the Aggregate Revolving Commitments minus the Aggregate Ancillary Commitments or (iv) the Aggregate Total Revolving Exposure exceeding the Aggregate Revolving Commitments. Notwithstanding the foregoing, the Swingline Commitment after giving effect to such Shekel Lender may only make Swingline LoanShekel Loans and shall not make any other Swingline Loans, and any other Swingline Lender may not make Swingline Shekel Loans. Within the foregoing limits and subject to the terms and conditions set forth herein, such Borrowers may borrow, prepay and reborrow Swingline Loans may be borrowed, prepaid and reborrowed. Each Loans.
(b) To request a Swingline Loan shall bear interest only at a rate based on Borrowing:
(i) in the Alternate Base Rate. Immediately upon the making case of a Swingline Loan denominated in Dollars to the U.S. Borrower, the applicable Borrower shall notify the Applicable Agent of such request by telephone (confirmed in a writing acceptable to the Applicable Agent if requested by the Applicable Agent), not later than 2:00 p.m. (or such other time agreed to by the U. S. Borrower and the applicable Swingline Lender), Chicago time, on the day of such proposed Swingline Loan,
(ii) in the case of a Swingline Shekel Loan, each Revolving Lender the Israeli Borrower shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from notify the Swingline Shekel Lender directly by telephone or in writing (in accordance with the standard borrowing procedures and written terms and conditions signed by Agis in favor the Swingline Shekel Lender prior to the date hereof) by 2:00 p.m. (or such later time agreed to by the Israeli Borrower and the Swingline Shekel Lender), Local Time, on the day of a risk participation proposed Swingline Shekel Loan, and
(iii) in the case of any other Swingline Loan, the applicable Borrower shall notify the Applicable Agent of such request by telephone (confirmed in a writing acceptable to the Applicable Agent if requested by the Applicable Agent), not later than 10:00 a.m. (or such other time agreed to by the applicable Borrower and such Swingline Loan in an amount equal to Lender), Local time, on the product day of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments times the amount of such proposed Swingline Loan. Each such notice shall be irrevocable and shall specify (A) the requested date (which shall be a Business Day), (B) whether such Swingline Loan shall is to be secured by denominated in Dollars or a Foreign Currency, (C) the Lien on the US Collateral in favor amount of the Administrative Agent requested Swingline Borrowing, and (D) in the case of a Swingline Borrowing denominated in a Foreign Currency, the Interest Period requested to be applicable thereto, which shall constitute a US Obligation hereunder.be
Appears in 1 contract
Samples: Credit Agreement (Perrigo Co)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees severally agree to make Swingline Loans to the Borrowers denominated in Dollars to the US Borrower and Foreign Currencies (provided that Subsidiary Borrowers which are Foreign Subsidiaries may only borrow Swingline Foreign Currency Loans) from time to time on and after during the Closing Date and until the Latest Maturity DateAvailability Period, in an aggregate principal amount at any time outstanding that will not to exceed the Swingline Commitment, provided that, result in (wi) the Swingline Exposure exceeding $50,000,000, (ii) the sum of the total Revolving Credit Exposures exceeding the total Commitments, or (iii) the Dollar Equivalent of the aggregate amount of all Swingline Foreign Currency Loans exceeding $25,000,000; provided that no Swingline Lender shall not be required to make any a Swingline Loan to refinance any an outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such 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; provided, that except as the Swingline Lenders may otherwise agree, there shall not at any time be more than a total of four Swingline Foreign Currency Loans outstanding.
(b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), (i) not later than 4:00 pm, New York City time, on the day of a proposed Swingline Loan in the case of Swingline Dollar Loans, (ii) not later than 10:00 a.m., Local Time, on the day of a proposed Swingline Loan in the case of Swingline Loans may denominated in Euros, Sterling or Canadian Dollars, (iii) not later than 11:00 a.m., Local Time, one Business Day before the date of the proposed Swingline Loan in the case of Swingline Loans denominated in Swedish krona or Swiss francs and (iv) not later than 10:00 a.m., Local Time, two Business Days before the date of the proposed Swingline Loan in the case of Swingline Loans denominated in any other Foreign Currency permitted under this Section 2.05. Each such notice shall be borrowedirrevocable and shall specify (i) the requested date (which shall be a Business Day), prepaid (ii) whether such Swingline Loan is to be denominated in Dollars or a Foreign Currency, (iii) the amount of the requested Swingline Loan, (iv) the identity of the Applicable Borrower, (v) the Swingline Lender from which such Swingline Loan is requested and reborrowed(vi) 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 will promptly advise the applicable Swingline Lender of any such notice received from the Borrower. Each Swingline Lender shall make each of its Swingline Loan available to the Applicable Borrower by means of a credit to the general deposit account of the Applicable Borrower with such 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 remittance to the Issuing Bank) by 5:00 p.m., Local Time, on the requested date of such Swingline Loan. Notwithstanding the foregoing, with respect to Swingline Loans in currencies which become Foreign Currencies after the date hereof pursuant to the definition of “Foreign Currency”, related request periods and borrowing increments shall be as agreed to by the Borrower, the Administrative Agent and the Swingline Lenders.
(c) Each Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate, and such amount of Swingline Loans, if denominated in Foreign Currency, shall be converted to Dollars and shall bear interest only at a rate based on the Alternate Base Rate. Immediately Promptly upon receipt of such notice, the making of a Swingline LoanAdministrative Agent will give notice thereof to each Lender, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation specifying in such Swingline Loan in an amount equal to the product of notice such Revolving Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Revolving Credit Commitments times Administrative Agent, for the amount account of the applicable Swingline Lender, such Lender’s Applicable Percentage of such Swingline LoanLoan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.07 with respect to Loans made by such Lender (and Section 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 Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be secured by the Lien on the US Collateral in favor of made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by any Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by applicable Swingline Lender of the proceeds of a sale of participations therein shall constitute be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the applicable Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the applicable 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 Obligation hereunderSwingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
Appears in 1 contract
Samples: Credit Agreement (Scansource Inc)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans to the Borrower in Dollars to the US Borrower from time to time on and after during the Closing Date and until the Latest Maturity DateRevolving Availability Period, in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the aggregate Outstanding Amount of Swingline CommitmentLoans exceeding $10,000,000 or (ii) the aggregate Revolving Exposures exceeding the aggregate Revolving Commitments, provided that, (w) that the Swingline Lender shall not be required to make any a Swingline Loan to refinance any an outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, . All Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline LoanABR Loans. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of Loans.
(b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent and the Swingline Lender. Each such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $500,000 (and any amount in excess of $500,000 shall be an integral multiple of $100,000), and (ii) the requested 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, appropriately completed and signed by a Responsible Officer of the Borrower. 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, any Loan Party or any Lender prior to 2:00 p.m. 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 Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Loan Notice, make the amount of its Swingline Loan available to the Borrower.
(i) The Swingline Lender at any time in its sole and absolute discretion may request, on behalf of the Borrower (which hereby irrevocably authorizes the Swingline Lender to so request on its behalf), that each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline make an ABR Revolving Loan in an amount equal to such Lender’s Applicable Percentage of the product amount 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 without regard to the minimum and multiples specified therein for the principal amount of ABR Revolving Loans, but subject to the unutilized portion of the Revolving Commitments and the conditions set forth in Section 4.04. The Swingline Lender shall furnish the Borrower with a copy of the applicable Borrowing Request promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Borrowing Request available to the Administrative Agent in Same Day Funds for the account of the Swingline Lender at the Administrative Agent’s Office for Dollar-denominated payments not later that 1:00 p.m. 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 an ABR Revolving Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swingline Lender and such funds shall be applied to repay the applicable Swingline Loan.
(ii) If for any reason any Swingline Loan cannot be refinanced by such a Borrowing of Revolving Loans in accordance with Section 2.04(c)(i), the request for ABR Revolving 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 Lenders fund its risk participation in the relevant Swingline Loan and each Lender’s payment to the Administrative Agent for the account of the Swingline Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation.
(iii) 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 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 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 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 Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s ABR Revolving Loan included in the relevant Borrowing of Revolving Loans or funded participation in the relevant Swingline Loan, as the case may be. A certificate of the Swingline Lender submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.
(iv) Each Revolving Lender’s obligation to make ABR Revolving Loans or to purchase and fund risk participations in Swingline Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any 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, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Lender’s obligation to make ABR Revolving Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.04. 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 on account of such Swingline Loan, the Swingline Lender will distribute to such Revolving Lender its Applicable Percentage therein in the same funds as 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 9.03 (including pursuant to any settlement entered into by the Swingline Lender in its discretion), each Revolving Lender shall pay to the Swingline Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate. The Administrative Agent will make such demand upon the request of the Swingline Lender. The obligations of the Lenders under this clause shall 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 for interest on the Swingline Loans. Until each Revolving Lender funds its ABR Revolving Loan or risk participation pursuant to this Section 2.04 to refinance such Revolving Lender’s Applicable Percentage of any Swingline Loan, interest in respect of such Applicable Percentage shall be 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) To the extent not previously refinanced under Section 2.04(c), Borrower shall repay each Swingline Loan on the earlier to occur of (i) the date that is ten Business Days after such Loan is made and (ii) the Revolving Credit Commitments times the amount of such Swingline Loan. Each Swingline Loan shall be secured by the Lien on the US Collateral in favor of the Administrative Agent and shall constitute a US Obligation hereunderMaturity Date.
Appears in 1 contract
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender Lender, in reliance upon the agreements of the other Tranche A Revolving Lenders set forth in this Section 2.242.6, agrees to shall make Swingline Loans in Dollars to the US Borrower from time to time on and after in Dollars during the Closing Date and until Revolving Commitment Period with respect to the Latest Maturity DateTranche A Revolving Facility, in an aggregate principal amount at any time outstanding that will not to exceed result in
(i) the aggregate principal amount of outstanding Swingline CommitmentLoans exceeding $50,000,000 or
(ii) the aggregate Tranche A Revolving Extensions of Credit exceeding the Tranche A Availability then in effect; provided, provided that, (w) that the Swingline Lender shall not be required to make any a Swingline Loan (i) to refinance any an outstanding Swingline Loan, Loan or (xii) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans if it shall determine (which determination shall be conclusive and LC Obligations shall not exceed the Aggregate Commitments, (ybinding absent manifest error) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if that it has, or by making such Credit Extension will Swingline Loan may have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay and reborrow Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments times the amount of such Swingline LoanLoans. Each Swingline Loan shall be secured by an ABR Loan.
(b) To request a Swingline Loan, the Lien on the US Collateral in favor of Borrower shall notify the Administrative Agent and the Swingline Lender of such request by telephone (promptly confirmed by telecopy), not later than 1:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall constitute be irrevocable and specify (y) the requested date (which shall be a US Obligation hereunderBusiness Day) and amount of the requested Swingline Loan, and (z) proper wire instructions for the same. 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 Tranche A Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Loan (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in Section 2.6(a), or (B) that one or more of the applicable conditions specified in Section 5.2 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender shall make each Swingline Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available funds by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. Swingline Loans shall be made in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof.
(c) The Borrower shall have the right at any time and from time to time to repay, without premium or penalty, any Swingline Loan, in whole or in part, upon giving written or telecopy notice (or telephone notice promptly confirmed by written or telecopy notice) to the Swingline Lender and to the Administrative Agent before 3:00 p.m., New York City time on the date of repayment at the Swingline Lender’s address for notices specified in the Swingline Lender’s administrative questionnaire. All principal payments of Swingline Loans shall be accompanied by accrued interest on the principal amount being repaid to the date of payment.
(d) The Swingline Lender may and, at any time there shall be Swingline Loan outstanding for more than seven days, the Swingline Lender shall by written notice given to the Administrative Agent not later than 3:00 p.m., New York City time, on any Business Day require the Tranche A Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Revolving Lender, specifying in such notice such Lender’s Tranche A Revolving Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Revolving Lender’s Tranche A Revolving Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Tranche A Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever (provided, that such payment shall not cause such Tranche A Revolving Lender’s Tranche A Revolving Extensions of Credit to exceed such Tranche A Revolving Lender’s Tranche A Revolving Commitment). Each Tranche A Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 3.4 with respect to Loans made by such Lender (and Section 3.4 shall apply, mutatis mutandis, to the payment obligations of the Tranche A Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
(e) If the Revolving Termination Date applicable to a Tranche shall have occurred at a time when other Tranches will remain outstanding, then on such Revolving Termination Date all then outstanding Swingline Loans with respect to such maturing Tranche 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 Revolving Termination Date); provided, that, if on the occurrence of such Revolving Termination Date (after giving effect to any repayments of Revolving Loans and any reallocation as contemplated in Section 3.4(d)), (i) there shall exist sufficient unutilized Tranche A Revolving Commitments that will remain outstanding after the date thereof and (ii) the conditions set forth in Sections 5.2(a) and 5.2(b) shall be satisfied at such time so that the respective outstanding Swingline Loans could be incurred pursuant to such Tranche A Revolving Commitments which will remain in effect after the occurrence of such Revolving Termination 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 such Tranche A Revolving Commitments and such Swingline Loans shall not be so required to be repaid in full on such Revolving Termination Date.
(f) Notwithstanding anything to the contrary contained in this Agreement, in the event a Tranche A Revolving Lender becomes a Defaulting Lender, then such Defaulting Lender’s Tranche A Revolving Percentage in all outstanding Swingline Loans will automatically be reallocated among the Tranche A Revolving Lenders that are Non-Defaulting Lenders pro rata in accordance with each Non-Defaulting Lender’s Tranche A Revolving Percentage (calculated without regard to the Revolving Commitment of the Defaulting Lender), but only to the extent that such reallocation does not cause the Tranche A Revolving Extensions of Credit of any Non-Defaulting Lender to exceed the Tranche A Revolving Commitment of such Non-Defaulting Lender. If such reallocation cannot, or can only partially, be effected, the Borrower shall, within five Business Days after written notice from the Administrative Agent or such longer period as the Administrative Agent shall agree, pay to the Administrative Agent an amount of cash equal to such Defaulting Lender’s Tranche A Revolving Percentage (calculated as in effect immediately prior to it becoming a Defaulting Lender) of the outstanding Swingline Loans (after giving effect to any partial reallocation pursuant to the first sentence of this Section 2.6(f)) to be applied to the repayment of such Swingline Loans. So long as there is a Defaulting Lender, the Swingline Lender shall not be required to lend any Swingline Loans if the sum of, without duplication, the Non-Defaulting Lenders’ Tranche A Revolving Percentages of the outstanding Tranche A Revolving Loans, L/C Obligations, Local Loans and Acceptances, and their participations in Swingline Loans after giving effect to any such requested Swingline Loans would exceed the aggregate Tranche A Revolving Commitments of the Non-Defaulting Lenders (such excess, “Fronting Exposure”).
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Samples: Asset Based Revolving Credit Agreement (Revlon Consumer Products Corp)
Swingline Loans. (a) Subject to the terms and conditions set forth hereinhereof, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans in Dollars a portion of the credit otherwise available to the US Borrower under the Revolving Commitments from time to time on and after during the Closing Date and until Revolving Availability Period by making swing line loans (“Swingline Loans”) to the Latest Maturity Date, in an Borrower; provided that (i) the aggregate principal amount of Swingline Loans outstanding at any time outstanding shall not to exceed the Swingline CommitmentCommitment then in effect (notwithstanding that the Swingline Loans outstanding at any time, provided thatwhen aggregated with the Swingline Lender’s other outstanding Revolving Loans hereunder, may exceed the Swingline Commitment then in effect), (wii) the Borrower shall not request, and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the aggregate amount of the Available Revolving Commitments would be less than zero and (iii) the Swingline Lender shall not be required to make any a Swingline Loan to refinance any an outstanding Swingline Loan. During the Revolving Availability Period, the Borrower may use the Swingline Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof; provided that the Borrower shall repay all outstanding Swingline Loans on the earlier of (x) the Revolving Termination Date and (y) the first date after giving effect to any such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two Business Days after such Swingline Loan is made. Swingline Loans shall be Base Rate Loans only.
(b) To request a Swingline Loan, the aggregate Outstanding Amount Borrower shall notify the Administrative Agent of all Revolving Loanssuch request by telephone (confirmed promptly by telecopy or hand delivery of an executed Borrowing Notice), not later than 12:00 noon, New York City time, on the day of the proposed Swingline Loans Loan. Each such notice shall be irrevocable and LC Obligations shall not exceed specify the Aggregate Commitments, requested date (ywhich shall be a Business Day) and amount of the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall not be under any obligation to make any each Swingline Loan if it hasavailable to the Borrower by means of a credit to the general deposit account of the Borrower with the Swingline Lender (or, or by such Credit Extension will have, Fronting Exposure. Each in the case of a Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required made to finance the reimbursement of an LC Disbursement as contemplated provided in Section 3.6(g), by Section 2.05(e) or (y) equal remittance to the entire unused balance Issuing Bank) by 3:00 p.m., New York City time, on the requested date of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits and subject .
(c) The Swingline Lender may by written notice given to the terms and conditions set forth hereinAdministrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans may outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Revolving Lenders will be borrowedrequired to participate. Promptly upon receipt of such notice, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of a Swingline Loan, Administrative Agent will give notice thereof to each Revolving Lender shall be deemed toLender, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation specifying in such Swingline Loan in an amount equal to the product of notice such Revolving Lender’s Applicable Revolving Percentage of the Revolving Credit Commitments times the aggregate amount of such Swingline LoanLoan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Revolving Percentage of such Swingline Loan or Loans. Each Revolving 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 Borrower deemed made pursuant to Section 6.2. Each Revolving Lender further acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 3.2 with respect to Revolving Loans made by such Lender (and Section 3.2 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be secured by the Lien on the US Collateral in favor of made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall constitute be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or 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 Obligation hereunderSwingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
Appears in 1 contract
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans in Dollars to the US Borrower in dollars from time to time on and after any Business Day during the Closing period from the Effective Date and until to the Latest tenth Business Day preceding the Maturity Date, Date in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the Swingline CommitmentExposure exceeding the lesser of (A) the Swingline Commitment and (B) the Borrowing Base Amount or (ii) the sum of the total Revolving Credit Exposures exceeding the lesser of (A) the total Revolving Commitments and (B) the Borrowing Base Amount, provided thatthat the Swingline Lender shall not be obligated to make a Swingline Loan to refinance an outstanding Swingline Loan. Notwithstanding the foregoing, (w) the Swingline Lender shall not be required to make any a Swingline Loan to refinance any outstanding Swingline Loan, if (xi) after giving effect to any Swingline Loan, prior thereto or simultaneously therewith the aggregate Outstanding Amount of all Borrower shall not have borrowed Revolving Loans, Swingline Loans and LC Obligations (ii) any Lender shall not exceed the Aggregate Commitments, be in default of its obligations hereunder or (yiii) the Initial US Revolving any Credit Exposure Party shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) have notified the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be and the Borrower in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal writing at least one Business Day prior to the entire unused balance date of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect Borrowing with respect to such Swingline Loan. Within , that the foregoing limits and subject to the terms and conditions set forth herein, Swingline Loans may be borrowed, prepaid in Section 5.2 have not been satisfied and reborrowed. Each Swingline Loan shall bear interest only at a rate based on such conditions remain unsatisfied as of the Alternate Base Rate. Immediately upon requested time of the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments times the amount of such Swingline Loan. Each Swingline Loan shall be secured by the Lien due and payable on the US Collateral maturity thereof, provided that in favor of no event shall such maturity be later than the Administrative Agent and shall constitute a US Obligation hereundertenth Business Day preceding the Maturity Date.
Appears in 1 contract
Swingline Loans. Subject (a) On the terms, subject to the terms conditions and conditions relying upon the representations and warranties herein set forth hereinforth, the each Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24agrees, agrees to make Swingline Loans in Dollars to the US Borrower severally and not jointly, at any time and from time to time on and after the Closing Date date hereof and until the Latest earlier of the Business Day immediately preceding the Maturity DateDate and the termination of the Swingline Commitment of such Swingline Lender, to make Swingline Loans to the Company in an aggregate principal amount at any time outstanding not to exceed the such Swingline Commitment, provided that, (w) the Lender's Swingline Lender shall not be required to make any Swingline Loan to refinance any outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount Commitment Percentage of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (i) the difference between (A) the aggregate Initial US Total Swingline Commitment and (B) the US Borrowing BaseSwingline Loan Exposure, and (zii) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting difference between (A) the Total Commitment and (B) the sum of (I) the outstanding aggregate principal amount of all Loans and (II) the LC Exposure. Each Swingline Loan shall be made as part of a Borrowing consisting of Swingline Loans made by the Swingline Lenders ratably in a minimum accordance with their respective Swingline Commitment Percentages (it being understood that (I) the failure of any Swingline Lender to make any Swingline Loan shall not in itself relieve any other Swingline Lender of its obligation to lend hereunder and (II) no Swingline Lender shall be responsible for the failure of any other Swingline Lender to make any Swingline Loan required to be made by such other Swingline Lender). The Swingline Loans comprising any Swingline Borrowing shall be in an aggregate principal amount that is an integral multiple of $500,000 and not less than $50,000 2,000,000 (or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate principal amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused remaining balance of the aggregate unused Revolving Credit available Swingline Commitments). Each Swingline Lender shall make its portion of each Swingline Borrowing available to the Company by means of a credit to the general deposit account of the Company with the Administrative Agent or a wire transfer to an account designated in writing by the Company, in each case so long as by 3:00 p.m., New York City time, on the aggregate date such Swingline Borrowing is requested to be made pursuant to paragraph (b) below. Within the limits set forth in the first sentence of this paragraph, the Company may borrow, pay or prepay and reborrow Swingline Loans on or after the Closing Date and prior to the Maturity Date on the terms and subject to the conditions and limitations set forth herein.
(b) The Company shall give the Administrative Agent telephonic, written or telecopy notice (in the case of telephonic notice, such notice shall be promptly confirmed by telecopy) no later than 11:30 a.m., New York City time, on the day of a proposed Swingline Borrowing. Such notice shall be delivered on a Business Day, shall be irrevocable and shall refer to this Agreement and shall specify the requested date (which shall be a Business Day) and amount of such Swingline Borrowing. The Administrative Agent shall promptly advise the Swingline Lenders of any notice received from the Company pursuant to this paragraph (b).
(c) The Company agrees to repay the principal amount of outstanding each Swingline Loan, together with all interest accrued thereon, on the Swingline Maturity Date of such Swingline Loan. If the Company does not fully repay a Swingline Borrowing on or prior to the last day of the applicable Swingline Maturity Date, the Administrative Agent shall promptly notify each Bank thereof (by telecopy or by telephone, confirmed in writing) and of its Applicable Percentage of such Swingline Borrowing. Upon such notice but without any further action, each Swingline Lender hereby agrees to grant to each Bank, and each Bank hereby agrees to acquire from each Swingline Lender, a participation in such Swingline Loan made by such Swingline Lender as part of such defaulted Swingline Borrowing equal to such Bank's Applicable Percentage of the principal amount of such Swingline Loan. In consideration and in furtherance of the foregoing, each Bank 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 Bank's Applicable Percentage of each Swingline Borrowing that is not repaid on the Swingline Maturity Date applicable thereto. From and after the Swingline Maturity Date, each Swingline Loan shall bear interest at the Default Rate." Each Bank acknowledges and agrees that its obligation to acquire participations in such Swingline Loans would made in accordance with the terms hereof 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 the failure of any condition precedent set forth in Article VII, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Bank shall comply with its obligation under this paragraph in the same manner as provided in Section 2.01(b) with respect to Loans made by such Bank, and the Administrative Agent shall promptly pay to the Swingline Lenders their respective shares of the amounts so received by it from the Banks. The Administrative Agent shall notify the Company of any participations in any Swingline Loan acquired pursuant to this paragraph. Notwithstanding anything herein to the contrary, the purchase of participations in a Swingline Borrowing pursuant to this paragraph shall not relieve the Company of its default in respect of the payment of the Swingline Loans.
(d) Upon written or telecopy notice to the Swingline Lenders and to the Administrative Agent, the Company may at any time permanently terminate, or from time to time in part permanently reduce, the Swingline Commitments of the Swingline Lenders. Each reduction of the Swingline Commitments shall be allocated pro rata among the Swingline Lenders in accordance with their respective Swingline Commitment Percentages. On the date of any termination or reduction of the Swingline Commitments pursuant to this paragraph (d), the Company shall pay or prepay so much of the Swingline Borrowings as shall be necessary in order that the aggregate outstanding principal amount of Swingline Loans will not exceed the Total Swingline Commitment after giving effect to such termination of reduction.
(e) The Company may prepay any Swingline Loan. Within Borrowing in whole or in part at any time without premium or penalty; provided that the foregoing limits and subject to Company shall have given the terms and conditions set forth hereinAdministrative Agent written or telecopy notice (or 37 telephone notice promptly confirmed in writing or by telecopy) of such prepayment not later than 10:30 a.m., Swingline Loans may be borrowedNew York City time, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon Business Day designated by the making of a Swingline Loan, Company for such prepayment; and provided further that each Revolving Lender partial payment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal that is an integral multiple of $500,000 and not less than $2,000,000. Each notice of prepayment under this paragraph (e) shall specify the prepayment date and the principal amount of each Swingline Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Company to prepay such Swingline Borrowing (or portion thereof) by the amount stated therein on the date stated therein. All prepayments under this paragraph (e) shall be accompanied by accrued interest on the principal amount being prepaid to the product date of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments times the amount of such Swingline Loanpayment. Each payment of principal of or interest on or any other amount in respect of Swingline Loan Loans shall be secured by allocated, as between the Lien on the US Collateral Swingline Lenders, pro rata in favor of the Administrative Agent and shall constitute a US Obligation hereunderaccordance with their respective Swingline Commitment Percentages.
Appears in 1 contract
Samples: Credit Agreement (Cox Radio Inc)
Swingline Loans. (a) Subject to the terms and conditions set forth hereinherein and after the appointment thereof by the Borrower, the Swingline Lender Lender, in reliance upon the agreements of the other Tranche A Revolving Lenders set forth in this Section 2.242.6, agrees to shall make Swingline Loans in Dollars to the US Borrower from time to time on and after in Dollars during the Closing Date and until Revolving Commitment Period with respect to the Latest Maturity DateTranche A Revolving Facility, in an aggregate principal amount at any time outstanding that will not to exceed result in
(i) the aggregate principal amount of outstanding Swingline CommitmentLoans exceeding $0 or
(ii) the aggregate Tranche A Revolving Extensions of Credit exceeding the Tranche A Availability then in effect; provided, provided that, (w) that the Swingline Lender shall not be required to make any a Swingline Loan (i) to refinance any an outstanding Swingline Loan, Loan or (xii) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans if it shall determine (which determination shall be conclusive and LC Obligations shall not exceed the Aggregate Commitments, (ybinding absent manifest error) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if that it has, or by making such Credit Extension will Swingline Loan may have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay and reborrow Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments times the amount of such Swingline LoanLoans. Each Swingline Loan shall be secured by an ABR Loan.
(b) To request a Swingline Loan, the Lien on the US Collateral in favor of Borrower shall notify the Administrative Agent and the Swingline Lender of such request by telephone (promptly confirmed by telecopy), not later than 1:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall constitute be irrevocable and specify (y) the requested date (which shall be a US Obligation hereunderBusiness Day) and amount of the requested Swingline Loan, and (z) proper wire instructions for the same. 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 Tranche A Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Loan (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in Section 2.6(a), or (B) that one or more of the applicable conditions specified in Section 5.2 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender shall make each Swingline Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available funds by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. Swingline Loans shall be made in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof.
(c) The Borrower shall have the right at any time and from time to time to repay, without premium or penalty, any Swingline Loan, in whole or in part, upon giving written or telecopy notice (or telephone notice promptly confirmed by written or telecopy notice) to the Swingline Lender and to the Administrative Agent before 3:00 p.m., New York City time on the date of repayment at the Swingline Lender’s address for notices specified in the Swingline Lender’s administrative questionnaire. All principal payments of Swingline Loans shall be accompanied by accrued interest on the principal amount being repaid to the date of payment.
(d) The Swingline Lender may and, at any time there shall be Swingline Loan outstanding for more than seven days, the Swingline Lender shall by written notice given to the Administrative Agent not later than 3:00 p.m., New York City time, on any Business Day require the Tranche A Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Tranche A Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Tranche A Revolving Lender, specifying in such notice such Lender’s Tranche A Revolving Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Revolving Lender’s Tranche A Revolving Percentage of such Swingline Loan or Loans. Each Tranche A Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Tranche A Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever (provided, that such payment shall not cause such Tranche A Revolving Lender’s Tranche A Revolving Extensions of Credit to exceed such Tranche A Revolving Lender’s Tranche A Revolving Commitment). Each Tranche A Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 3.4 with respect to Loans made by such Lender (and Section 3.4 shall apply, mutatis mutandis, to the payment obligations of the Tranche A Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Tranche A Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Tranche A Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
(e) If the Revolving Termination Date applicable to a Tranche shall have occurred at a time when other Tranches will remain outstanding, then on such Revolving Termination Date all then outstanding Swingline Loans with respect to such maturing Tranche 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 Revolving Termination Date); provided, that, if on the occurrence of such Revolving Termination Date (after giving effect to any repayments of Revolving Loans and any reallocation as contemplated in Section 3.4(d)), (i) there shall exist sufficient unutilized Tranche A Revolving Commitments that will remain outstanding after the date thereof and (ii) the conditions set forth in Sections 5.2(a) and 5.2(b) shall be satisfied at such time so that the respective outstanding Swingline Loans could be incurred pursuant to such Tranche A Revolving Commitments which will remain in effect after the occurrence of such Revolving Termination 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 such Tranche A Revolving Commitments and such Swingline Loans shall not be so required to be repaid in full on such Revolving Termination Date.
(f) Notwithstanding anything to the contrary contained in this Agreement, in the event a Tranche A Revolving Lender becomes a Defaulting Lender, then such Defaulting Lender’s Tranche A Revolving Percentage in all outstanding Swingline Loans will automatically be reallocated among the Tranche A Revolving Lenders that are Non-Defaulting Lenders pro rata in accordance with each Non-Defaulting Lender’s Tranche A Revolving Percentage (calculated without regard to the Revolving Commitment of the Defaulting Lender), but only to the extent that such reallocation does not cause the Tranche A Revolving Extensions of Credit of any Non-Defaulting Lender to exceed the Tranche A Revolving Commitment of such Non-Defaulting Lender. If such reallocation cannot, or can only partially, be effected, the Borrower shall, within five Business Days after written notice from the Administrative Agent or such longer period as the Administrative Agent shall agree, pay to the Administrative Agent an amount of cash equal to such Defaulting Lender’s Tranche A Revolving Percentage (calculated as in effect immediately prior to it becoming a Defaulting Lender) of the outstanding Swingline Loans (after giving effect to any partial reallocation pursuant to the first sentence of this Section 2.6(f)) to be applied to the repayment of such Swingline Loans. So long as there is a Defaulting Lender, the Swingline Lender shall not be required to lend any Swingline Loans if the sum of, without duplication, the Non-Defaulting Lenders’ Tranche A Revolving Percentages of the outstanding Tranche A Revolving Loans, L/C Obligations, Local Loans and Acceptances, and their participations in Swingline Loans after giving effect to any such requested Swingline Loans would exceed the aggregate Tranche A Revolving Commitments of the Non-Defaulting Lenders (such excess, “Fronting Exposure”).
Appears in 1 contract
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender may in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to its sole discretion make Swingline Loans in Dollars Agreed Currencies to the US Borrower BorrowerBorrowers from time to time on and after during the Closing Date and until the Latest Maturity DateRevolving Credit Availability Period, in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the aggregate principal Dollar Amount of outstanding Swingline Loans exceeding $25,000,000, (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the aggregate Revolving Commitments or (iii) the Dollar Amount of the Swingline Lender’s Revolving Credit Exposure exceeding its Revolving Commitment, ; provided that, (w) that the Swingline Lender shall not be required to make any a Swingline Loan to refinance any an outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swingline Loans may be borrowedLoans.
(b) To request a Swingline Loan, prepaid the Companyapplicable Borrower, or the Company on behalf of the Companyapplicable Borrower, shall notify the Administrative Agent of such request (i) by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan in Dollars and reborrowed(ii) by irrevocable written notice (via a written Borrowing Request in a form approved by the Swingline Lender and signed by the Companyapplicable Borrower, or the Company on behalf of the Companyapplicable Borrower, promptly followed by telephonic confirmation of such request), not later than 12:00 noon, Local Time, two (2) Business Days before the day of a proposed Swingline Loan in a Foreign Currency. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), currency, Interest Period (in the case of a Eurocurrency Swingline Loan) and amount of the requested Swingline Loan and the account to which the proceeds of such Swingline Loan are to be credited. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Company or any other Company.applicable Borrower. The Swingline Lender shall bear interest only at make each Swingline Loan available to the relevant Borrower by means of a rate based on credit to an account of such Borrower (as designated by such Borrower in such notice) (or, in the Alternate Base Rate. Immediately upon the making case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., Local Time, on the requested date of such Swingline Loan.
(c) The Swingline Lender may, by written notice given to the Administrative Agent not later than 10:00 a.m., Local Time, three (3) Business Days before the date of the proposed acquisition of participations, require the Revolving Lenders to acquire participations on such date in all or a portion of the Swingline Loans outstanding in the applicable Agreed Currency of such Swingline Loans. Such notice shall specify the applicable Agreed Currency of Swingline Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans and the Agreed Currency of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay in the applicable Agreed Currency to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Notwithstanding the foregoing, upon the occurrence of (i) the Maturity Date, (ii) any Event of Default described in clause (h) or (i) of Article VII, (iii) the date on which the Loans are accelerated, or (iv) the date on which the Commitments shall be terminated (each, a “Swingline Participation Event”), each Revolving Lender shall be deemed to, and hereby irrevocably to absolutely and unconditionally agrees to, purchase acquire participations in all of the Swingline Loans outstanding in the applicable Agreed Currency of such Swingline Loans at such time in each case without notice or any further action from the Swingline Lender, any Lender a risk participation in such Swingline Loan in an amount equal to or the product Administrative Agent. Each Revolving Lender hereby absolutely and unconditionally agrees, promptly upon receipt of written notice from the Administrative Agent specifying such Revolving Lender’s Applicable Percentage of such Swingline Loan or Loans (and in any event, if such notice is received by 10:00 a.m., Local Time, on any Business Day no later than 4:00 p.m., Local Time on the Revolving Credit Commitments times third (3rd) Business Day after such notice is received and if such notice is received after 10:00 a.m., Local Time, “on a Business Day” shall mean no later than 9:00 a.m., Local Time on the amount fourth (4th) Business Day after such notice is received), to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of all such Swingline Loans in the applicable Agreed Currency of such Swingline LoanLoan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Company of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be secured by the Lien on the US Collateral in favor of made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Company (or other party on behalf of the Company) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall constitute be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Company for any reason. The purchase of participations in a US Obligation hereunderSwingline Loan pursuant to this paragraph shall not relieve the Company of any default in the payment thereof.
Appears in 1 contract
Samples: Credit Agreement (Fuller H B Co)
Swingline Loans. (a) Subject to the terms and conditions set forth hereinhereof, the Swingline Lender may, in reliance upon its sole discretion (subject to Section 2.15(b)), make swingline loans in Dollars (each such loan, a "Swingline Loan") to the agreements of Company on any Business Day during the other Lenders period from the Original Closing Date to the Commitment Termination Date in accordance with the procedures set forth in this Section 2.24, agrees to make Swingline Loans in Dollars to the US Borrower from time to time on and after the Closing Date and until the Latest Maturity Date, 2.15 in an aggregate principal amount at any one time outstanding not to exceed the lesser of (x) the aggregate available amount of the Revolving Commitments and (y) $25,000,000 (the "Swingline CommitmentCommitment Amount"), notwithstanding the fact that such Swingline Loans, when aggregated with the Swingline Lender's outstanding Revolving Loans and its Revolver Pro Rata Share of Letter of Credit Obligations, may exceed the Swingline Lender's Revolver Pro Rata Share of the aggregate amount of the Revolving Commitments; provided thatthat at no time shall the sum of (i) the Effective Amount of all outstanding Revolving Loans (including for the purposes hereof Swingline Loans and Alternate Currency Loans) plus (ii) the Effective Amount of all Letter of Credit Obligations minus (iii) the lesser of (x) the Effective Amount of all Alternate Currency Loans supported by Alternate Currency Standby Letters of Credit and (y) the Effective Amount of all Letter of Credit Obligations with respect to Alternate Currency Standby Letters of Credit exceed the Total Commitment Amount. Subject to the other terms and conditions hereof, (wthe Company may borrow under this Section 2.15(a), prepay pursuant to Section 2.15(d) and reborrow pursuant to this Section 2.15(a) from time to time; provided that the Swingline Lender shall not be required obligated to make any Swingline Loan.
(b) The Company shall provide the Agent and the Swingline Lender irrevocable written notice (or notice by a telephone call confirmed promptly by facsimile) of any Swingline Loan requested hereunder (which notice must be received by the Swingline Lender and the Agent prior to refinance any outstanding 2:30 p.m. (Chicago time) on the requested Borrowing Date) specifying (i) the amount to be borrowed, and (ii) the requested Borrowing Date, which must be a Business Day. Upon receipt of such notice, the Swingline Lender will promptly confirm with the Agent (by telephone or in writing) that the Agent has received a copy of such notice from the Company and, if not, the Swingline Lender will provide the Agent with a copy thereof. If and only if the Agent notifies the Swingline Lender on the proposed Borrowing Date that it may make available to the Company the amount of the requested Swingline Loan, (x) after giving effect then, subject to any the terms and conditions hereof, the Swingline Lender may make the amount of the requested Swingline Loan available to the Company by crediting the account of the Company on the books of BofA with the amount of such Swingline Loan, . The Agent will not so notify the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed Lender if the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of Agent has knowledge that (A) the aggregate Initial US Commitment and limitations set forth in the proviso set forth in the first sentence of Section 2.15(a) are being violated or would be violated by such Swingline Loan or (B) the US Borrowing Base, and (z) the Swingline Lender shall one or more conditions specified in Article IV is not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposurethen satisfied. Each Swingline Loan shall be in an aggregate principal amount equal to $500,000 or a minimum multiple of $100,000 in excess thereof. The Swingline Lender will promptly notify the Agent of the amount of each Swingline Loan.
(c) Principal of and accrued interest on each Swingline Loan shall be due and payable (i) on demand made by the Swingline Lender at any time upon one Business Day's prior notice to the Company furnished at or before 10:00 a.m. (Chicago time), and (ii) in any event on the Commitment Termination Date. Interest on Swingline Loans shall be for the sole account of the Swingline Lender (except to the extent that the other Lenders have funded the purchase of their respective participations therein pursuant to Section 2.15(e)).
(d) The Company may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of not less than $50,000 any Swingline Loan, without incurring any premium or such lesser amount as may be agreed by the Swingline Lenderpenalty; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is
(xi) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal each such voluntary prepayment shall require prior written notice given to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits Agent and subject to the terms and conditions set forth herein, Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender no later than 10:00 a.m. (Chicago time) on the day on which the Company intends to make a risk participation in voluntary prepayment, and
(ii) each such Swingline Loan voluntary prepayment shall be in an amount equal to $500,000 or a higher integral multiple of $100,000 (or, if less, the product of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments times the aggregate outstanding principal amount of such all Swingline Loan. Each Swingline Loan shall be secured by the Lien on the US Collateral in favor of the Administrative Agent and shall constitute a US Obligation hereunderLoans then outstanding).
Appears in 1 contract
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.242.04, the Swingline Lender agrees to make Swingline Loans in Dollars to the US Borrower from time to time on and after the Original Closing Date Date, and until the Latest earlier of the Initial Revolving Credit Maturity DateDate and the termination of the Initial Revolving Credit Commitment in accordance with the terms hereof, denominated in dollars, in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the outstanding Swingline Loans of the Swingline CommitmentLender exceeding its Swingline Commitment or (ii) the aggregate Revolving Credit Exposures exceeding the aggregate Revolving Credit Commitments, provided that, (w) that the Swingline Lender shall not be required to make any a Swingline Loan to refinance any an outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such 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 may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of Loans.
(b) To request a Swingline Loan, each Revolving Lender the Borrower shall be deemed to, notify the Administrative Agent and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender of such request by telephone (confirmed in writing) or by facsimile or electronic communication (including an Approved Borrower Portal) if arrangements for doing so have been approved by the Swingline Lender and the Administrative Agent, not later than 1:00 p.m., New York time, on the day of such proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a risk participation Business Day), the amount of the requested Swingline Loan and (x) if the funds are not to be credited to a general deposit account of the Borrower maintained with the Swingline Lender because the Borrower is unable to maintain a general deposit account with the Swingline Lender under applicable Requirements of Law, the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with Section 2.07, or (y) in the case of any Swingline Loan requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), the identity of the Issuing Bank that made such LC Disbursement. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the general deposit accounts of the Borrower maintained 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 2.05(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) The Swingline Lender may by written notice given to the Administrative Agent not later than 1:00 p.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such Swingline Loan in an amount equal to the product of notice such Revolving Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or any reduction or termination of the Revolving Credit Commitments times Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the amount same manner as provided in Section 2.07 with respect to Loans made by such Lender (with references to 1:00 p.m. and 2:00 p.m., New York City time, in such Section being deemed to be references to 3:00 p.m., New York City time) (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan. Each Swingline Loan shall be secured by the Lien on the US Collateral in favor of made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other Person on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall constitute be promptly remitted by the Swingline Lender to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear, provided that any such payment so remitted shall be repaid to the Swingline Lender or the Administrative Agent, as the case may be, and thereafter to the Borrower, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a US Obligation 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 (5th) Business Day following the date of the delivery thereof, provided that no such termination shall become effective until and unless the Swingline Exposure of such Swingline Lender shall have been reduced to zero. Notwithstanding the effectiveness of any such termination, the terminated Swingline Lender shall remain a party hereto and shall continue to have all the rights of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to such termination, but shall not make any additional Swingline Loans.
Appears in 1 contract
Samples: First Lien Credit Agreement (Waystar Holding Corp.)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans in Dollars to the US Borrower Company from time to time on and after during the Closing Date and until the Latest Maturity Date, Availability Period in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the aggregate principal amount of the outstanding Swingline Loans exceeding $30,000,000 or (ii) the Aggregate Revolving Exposure exceeding the Aggregate Commitment, ; provided that, (w) that the Swingline Lender shall not be required to make any a Swingline Loan to refinance any an outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of Loans.
(b) To request a Swingline Loan, each Revolving Lender the Company shall notify the Administrative Agent of such request by telephone not later than 12:00 noon, New York City time, on the day of the proposed Swingline Loan. Each such telephonic Borrowing Request shall be deemed toirrevocable and shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of an executed written Borrowing Request. Each such telephonic and written Borrowing Request shall specify the requested date (which shall be a Business Day) and the amount of the requested Swingline Loan and the location and number of the account of the Company to which funds are to be disbursed or, and hereby irrevocably and unconditionally agrees toin the case of any Swingline Loan requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), purchase from 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 the Swingline Lender of the details thereof. The Swingline Lender shall make each Swingline Loan available to the Company by means of a risk participation wire transfer to the account specified in such Swingline Loan in an amount equal Borrowing Request or to the product applicable Issuing Bank, as the case may be, by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.
(c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of the Swingline Loans in which Revolving Lenders will be required to participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees to pay, upon receipt of notice as provided above, to the Revolving Credit Commitments times Administrative Agent, for the amount account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline LoanLoan or Loans. Each Revolving 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 Company deemed made pursuant to Section 4.02, unless, at least one Business Day prior to the time such Swingline Loan was made, the Required 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(a) or 4.02(b) 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 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 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 Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Company of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be secured by the Lien on the US Collateral in favor of made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Company (or other Person on behalf of the Company) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Company for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not constitute a US Obligation hereunderLoan and shall not relieve the Company of its obligation to repay such Swingline Loan.
Appears in 1 contract
Swingline Loans. (a) Subject to and upon the terms and conditions herein set forth hereinforth, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24its individual capacity agrees, agrees to make Swingline Loans in Dollars to the US Borrower at any time and from time to time on and after the Closing Date and until prior to the Latest Swingline Maturity Date, to make a loan or loans (each a "Swingline Loan" and, collectively, the "Swingline Loans") to the Borrower by way of overdraft on an account maintained by the Borrower with the Swingline Lender (and designated as such by the Borrower and Swingline Lender), which Swingline Loans (i) shall be (A) Prime Rate Loans, if denominated in an Cdn. Dollars or (B) U.S. Base Rate Loans, if denominated in U.S. Dollars, (ii) shall not exceed at any time the Swingline Commitment, (iii) shall not result in the total amount of all Accommodations made available by the Swingline Lender at any time exceeding the Swingline Lender's Revolving Commitment at such time, (iv) shall not, after giving effect thereto and to the application of the proceeds thereof, exceed in the aggregate principal amount at any time outstanding not to exceed the Swingline Commitment, provided that, (w) the Swingline Lender shall not be required to make any Swingline Loan to refinance any outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided thatof, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required when added to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of all Accommodations then outstanding Swingline Loans would not exceed at such time, the total sum of all Revolving Commitments then in effect and (v) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth hereinMaturity Date, Swingline Loans may be borrowed, prepaid and reborrowed. Each each outstanding Swingline Loan shall bear interest only at a rate based be repaid in full. In the event that the Swingline Loans are not repaid in full on the Alternate Base Rate. Immediately upon the making occurrence of a Swingline LoanRepayment Event, the Swingline Lender shall promptly notify the Administrative Agent of such non-payment and the outstanding principal amount of the Swingline Loans and the amount of accrued and unpaid interest thereon (the aggregate of such amounts of principal and interest being the "Outstanding Swingline Amount") and the Administrative Agent shall, in turn, promptly notify each Revolving Lender of the Outstanding Swingline Amount and the amount of its Loan in respect thereof, and each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal obligated to make Loans to the product of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments times Borrower in the amount of such Lender's Pro Rata Share of the Outstanding Swingline Loan. Each Swingline Loan shall be secured Amount by the Lien 12:00 (noon) (Toronto time) on the US Collateral in favor Business Day of such notice from the Administrative Agent (if given prior to 10:30 a.m. (Toronto time) on such Business Day; otherwise, by 12:00 (noon) (Toronto time) on the Business Day next following the Business Day of such notice) by making the amount of such Loan available to the Administrative Agent at its Payment Branch. Such Loans shall be made without regard to the minimum amount restriction imposed under any other provision of this Agreement. The Administrative Agent shall use the proceeds of such Loans solely for the purpose of reimbursing the Swingline Lender for the Outstanding Swingline Amount. Each Lender's obligation to make the Loans referred to in this clause shall be absolute and unconditional and shall constitute not be affected by any circumstance, including (i) any set-off, counterclaim, recoupment, defense or other right which such Lender may have against the Swingline Lender, any Credit Party or any Person for any reason whatsoever; (ii) the occurrence or continuance of any Default or Event of Default; (iii) any adverse change in the condition (financial or otherwise) of any Credit Party; (iv) the acceleration or maturity of any Accommodations or the termination of any Revolving Commitment after the making of any Swingline Loan; (v) any breach of any Credit Document by any Person; or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. So long as the Swingline Lender continues to be a US Obligation hereunderLender, each of the Lenders agrees to indemnify and save harmless the Swingline Lender on a rateable basis against all liabilities, obligations, losses, damages, penalties, actions, judgements, suits, costs, expenses, payments or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Swingline Lender in any way related to or arising out of any Swingline Loan made by the Swingline Lender (except for any such liabilities to the extent that they result from the gross negligence or wilful misconduct of the Swingline Lender).
(b) No Notice of Availment is required for Swingline Loans.
(c) Borrowings to repay the Outstanding Swingline Amount shall be made upon the notice specified in Section 2.05.
(d) Each reduction of the Revolving Commitment of the Swingline Lender pursuant to any other Section of this Agreement below the amount of the Swingline Commitment shall reduce the amount of the Swingline Commitment by like amount.
Appears in 1 contract
Samples: Loan Agreement (MDS Inc)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans in Dollars to the US Borrower from time to time on and after during the Closing Date and until the Latest Maturity DateAvailability Period, in an aggregate principal amount at any time outstanding not to exceed the Swingline Commitment, $5,000,000; provided that, that (wx) the Swingline Lender shall not be required to make any Swingline Loan to refinance any an outstanding Swingline Loan, Loan and (xy) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Swingline Loans shall not exceed $5,000,000, and the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Total Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting ExposureCommitment. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 100,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding subject to the foregoingimmediately preceding sentence, any a Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate Unused Revolving Credit Commitments or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan). Within the foregoing limits and subject to the terms and conditions set forth herein, Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of To request a Swingline Loan, each Revolving Lender the Borrower shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from notify the Swingline Lender (with a risk participation in such Swingline Loan in an amount equal copy to the product Administrative Agent) of such Revolving Lender’s Applicable Percentage request in writing not later than 2:00 p.m. on the day of the Revolving Credit Commitments times the amount of such a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Swingline Lender shall make each Swingline Loan shall be secured available to the Borrower by means of a credit to the Lien on Funding Account or otherwise in accordance with the US Collateral in favor instructions of the Administrative Agent and shall constitute Borrower (including, in the case of a US Obligation hereunderSwingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).
Appears in 1 contract
Swingline Loans. Subject (a) The Swingline Lender is authorized by the Lenders to, and shall make, Swingline Loans at any time (subject to SECTION 2.06(c)) to the terms Borrowers up to the amount of the sum of (i) the Swingline Loan Ceiling, upon a notice of Borrowing from Lead Borrower received by the Administrative Agent and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24(which notice, agrees to make Swingline Loans in Dollars to the US Borrower from time to time on and after the Closing Date and until the Latest Maturity Date, in an aggregate principal amount at any time outstanding not to exceed the Swingline CommitmentLender’s discretion, may be submitted prior to 3:00 p.m. on the Business Day on which such Swingline Loan is requested), plus (ii) any Permitted Overadvances; provided that, (w) that the Swingline Lender shall not be required obligated to make any Swingline Loan in its commercially reasonable discretion if any Lender at such time is a Deteriorating Lender or Delinquent Lender hereunder, unless the Swingline Lender has entered into satisfactory arrangements with the Borrowers or such Lender to refinance any outstanding eliminate the Swingline LoanLender’s actual or potential Fronting Exposure (after giving effect to SECTION 8.16(e)) with respect to such Deteriorating Lender or Delinquent Lender arising from such Swingline Loan as it may elect in its reasonable discretion.
(b) Swingline Loans shall be Prime Rate Loans bearing interest and shall be subject to periodic settlement with the Lenders under SECTION 2.22 below.
(c) The Lead Borrower’s request for a Swingline Loan shall be deemed a representation that the applicable conditions for borrowing under SECTION 4.02 are satisfied (unless such conditions have been waived). If the conditions for borrowing under SECTION 4.02 cannot in fact be fulfilled, (x) after giving effect to any the Lead Borrower shall give immediate notice (a “Noncompliance Notice”)
01. Unless the Required Lenders so direct the Swingline LoanLender, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall may, but is not be under any obligation obligated to, continue to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting ExposureLoans commencing one (1) Business Day after the Noncompliance Notice is furnished to the Lenders. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding Notwithstanding the foregoing, any no Swingline Loan may Loans (other than Permitted Overadvances) shall be in an made pursuant to this SECTION 2.06(c) if the Credit Extensions and/or the aggregate outstanding amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Extensions and Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits and subject to the terms and conditions limitations set forth herein, Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments times the amount of such Swingline Loan. Each Swingline Loan shall be secured by the Lien on the US Collateral in favor of the Administrative Agent and shall constitute a US Obligation hereunderSECTION 2.01.
Appears in 1 contract
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to may make Swingline Loans in Dollars to the US U.S. Borrower from time to time on and after during the Closing Date and until the Latest Maturity DateAvailability Period, in an aggregate principal amount at any time outstanding that will not to exceed the Swingline Commitment, provided that, result in (wi) the Swingline Lender shall not be required to make any Swingline Loan to refinance any outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed exceeding $15,000,000, (ii) the Swingline Commitment after giving effect to such Swingline Loan(A) Aggregate Revolving Credit Exposure plus the Aggregate Competitive Loans exceeding (B) the Aggregate Commitments minus the Aggregate Ancillary Commitments or (iii) the Aggregate Total Exposure exceeding the Aggregate Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the U.S. Borrower may borrow, prepay and reborrow Swingline Loans may be borrowedLoans.
(b) To request a Swingline Borrowing, prepaid and reborrowedthe U.S. Borrower shall notify the Applicable Agent of such request by telephone (confirmed in a writing acceptable to the Applicable Agent if requested by the Applicable Agent), not later than 12:00 noon, Local Time, on the day of a proposed Swingline Loan. Each such notice 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. The Applicable Agent shall promptly advise the Swingline Lender of any such notice received from the U.S. Borrower. The Swingline Lender and the U.S. 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 such proposed Swingline Loan then such Swingline Loan shall bear interest only at a rate based on the Alternate Base Overnight LIBOR Rate plus the Applicable Rate. Immediately upon the making Any funding of a Swingline Loan, each Revolving Loan by the Swingline Lender shall be deemed tomade in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., and hereby irrevocably and unconditionally agrees toLocal Time, purchase from to the account of the Applicable Agent most recently designated by it for such purpose by notice to the Swingline Lender a risk participation in Lender. The Applicable Agent will make such Swingline Loan in an amount equal available to the product of such Revolving Lender’s Applicable Percentage U.S. Borrower by promptly crediting the amounts so received, in like funds, to the general deposit account of the Revolving Credit Commitments times U.S. Borrower with the Applicable Agent (or, in the case of a Swingline Borrowing made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).
(c) The Swingline Lender may by written notice given to the Applicable Agent not later than 1:00 p.m., Local Time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans. Such notice shall specify the aggregate amount of such Swingline LoanLoans in which the Lenders will participate. Promptly upon receipt of such notice, the Applicable Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Adjusted Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Applicable Agent, for the account of the Swingline Lender, such Lender’s Applicable Adjusted Percentage of such Swingline Loan or Loans. Each 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 Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Applicable Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Applicable Agent shall notify the U.S. Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments in respect of such Swingline Loan shall be secured made to the Applicable Agent and not to the Swingline Lender. Any amounts received by the Lien Swingline Lender from the U.S. Borrower (or other party on the US Collateral behalf of such Borrower) in favor respect of a Swingline Loan after receipt by such Swingline Lender of the Administrative proceeds of a sale of participations therein shall be promptly remitted to the Applicable Agent; any such amounts received by the Applicable Agent shall be promptly remitted by the Applicable Agent to the 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 constitute be repaid to such Swingline Lender or to the Applicable Agent, as applicable, if and to the extent such payment is required to be refunded to the U.S. Borrower for any reason. The purchase of participations in a US Obligation hereunderSwingline Loan pursuant to this paragraph shall not relieve the U.S. Borrower of any default in the payment thereof.
Appears in 1 contract
Samples: Credit Agreement (Miller Herman Inc)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.242.04, agrees to make Swingline Loans in Dollars to the US Company or the European Borrower from time to time on and during the Availability Period; provided that no such Swingline Loan under the Revolving Credit Facility shall be permitted if, after giving effect thereto, (i) the Closing Date and until the Latest Maturity Date, in an aggregate principal amount at any time of outstanding not to Swingline Loans under the Revolving Credit Facility would exceed the Swingline CommitmentLoan Sublimit of the Revolving Credit Facility or (ii) the aggregate Revolving Credit Exposures under the Revolving Credit Facility would exceed the total Revolving Commitments under the Revolving Credit Facility; provided, provided thatfurther, (w) that the Swingline Lender shall not be required to make any a Swingline Loan to refinance any an outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company and/or the European Borrower, as applicable, may borrow, prepay and reborrow Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base RateLoans. Immediately upon the making of a Swingline Loan, each Revolving Lender Applicable Participant shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving LenderApplicable Participant’s Applicable Percentage of the Revolving Credit Commitments times the amount of such Swingline Loan.
(b) To request a Swingline Loan, the Company and/or the European Borrower, as applicable, shall notify the Administrative Agent and Swingline Lender of such request, which may be given by (A) telephone or (B) by a Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a Swingline Loan Notice. Each Swingline Loan Notice shall be secured irrevocable. Each such notice must be received by the Lien Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the US Collateral requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 and (ii) the requested borrowing date, which shall be a Business Day. 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 favor 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 2:00 p.m. on the date of the proposed Swingline Loan Borrowing (A) directing the Swingline Lender not to 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 such Swingline Loan available to the applicable Borrower by means of a credit to the general deposit account of such Borrower with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an L/C Disbursement as provided in Section 2.05(c), by remittance to the relevant Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.
(i) The Swingline Lender at any time in its sole and absolute discretion may request, on behalf of the applicable Borrower (which hereby irrevocably authorizes the Swingline Lender to so request on its behalf), that each Applicable Participant make a Base Rate Loan to such Borrower in an amount equal to such Lender’s Applicable Percentage of the amount of the Swingline Loans then outstanding under the Revolving Credit Facility under which such Swingline Loan was made. 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 applicable Borrower with a copy of the applicable Borrowing Request promptly after delivering such notice to the Administrative Agent. Each Applicable Participant shall make an amount equal to its Applicable Percentage of the amount specified in such Borrowing Request available to the Administrative Agent in Same Day Funds for the account of the Swingline Lender at the Administrative Agent’s Office not later than 1:00 p.m. 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 applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swingline Lender.
(ii) If for any reason any Swingline Loan cannot be refinanced by such Base Rate Loan in accordance with clause (i), 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 Applicable Participants fund its risk participation in the relevant Swingline Loan and such Applicable Participant’s payment to the Administrative Agent for the account of the Swingline Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation. If any Applicable Participant fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Applicable Participant 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 Applicable Participant (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 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 Applicable Participant pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Applicable Participant’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 Applicable Participant (through the Administrative Agent) with respect to any amounts owing under this clause (ii) shall be conclusive absent manifest error.
(iii) Each Applicable Participant’s obligation to make Base Rate Loans or to purchase and fund risk participations in Swingline Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swingline Lender, any Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Applicable Participant’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 any Borrower to repay Swingline Loans to such Borrower, together with interest as provided herein.
(i) At any time after any Applicable Participant has purchased and funded a risk participation in a Swingline Loan, if the Swingline Lender receives any payment on account of such Swingline Loan, the Swingline Lender will distribute to such Applicable Participant its Applicable Percentage thereof in the same funds as 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 9.08 (including pursuant to any settlement entered into by the Swingline Lender in its discretion), each Applicable Participant shall pay to the Swingline Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate. The Administrative Agent will make such demand upon the request of the Swingline Lender. The obligations of the Applicable Participants under this clause shall survive the payment in full of the Obligations and the termination of this Agreement.
(e) The Swingline Lender shall constitute a US Obligation hereunderbe responsible for invoicing each Borrower for interest on the Swingline Loans to such Borrower. Until each Applicable Participant funds its Base Rate Loan or risk participation pursuant to this Section 2.04 to refinance such Applicable Participant’s Applicable Percentage of any Swingline Loan, interest in respect of such Applicable Percentage shall be solely for the account of the Swingline Lender.
(f) Each Borrower shall make all payments of principal and interest in respect of the Swingline Loans made to such Borrower directly to the Swingline Lender.
Appears in 1 contract
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the a Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to may make Swingline Loans in Dollars to the US any Borrower from time to time on and after during the Closing Date and until the Latest Maturity DateAvailability Period, in an aggregate principal amount at any time outstanding that will not to exceed the Swingline Commitment, provided that, result in (wi) the Swingline Lender shall not be required to make any Swingline Loan to refinance any outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount Dollar Equivalent of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans, other than Swingline Shekel Loans, exceeding $50,000,000, (ii) the Dollar Equivalent of the aggregate principal amount of outstanding Swingline Shekel Loans would not exceed exceeding $15,000,000, (iii) the (A) Aggregate Revolving Credit Exposure exceeding (B) the Aggregate Revolving Commitments minus the Aggregate Ancillary Commitments or (iv) the Aggregate Total Revolving Exposure exceeding the Aggregate Revolving Commitments. Notwithstanding the foregoing, the Swingline Commitment after giving effect to such Shekel Lender may only make Swingline LoanShekel Loans and shall not make any other Swingline Loans, and any other Swingline Lender may not make Swingline Shekel Loans. Within the foregoing limits and subject to the terms and conditions set forth hereinherein (or as otherwise agreed to among the U.S. Borrower, the Administrative Agent and the Swingline Shekel Lender), such Borrowers may borrow, prepay and reborrow Swingline Loans.
(b) To request a Swingline Borrowing:
(i) in the case of a Swingline Loan denominated in Dollars to the U.S. Borrower, the applicable Borrower shall notify the Applicable Agent of such request by telephone (confirmed in a writing acceptable to the Applicable Agent if requested by the Applicable Agent), not later than 2:00 p.m. (or such other time agreed to by the U. S. Borrower and the applicable Swingline Lender), Chicago time, on the day of such proposed Swingline Loan,
(ii) in the case of a Swingline Shekel Loan, the Israeli Borrower shall notify the Swingline Shekel Lender directly in accordance with the standard borrowing procedures and written terms and conditions signed by the Israeli Borrower in favor the Swingline Shekel Lender prior to the date hereof by 2:00 p.m. (or such other time agreed to by the Israeli Borrower and the Swingline Shekel Lender), Local Time, on the day of a proposed Swingline Shekel Loan, and
(iii) in the case of any other Swingline Loan, the applicable Borrower shall notify the Applicable Agent of such request in a writing acceptable to the Applicable Agent (or by telephone confirmed in writing if permitted by the Applicable Agent), not later than 10:00 a.m. (or such other time agreed to by the applicable Borrower and such Swingline Lender), Local time, on the day of such proposed Swingline Loan. Each such notice shall be irrevocable and shall specify (A) the requested date (which shall be a Business Day), (B) whether such Swingline Loan is to be denominated in Dollars or a Foreign Currency, (C) the amount of the requested Swingline Borrowing, and (D) 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 Applicable Agent shall promptly advise JPMorgan or the Affiliate designated by JPMorgan for such Swingline Borrowing of any such notice received. The applicable Swingline Lender and the applicable 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., Chicago time, on the day of a proposed Swingline Loan in the case of Swingline Loans may be borroweddenominated in Dollars to the U.S. Borrower, prepaid 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 Israeli Borrower and reborrowed. Each the Swingline Shekel Lender) and prior to 10:00 a.m., Local Time, on the 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 applicable Borrower, then such Swingline Loan shall bear interest only at a rate based on the Alternate Base Ratenot be made. Immediately upon the making of In addition to any other requirements for obtaining a Swingline Loan, each Revolving Lender the applicable Borrower shall be deemed to, comply with all applicable legal 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 of the Revolving Credit Commitments times the amount of such Swingline Loan. Each Swingline Loan shall be secured by the Lien on the US Collateral in favor of the Administrative Agent and shall constitute a US Obligation hereunderregulatory requirements.
Appears in 1 contract
Samples: Credit Agreement (Perrigo Co)
Swingline Loans. Subject to the terms and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans in Dollars to the US Borrower from (a) From time to time on and after prior to the Closing Date and until the Latest Maturity Termination Date, the Company may obtain Swingline Loans (the “Swingline Loans”) from U.S. Bank National Association (in such capacity, the “Swingline Lender”) up to an aggregate principal amount of $15,000,000 at any time outstanding not to exceed the outstanding, repay such Swingline CommitmentLoans and reborrow hereunder; provided, provided thathowever, (w) that the Swingline Lender shall not be required obligated to make advance any Swingline Loan to refinance if (i) any outstanding Swingline Loan, Default or Event of Default has occurred and is continuing or (xii) after giving effect to any Swingline Loanthereto, the aggregate Outstanding Amount sum of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of all outstanding Swingline Loans would not exceed the Swingline aggregate Commitment after giving effect to such Swingline Loan. Within of all of the foregoing limits Banks.
(b) In its sole and subject to the terms and conditions set forth hereinabsolute discretion, Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender may at any time after the occurrence and during the continuance of a risk participation in Default or Event of Default, on behalf of the Company (which hereby irrevocably authorizes the Swingline Lender to act on its behalf for such Swingline Loan purpose), request each Bank to make a Loan, on the date such request is made, in an amount equal to the product of: (i) the ratio of each Bank’s Commitment to the aggregate Commitment of all of the Banks; and (ii) the outstanding principal amount of the Swingline Loans (such product the “Swingline Commitment”). Each Bank shall make the proceeds of such Revolving requested Loan available to the Swingline Lender’s Applicable Percentage , in immediately available funds, at the office of the Revolving Credit Commitments times Swingline Lender specified herein before 11:00 A.M. (Milwaukee time) on the amount Business Day following the day such request is made. The proceeds of such Loans shall be immediately applied to repay the outstanding Swingline LoanLoans.
(c) If any Bank refuses or otherwise fails to make a Loan when requested by the Swingline Lender pursuant to Section 2.2(b) above, such Bank will, by the time and in the manner such Loan was to have been funded to the Swingline Lender, purchase from the Swingline Lender an undivided participating interest in the outstanding Swingline Loans in an amount equal to its Swingline Commitment. Each Bank that so purchases a participation in a Swingline Loan shall thereafter be secured by the Lien entitled to receive its applicable pro rata percentage of each payment of principal received on the US Collateral Swingline Loans and of interest received thereon accruing from the date such Bank funded to the Swingline Lender its participation in favor of the Administrative Agent and shall constitute a US Obligation hereundersuch Swingline Loans.
Appears in 1 contract
Samples: Credit Agreement (Marcus Corp)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans in Dollars to the US Borrower from time to time on and after the Closing Date and until the Latest Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not to exceed $20,000,000 (the “Swingline Commitment, Sublimit”); provided that, that (wi) the Swingline Lender shall not be required to make any Swingline Loan to refinance any outstanding Swingline Loan, Loan and (xii) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Total Revolving Credit Extension will have, Fronting ExposureCommitment. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 100,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments or (y) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan). Within the foregoing limits and subject to the terms and conditions set forth herein, Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of To request a Swingline Loan, each Revolving Lender the Borrower shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from notify the Swingline Lender (with a risk participation copy to the Administrative Agent) of such request by delivery of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower, not later than 1:00 p.m. on the day of a proposed Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrower on the same Business Day by means of a credit to the account designated in the related Borrowing Request or otherwise in accordance with the instructions of the Borrower (including, in the case of a Swingline Loan made to finance the reimbursement of any LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).
(b) The Swingline Lender may by written notice given to the Administrative Agent not later than 12:00 noon on any Business Day require the Revolving Lenders to purchase participations on the second Business Day following receipt of such notice in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such Swingline Loan in an amount equal to the product of notice such Revolving Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or any reduction or termination of the Revolving Credit Commitments times Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by effecting a wire transfer of immediately available funds, in the amount same manner as provided in Section 2.07 with respect to Revolving Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this Section 2.04(b)), and the Administrative Agent shall promptly remit to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participation in any Swingline Loan acquired pursuant to this Section 2.04(b), and thereafter payments in respect of such Swingline Loan. Each Swingline Loan shall be secured by the Lien on the US Collateral in favor of made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower in respect of any Swingline Loan after receipt by the Swingline Lender of the proceeds of any sale of participations therein shall constitute be promptly remitted by the Swingline Lender to the Administrative Agent, and any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that have made their payments pursuant to this Section 2.04(b) and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or the Administrative Agent, as the case may be, and thereafter to the Borrower, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a US Obligation Swingline Loan pursuant to this Section 2.04(b) shall not relieve the Borrower of any default in the payment thereof.
(c) 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 by the time specified in Section 2.04(b), 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 greater of the Federal Funds Effective Rate from time to time in effect and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A certificate of the Swingline Lender submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (c) shall be conclusive absent manifest error.
(d) Notwithstanding anything to the contrary contained herein, Jefferies may, upon ten days’ prior written notice to the Borrower and the Lenders, resign as Swingline Lender, which resignation shall be effective as of the date referenced in such notice (but in no event less than ten days after the delivery of such written notice). In the event of any such resignation, the Borrower shall be entitled to appoint any Revolving Lender that is willing to accept such appointment as successor Swingline Lender hereunder. Upon the acceptance of any such appointment, the successor Swingline Lender shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Swingline Lender, and the retiring Swingline Lender, as applicable, shall be discharged from its duties and obligations in such capacity hereunder. In the event that the successor Swingline Lender resigns, the Borrower shall promptly repay all outstanding Swingline Loans on the effective date of such resignation (which repayment may be effectuated with the proceeds of a Borrowing).
(e) From and after the First Amendment Effective Date, until the earlier of the Initial Revolving Credit Maturity Date and any other termination of the Non-Extended Dollar Revolving Facility, the participations in any new Swingline Loans shall be allocated ratably in accordance with the Dollar Facility Revolving Lenders’ respective Applicable Dollar Revolving Credit Percentages of the aggregate Dollar Revolving Credit Commitments (including both the Non-Extended Dollar Revolving Credit Commitments and the Extended Dollar Revolving Credit Commitments). On the Initial Revolving Credit Maturity Date, the participations in the outstanding Swingline Loans of the Non-Extended Dollar Facility Revolving Lenders shall be reallocated to the Extended Dollar Facility Revolving Lenders ratably in accordance with their Applicable Percentages of the Extended Dollar Revolving Credit Commitments but in any case, only to the extent the sum of the participations in the outstanding Swingline Loans of the Non-Extended Dollar Facility Revolving Lenders and Extended Dollar Facility Revolving Lenders does not exceed the lesser of the Swingline Sublimit and the total unutilized Extended Dollar Revolving Credit Commitments at such time.
(f) If the reallocation described in clause (e) above cannot, or can only partially, be effected as a result of the limitations set forth herein, the Borrower shall, to the extent not reallocated pursuant to clause (e) above, on the Initial Revolving Credit Maturity Date, prepay the Swingline Loans in an aggregate amount sufficient to reduce such Swingline Loans as of the date of such payment to an amount not to exceed the lesser of the Swingline Sublimit and the total unutilized Extended Dollar Revolving Credit Commitments at such time.
Appears in 1 contract
Samples: First Lien Credit Agreement (Dragoneer Growth Opportunities Corp.)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the each Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans in Dollars to the US Borrower from time to time on and after during the Closing Date and until the Latest Maturity DateAvailability Period, in an aggregate principal amount at any time outstanding that will not to exceed the Swingline Commitment, provided that, result in (wi) the Swingline Lender shall not be required to make any Swingline Loan to refinance any outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed of all Swingline Lenders exceeding $50,000,000 or (ii) the aggregate Revolving Exposures exceeding the aggregate Revolving Commitments, provided that no Swingline Commitment after giving effect Lender shall be required to such make a Swingline Loan to refinance an outstanding Swingline Loan, and by requesting a Swingline Loan the Borrower shall be deemed to be representing to each Swingline Lender that the terms set forth in clauses (a)(i) and (a)(ii) above are true and correct on the date of the requested 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 may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of Loans.
(b) To request a Swingline Loan, each Revolving the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 2:00 p.m., New York City time, on the day of such proposed Swingline Loan and which Swingline Lender is to make the requested Swingline Loan. Each such notice shall be deemed to, irrevocable and hereby irrevocably shall specify the requested date (which shall be a Business Day) and unconditionally agrees to, purchase from amount of the requested Swingline Loan. 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 the Borrower by means of a risk participation credit to the general deposit account of the Borrower maintained with such Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the Issuing Bank or, to the extent that the Lenders have made payments pursuant to Section 2.05(e) to reimburse the Issuing Bank, to such Lenders and the Issuing Bank as their interests may appear) by 4:00 p.m., New York City time, on the requested date of such Swingline Loan.
(c) Each Swingline Lender may by written notice given to the Administrative Agent not later than 12:30 p.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans made by it and then outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such Swingline Loan in an amount equal to the product of notice such Revolving Lender’s Applicable Percentage of such Swingline Loan or Swingline Loans. Each Lender hereby absolutely and unconditionally agrees, upon 4156-0326-0209 receipt of notice as provided above, to pay to the Revolving Credit Commitments times Administrative Agent, for the amount account of the applicable Swingline Lender, such Lender’s Applicable Percentage of such Swingline LoanLoan or Swingline Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this clause 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 Lender shall comply with its obligation under this clause by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such 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 Swingline Lender that has made the applicable demand the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this clause, and thereafter payments in respect of such Swingline Loan shall be secured by the Lien on the US Collateral in favor of made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by such Swingline Lender from the Borrower (or 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 constitute be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this clause 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 US Obligation hereunderSwingline Loan pursuant to this clause shall not relieve the Borrower of any default in the payment thereof.
Appears in 1 contract
Samples: Fifth Amendment and Joinder Agreement (Seagate Technology Holdings PLC)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans in Dollars to the US Borrower from time to time on and after during the Closing Date and until the Latest Maturity Date, Availability Period in an aggregate principal amount at any time outstanding that will not to exceed result in the Swingline Aggregate Exposure exceeding the Aggregate Commitment, ; provided that, (w) that the Swingline Lender shall not be required to make any a Swingline Loan to refinance any an outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such 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 may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of Loans.
(b) To request a Swingline Loan, each Revolving Lender the Borrower shall notify the Administrative Agent of such request by telephone not later than 12:00 noon, Local Time, on the day of the proposed Swingline Loan. Each such telephonic Borrowing Request shall be deemed toirrevocable and shall be confirmed promptly by hand delivery or facsimile (or by such other electronic transmission as acceptable to the Administrative Agent, including in “.pdf”) to the Administrative Agent of an executed written Borrowing Request. Each such telephonic and hereby irrevocably written Borrowing Request shall specify the requested date (which shall be a Business Day) and unconditionally agrees tothe amount of the requested Swingline Loan and the location and number of the account of the Borrower to which funds are to be disbursed or, purchase from 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. 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 the Borrower by means of a risk participation wire transfer to the account specified in such Swingline Loan in an amount equal Borrowing Request or to the product applicable Issuing Bank, as the case may be, by 4:00 p.m., Local Time, on the requested date of such Revolving Swingline Loan.
(c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of the Swingline Loans in which Lenders will be required to participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans in the Revolving Credit Commitments times currency in which such Swingline Loan is denominated. Each Lender hereby absolutely and unconditionally agrees to pay, upon receipt of notice as provided above, to the amount Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline LoanLoan or Loans. Each 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 Parent and the Borrower deemed made pursuant to Section 4.02, unless, at least one (1) Business Day prior to the time such Swingline Loan was made, the Required 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(a) or 4.02(b) 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 Lender further acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or any reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds in the applicable currency, in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be secured by the Lien on the US Collateral in favor of made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other Person on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of such participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or 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 US Obligation hereunderLoan and shall not relieve the Borrower of its obligation to repay such Swingline Loan.
Appears in 1 contract
Samples: Credit Agreement (PetroLogistics LP)
Swingline Loans. Subject to the terms and conditions set forth herein(a) The Administrative Agent, the Swingline Lender and the Revolving Lenders agree that in reliance upon order to facilitate the agreements 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 other Revolving Lenders and in the amount requested, same day funds to the applicable Borrower on the date of the applicable Borrowing to the applicable Funding Account (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 the Swingline Lender and the Revolving Lenders as to the Swingline Loans to take place on a periodic basis as set forth in this Section 2.24, agrees to make Swingline Loans in Dollars to the US Borrower from time to time on and after the Closing Date and until the Latest Maturity Date, in an aggregate principal amount at any time outstanding not to exceed the Swingline Commitment, provided that, (w) the Swingline Lender shall not be required to make any Swingline Loan to refinance any outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure2.05(c). Each Swingline Loan shall be in a minimum principal subject to all the terms and conditions applicable to other ABR Loans funded by the Revolving Lenders, except that all payments thereon shall be payable to the Swingline Lender solely for its own account. The aggregate amount of Swingline Loans outstanding at any time shall not less than exceed $50,000 or such lesser amount as may be agreed by the 50,000,000. The Swingline Lender; provided that, notwithstanding the foregoing, Lender shall not make any Swingline Loan may be in an aggregate amount that is if the requested Swingline Loan exceeds Availability (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) before or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan). Within the foregoing limits and subject to the terms and conditions set forth herein, All Swingline Loans shall be ABR Borrowings; provided that, from and after the Settlement of any Swingline Loans with Revolving Lenders in accordance with Section 2.05(c), the Revolving Loans of the Revolving Lenders resulting from such Settlement consisting of ABR Borrowings may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon converted to Term Benchmark Borrowings in accordance with Section 2.08 hereof.
(b) Upon the making of a Swingline Loan (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 todeemed, without further action by any party hereto, to have unconditionally and hereby irrevocably and unconditionally agrees to, purchase purchased from the Swingline Lender a risk or the Administrative Agent, as the case may be, without recourse or warranty, an undivided interest and participation in such Swingline Loan in an proportion to its Applicable Percentage of the Revolving Commitment. The Swingline Lender or the Administrative Agent 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 Administrative Agent shall 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 Revolving Lenders on at least a weekly basis or on any date that the Administrative Agent elects, by notifying the Revolving Lenders of such requested Settlement by facsimile, telephone, or e-mail no later than 12:00 noon Chicago time on the date of such requested Settlement (the “Settlement Date”). Each Revolving Lender (other than the Swingline Lender, in the case of the Swingline Loans) shall transfer the amount equal to the product of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments times outstanding principal amount of the amount 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 2:00 p.m., Chicago time, on such Settlement Date. Settlements may occur during the 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 Swingline Lender’s Swingline Loans and, together with Swingline Lender’s Applicable Percentage of such Swingline Loan, shall constitute Revolving Loans of such Revolving Lenders, respectively. Each Swingline Loan shall be secured by the Lien on the US Collateral in favor of If any such amount is not transferred to the Administrative Agent and by any Revolving Lender on such Settlement Date, the Swingline Lender shall constitute a US Obligation hereunderbe entitled to recover from such Lender on demand such amount, together with interest thereon, as specified in Section 2.07.
Appears in 1 contract
Swingline Loans. Subject The outstanding principal amount of each Swingline Loan (until converted to a Borrowing under the Development Line of Credit Loan II, when classified as a LIBOR Advantage Loan, shall bear interest during the LA Interest Period at a rate per annum equal to the terms sum of the LIBOR Advantage Rate for such LA Interest Period plus the Applicable Margin, and conditions set forth hereinbe due and payable on each Interest Payment Date and on the Development Line II Termination Date, with interest calculated for the actual number of days elapsed on the basis of a 360-day year, including the first date of the applicable period to, but not including, the date of repayment.”
6. That the language “To the extent the Borrowers elect to prepay the Development Line of Credit Loan, amounts prepaid under this Section shall be applied to the Lenders and Swingline Lender in reliance upon the agreements accordance with their respective Applicable Percentages.” appearing in lines 19-22 of subsection (a) of Section 8.3 of the other Lenders set forth Credit Agreement be deleted and replaced with the following language in place thereof: “To the extent the Borrowers elect to prepay the Development Line of Credit Loan II, amounts prepaid under this Section 2.24, agrees to make Swingline Loans in Dollars shall be applied to the US Borrower from time Lenders and Swingline Lender in accordance with their respective Applicable Percentages.”
7. That Section 8.3(b)(v)(A) of the Credit Agreement be deleted in its entirety and replaced with the following Subsection (A) in place thereof:
(A) with respect to time all amounts prepaid pursuant to Sections 8.3(b)(i) through (iv), (a) if made prior to the Development Line II Termination Date, first, to the principal repayment installments of the Term Notes in the inverse order of maturity to each of the Lenders based on their Applicable Percentage of such Term Notes, second, to the Conversion Obligations in the inverse order of maturity to each of the Lenders based on their Applicable Percentage of such Conversion Obligations, and third, to the Development Line II Credit Notes to the unpaid interest thereunder and then to reduce the outstanding principal balance thereunder to each of the Lenders based on their Applicable Percentage of such Development Line II Credit Notes, and (b) if made on and after the Closing Date and until the Latest Maturity Development Line II Termination Date, in an aggregate first, to the principal amount at any time outstanding not to exceed repayment installments of the Swingline Commitment, provided that, Term Loans on a ratable basis (w) meaning on the Swingline Lender shall not be required to make any Swingline Loan to refinance any outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, basis that each of the aggregate Outstanding Amount of all Revolving Loans, Swingline Term Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal bears to the entire unused balance outstanding amount of all of the aggregate unused Revolving Credit CommitmentsTerm Loans) in the inverse order of maturity to each of the Lenders based on their Applicable Percentage of such Term Loans, in each case so long and second, to any Obligations as determined by the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline LoanAdministrative Agent. Within the foregoing limits parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans and LIBOR Advantage Loans in direct order of Interest Period (or LA Interest Period, as applicable) maturities. All prepayments under this Section shall be subject to the terms Section 7.6 and conditions set forth herein, Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear accompanied by interest only at a rate based on the Alternate Base Rateprincipal amount prepaid through the date of prepayment, but otherwise without premium or penalty.”
8. Immediately upon the making That subsection (iv) of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Percentage Section 9.1 of the Revolving Credit Commitments times Agreement is hereby deleted and replaced with the amount of such Swingline Loan. Each Swingline Loan shall be secured by the Lien on the US Collateral following new subsection (iv) in favor of the Administrative Agent and shall constitute a US Obligation hereunder.place thereof:
Appears in 1 contract
Samples: Credit Agreement (Diversified Restaurant Holdings, Inc.)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.242.05, agrees to make Swingline Loans in Dollars to the US Borrower Company from time to time on and after during the Closing Date and until the Latest Maturity DateAvailability Period, in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $50,000,000 or (ii) the Dollar Equivalent of the total Revolving Credit Exposures exceeding the Aggregate Commitment, ; provided that, (w) that the Swingline Lender shall not be required to make any a Swingline Loan to refinance any an outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of Loans.
(b) To request a Swingline Loan, each Revolving Lender the Company shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from notify the Swingline Lender and the Administrative Agent, which notice may be given by (A) telephone or (B) by a risk participation Swingline Request; provided that any telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a Swingline Request. Each such notice must be received by the Swingline Lender and the Administrative Agent not later than 12:00 noon, New York City time, on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $1,000,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swingline Lender of any telephonic Swingline Request, the Swingline Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swingline Request and, if not, the Swingline Lender will notify the Administrative Agent 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 2:00 p.m. 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 2.05(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swingline Request, make the amount of its Swingline Loan available to the Company at its office by crediting the account of the Company on the books of the Swingline Lender in Same Day Funds.
(i) The Swingline Lender at any time in its sole discretion may request, on behalf of the Company (which hereby irrevocably authorizes the Swingline Lender to so request on its behalf), that each Lender make a Base Rate Loan in an amount equal to the product of such Revolving Lender’s Applicable Percentage of the Revolving Credit amount 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, without regard to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Commitments times and the conditions set forth in Section 4.02. The Swingline Lender shall furnish the Company 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 of specified in such Swingline Loan. Each Swingline Loan shall be secured by the Lien on the US Collateral in favor of Borrowing Request available to the Administrative Agent in Same Day Funds (and the Administrative Agent may apply any cash collateral available with respect to the applicable Swingline Loan) for the account of the Swingline Lender at the Administrative Agent’s Office for Dollar-denominated payments not later than 1:00 p.m. on the day specified in such Borrowing Request, whereupon, each Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Company in such amount. The Administrative Agent shall remit the funds so received to the Swingline Lender.
(ii) If for any reason any Swingline Loan cannot be refinanced by such a Base Rate Loan in accordance with Section 2.05(c)(i), 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 Lenders fund its risk participation in the relevant Swingline Loan and each Lender’s payment to the Administrative Agent for the account of the Swingline Lender pursuant to Section 2.05(c)(i) shall be deemed payment in respect of such participation.
(iii) If any Lender fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.05(c) by the time specified in Section 2.05(c)(i), the 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 the Swingline Lender at a rate per annum equal to the applicable Overnight Rate from time to time in effect, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Commitment 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 Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.
(iv) Each Lender’s obligation to make Loans or to purchase and fund risk participations in Swingline Loans pursuant to this Section 2.05(c) shall be absolute and unconditional and shall constitute not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swingline Lender, the Company or any other Person for any reason whatsoever, (B) the occurrence or continuance of a US Obligation hereunder.Default, or
Appears in 1 contract
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans in Dollars to the US Borrower in dollars from time to time on and after any Business Day during the Closing period from the Effective Date and until to the Latest tenth Business Day preceding the Revolving Maturity Date, Date in an aggregate principal amount at any time outstanding that will not to exceed result in the Swingline CommitmentExposure exceeding $5,000,000 or result in the sum of the total Revolving Credit Exposures exceeding the Available Revolving Amount, provided thatPROVIDED that the Swingline Lender shall not be obligated to make a Swingline Loan to refinance an outstanding Swingline Loan. Notwithstanding the foregoing, (w) the Swingline Lender shall not be required to make any a Swingline Loan to refinance any outstanding Swingline Loan, if (xi) after giving effect to any Swingline Loan, prior thereto or simultaneously therewith the aggregate Outstanding Amount of all Borrower shall not have borrowed Revolving Loans, Swingline Loans and LC Obligations (ii) any applicable Lender shall not exceed the Aggregate Commitments, be in default of its obligations under this Credit Agreement or (yiii) the Initial US Revolving any Credit Exposure Party shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) have notified the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be and the Borrower in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal writing at least one Business Day prior to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect Borrowing Date with respect to such Swingline Loan. Within , that the foregoing limits and subject to the terms and conditions set forth herein, Swingline Loans may be borrowed, prepaid in Section 5.2 have not been satisfied and reborrowed. Each Swingline Loan shall bear interest only at a rate based on such conditions remain unsatisfied as of the Alternate Base Rate. Immediately upon requested time of the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments times the amount of such Swingline Loan. Each Swingline Loan shall be secured by the Lien due and payable on the US Collateral maturity thereof, PROVIDED that in favor no event shall such maturity be later than the tenth Business Day preceding the Revolving Maturity Date. Notwithstanding anything to the contrary herein contained, all Swingline Loans shall at all times consist of the Administrative Agent and shall constitute a US Obligation hereunderABR Borrowings.
Appears in 1 contract
Samples: Credit Agreement (Penton Media Inc)
Swingline Loans. (a) Subject to the terms and conditions and relying on the representations and warranties set forth herein, the each Swingline Lender may, in reliance upon the agreements of the other Lenders set forth in this Section 2.24its discretion, agrees to make Swingline Loans in Dollars dollars to the US Borrower Borrower, from time to time on and after during the Closing Date and until the Latest Maturity DateAvailability Period, in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the aggregate amount of the Lenders’ Swingline Exposures exceeding the Swingline Commitment, provided that, Commitment or (wii) the aggregate amount of the Lenders’ Revolving Credit Exposures exceeding the total Commitments; provided that (A) no Swingline Lender shall not be required to make any a Swingline Loan to refinance any an outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment Loan and (B) the US Borrowing Base, and (z) the no Swingline Lender shall not be under any obligation to make any a Swingline Loan if it hasshall have been notified by the Administrative Agent at the request of the Required Lenders that an Event of Default has occurred and is continuing and that, or as a result, no further Swingline Loans shall be made by such Credit Extension will have, Fronting Exposureit (a “Swingline Suspension Notice”). Each Swingline Loan shall be in made as part of a minimum principal amount Borrowing consisting of not less than $50,000 or such lesser amount as may be agreed Swingline Loans made by the Swingline Lender; provided thatLenders, notwithstanding the foregoing, any ratably in proportion to their respective Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such 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 may be borrowedat any time during the Availability Period.
(b) To request Swingline Borrowings, prepaid and reborrowedthe Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy) no later than the day of a proposed Swingline Borrowing by not later than 10:00 a.m., Chicago time, on such day. Each such notice shall be irrevocable and shall specify the requested borrowing date (which shall be a Business Day) and the aggregate amount of the requested Swingline Borrowing. The Administrative Agent will promptly advise the Swingline Lenders of any such notice received from the Borrower. The Swingline Lenders shall make each Swingline Loan shall bear interest only at available to the Borrower by means of a rate based transfer of funds to a deposit account of the Borrower with Bank of America, N.A. or any Lender designated by the Borrower and reasonably approved by the Administrative Agent (in each case together with any affiliate thereof) by 1:00 p.m., Chicago time, on the Alternate Base Rate. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments times the amount requested date of such Swingline Loan. Each Swingline Loan shall be secured by the Lien on the US Collateral in favor of .
(c) By written notice given to the Administrative Agent not later than 10:00 a.m., Chicago time, on any Business Day, each Swingline Lender may require the Lenders to acquire participations on such Business Day in all or a portion of its Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice the percentage of the applicable Swingline Loans allocated to such Lender based on its respective Commitment. Each 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, its Applicable Percentage of such Swingline Loans. Each Lender acknowledges and agrees that, in the absence of a Swingline Suspension Notice received by the Swingline Lenders not less than two Business Days prior to the making of the applicable Swingline Loan, its obligation to acquire participations in each Swingline Loan pursuant to this paragraph is absolute and unconditional and shall constitute not be affected by any circumstance whatsoever, including the occurrence and continuance of an Unmatured 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 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 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 Swingline Lenders the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph. Any amounts received by the Swingline Lenders from the Borrower (or other party on behalf of the Borrower) in respect of a US Obligation hereunderSwingline Loan after receipt by the Swingline Lenders of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that have made their payments pursuant to this paragraph and to the Swingline Lenders, as their interests may appear. 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 will refinance each Swingline Borrowing with a Revolving Borrowing, or otherwise repay such Swingline Borrowing, together with any interest accrued thereon, within five Business Days after such Swingline Borrowing is made.
Appears in 1 contract
Samples: Five Year Revolving Credit Facility Agreement (Sara Lee Corp)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the a Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to may make Swingline Loans in Dollars to the US any Borrower from time to time on and after during the Closing Date and until the Latest Maturity DateAvailability Period, in an aggregate principal amount at any time outstanding that will not to exceed the Swingline Commitment, provided that, result in (wi) the Swingline Lender shall not be required to make any Swingline Loan to refinance any outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount Dollar Equivalent of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans, other than Swingline Shekel Loans, exceeding $50,000,000, (ii) the Dollar Equivalent of the aggregate principal amount of outstanding Swingline Shekel Loans would not exceed exceeding $15,000,000, (iii) the (A) Aggregate Revolving Credit Exposure exceeding (B) the Aggregate Revolving Commitments minus the Aggregate Ancillary Commitments or (iv) the Aggregate Total Revolving Exposure exceeding the Aggregate Revolving Commitments. Notwithstanding the foregoing, the Swingline Commitment after giving effect to such Shekel Lender may only make Swingline LoanShekel Loans and shall not make any other Swingline Loans, and any other Swingline Lender may not make Swingline Shekel Loans. Within the foregoing limits and subject to the terms and conditions set forth herein, such Borrowers may borrow, prepay and reborrow Swingline Loans.
(b) To request a Swingline Borrowing:
(i) in the case of a Swingline Loan denominated in Dollars to the U.S. Borrower, the applicable Borrower shall notify the Applicable Agent of such request by telephone (confirmed in a writing acceptable to the Applicable Agent if requested by the Applicable Agent), not later than 2:00 p.m. (or such other time agreed to by the U. S. Borrower and the applicable Swingline Lender), Chicago time, on the day of such proposed Swingline Loan,
(ii) in the case of a Swingline Shekel Loan, the Israeli Borrower shall notify the Swingline Shekel Lender directly by telephone or in writing (in accordance with the standard borrowing procedures and written terms and conditions signed by the Israeli Borrower in favor the Swingline Shekel Lender prior to the date hereof) by 2:00 p.m. (or such later time agreed to by the Israeli Borrower and the Swingline Shekel Lender), Local Time, on the day of a proposed Swingline Shekel Loan, and
(iii) in the case of any other Swingline Loan, the applicable Borrower shall notify the Applicable Agent of such request in a writing acceptable to the Applicable Agent (or by telephone confirmed in writing if permitted by the Applicable Agent), not later than 10:00 a.m. (or such other time agreed to by the applicable Borrower and such Swingline Lender), Local time, on the day of such proposed Swingline Loan. Each such notice shall be irrevocable and shall specify (A) the requested date (which shall be a Business Day), (B) whether such Swingline Loan is to be denominated in Dollars or a Foreign Currency, (C) the amount of the requested Swingline Borrowing, and (D) 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 Applicable Agent shall promptly advise JPMorgan or the Affiliate designated by JPMorgan for such Swingline Borrowing of any such notice received. The applicable Swingline Lender and the applicable 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., Chicago time, on the day of a proposed Swingline Loan in the case of Swingline Loans may be borroweddenominated in Dollars to the U.S. Borrower, prepaid prior to 2:00 p.m., Local Time, on the day of a proposed Swingline Shekel Loan and reborrowed. Each prior to 10:00 a.m., Local Time, on the 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 applicable Borrower, then such Swingline Loan shall bear interest only at a rate based on the Alternate Base Ratenot be made. Immediately upon the making of In addition to any other requirements for obtaining a Swingline Loan, each Revolving Lender the applicable Borrower shall be deemed to, comply with all applicable legal 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 of the Revolving Credit Commitments times the amount of such Swingline Loan. Each Swingline Loan shall be secured by the Lien on the US Collateral in favor of the Administrative Agent and shall constitute a US Obligation hereunderregulatory requirements.
Appears in 1 contract
Samples: Credit Agreement (Perrigo Co)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.242.04, agrees to make (x) U.S. Swingline Loans in Dollars to the US Company from time to time during the Availability Period and (y) European Swingline Loans to the Company, the Original European Borrower, the Additional European Borrower or the Second Additional European Borrower from time to time on and during the Availability Period; provided that no such Swingline Loan under any Revolving Credit Facility shall be permitted if, after giving effect thereto, (i) the Closing Date and until the Latest Maturity Date, in an aggregate principal amount at any time of outstanding not to Swingline Loans under such Revolving Credit Facility would exceed the Swingline Commitment, Loan Sublimit of such Revolving Credit Facility or (ii) the aggregate Revolving Credit Exposures under such Revolving Credit Facility would exceed the total Revolving Commitments under such Revolving Credit Facility; provided that, (w) further that the Swingline Lender shall not be required to make any a Swingline Loan to refinance any an outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company, the Original European Borrower, the Additional European Borrower and/or the Second Additional European Borrower, as applicable, may borrow, prepay and reborrow Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base RateLoans. Immediately upon the making of a Swingline Loan, each Revolving Lender Applicable Participant shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving LenderApplicable Participant’s Applicable Percentage of the Revolving Credit Commitments times the amount of such Swingline Loan.
(b) To request a Swingline Loan, the Company, the Original European Borrower, the Additional European Borrower and/or the Second Additional European Borrower, as applicable, shall notify the Administrative Agent and Swingline Lender of such request, which may be given by (A) telephone or (B) by a Swingline Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a Swingline Loan Notice. Each Swingline Loan Notice shall be secured irrevocable. Each such notice must be received by the Lien on the US Collateral in favor of Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 and (ii) the requested borrowing date, which shall be a Business Day. 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 2:00 p.m. on the date of the proposed Swingline Loan Borrowing (A) directing the Swingline Lender not to 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 such Swingline Loan available to the applicable Borrower by means of a credit to the general deposit account of such Borrower with the Swingline Lender (or, in the case of a Swingline Loan made to finance the reimbursement of an L/C Disbursement as provided in Section 2.05(c), by remittance to the relevant Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.
(i) The Swingline Lender at any time in its sole and absolute discretion may request, on behalf of the applicable Borrower (which hereby irrevocably authorizes the Swingline Lender to so request on its behalf), that each Applicable Participant make a Base Rate Loan to such Borrower in an amount equal to such Lender’s Applicable Percentage of the amount of the Swingline Loans then outstanding under the Revolving Credit Facility under which such Swingline Loan was made. 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 applicable Borrower with a copy of the applicable Borrowing Request promptly after delivering such notice to the Administrative Agent. Each Applicable Participant shall make an amount equal to its Applicable Percentage of the amount specified in such Borrowing Request available to the Administrative Agent in Same Day Funds for the account of the Swingline Lender at the Administrative Agent’s Office not later than 1:00 p.m. 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 applicable Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swingline Lender.
(ii) If for any reason any Swingline Loan cannot be refinanced by such Base Rate Loan in accordance with clause (i), 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 Applicable Participants fund its risk participation in the relevant Swingline Loan and such Applicable Participant’s payment to the Administrative Agent for the account of the Swingline Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation. If any Applicable Participant fails to make available to the Administrative Agent for the account of the Swingline Lender any amount required to be paid by such Applicable Participant 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 Applicable Participant (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 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 Applicable Participant pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute a US Obligation hereundersuch Applicable Participant’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 Applicable Participant (through the Administrative Agent) with respect to any amounts owing under this clause (ii) shall be conclusive absent manifest error.
(iii) Each Applicable Participant’s obligation to make Base Rate Loans or to purchase and fund risk participations in Swingline Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swingline Lender, any Borrower or any other Person for any reason whatsoever,
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Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender may, in its sole discretion in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.242.04, agrees to make Swingline Loans in Dollars to the US Borrower from time to time on and during the Revolving Availability Period (provided that such Swingline Lender shall not be required to make Swingline Loans after the Closing Date and until the Latest Maturity Date, Date applicable to the Class of Revolving Commitments held by such Swingline Lender) in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000 (the “Swingline Sublimit”), or (ii) failure of any of the Credit Extension Conditions to exceed the Swingline Commitment, be satisfied; provided that, that (wx) the Swingline Lender shall not be required to make any a Swingline Loan to refinance any an outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans Loan and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be have any obligation, under any obligation this Agreement or otherwise, to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed requested by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit CommitmentsBorrower hereunder and may, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect its sole discretion, decline to such make a requested 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 may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base RateLoans. Immediately upon the making of a Swingline Loan, the Swingline Lender shall be deemed to grant, and each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage (determined without regard to any separate Class or Classes of the Revolving Credit Commitments of such Lender) times the amount of such Swingline Loan.
(b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by (i) telephone or (ii) by submission of a Borrowing Request, provided that any such Borrowing Request (including by electronic mail or facsimile) shall be submitted not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. 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 the Borrower by means of a wire transfer to an account designated by the Borrower (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the relevant Issuing Bank) by 3:00 p.m. the requested date of such Swingline Loan, 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 2:00 p.m. on the date of the proposed Borrowing of Swingline Loans (A) directing the Swingline Lender not to make such Swingline Loan as a result of the failure of the Credit Extension Conditions to be satisfied), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, in each case, other than as a result of a Protective Advance.
(c) Interest on each Swingline Loan shall be secured by the Lien payable on the US Collateral Interest Payment Date with respect thereto.
(d) The Administrative Agent shall (i) at any time when Swingline Loans in favor an aggregate principal amount of $10,000,000 or more are outstanding, at the request of the Swingline Lender in its sole discretion, or (ii) on the date that is seven days after the date on which a Swingline Loan was made, deliver on behalf of the Borrower a Borrowing Request pursuant to Section 2.03 for an ABR Revolving Borrowing in the amount of such Swingline Loans; provided, however, that the obligations of the Lenders to fund such Borrowing shall not be subject to the conditions set forth in Section 4.02.
(e) The Swingline Lender may by written notice given to the Administrative Agent not later than 12:00 noon on any Business Day require the Revolving Lenders to fund its participation interest on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate principal amount of Swingline Loans in which Revolving Lenders will fund its participation interest. Promptly upon receipt of such notice (but no later than 2:00 p.m. on such Business Day), the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Revolving Percentage of such Swingline Loan(s). Each Revolving Lender hereby absolutely and unconditionally agrees, upon timely receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Revolving Lender’s Applicable Revolving Percentage of such Swingline Loan(s). Each Revolving Lender acknowledges and agrees that its obligation to acquire and fund 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 (including any Class thereof), and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such 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 Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other Person on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall constitute be promptly remitted to the Administrative Agent, and any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph, ratably, and to the Swingline Lender, as their interests may appear. The purchase of participations in a US Obligation hereunderSwingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
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Samples: Credit Agreement (Rite Aid Corp)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans in Dollars to the US Borrower from time to time on and after during the Closing Date and until the Latest Maturity DateAvailability Period, in an aggregate principal amount at any time outstanding that will not to exceed result in (i) 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 CommitmentCommitment or (ii) the Revolving Facility Credit Exposure of the applicable Class (excluding, provided thatfor the avoidance of doubt, (wthe Initial Revolving Loans) exceeding the total Revolving Facility Commitments of such Class; provided, that the Swingline Lender shall not be required to make any a Swingline Loan to refinance any an outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline LoanBorrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans may be borrowedLoans.
(b) To request a Swingline Borrowing, prepaid the Borrower shall notify the Administrative Agent and reborrowedthe Swingline Lender of such request in writing, not later than 12:00 p.m., Local Time, on the day of a proposed Swingline Borrowing. Each such notice and Swingline Loan Borrowing Request shall bear interest only at be irrevocable and shall specify (i) the requested date of such Swingline Borrowing (which shall be a rate based on Business Day) and (ii) the Alternate Base Rateamount of the requested Swingline Borrowing. Immediately upon The Swingline Lender shall consult with the Administrative Agent as to whether the making of a the Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Loan is in accordance with the terms of this Agreement prior to the Swingline Lender a risk participation in funding such Swingline Loan. The Swingline Lender shall make each Swingline Loan in an amount equal on the proposed date thereof by wire transfer of immediately available funds to the product of such Revolving Lender’s Applicable Percentage account of the Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of an L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).
(c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., Local Time, on any Business Day require the Revolving Credit Commitments times Facility Lenders of the applicable Class (excluding, for the avoidance of doubt, the Initial Revolving Loans) 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 LoanLoans 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 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 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 in respect of such Swingline Loan shall be secured by the Lien on the US Collateral in favor of made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall constitute be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided, that any such payment so remitted shall be repaid to the Swingline Lender or 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 Obligation 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.
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Swingline Loans. (a) Subject to the terms and conditions set forth herein, the each Swingline Lender Lender, in reliance upon on the agreements of the other Revolving Lenders set forth in this Section 2.24Section, agrees to may in its sole discretion make Swingline Loans in Dollars to the US Borrower from time to time on and after any Business Day during the Closing Date and until the Latest Maturity DateRevolving Commitment Period, in an aggregate principal amount at that will not result in (i) the Aggregate Exposure of any time outstanding not to exceed the Swingline Revolving Lender exceeding its Revolving Commitment, provided that, (wii) the Swingline Lender shall not be required to make any Swingline Loan to refinance any outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount total Aggregate Exposure of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed Lenders exceeding the Aggregate Commitments, (y) the Initial US Total Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by Commitments at such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) time or (yiii) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed exceeding the Swingline Commitment after giving effect Sublimit; provided, further, that no Swingline Lender shall make a Swingline Loan to such refinance an outstanding 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 Loans. The Swingline Lender shall not make a Swingline Loan during the period commencing at the time it has received notice (by telephone or in writing) from the Administrative Agent at the request of any Revolving Lender, acting in good faith, that one or more of the applicable conditions specified in Section 4.2 (other than Section 4.2(d)) is not then satisfied and has had a reasonable opportunity to react to such notice and ending when such conditions are satisfied or duly waived.
(b) Each Swingline Borrowing shall be made upon the Borrower’s notice to the applicable Swingline Lender and the Administrative Agent. Each such notice shall be in the form of a written Notice of Borrowing, appropriately completed and signed by a Responsible Officer of the Borrower, or may be given by telephone (if promptly confirmed in writing by delivery of such a written Notice of Borrowing consistent with such telephonic notice) and must be received by such applicable Swingline Lender and the Administrative Agent not later than 12:00 p.m. on the date of the requested Swingline Borrowing, and such notice shall specify (i) the amount to be borrowed, prepaid which shall be in a minimum of $1,000,000 or a whole multiple of $100,000 in excess thereof, and reborrowed(ii) the date of such Swingline Borrowing (which shall be a Business Day). Each Subject to the terms and conditions set forth herein, such Swingline Lender shall make each Swingline Loan shall bear interest only at available to the Borrower by credit to the Borrower’s account with such Swingline Lender or by wire transfer in accordance with instructions sf-5589619 provided to (and reasonably acceptable to) such Swingline Lender (or, in the case of a rate based Swingline Loan made to finance the reimbursement of an L/C Disbursement as provided in Section 2.7(f), by remittance to the respective Issuing Bank), not later than 3:00 p.m. on the Alternate Base Rate. requested date of such Swingline Loan.
(c) Immediately upon the making of a Swingline LoanLoan by a Swingline Lender, and without any further action on the part of such Swingline Lender or the Revolving Lenders, such Swingline Lender hereby grants to each Revolving Lender, and each Revolving Lender shall be deemed tohereby acquires from such Swingline Lender, 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 Revolving Percentage of the Revolving Credit Commitments times the amount of such Swingline Loan. Each Swingline Lender may, by written notice given to the Administrative Agent not later than 10:00 a.m., on any Business Day, require the Revolving Lenders to fund participations on such Business Day in all or a portion of its Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will fund such participations. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender’s Revolving Percentage of each such Swingline Loan. Each Revolving Lender hereby absolutely, unconditionally and irrevocably agrees, upon receipt of notice as provided above in this paragraph, to pay to the Administrative Agent, for the account of the applicable Swingline Lender, such Revolving Xxxxxx’s Revolving Percentage of each such Swingline Loan. Each Revolving Lender acknowledges and agrees that its obligation to acquire and fund participations in Swingline Loans pursuant to this paragraph is absolute, unconditional and irrevocable 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 Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.5 with respect to Loans made by such Revolving Lender (and Section 2.5 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 Lenders.
(d) The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan funded pursuant to the preceding paragraph, and thereafter payments in respect of such Swingline Loan shall be secured by the Lien on the US Collateral in favor of made to the Administrative Agent and not to the applicable Swingline Lender. Any amounts received by a Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan made by such Swingline Lender after receipt by such Swingline Lender of the proceeds of a sale of participations therein shall constitute be promptly remitted to the Administrative Agent. Any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to the preceding 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 US Obligation hereunderSwingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
(e) Any Swingline Xxxxxx may resign at any time by giving 30 days’ prior notice to the Administrative Agent, the Revolving Xxxxxxx and the Borrower. Following such notice of resignation from the Swingline Lender, the Swingline Lender may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the Required Lenders and the successor Swingline Lender. After the resignation of a Swingline Xxxxxx xxxxxxxxx, the retiring Swingline Lender shall remain a party hereto and shall continue to have all the rights and obligations of a Swingline Lender under this Agreement and the other Loan Documents with respect to Swingline Loans made by it prior to such resignation, but shall not be required to make any additional Swingline Loans.
Appears in 1 contract
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans in Dollars to the US Borrower from time to time on and after the Closing Date and in dollars until the Latest Maturity Swingline Termination Date, in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the aggregate principal amount of outstanding Swingline Commitment, Loans exceeding $5,000,000 or (ii) the sum of the total Revolving Credit Exposures exceeding the total Revolving Commitments; provided that, (w) that the Swingline Lender shall not be required to make any a Swingline Loan to refinance any an outstanding Swingline Loan. Notwithstanding the foregoing, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation required to make any a Swingline Loan if it has(i) any Revolving Lender shall be a Defaulting Lender, or by (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 Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be that the conditions set forth in a minimum principal amount of Section 5.2 have not less than $50,000 or been satisfied and such lesser amount conditions remain unsatisfied as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as requested time of the aggregate principal amount making of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such 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 may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of Loans.
(b) To request a Swingline Loan, each Revolving Lender the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 3:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be deemed toirrevocable and shall specify (i) the aggregate principal amount to be borrowed, (ii) the requested date of such Borrowing, and hereby irrevocably (iii) the amount of, and unconditionally agrees tothe length of the Swingline Interest Period for, purchase from each Swingline Loan, provided, however, that no such Swingline Interest Period shall end after the Business Day immediately preceding the Swingline Termination Date. 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 the Borrower by means of a risk participation credit to the general deposit account of the 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 2.9(e), by remittance to the Issuing Bank) by 3:30 p.m., New York City time, on the requested date of such Swingline Loan.
(c) The Swingline Lender may by written notice given to the Administrative Agent not later than 11:00 a.m., New York City time, on any Business Day notify the Administrative Agent that the Swingline Lender is requesting that each Lender, and the Administrative Agent may (with the consent of Lenders holding more than 50% of the total Swingline Exposure) or shall (at the request of Lenders holding more than 50% of the total Swingline Exposure) 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 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 Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. In either such case (i) the Administrative Agent shall notify each Lender of the details thereof and of the amount of such Lender’s Revolving Loan or participation interest, as the case may be, 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 Loan hereunder shall have been fulfilled, or any other matter whatsoever, make the Revolving Loan required to be made by it, or purchase the participation required to be purchased 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 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 event that such Lender receives such notice at or after 12:00 noon, New York City time, on any Business Day, by no later than 1:00 p.m. New York City time on the immediately succeeding Business Day. 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 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 such its pro rata Revolving Lender’s Applicable Percentage of Commitment and any amounts paid by the Revolving Credit Commitments times the amount of such Swingline LoanBorrower pursuant to this Section 2.10 that are subsequently rescinded or avoided, or must otherwise be restored or returned. Each Swingline Loan Such liabilities shall be secured absolute and unconditional and without regard to the occurrence of any Default or the compliance by the Lien on Borrower with any of its obligations under the US Collateral in favor of Loan Documents. Whenever the Administrative Agent is reimbursed by the Borrower, for the account of the Swingline Lender, for any payment in connection with Swingline Loans and such payment relates to an amount previously paid by a Lender pursuant to this Section, the Administrative Agent will promptly pay over such payment to such Lender. The purchase of participations in a Swingline Loan or the making by the Lenders of a Revolving Loan pursuant to this paragraph shall constitute a US Obligation hereundernot relieve the Borrower of any default in the payment thereof.
Appears in 1 contract
Samples: Credit Agreement (Gci Liberty, Inc.)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender may in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to its sole discretion make Swingline Loans in Dollars Agreed Currencies to the US Borrower from time to time on and after during the Closing Date and until the Latest Maturity DateRevolving Credit Availability Period, in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the aggregate principal Dollar Amount of outstanding Swingline Loans exceeding $25,000,000, (ii) the Dollar Amount of the total Revolving Credit Exposures exceeding the aggregate Revolving Commitments or (iii) the Dollar Amount of the Swingline Lender’s Revolving Credit Exposure exceeding its Revolving Commitment, ; provided that, (w) that the Swingline Lender shall not be required to make any a Swingline Loan to refinance any an outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swingline Loans may be borrowedLoans.
(b) To request a Swingline Loan, prepaid the Company, or the Company on behalf of the Company,Borrower shall notify the Administrative Agent of such request (i) by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan in Dollars and reborrowed(ii) by irrevocable written notice (via a written Borrowing Request in a form approved by the Swingline Lender and signed by the Company, or the Company on behalf of the CompanyBorrower, promptly followed by telephonic confirmation of such request), not later than 12:00 noon, Local Time, two (2) Business Days before the day of a proposed Swingline Loan in a Foreign Currency. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), currency, Interest Period (in the case of a Eurocurrency Swingline Loan) and amount of the requested Swingline Loan and the account to which the proceeds of such Swingline Loan are to be credited. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Company or any other Company. The Swingline Lender shall bear interest only at make each Swingline Loan available to the relevant Borrower by means of a rate based on credit to an account of suchthe Borrower (as designated by such the Alternate Base Rate. Immediately upon Borrower in such notice) (or, in the making case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., Local Time, on the requested date of such Swingline Loan.
(c) The Swingline Lender may, by written notice given to the Administrative Agent not later than 10:00 a.m., Local Time, three (3) Business Days before the date of the proposed acquisition of participations, require the Revolving Lenders to acquire participations on such date in all or a portion of the Swingline Loans outstanding in the applicable Agreed Currency of such Swingline Loans. Such notice shall specify the applicable Agreed Currency of Swingline Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans and the Agreed Currency of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay in the applicable Agreed Currency to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Notwithstanding the foregoing, upon the occurrence of (i) the Maturity Date, (ii) any Event of Default described in clause (h) or (i) of Article VII, (iii) the date on which the Loans are accelerated, or (iv) the date on which the Commitments shall be terminated (each a “Swingline Participation Event”), each Revolving Lender shall be deemed to, and hereby irrevocably to absolutely and unconditionally agrees to, purchase acquire participations in all of the Swingline Loans outstanding in the applicable Agreed Currency of such Swingline Loans at such time in each case without notice or any further action from the Swingline Lender, any Lender a risk participation in such Swingline Loan in an amount equal to or the product Administrative Agent. Each Revolving Lender hereby absolutely and unconditionally agrees, promptly upon receipt of written notice from the Administrative Agent specifying such Revolving Lender’s Applicable Percentage of such Swingline Loan or Loans (and in any event, if such notice is received by 10:00 a.m., Local Time, on any Business Day no later than 4:00 p.m., Local Time on the Revolving Credit Commitments times third (3rd) Business Day after such notice is received and if such notice is received after 10:00 a.m., Local Time, “on a Business Day” shall mean no later than 9:00 a.m., Local Time on the amount fourth (4th) Business Day after such notice is received), to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of all such Swingline Loans in the applicable Agreed Currency of such Swingline LoanLoan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Company of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be secured by the Lien on the US Collateral in favor of made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Company (or other party on behalf of the Company) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall constitute be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Company for any reason. The purchase of participations in a US Obligation hereunderSwingline Loan pursuant to this paragraph shall not relieve the Company of any default in the payment thereof.
Appears in 1 contract
Samples: Credit Agreement (Fuller H B Co)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make swingline loans (“Swingline Loans in Dollars Loans”) to the US Borrower from time to time on and after the Closing Date and until the Latest Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not to exceed the Swingline Commitment, $15,000,000; provided that, that (wi) the Swingline Lender shall not be required to make any Swingline Loan to refinance any outstanding Swingline Loan, Loan and (xii) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Total Revolving Credit Extension will have, Fronting ExposureCommitment. Each Swingline Loan shall be in a minimum principal amount of 7878 WXXX:\98093729\19\40590.0004 not less than $50,000 100,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x1) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments or (2) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan2.05(d). Within the foregoing limits and subject to the terms and conditions set forth herein, Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of To request a Swingline Loan, each Revolving Lender the Borrower shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from notify the Swingline Lender (with a risk copy to the Administrative Agent) of such request by delivery of a written Borrowing Request, appropriately completed and signed by a Responsible Officer of the Borrower, not later than 1:00 p.m. on the day of a proposed Swingline Loan. The Swingline Lender shall make each Swingline Loan available to the Borrower on the same Business Day by means of a credit to the account designated in the related Borrowing Request or otherwise in accordance with the instructions of the Borrower (including, in the case of a Swingline Loan made to finance the reimbursement of any LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).
(b) The Swingline Lender may by written notice given to the Administrative Agent not later than 12:00 p.m. on any Business Day require the Revolving Lenders to purchase a participation on the Business Day following receipt of such notice in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which the Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Revolving Lender's Applicable Revolving Credit Percentage of such Swingline Loan in an amount equal or Swingline Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the product Administrative Agent, for the account of the Swingline Lender, such Lxxxxx's Applicable Revolving Credit Percentage of such Swingline Loan or Swingline Loans. Each Revolving Lender’s Applicable Percentage Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or any reduction or termination of the Revolving Credit Commitments times Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by effecting a wire transfer of immediately available funds, in the amount same manner as provided in Section 2.07 with respect to Revolving Loans made by such Revolving Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders pursuant to this Section 2.04(b)), and the Administrative Agent shall promptly remit to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participation in any Swingline Loan acquired pursuant to this Section 2.04(b), and thereafter any payment in respect of such Swingline Loan. Each Swingline Loan shall be secured by the Lien on the US Collateral in favor of made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower in respect of any Swingline Loan after receipt by the Swingline Lender of the proceeds of any sale of participations therein shall constitute be promptly remitted by the Swingline Lender to the Administrative Agent, and any such amount received by the Administrative Agent shall be promptly remitted by the Administrative Agent to each Revolving Lender that has made its payment pursuant to this Section 2.04(b) and to the Swingline Lender, as their interests may appear; provided that if and to the extent such payment is required to be funded to the Borrower for any reason, such payment shall be repaid to the Swingline Lender or the Administrative Agent, as the case may be, and thereafter to the Borrower. The purchase of participations in a US Obligation hereunderSwingline Loan pursuant to this Section 2.04(b) shall not relieve the Borrower of any default in the payment thereof.
(c) 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 by the time specified in Section 2.04(b), 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 greater of the Federal Funds Effective Rate from time to time in effect and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A certificate of the Swingline Lender submitted to 7979 WXXX:\98093729\19\40590.0004 any Revolving Lender (through the Administrative Agent) with respect to any amount owing under this clause shall be conclusive absent manifest error.
Appears in 1 contract
Swingline Loans. Subject (a) The Swingline Lender is authorized by the Lenders to, and shall make, Swingline Loans at any time (subject to SECTION 2.06(b)) to the terms Borrowers up to the amount of the sum of (i) the Swingline Loan Ceiling, upon a notice of Borrowing from Lead Borrower received by the Administrative Agent and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24(which notice, agrees to make Swingline Loans in Dollars to the US Borrower from time to time on and after the Closing Date and until the Latest Maturity Date, in an aggregate principal amount at any time outstanding not to exceed the Swingline CommitmentLender’s discretion, may be submitted prior to 3:00 p.m. on the Business Day on which such Swingline Loan is requested), plus (ii) any Permitted Overadvances; provided that, (w) that the Swingline Lender shall not be required obligated to make any Swingline Loan to refinance in its reasonable discretion if any outstanding Swingline LoanLender at such time is a Deteriorating Lender, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) unless the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 has entered into satisfactory arrangements with the Borrowers or such lesser amount as may be agreed by Lender to eliminate the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the ’s risk of full reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect with respect to such Swingline Loan. Within Swingline Loans shall be Prime Rate Loans bearing interest with reference to the foregoing limits Extended Term Prime Rate and shall be subject to periodic settlement with the terms and conditions set forth herein, Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at Lenders under SECTION 2.22 below.
(b) The Lead Borrower’s request for a rate based on the Alternate Base Rate. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments times the amount of such Swingline Loan. Each Swingline Loan shall be secured by deemed a representation that the Lien on applicable conditions for borrowing under SECTION 4.02 are satisfied (unless such conditions have been waived). If the US Collateral conditions for borrowing under SECTION 4.02 cannot in favor of fact be fulfilled, (x) the Lead Borrower shall give immediate notice (a “Noncompliance Notice”) thereof to the Administrative Agent and the Swingline Lender, and the Administrative Agent shall constitute promptly provide each Lender with a US Obligation hereundercopy of the Noncompliance Notice, and (y) the Required Lenders may direct the Swingline Lender to, and the Swingline Lender thereupon shall, cease making Swingline Loans (other than Permitted Overadvances) until such conditions can be satisfied or are waived in accordance with SECTION 9.
01. Unless the Required Lenders so direct the Swingline Lender, the Swingline Lender may, but is not obligated to, continue to make Swingline Loans commencing one (1) Business Day after the Noncompliance Notice is furnished to the Lenders. Notwithstanding the foregoing, no Swingline Loans (other than Permitted Overadvances) shall be made pursuant to this SECTION 2.06(b) if the Tranche A Credit Extensions and/or the aggregate outstanding amount of the Credit Extensions and Swingline Loans would exceed the limitations set forth in SECTION 2.01.
Appears in 1 contract
Swingline Loans. Subject (a) The Swingline Lender is authorized by the Lenders and shall, subject to the terms provisions of this Section, make Swingline Loans up to $50,000,000 in the aggregate outstanding at any time, consisting only of Base Rate Loans at the Extended Term Prime Rate, upon a notice of Borrowing received by the Administrative Agent and conditions set forth herein, the Swingline Lender in reliance upon (which notice, at the agreements of Swingline Lender’s discretion, may be submitted prior to 1:00 p.m. on the other Lenders set forth in this Section 2.24, agrees to make Business Day on which such Swingline Loan is requested). Swingline Loans in Dollars shall be subject to periodic settlement with the US Borrower from time to time on and after the Closing Date and until the Latest Maturity Date, in an aggregate principal amount at any time outstanding not to exceed the Swingline Commitment, Lenders under SECTION 2.7 below provided that, (w) that the Swingline Lender shall not be required obligated to make any Swingline Loan to refinance in its reasonable discretion if any outstanding Swingline LoanLender at such time is a Deteriorating Lender, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) unless the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 has entered into satisfactory arrangements with the Borrowers or such lesser amount as may be agreed by Lender to eliminate the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the ’s risk of full reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect with respect to such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, .
(b) Swingline Loans may be borrowedmade only in the following circumstances: (A) for administrative convenience, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation shall, at the Borrowers’ request, make Swingline Loans in such Swingline Loan in an amount equal reliance upon the Borrowers’ actual or deemed representations under SECTION 4.2, that the applicable conditions for borrowing are satisfied or (B) for Permitted Overadvances. If the conditions for borrowing under SECTION 4.2 cannot be fulfilled, the Borrowers shall give immediate notice thereof to the product of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments times the amount of such Swingline Loan. Each Swingline Loan shall be secured by the Lien on the US Collateral in favor of the Administrative Agent and the Swingline Lender (a “Noncompliance Notice”), and the Administrative Agent shall constitute promptly provide each Lender with a US Obligation hereundercopy of the Noncompliance Notice. If the conditions for borrowing under SECTION 4.2 cannot be fulfilled, the Required Lenders may direct the Swingline Lender to, and the Swingline Lender thereupon shall, cease making Swingline Loans (other than Permitted Overadvances) until such conditions can be satisfied or are waived in accordance with SECTION 9.
Appears in 1 contract
Samples: Credit Agreement (Zale Corp)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans in Dollars to the US Borrower in dollars from time to time on and after any Business Day during the Closing period from the Effective Date and until to the Latest tenth Business Day preceding the Maturity Date, Date in an aggregate principal amount at any time outstanding that will not to exceed result in the Swingline CommitmentExposure exceeding the Swingline Commitment or the sum of the total Revolving Exposures exceeding the total Commitments, provided thatthat the Swingline Lender shall not be obligated to make a Swingline Loan to refinance an outstanding Swingline Loan. Notwithstanding the foregoing, (wi) the Swingline Lender shall not be required to make any a Swingline Loan to refinance any outstanding Swingline Loan, if (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount Lender shall be in default of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, its obligations under this Agreement or (y) any Lender shall have notified the Initial US Revolving Credit Exposure shall 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 4.2 have not exceed been satisfied and such conditions remain unsatisfied as of the lesser requested time of (A) the aggregate Initial US Commitment making of such Swingline Loan and (B) the US Borrowing Base, and (zii) the Swingline Lender shall not be under any obligation to make any a Swingline Loan if it has, the Administrative Agent or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan the Required Lenders shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by have notified the Swingline Lender; provided that, notwithstanding Lender and the foregoing, any Swingline Loan may be Borrower in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal writing at least one Business Day prior to the entire unused balance date of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect Borrowing with respect to such Swingline Loan. Within Loan that the foregoing limits and subject to the terms and conditions set forth herein, Swingline Loans may be borrowed, prepaid in Section 4.2 have not been satisfied and reborrowed. Each Swingline Loan shall bear interest only at a rate based on such conditions remain unsatisfied as of the Alternate Base Rate. Immediately upon requested time of the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments times the amount of such Swingline Loan. Each Swingline Loan shall be secured by the Lien due and payable on the US Collateral maturity thereof, provided that in favor of no event shall such maturity be later than the Administrative Agent and shall constitute a US Obligation hereundertenth Business Day preceding the Maturity Date.
Appears in 1 contract
Samples: Credit Agreement (Toys R Us Inc)
Swingline Loans. Subject to (b) The Company shall provide the terms and conditions set forth herein, Agent irrevocable written notice (including notice via facsimile confirmed immediately by a telephone call) in the Swingline Lender in reliance upon the agreements form of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans in Dollars to the US Borrower from time to time on and after the Closing Date and until the Latest Maturity Date, in an aggregate principal amount at any time outstanding not to exceed the Swingline Commitment, provided that, (w) the Swingline Lender shall not be required to make a Notice of Borrowing of any Swingline Loan requested hereunder (which notice must be received by the Agent prior to refinance any outstanding Swingline Loan, 11:00 a.m. (xSan Francisco time) after giving effect to any Swingline Loan, on the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, requested Borrowing Date) specifying (yi) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Baseamount to be borrowed, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan which shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be Minimum Amount (unless otherwise agreed by the Swingline Lender; provided thatBank), notwithstanding and (ii) the foregoingrequested Borrowing Date, which shall be a Business Day. Unless the Swingline Bank has received notice prior to 12:00 Noon (San Francisco time) on such Borrowing Date from the Agent (including at the request of any Bank) (A) directing the Swingline Bank not to make the requested Swingline Loan may be as a result of the limitations set forth in an aggregate amount that is (x) required to finance the reimbursement proviso set forth in the first sentence of an LC Disbursement as contemplated by Section 2.05(e) subsection 2.06(a); or (yB) equal to the entire unused balance of the aggregate unused Revolving Credit Commitmentsthat one or more conditions specified in Article V are not then satisfied; then, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth hereinhereof, the Swingline Bank will, not later than 2:00 p.m. (San Francisco time) on the Borrowing Date specified in such Notice of Borrowing, make the amount of its Swingline Loan available to the Company by crediting the account of the Company on the books of BofA or if requested by the Company, by wire transfer in accordance with written instructions provided to
(c) The Company shall repay to the Swingline Bank in full on the Revolving Termination Date the aggregate principal amount of the Swingline Loans may be borrowedoutstanding on the Revolving Termination Date.
(d) With respect to any Swingline Loan, prepaid and reborrowed. Each for one Business Day during each successive ten -Business Day period the principal amount of such Swingline Loan shall bear interest only at be $0 (a rate based on "Clean-Up Day"). The Company shall prepay the Alternate Base Rate. Immediately upon the making outstanding principal amount of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan to the extent required so that a Clean- Up Day may occur in each such ten (10) - Business Day period as provided in this subsection 2.06(d) (which Swingline Loan may not be reborrowed until such Clean- Up Day has ended).
(e) If: (i) any Swingline Loan required to be prepaid under subsection 2.06(d) shall remain outstanding at 5:00 p.m. (San Francisco time) on the Business Day immediately prior to a Clean-Up Day and by such time on such Business Day the Agent shall have received neither: (A) a Notice of Borrowing delivered pursuant to Section 2.03 requesting that Revolving Loans be made pursuant to subsection 2.01 on the Clean-Up Day in an amount at least equal to the product of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments times the principal amount of such Swingline Loan. Each Swingline Loan shall be secured by the Lien on the US Collateral in favor of the Administrative Agent and shall constitute a US Obligation hereunder.; nor
Appears in 1 contract
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans in Dollars to the US Borrower Janus from time to time on and after the Closing Date date hereof and until the Latest earlier of the Maturity Date, Date and the termination of the Commitments in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the aggregate principal amount of all outstanding Swingline Commitment, provided thatLoans exceeding $75,000,000, (wii) the sum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans exceeding the Total Commitment then in effect or (iii) the aggregate principal amount of all outstanding Loans made to Janus exceeding $100,000,000; provided that the Swingline Lender shall not be required to make any a Swingline Loan to refinance any an outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be bear interest at a rate described in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan2.08(d). Within the foregoing limits and subject to the terms and conditions set forth herein, Janus may borrow, repay and reborrow Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of Loans.
(b) To request a Swingline Loan, each Revolving Lender Janus shall notify the Agent of such request by telephone (confirmed by telecopy), not later than 3:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be deemed to, irrevocable and hereby irrevocably and unconditionally agrees to, purchase from shall specify (i) the Swingline Lender a risk participation in requested date of such Swingline Loan in an amount equal (which shall be a Business Day), (ii) the Interest Period with respect to the product of such Revolving Lender’s Applicable Percentage requested Swingline Loan (which may not end after the Maturity Date), (iii) the amount of the Revolving Credit Commitments times requested Swingline Loan and (iv) the amount maturity of the requested Swingline Loan (which shall be no later than five Business Days after the date of such Swingline Loan). The Agent will promptly advise the Swingline Lender of any such notice received from Janus. The Swingline Lender shall make each Swingline Loan available to Janus by wire transfer of immediately available funds to account number 2020016039 maintained by Janus with Wells Fargo Bank (ABA #102000076), 6:00 p.m., New York City time, xx xhe requested date ox xxxx Xxingline Loan. Janus 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 telecopy notice (or telephone notice promptly confirmed by written or telecopy notice) to the Swingline Lender and to the Agent before 12:00 (noon), (New York time) on the date of prepayment at the Swingline Lender's address for notices in the Administrative Questionnaire.
(c) The Swingline Lender may by written notice given to the Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Agent will give notice thereof to each Lender, specifying in such notice such Lender's percentage of such Swingline Loan or Loans (which shall be equal to such Lender's Pro Rata Percentage). Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Agent, for the account of the Swingline Lender, such Lender's Pro Rata Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of an Event of Default or a Default or reduction or termination of the Total Commitment, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.02(c) with respect to Loans made by such Lender (and Section 2.02(c) shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Agent shall notify Janus of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be secured made to the Agent and not to the Swingline Lender. Any amounts received by the Lien Swingline Lender from Janus (or other party on behalf of Janus) in respect of a Swingline Loan after receipt by the US Collateral in favor Swingline Lender of the Administrative proceeds of a sale of participations therein shall be promptly remitted to the Agent; any such amounts received by the Agent shall be promptly remitted by the Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The purchase of participations in a Swingline Loan pursuant to this paragraph shall constitute a US Obligation hereundernot relieve Janus of any default in the payment thereof.
Appears in 1 contract
Samples: Competitive Advance and Revolving Credit Facility Agreement (Stilwell Financial Inc)
Swingline Loans. (a) Subject to the terms and conditions herein set forth hereinforth, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans in Dollars loans to the US Borrower at any time and from time to time on and or after the Closing Date and until the Latest earlier of the Revolving Credit Maturity DateDate and the termination of the Revolving Credit Commitments, in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the principal amount of all Swingline Loans exceeding $25,000,000 in the aggregate or (ii) the Aggregate Revolving Credit Exposure exceeding the Total Revolving Credit Commitment; provided that notwithstanding the foregoing, provided that, (w) the Swingline Lender shall not be required obligated to make any Swingline Loan to refinance any outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US at a time when a Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing BaseLender is a Defaulting Lender, and (z) unless the Swingline Lender shall not be under any obligation has entered into arrangements reasonably satisfactory to make any it and the Borrower to eliminate the Swingline Loan if it hasLender’s risk with respect to the Defaulting Lender’s participation in such Swingline Loans, or including by cash collateralizing such Credit Extension will have, Fronting ExposureDefaulting 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 minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal a minimum amount of outstanding Swingline Loans would not exceed the $100,000 and integral multiple of $100,000 in excess thereof. The Swingline Commitment after giving effect may be terminated or reduced from time to such Swingline Loantime as provided herein. Within the foregoing limits limits, the Borrower may borrow, pay or prepay and reborrow Swingline Loans hereunder, subject to the terms terms, conditions and conditions limitations set forth herein, Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan herein without any premium or penalty.
(b) The Borrower shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from notify the Swingline Lender by fax, or by telephone (promptly confirmed by fax), not later than 12:30 p.m. on the Business Day of a risk participation in such proposed Swingline Loan in an amount equal Loan. Such notice shall be delivered on a Business Day, shall be irrevocable and shall refer to this Agreement and shall specify the product of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments times the requested date (which shall be a Business Day) and amount of such Swingline Loan. The Swingline Lender shall make each Swingline Loan available to such Borrower by means of a credit to an account designated by the Borrower promptly on the date such Swingline Loan is so requested.
(c) 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 -(90-) 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 secured 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 Lien Administrative Agent not later than 11:00 a.m. on any Business Day require the US Collateral Revolving Credit Lenders to acquire participations on such Business Day in favor all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Credit Lenders will participate. The Administrative Agent will, promptly upon receipt of such notice, give notice to each Revolving Credit Lender, specifying in such notice such Lender’s Pro Rata Percentage of such Swingline Loan. In furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Revolving Credit Lender’s Pro Rata Percentage of such Swingline Loan. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving 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 2.02(c) with respect to Loans made by such Lender (and Section 2.02(c) shall apply, mutatis mutandis, to the payment obligations of the Lenders) and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Credit Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall constitute be promptly remitted to the Administrative Agent and be distributed by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The purchase of participations in a US Obligation hereunderSwingline 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
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to may make Swingline Loans in Dollars to the US any Borrower (other than a Borrower under an Ancillary Facility) from time to time on and after during the Closing Date and until the Latest Maturity DateAvailability Period, in an aggregate principal amount at any time outstanding that will not to exceed the Swingline Commitment, provided that, result in (wi) the Swingline Lender shall not be required to make any Swingline Loan to refinance any outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount Dollar Equivalent of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed exceeding $25,000,000, (ii) the Swingline Commitment after giving effect to such Swingline Loan(A) Aggregate Revolving Credit Exposure exceeding (B) the Aggregate Revolving Commitments minus the Aggregate Ancillary Commitments or (iii) the Aggregate Total Revolving Exposure exceeding the Aggregate Revolving Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the U.S. Borrower may borrow, prepay and reborrow Swingline Loans.
(b) To request a Swingline Borrowing, the applicable Borrower shall notify the Applicable Agent of such request by telephone (confirmed in a writing acceptable to the Applicable Agent if requested by the Applicable Agent), not later than 2:00 p.m., Chicago time, on the day of a proposed Swingline Loan in the case of Swingline Loans may be borroweddenominated in Dollars to the U.S. Borrower and not later than 10:00 a.m., prepaid and reborrowedLocal Time, on the day of any other proposed Swingline Loan. Each such notice shall be irrevocable and shall specify (i) the requested date (which shall be a Business Day), (ii) whether such Swingline Loan is to be denominated in Dollars or a Foreign Currency, (iii) the amount of the requested Swingline Borrowing, and (iv) 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 Applicable Agent shall promptly advise the Swingline Lender of any such notice received from a Borrower. The Swingline Lender and the applicable 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., Chicago time, on the day of a proposed Swingline Loan in the case of Swingline Loans denominated in Dollars to the U.S. Borrower and not later than 10:00 a.m., Local Time, on the day of any other proposed Swingline Loan then such Swingline Loan shall not be made. Any funding of a Swingline Loan by the Swingline Lender shall be 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., Local Time, to the account of the Applicable Agent most recently designated by it for such purpose by notice to the Swingline Lender. The Applicable Agent will make such Swingline Loan available to the applicable Borrower by promptly crediting the amounts so received, in like funds, to the general deposit account of the applicable Borrower with the Applicable Agent (or, in the case of a Swingline Borrowing made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).
(c) The Swingline Lender may by written notice given to the Applicable Agent not later than 1:00 p.m., Chicago time (or 11:00 a.m. London time in the case of any Swingline Loan denominated in any Foreign Currency or made to any Foreign Subsidiary Borrower), on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans. Such notice shall specify the aggregate amount of such Swingline Loans in which the Lenders will participate, and such amount of Swingline Loans, if denominated in Foreign Currency shall be converted to Dollars and shall bear interest only at a rate based on the Alternate Base Rate. Immediately Promptly upon receipt of such notice, the making Applicable Agent will give notice thereof to each Lender, specifying in such notice such Lender's Applicable Adjusted Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Applicable Agent, for the account of the Swingline Lender, such Lender's Applicable Adjusted Percentage of such Swingline Loan or Loans. Each 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 Swingline LoanDefault or reduction or termination of the Commitments, and that each Revolving such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall be deemed tocomply 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 Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and hereby irrevocably and unconditionally agrees to, purchase from the Applicable Agent shall promptly pay to the Swingline Lender a risk participation the amounts so received by it from the Lenders. The Applicable Agent shall notify the applicable Borrower of any participations in such any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments in an amount equal to the product respect of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments times the amount of such Swingline Loan. Each Swingline Loan shall be secured made to the Applicable Agent and not to the Swingline Lender. Any amounts received by the Lien Swingline Lender from the applicable Borrower (or other party on the US Collateral behalf of such Borrower) in favor respect of a Swingline Loan after receipt by such Swingline Lender of the Administrative proceeds of a sale of participations therein shall be promptly remitted to the Applicable Agent; any such amounts received by the Applicable Agent shall be promptly remitted by the Applicable Agent to the 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 constitute be repaid to such Swingline Lender or to the 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 US Obligation hereunderSwingline Loan pursuant to this paragraph shall not relieve the applicable Borrower of any default in the payment thereof.
Appears in 1 contract
Samples: Credit Agreement (Perrigo Co)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to may make Swingline Loans in Dollars to the US U.S. Borrower from time to time on and after during the Closing Date and until the Latest Maturity DateAvailability Period, in an aggregate principal amount at any time outstanding that will not to exceed the Swingline Commitment, provided that, result in (wi) the Swingline Lender shall not be required to make any Swingline Loan to refinance any outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed exceeding $30,000,000, (ii) the Swingline Commitment after giving effect to such Swingline Loan(A) Aggregate Revolving Credit Exposure plus the Aggregate Competitive Loans exceeding (B) the Aggregate Commitments minus the Aggregate Ancillary Commitments or (iii) the Aggregate Total Exposure exceeding the Aggregate Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the U.S. Borrower may borrow, prepay and reborrow Swingline Loans may be borrowedLoans.
(b) To request a Swingline Borrowing, prepaid and reborrowedthe U.S. Borrower shall notify the Applicable Agent of such request by telephone (confirmed in a writing acceptable to the Applicable Agent if requested by the Applicable Agent), not later than 12:00 noon, Local Time, on the day of a proposed Swingline Loan. Each such notice 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. The Applicable Agent shall promptly advise the Swingline Lender of any such notice received from the U.S. Borrower. The Swingline Lender and the U.S. 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 such proposed Swingline Loan then such Swingline Loan shall bear interest only at a rate based on the Alternate Base Overnight LIBOR Rate plus the Applicable Rate. Immediately upon the making Any funding of a Swingline Loan, each Revolving Loan by the Swingline Lender shall be deemed tomade in accordance with Section 2.02(a) on the proposed date thereof by wire transfer of immediately available funds by 3:00 p.m., and hereby irrevocably and unconditionally agrees toLocal Time, purchase from to the account of the Applicable Agent most recently designated by it for such purpose by notice to the Swingline Lender a risk participation in Lender. The Applicable Agent will make such Swingline Loan in an amount equal available to the product of such Revolving Lender’s Applicable Percentage U.S. Borrower by promptly crediting the amounts so received, in like funds, to the general deposit account of the Revolving Credit Commitments times U.S. Borrower with the Applicable Agent (or, in the case of a Swingline Borrowing made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank).
(c) The Swingline Lender may by written notice given to the Applicable Agent not later than 1:00 p.m., Local Time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans. Such notice shall specify the aggregate amount of such Swingline LoanLoans in which the Lenders will participate. Promptly upon receipt of such notice, the Applicable Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Adjusted Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Applicable Agent, for the account of the Swingline Lender, such Lender’s Applicable Adjusted Percentage of such Swingline Loan or Loans. Each 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 Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Applicable Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Applicable Agent shall notify the U.S. Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments in respect of such Swingline Loan shall be secured made to the Applicable Agent and not to the Swingline Lender. Any amounts received by the Lien Swingline Lender from the U.S. Borrower (or other party on the US Collateral behalf of such Borrower) in favor respect of a Swingline Loan after receipt by such Swingline Lender of the Administrative proceeds of a sale of participations therein shall be promptly remitted to the Applicable Agent; any such amounts received by the Applicable Agent shall be promptly remitted by the Applicable Agent to the 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 constitute be repaid to such Swingline Lender or to the Applicable Agent, as applicable, if and to the extent such payment is required to be refunded to the U.S. Borrower for any reason. The purchase of participations in a US Obligation hereunderSwingline Loan pursuant to this paragraph shall not relieve the U.S. Borrower of any default in the payment thereof.
Appears in 1 contract
Samples: Credit Agreement (Miller Herman Inc)
Swingline Loans. Subject (i) From time to time during the terms period commencing on the Fourth Amendment and conditions set forth hereinRestatement Date and ending on the Business Day immediately preceding the Revolver Expiration Date, the Swingline Lender agrees, in reliance upon the agreements of the other Revolver Lenders set forth in this Section 2.24, agrees to make Swingline Loans in Dollars to the US Borrower from time to time on and after the Closing Date and until the Latest Maturity Date, in an aggregate principal amount at any time outstanding not to exceed the Swingline Commitment, provided that, (w) the Swingline Lender shall not be required to make any Swingline Loan to refinance any outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits herein and subject to the terms and conditions set forth herein, to make Swingline Loans may be borrowed, prepaid and reborrowed. Each to Borrower in an aggregate principal amount not to exceed the Swingline Loan shall bear interest only Commitment; provided that, (x) unless Borrower has complied with Subsection 1.14, if at any time any Revolver Lender is a rate based on the Alternate Base Rate. Immediately upon Defaulting Lender, the making of a Swingline Loan, each Revolving Lender Loans shall be deemed toat the sole discretion of Swingline Lender, and hereby irrevocably and unconditionally agrees to, purchase from (y) that at any one time the Swingline Lender a risk participation in such Swingline Loan in an aggregate principal amount equal to the product of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments times Obligations outstanding may not exceed the Revolver Loan Commitment. Within the limits of and subject to the Available Revolver Loan Commitment, this Subsection 1.1(F) and Subsections 1.6, 1.7 and 1.8, amounts borrowed under this Subsection 1.1(F) may be repaid or prepaid and, at any time up to and including the Business Day immediately preceding the Revolver Expiration Date, reborrowed. If at any time the aggregate principal balance of the Swingline Loans then outstanding exceeds the Swingline Loan Commitment, Borrower shall be deemed to have requested Administrative Agent to make a Revolver Loan in the amount of such the difference in the manner and pursuant to the terms of Subsection 1.1(F)(iv).
(ii) At all times, the following terms shall apply to the Swingline Loan. Each Swingline Loan shall be secured by the Lien on the US Collateral in favor of the Administrative Agent and shall constitute a US Obligation hereunder.:
Appears in 1 contract
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans in Dollars to the US Borrower from time to time on and after during the Closing Date and until the Latest Maturity DateAvailability Period, in an aggregate principal amount at any time outstanding that will not to exceed the Swingline Commitment, provided that, result in (wi) the Swingline Lender shall not be required to make any Swingline Loan to refinance any outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed exceeding $50,000,000 or (ii) the Swingline Commitment after giving effect to such Swingline Loansum of the total Revolving Credit Exposures plus the aggregate principal amount of outstanding Competitive Loans exceeding the total Dollar Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans.
(b) All Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed tomade and maintained as (i) ABR Loans or (ii) Swingline Rate Loans and shall not be entitled to be converted into Eurocurrency Loans. The Borrower may, on any date of borrowing for Swingline Loans and hereby irrevocably and unconditionally agrees toprior to the time that an irrevocable notice requesting such Swingline Loans must be made pursuant to this Section 2.5(b), purchase request from the Swingline Lender a risk participation in quote of the Swingline Rate which would be applicable for such Swingline Loans, specifying the amount of the proposed Swingline Rate Loans and the maturity date thereof (which shall be no less than one and no more than five Business Days following such date of borrowing). Upon receipt of such quote, the Borrower shall promptly (but not later than the time that an irrevocable notice requesting such Swingline Loans must be made pursuant to this Section 2.5(b)) notify the Swingline Lender and the Administrative Agent whether it requests the Swingline Lender to make Swingline Rate Loans at such Swingline Rate. To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy or by electronic communication (if arrangements for doing so have been approved by the Administrative Agent)), not later than 12:00 noon, New York, New York time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day), the amount of the requested Swingline Loan and whether such Swingline Loan in shall be an amount equal ABR Loan or a Swingline Rate Loan. 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 the product Borrower by means of such Revolving Lender’s Applicable Percentage a credit to the general deposit account of the Revolving Credit Commitments times Borrower designated by the amount Borrower (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.6(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.
(c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire irrevocable and unconditional pro rata participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. In addition, upon the occurrence of any of the events described in paragraph (h), (i) or (j) of Article VII, each Lender shall automatically acquire a participation in all of the Swingline Loans then outstanding. Promptly upon receipt of such notice or the occurrence of any event described in paragraph (h), (i) or (j) of Article VII, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender's Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the Swingline Lender, such Lender's Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.8 with respect to Loans made by such Lender (and Section 2.8 shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be secured by the Lien on the US Collateral in favor of made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall constitute be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The purchase of participations in a US Obligation hereunderSwingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
SECTION 2.6. Letters of Credit (a) .
Appears in 1 contract
Samples: Credit Agreement (Borgwarner Inc)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.242.04, agrees to make (x) Swingline Loans in Dollars to the US Borrower Company from time to time on and during the Availability Period; provided that no such Swingline Loan shall be permitted if, after giving effect thereto, (i) the Closing Date and until the Latest Maturity Date, in an aggregate principal amount at any time of outstanding not to Swingline Loans would exceed the Swingline Commitment, Loan Sublimit or (ii) the aggregate Revolving Credit Exposures would exceed the total Revolving Commitments; provided that, (w) further that the Swingline Lender shall not be required to make any a Swingline Loan to refinance any an outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base RateLoans. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments times the amount of such Swingline Loan. Each .
(b) To request a Swingline Loan Loan, the Company shall be secured by the Lien on the US Collateral in favor of notify the Administrative Agent and Swingline Lender of such request, which may be given by telephone and shall be irrevocable. Each such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000 and (ii) the requested 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, appropriately completed and signed by a Responsible Officer of the Company. 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 2:00 p.m. on the date of the proposed Swingline Loan Borrowing (A) directing the Swingline Lender not to 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 such Swingline Loan available to 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 L/C Disbursement as provided in Section 2.05(c), by remittance to the relevant Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.
(i) The Swingline Lender at any time in its sole and absolute discretion may request, on behalf of the Company (which 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 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 Company with a copy of the applicable Borrowing Request promptly after delivering such notice to the Administrative Agent. Each Revolving Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Borrowing Request available to the Administrative Agent in Same Day Funds for the account of the Swingline Lender at the Administrative Agent’s Office not later than 1:00 p.m. 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 Company in such amount. The Administrative Agent shall remit the funds so received to the Swingline Lender.
(ii) If for any reason any Swingline Loan cannot be refinanced by such Base Rate Loan in accordance with clause (i), 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 Lenders fund its risk participation in the relevant Swingline Loan and such Revolving Lender’s payment to the Administrative Agent for the account of the Swingline Lender 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 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 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 Lender (through the Administrative Agent) with respect to any amounts owing under this clause (ii) shall be conclusive absent manifest error.
(iii) Each Revolving Lender’s obligation to make Base Rate Loans or to purchase and fund risk participations in Swingline Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swingline Lender, the Company or any other Person for any reason whatsoever, (B) the occurrence or continuance of a US Obligation hereunderDefault, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, 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 Company 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 on account of such Swingline Loan, the Swingline Lender will distribute to such Revolving Lender its Applicable Percentage thereof in the same funds as 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 9.08 (including pursuant to any settlement entered into by the Swingline Lender in its discretion), each Revolving Lender shall pay to the Swingline Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the applicable Overnight Rate. The Administrative Agent will make such demand upon the request of the Swingline
Appears in 1 contract
Swingline Loans. (a) Subject to the terms and conditions set forth herein, and, if such Swingline Loan is to bear interest at the Negotiated Rate, further subject to the agreement of the Swingline Lender in reliance upon and the agreements of Borrower with respect to the other Lenders set forth in this Section 2.24Negotiated Rate to be applied, the Swingline Lender agrees to make Swingline Loans in Dollars to the US Borrower from time to time on and after during the Closing Date and until the Latest Maturity DateAvailability Period, in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the aggregate principal amount of outstanding Swingline Commitment, Loans exceeding $30,000,000 or (ii) the sum of the total Revolving Credit Exposures exceeding the total Revolving Commitments; provided that, (w) that the Swingline Lender shall not be required to make any a Swingline Loan to refinance any an outstanding Swingline Loan. Notwithstanding the foregoing, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation required to make any a Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan (i) any Revolving Lender shall be in a minimum principal amount default of not less than $50,000 its obligations under this Agreement or such lesser amount as may be agreed by (ii) any Revolving Lender shall have notified the Swingline Lender; provided that, notwithstanding Lender and the foregoing, any Borrower in writing at least one Business Day prior to the date of Borrowing with respect to such Swingline Loan may be that the conditions set forth in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement Section 5.3 have not been satisfied and such conditions remain unsatisfied as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as requested time of the aggregate principal amount making of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such 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 may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of Loans.
(b) To request a Swingline Loan, each Revolving Lender the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 3:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be deemed toirrevocable and shall specify (i) the aggregate principal amount to be borrowed, (ii) the requested date of such Borrowing, and hereby irrevocably (iii) the amount of, and unconditionally agrees tothe length of the Swingline Interest Period for, purchase from each Swingline Loan, provided, however, that no such Swingline Interest Period shall end after the Business Day immediately preceding the Revolving Maturity Date. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall (with respect to Swingline Loans that bear interest at the Negotiated Rate, subject to its agreement with the Borrower on the Negotiated Rate to be applied thereto) make each Swingline Loan available to the Borrower by means of a risk participation credit to the general deposit account of the 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 2.9(e), by remittance to the Issuing Bank) by 3:30 p.m., New York City time, on the requested date of such Swingline Loan.
(c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day 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 10:00 a.m., New York City time, on any Business Day require that each Lender, at the option of the Borrower, (i) make a Revolving 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 Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. In either such case (i) the Administrative Agent shall notify each Lender of the details thereof and of the amount of such Lender’s Revolving Loan or participation interest, as the case may be, 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 Loan hereunder shall have been fulfilled, or any other matter whatsoever, make the Revolving Loan required to be made by it, or purchase the participation required to be purchased 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 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 event that such Lender receives such notice at or after 12:00 noon, New York City time, on any Business Day, by no later than 1:00 p.m. New York City time on the immediately succeeding Business Day. 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 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 such its pro rata Revolving Lender’s Applicable Percentage of Commitment and any amounts paid by the Revolving Credit Commitments times the amount of such Swingline LoanBorrower pursuant to this Section 2.10 that are subsequently rescinded or avoided, or must otherwise be restored or returned. Each Swingline Loan Such liabilities shall be secured absolute and unconditional and without regard to the occurrence of any Default or the compliance by the Lien on Borrower with any of its obligations under the US Collateral in favor of Loan Documents. Whenever the Administrative Agent is reimbursed by the Borrower, for the account of the Swingline Lender, for any payment in connection with Swingline Loans and such payment relates to an amount previously paid by a Lender pursuant to this Section, the Administrative Agent will promptly pay over such payment to such Lender. The purchase of participations in a Swingline Loan or the making by the Lenders of a Revolving Loan pursuant to this paragraph shall constitute a US Obligation hereundernot relieve the Borrower of any default in the payment thereof.
Appears in 1 contract
Swingline Loans. Subject to the terms and conditions set forth herein(a) The Administrative Agent, the Swingline Lender and the Lenders agree that in reliance upon order to facilitate the agreements administration of this Agreement and the other Credit Documents, promptly after the Company requests a borrowing of ABR Loans in accordance with the requirements of Article 5, the Swingline Lender may elect to have the terms of this Section 2.09(a) apply to such request by advancing, on behalf of the other Lenders and in the amount requested, same day funds to the Company on the date of the applicable borrowing to the account of the Company designated by the Company (each such Loan made solely by the Swingline Lender pursuant to this Section 2.09
(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 this Section 2.24, agrees to make Swingline Loans in Dollars to the US Borrower from time to time on and after the Closing Date and until the Latest Maturity Date, in an aggregate principal amount at any time outstanding not to exceed the Swingline Commitment, provided that, (w) the Swingline Lender shall not be required to make any Swingline Loan to refinance any outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure2.09(c). Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits and subject to all the terms and conditions set forth hereinapplicable to other ABR Loans funded by the Lenders, except that all payments thereon shall be payable to the Swingline Lender solely for its own account. The aggregate amount of Swingline Loans that may be borrowed, prepaid and reborrowed. Each outstanding hereunder shall not exceed $25,000,000 unless the Swingline Loan Lender agrees in its sole discretion; provided that the aggregate amount of Swingline Loans that may be outstanding hereunder shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon not exceed $50,000,000.
(b) Upon the making of a Swingline Loan (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 todeemed, without further action by any party hereto, to have unconditionally and hereby irrevocably and unconditionally agrees to, purchase purchased from the Swingline Lender a risk Lender, without recourse or warranty, an undivided interest and participation in such Swingline Loan in an amount equal proportion to the product of such its Revolving Lender’s Applicable Credit Commitment Percentage of the Revolving Credit Commitments times Commitment. The Swingline Lender may, at any time, require the amount 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 Administrative Agent shall promptly distribute to such Lender, such Lender’s Revolving Credit Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Swingline Loan. Each Swingline Loan shall be secured by the Lien on the US Collateral in favor of the Administrative Agent and shall constitute a US Obligation hereunder.
Appears in 1 contract
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender may, in its sole discretion in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.242.04, agrees to make Swingline Loans in Dollars to the US Borrower from time to time on and during the Revolving Availability Period (provided that such Swingline Lender shall not be required to make Swingline Loans after the Closing Date and until the Latest Maturity Date, Date applicable to the Class of Revolving Commitments held by such Swingline Lender) in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $100,000,000 (the “Swingline Sublimit”), or (ii) failure of any of the Credit Extension Conditions to exceed the Swingline Commitment, be satisfied; provided that, that (wx) the Swingline Lender shall not be required to make any a Swingline Loan to refinance any an outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans Loan and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be have any obligation, under any obligation this Agreement or otherwise, to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed requested by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit CommitmentsBorrower hereunder and may, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect its sole discretion, decline to such make a requested 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 may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base RateLoans. Immediately upon the making of a Swingline Loan, the Swingline Lender shall be deemed to grant, and each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Revolving Percentage (determined without regard to any separate Class or Classes of the Revolving Credit Commitments of such Lender) times the amount of such Swingline Loan.
(b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by (i) telephone or (ii) by submission of a Borrowing Request, provided that any such Borrowing Request (including by emailelectronic mail or facsimile) shall be submitted not later than 1:00 p.m. on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. 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 the Borrower by means of a wire transfer to an account designated by the Borrower (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the relevant Issuing Bank) by 3:00 p.m. the requested date of such Swingline Loan, 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 2:00 p.m. on the date of the proposed Borrowing of Swingline Loans (A) directing the Swingline Lender not to make such Swingline Loan as a result of the failure of the Credit Extension Conditions to be satisfied), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, in each case, other than as a result of a Permitted OveradvanceProtective Advance.
(c) Interest on each Swingline Loan shall be secured by the Lien payable on the US Collateral Interest Payment Date with respect thereto.
(d) The Administrative Agent shall (i) at any time when Swingline Loans in favor an aggregate principal amount of $10,000,000 or more are outstanding, at the request of the Swingline Lender in its sole discretion, or (ii) on the date that is seven days after the date on which a Swingline Loan was made, deliver on behalf of the Borrower a Borrowing Request pursuant to Section 2.03 for an ABR Revolving Borrowing in the amount of such Swingline Loans; provided, however, that the obligations of the Lenders to fund such Borrowing shall not be subject to the conditions set forth in Section 4.02.
(e) The Swingline Lender may by written notice given to the Administrative Agent not later than 12:00 noon on any Business Day require the Revolving Lenders to fund its participation interest on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate principal amount of Swingline Loans in which Revolving Lenders will fund its participation interest. Promptly upon receipt of such notice (but no later than 2:00 p.m. on such Business Day), the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Revolving Percentage of such Swingline Loan(s). Each Revolving Lender hereby absolutely and unconditionally agrees, upon timely receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Revolving Lender’s Applicable Revolving Percentage of such Swingline Loan(s). Each Revolving Lender acknowledges and agrees that its obligation to acquire and fund 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 (including any Class thereof), and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such 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 Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other Person on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall constitute be promptly remitted to the Administrative Agent, and any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph, ratably, and to the Swingline Lender, as their interests may appear. The purchase of participations in a US Obligation hereunderSwingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
Appears in 1 contract
Samples: Credit Agreement (Rite Aid Corp)
Swingline Loans. Subject (a) Agent, Swingline Lender and the Lenders agree that in order to facilitate the terms administration of this Agreement and conditions set forth hereinthe other Loan Documents, promptly after Borrower Representative requests a Revolving Loan, the Swingline Lender in reliance upon may elect to have the agreements terms of this Section 2.4 apply to such borrowing request by advancing, on behalf of the other Lenders with a Revolving Loan Commitment and in the amount requested, same day funds to Borrowers (each such Loan made solely by the Swingline Lender pursuant to this Section 2.4 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 this Section 2.24, agrees to make Swingline Loans in Dollars to the US 2.4(c). Each Borrower from time to time on and after the Closing Date and until the Latest Maturity Date, in an aggregate principal amount at any time outstanding not to exceed the Swingline Commitment, provided that, (w) hereby authorizes the Swingline Lender shall not be required to make any Swingline Loan to refinance any outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Baseto, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it hasshall, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth hereinherein (but without any further written notice required), deliver the amount of the Swingline Loan requested to the applicable Funding Account (i) on the same day if the Notice of Borrowing is received by Agent on or before 10:00 a.m. Central Time on a Business Day or (ii) on the immediately following Business Day if the Notice of Borrowing is received by Agent after 10:00 a.m. Central Time on a Business Day or on a day that is not a Business Day. The aggregate amount of Swingline Loans may be borrowed, prepaid and reborrowedoutstanding at any time shall not exceed $5,000,000. Each Swingline Lender shall not make any Swingline Loan shall bear interest only at a rate based on if the Alternate Base Rate. Immediately upon requested Swingline Loan exceeds Excess Availability (before giving effect to such Swingline Loan).
(b) Upon the making of a Swingline Loan (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 with a Revolving Lender Loan Commitment shall be deemed todeemed, without further action by any party hereto, to have unconditionally and hereby irrevocably and unconditionally agrees to, purchase purchased from the Swingline Lender a risk Lender, without recourse or warranty, an undivided interest and participation in such Swingline Loan in an amount equal proportion to the product of such Revolving Lender’s Applicable Percentage its Pro Rata Share of the Revolving Credit Commitments times Loan Commitment. The Swingline Lender may, at any time, require the applicable 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, Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Loan.
(c) Agent, on behalf of Swingline Lender, shall request settlement (a “Settlement”) with respect to Swingline Loans with the Lenders holding a Revolving Loan Commitment on at least a weekly basis or on any date that Agent elects, by notifying the applicable Lenders of such requested Settlement by facsimile, telephone, or e-mail no later than 12:00 p.m. Central Time on the date of such requested Settlement (the “Settlement Date”). Each applicable Lender (other than the Swingline Lender) shall transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Swingline Loan with respect to which Settlement is requested to Agent, to such account of Agent as Agent may designate, not later than 2:00 p.m., Central Time, on such Settlement Date. Settlements may occur during the existence of a Default and whether or not the applicable conditions precedent set forth in Section 4.2 have then been satisfied. Such amounts transferred to Agent shall be applied against the amounts of the Swingline Lender’s Swingline Loans and, together with such Swingline Lender’s Pro Rata Share of such Swingline Loan, shall constitute Revolving Loans of such Lenders, respectively. Each If any such amount is not transferred to Agent by any applicable Lender on such Settlement Date, the Swingline Loan Lender shall be secured by the Lien entitled to recover such amount on the US Collateral in favor of the Administrative Agent and shall constitute a US Obligation hereunderdemand from such Lender together with interest thereon.
Appears in 1 contract
Samples: Loan and Security Agreement (Ranger Energy Services, Inc.)
Swingline Loans. Subject to the terms and conditions set forth herein(a) The Administrative Agent, the Swingline Lender and the Revolving Lenders agree that in reliance upon order to facilitate the agreements 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 other 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 this Section 2.24, agrees to make Swingline Loans in Dollars to the US Borrower from time to time on and after the Closing Date and until the Latest Maturity Date, in an aggregate principal amount at any time outstanding not to exceed the Swingline Commitment, provided that, (w) the Swingline Lender shall not be required to make any Swingline Loan to refinance any outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure2.05(c). Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed subject to all the terms and conditions applicable to other ABR Loans funded by the Swingline Lender; provided thatRevolving Lenders, notwithstanding the foregoing, any Swingline Loan may except that all payments thereon shall be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal payable to the entire unused balance of Swingline Lender solely for its own account. In addition, during any Dominion Trigger Period, the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed Borrowers hereby authorize the Swingline Commitment after giving effect to such Lender to, and the Swingline Loan. Within the foregoing limits and Lender shall, subject to the terms and conditions set forth hereinherein (but without any further written notice required), not later than 1:00 p.m., Chicago time, on each Business Day, make available to the Borrowers by means of a credit to the Funding Account(s), the proceeds of a Swingline Loan 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 may be borrowed, prepaid and reborrowedoutstanding at any time shall not exceed $15,000,000. Each The Swingline Lender shall not make any Swingline Loan if the requested Swingline Loan exceeds Availability (before giving effect to such Swingline Loan). All Swingline Loans shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon be ABR Borrowings.
(b) Upon the making of a Swingline Loan (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 todeemed, without further action by any party hereto, to have unconditionally and hereby irrevocably and unconditionally agrees to, purchase purchased from the Swingline Lender a risk without recourse or warranty, an undivided interest and participation in such Swingline Loan in an proportion to its Applicable Percentage of the Revolving Commitment. 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 Administrative Agent shall 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 requested Settlement by facsimile, telephone, or e-mail no later than 12:00 noon Chicago time on the date of such requested Settlement (the “Settlement Date”). Each Revolving Lender (other than the Swingline Lender, in the case of the Swingline Loans) shall transfer the amount equal to the product of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments times outstanding principal amount of the amount 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 2:00 p.m., Chicago time, on such Settlement Date. Settlements may occur during the 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 Swingline Lender’s Swingline Loans and, together with Swingline Lender’s Applicable Percentage of such Swingline Loan, shall constitute Revolving Loans of such Revolving Lenders, respectively. Each Swingline Loan shall be secured by the Lien on the US Collateral in favor of If any such amount is not transferred to the Administrative Agent and by any Revolving Lender on such Settlement Date, the Swingline Lender shall constitute a US Obligation hereunderbe entitled to recover such amount on demand from such Lender together with interest thereon as specified in Section 2.07.
Appears in 1 contract
Swingline Loans. (a) Subject to the terms and conditions set forth herein, and only if no Stop Issuance Notice is in effect, the Swingline Lender may in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to its absolute discretion make Swingline Loans in Dollars to the US Borrower Borrowers from time to time on and after during the Closing Date and until the Latest Maturity DateRevolving Period, in an aggregate principal amount at any time outstanding that will not to exceed the Swingline Commitment, provided that, result in (wi) the Swingline Lender shall not be required to make any Swingline Loan to refinance any outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed exceeding the Swingline Commitment after giving effect to such Swingline LoanSublimit (ii) the Total Outstandings exceeding the Maximum Facility Availability. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans Loans.
(b) The Borrowers may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of request a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from by notifying the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving request by telephone (confirmed in writing (including telecopy or other electronic communication) if requested by the Swingline Lender’s Applicable Percentage ), not later than 12:30 p.m., New York City time, on the day of the Revolving Credit Commitments times the amount of such a proposed Swingline Loan. Each Swingline Loan such notice shall be secured irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Swingline Lender shall, if it elects to honor such request,
(c) The Swingline Lender may by written notice given to the Lien on the US Collateral in favor of Borrowers and the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day, require the Borrowers to give a Borrowing Request on such date for a Borrowing on the earliest date permitted by Section 2.03 of Revolving Loans in an amount sufficient to repay all outstanding Swingline Loans.
(d) Whether or not it shall have given a notice pursuant to Section 2.05(c), the Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding; provided that if the aggregate principal amount of Swingline Loans outstanding on the last Business Day of any week exceeds $5,000,000, then the Swingline Lender shall deliver such notice to the Administrative Agent on such last Business Day of such week and require the Lenders to acquire participations on such last Business Day of such week in all of the Swingline Loans then outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Revolving Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Xxxxxx’s Revolving Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall constitute not be affected by any circumstance whatsoever, including the occurrence and continuance of a US Obligation hereunder.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 Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.02 with respect to Revolving Loans made by such Lender (and Section
Appears in 1 contract
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans in Dollars to the US Borrower from time to time on and after the Closing Date date hereof and until the Latest earlier of the Maturity Date, Date and the termination of the Commitments in an aggregate principal amount at any time outstanding that will not to exceed the Swingline Commitment, provided that, result in (w) the Swingline Lender shall not be required to make any Swingline Loan to refinance any outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (Ai) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than all outstanding Swingline Loans exceeding $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) 40,000,000 or (yii) equal to the entire unused balance sum of the aggregate unused total Revolving Credit Commitments, in each case so long as Exposures plus the aggregate principal amount of outstanding Competitive Loans exceeding the Total Commitment then in effect. Each Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline LoanLoan shall bear interest at a rate described in Section 2.09(d). Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay and reborrow Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of Loans.
(b) To request a Swingline Loan, each Revolving Lender the Borrower shall notify the Agent of such request by telephone (confirmed by telecopy), not later than 3:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be deemed to, irrevocable and hereby irrevocably and unconditionally agrees to, purchase from shall specify (i) the Swingline Lender a risk participation in requested date of such Swingline Loan in an amount equal (which shall be a Business Day), (ii) the Interest Period with respect to the product of such Revolving Lender’s Applicable Percentage requested Swingline Loan (which may not end after the Maturity Date), (iii) the amount of the Revolving Credit Commitments times requested Swingline Loan and (iv) the amount maturity of the requested Swingline Loan (which shall be no later than five Business Days after the date of such Swingline Loan). The 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 the Borrower by wire transfer of immediately available funds to account number 4945027308 maintained by the Borrower with Wells Fargo Bank (ABA 121000248) by 6:00 p.m., New York City time, on xxx requested date of xxxx Xxxngline Loan. 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 telecopy notice (or telephone notice promptly confirmed by written or telecopy notice) to the Swingline Lender and to the Agent before 12:00 (noon), (New York time) on the date of prepayment at the Swingline Lender's address for notices in the Administrative Questionnaire.
(c) The Swingline Lender may by written notice given to the Agent not later than 10:00 a.m., New York City time, on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Agent will give notice thereof to each Lender, specifying in such notice such Lender's percentage of such Swingline Loan or Loans (which shall be equal to such Lender's Pro Rata Percentage). Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Agent, for the account of the Swingline Lender, such Lender's Pro Rata Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of an Event of Default or a Default or reduction or termination of the Total Commitment, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 2.02(c) with respect to Loans made by such Lender (and Section 2.02(c) shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be secured made to the Agent and not to the Swingline Lender. Any amounts received by the Lien Swingline Lender from the Borrower (or other party on the US Collateral in favor behalf of the Administrative Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Agent; any such amounts received by the Agent shall be promptly remitted by the Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The purchase of participations in a Swingline Loan pursuant to this paragraph shall constitute a US Obligation hereundernot relieve the Borrower of any default in the payment thereof.
Appears in 1 contract
Samples: 364 Day Competitive Advance and Revolving Credit Facility Agreement (Janus Capital Group Inc)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender may, in reliance upon the agreements of the other Lenders set forth in this Section 2.24its sole discretion, agrees to make Swingline Loans in Dollars to the US Borrower from time to time on and after during the Closing Date and until the Latest Maturity Date, Revolving Availability Period in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the aggregate principal amount of outstanding Swingline Commitment, provided thatLoans exceeding $100,000,000 or (ii) the sum of the total Revolving Exposures exceeding the lesser of (A) the total Revolving Commitments at such time and (B) the Borrowing Base Amount in effect at such time minus the sum of (1) the outstanding Term Loans at such time, (w2) the Other Revolving Exposures at such time and (3) the Additional Senior Debt at such time; provided that (i) the Swingline Lender shall not be required to make any a Swingline Loan to refinance any an outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment Loan and (B) the US Borrowing Base, and (zii) the Swingline Lender shall not be have any obligation, under any obligation this Agreement or otherwise, to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed requested by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit CommitmentsBorrower hereunder and may, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect its sole discretion, decline to such make a requested 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 may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of Loans.
(b) To request a Swingline Loan, each Revolving Lender the Borrower shall notify the Administrative Agent of such request by telephone, in writing (including by e-mail) or by facsimile not later than 1:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall be deemed to, irrevocable and hereby irrevocably shall specify the requested date (which shall be a Business Day) and unconditionally agrees to, purchase from amount of the requested Swingline Loan. 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 the Borrower by means of a risk participation wire transfer to an account designated by the Borrower (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.05(e), by remittance to the relevant Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.
(c) Interest on each Swingline Loan shall be payable on the Interest Payment Date with respect thereto.
(d) The Administrative Agent shall (i) at any time when Swingline Loans in an aggregate principal amount of $10,000,000 or more are outstanding, at the request of the Swingline Lender in its sole discretion, or (ii) on the date that is seven days after the date on which a Swingline Loan was made, deliver on behalf of the Borrower a Borrowing Request pursuant to Section 2.03 for an ABR Revolving Borrowing in the amount of such Swingline Loans; provided, however, that the obligations of the Lenders to fund such Borrowing shall not be subject to the conditions set forth in Section 4.02.
(e) The Swingline Lender may by written notice given to the Administrative Agent not later than 12:00 noon, New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice (but no later than 2:00 p.m., New York City time, on such Business Day), the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such Swingline Loan in an amount equal to the product of notice such Revolving Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon timely receipt of notice as provided above, to pay to the Revolving Credit Commitments times Administrative Agent, for the amount account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline LoanLoan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such 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 Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be secured by the Lien on the US Collateral in favor of made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other Person on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall constitute be promptly remitted to the Administrative Agent, and any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The purchase of participations in a US Obligation hereunderSwingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
(f) Swingline Loans also may be made available to the Borrower pursuant to any Other Revolving Commitment established by any Loan Modification Agreement or Refinancing Amendment, in each case as provided in such Loan Modification Agreement or Refinancing Amendment.
Appears in 1 contract
Samples: Credit Agreement (Rite Aid Corp)
Swingline Loans. Subject (a) Agent, Swingline Lender and the Lenders agree that in order to facilitate the terms administration of this Agreement and conditions set forth hereinthe other Loan Documents, promptly after Borrower Representative requests a Revolving Loan, the Swingline Lender in reliance upon may elect to have the agreements terms of this Section 2.4 apply to such borrowing request by advancing, on behalf of the other Lenders with a Revolving Loan Commitment and in the amount requested, same day funds to Borrowers (each such Loan made solely by the Swingline Lender pursuant to this Section 2.4 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 this Section 2.24, agrees to make Swingline Loans in Dollars to the US 2.4(c). Each Borrower from time to time on and after the Closing Date and until the Latest Maturity Date, in an aggregate principal amount at any time outstanding not to exceed the Swingline Commitment, provided that, (w) hereby authorizes the Swingline Lender shall not be required to make any Swingline Loan to refinance any outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Baseto, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it hasshall, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth hereinherein (but without any further written notice required), deliver the amount of the Swingline Loan requested to the applicable Funding Account (i) on the same day if the Notice of Borrowing is received by Agent on or before 10:00 a.m., Central Time, on a Business Day or (ii) on the immediately following Business Day if the Notice of Borrowing is received by Agent after 10:00 a.m., Central Time, on a Business Day or on a day that is not a Business Day. The aggregate amount of Swingline Loans may be borrowed, prepaid and reborrowedoutstanding at any time shall not exceed $13,500,000. Each Swingline Lender shall not make any Swingline Loan shall bear interest only at a rate based on if the Alternate Base Rate. Immediately upon requested Swingline Loan exceeds Excess Availability (before giving effect to such Swingline Loan).
(b) Upon the making of a Swingline Loan (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 with a Revolving Lender Loan Commitment shall be deemed todeemed, without further action by any party hereto, to have unconditionally and hereby irrevocably and unconditionally agrees to, purchase purchased from the Swingline Lender a risk Lender, without recourse or warranty, an undivided interest and participation in such Swingline Loan in an amount equal proportion to the product of such Revolving Lender’s Applicable Percentage its Pro Rata Share of the Revolving Credit Commitments times Loan Commitment. The Swingline Lender may, at any time, require the applicable Lenders to fund their participations in any such Swingline Loan. From and after the date, if any, on which any Lender is required to fund its participation in any Swingline Loan purchased hereunder, Agent shall promptly distribute to such Lender, such Lxxxxx’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by Agent in respect of such Swingline Loan.
(c) Agent, on behalf of Swingline Lender, shall request settlement (a “Settlement”) with respect to Swingline Loans with the Lenders holding a Revolving Loan Commitment on at least a weekly basis or on any date that Agent elects, by notifying the applicable Lenders of such requested Settlement by facsimile, telephone, or e-mail no later than 12:00 p.m., Central Time, on the date of such requested Settlement (the “Settlement Date”). Each applicable Lender (other than the Swingline Lender) shall transfer the amount of such Lxxxxx’s Pro Rata Share of the outstanding principal amount of the Swingline Loan with respect to which Settlement is requested to Agent, to such account of Agent as Agent may designate, not later than 2:00 p.m., Central Time, on such Settlement Date. Settlements may occur during the existence of a Default and whether or not the applicable conditions precedent set forth in Section 4.2 have then been satisfied. Such amounts transferred to Agent shall be applied against the amounts of the Swingline Lender’s Swingline Loans and, together with such Swingline Lender’s Pro Rata Share of such Swingline Loan, shall constitute Revolving Loans of such Lenders, respectively. Each If any such amount is not transferred to Agent by any applicable Lender on such Settlement Date, the Swingline Loan Lender shall be secured by the Lien entitled to recover such amount on the US Collateral in favor of the Administrative Agent and shall constitute a US Obligation hereunderdemand from such Lender together with interest thereon.
Appears in 1 contract
Samples: Loan and Security Agreement (Rubicon Technologies, Inc.)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender Lender, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.242.6, agrees to shall make Swingline Loans in Dollars to the US Borrower from time to time on and after in Dollars during the Closing Date and until the Latest Maturity DateRevolving Commitment Period, in an aggregate principal amount at any time outstanding that will not to exceed result in (i) the aggregate principal amount of outstanding Swingline Commitment, provided thatLoans exceeding $70,000,000, (wii) the aggregate Revolving Extensions of Credit exceeding the Availability then in effect; provided, that the Swingline Lender shall not be required to make any a Swingline Loan (i) to refinance any an outstanding Swingline Loan, Loan or (xii) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans if it shall determine (which determination shall be conclusive and LC Obligations shall not exceed the Aggregate Commitments, (ybinding absent manifest error) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if that it has, or by making such Credit Extension will Swingline Loan may have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, repay and reborrow Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments times the amount of such Swingline LoanLoans. Each Swingline Loan shall be secured by an ABR Loan.
(b) To request a Swingline Loan, the Lien on the US Collateral in favor of Borrower shall notify the Administrative Agent and the Swingline Lender of such request by telephone (promptly confirmed by telecopy), not later than 1:00 p.m., New York City time, on the day of a proposed Swingline Loan. Each such notice shall constitute be irrevocable and specify (y) the requested date (which shall be a US Obligation hereunderBusiness Day) and amount of the requested Swingline Loan, and (z) proper wire instructions for the same. 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 Revolving Lender) prior to 2:00 p.m. on the date of the proposed Swingline Loan (A) directing the Swingline Lender not to make such Swingline Loan as a result of the limitations set forth in Section 2.6(a), or (B) that one or more of the applicable conditions specified in Section 5.2 is not then satisfied, then, subject to the terms and conditions hereof, the Swingline Lender shall make each Swingline Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swingline Lender in immediately available funds by 3:00 p.m., New York City time, on the requested date of such Swingline Loan. Swingline Loans shall be made in an amount equal to $100,000 or a whole multiple of $100,000 in excess thereof.
(c) The Borrower shall have the right at any time and from time to time to repay, without premium or penalty, any Swingline Loan, in whole or in part, upon giving written or telecopy notice (or telephone notice promptly confirmed by written or telecopy notice) to the Swingline Lender and to the Administrative Agent before 3:00 p.m., New York City time on the date of repayment at the Swingline Lender’s address for notices specified in the Swingline Lender’s administrative questionnaire. All principal payments of Swingline Loans shall be accompanied by accrued interest on the principal amount being repaid to the date of payment.
(d) The Swingline Lender may and, at any time there shall be Swingline Loan outstanding for more than seven days, the Swingline Lender shall by written notice given to the Administrative Agent not later than 3:00 p.m., New York City time, on any Business Day require the Revolving Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Revolving Lender, specifying in such notice such Lender’s Revolving Percentage of such Swingline Loan or Loans. Each Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the account of the Swingline Lender, such Revolving Lender’s Revolving Percentage of such Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Revolving Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever (provided, that such payment shall not cause such Revolving Lender’s Revolving Extensions of Credit to exceed such Revolving Lender’s Revolving Commitment). Each Revolving Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 3.4 with respect to Loans made by such Lender (and Section 3.4 shall apply, mutatis mutandis, to the payment obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.
(e) If the Revolving Termination Date applicable to a Tranche shall have occurred at a time when other Tranches will remain outstanding, then on such Revolving Termination Date all then outstanding Swingline Loans with respect to such maturing Tranche 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 Revolving Termination Date); provided, that, if on the occurrence of such Revolving Termination Date (after giving effect to any repayments of Revolving Loans and any reallocation as contemplated in Section 3.4(d)), (i) there shall exist sufficient unutilized Revolving Commitments that will remain outstanding after the date thereof and (ii) the conditions set forth in Sections 5.2(a) and 5.2(b) shall be satisfied at such time so that the respective outstanding Swingline Loans could be incurred pursuant to such Revolving Commitments which will remain in effect after the occurrence of such Revolving Termination 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 such Revolving Commitments and such Swingline Loans shall not be so required to be repaid in full on such Revolving Termination Date.
(f) Notwithstanding anything to the contrary contained in this Agreement, in the event a Revolving Lender becomes a Defaulting Lender, then such Defaulting Lender’s Revolving Percentage in all outstanding Swingline Loans will automatically be reallocated among the Revolving Lenders that are Non-Defaulting Lenders pro rata in accordance with each Non-Defaulting Lender’s Revolving Percentage (calculated without regard to the Revolving Commitment of the Defaulting Lender), but only to the extent that such reallocation does not cause the Revolving Extensions of Credit of any Non-Defaulting Lender to exceed the Revolving Commitment of such Non-Defaulting Lender. If such reallocation cannot, or can only partially, be effected, the Borrower shall, within five Business Days after written notice from the Administrative Agent or such longer period as the Administrative Agent shall agree, pay to the Administrative Agent an amount of cash equal to such Defaulting Lender’s Revolving Percentage (calculated as in effect immediately prior to it becoming a Defaulting Lender) of the outstanding Swingline Loans (after giving effect to any partial reallocation pursuant to the first sentence of this Section 2.6(f)) to be applied to the repayment of such Swingline Loans. So long as there is a Defaulting Lender, the Swingline Lender shall not be required to lend any Swingline Loans if the sum of, without duplication, the Non-Defaulting Lenders’ Revolving Percentages of the outstanding Revolving Loans, L/C Obligations, Local Loans and Acceptances, and their participations in Swingline Loans after giving effect to any such requested Swingline Loans would exceed the aggregate Revolving Commitments of the Non-Defaulting Lenders (such excess, “Fronting Exposure”).
Appears in 1 contract
Samples: Asset Based Revolving Credit Agreement (Revlon Inc /De/)
Swingline Loans. Subject (A) Notwithstanding the provisions of Subsection 2.1(c)(ii), above, each Borrower may from time to time request the Swingline Bank to consider making a Prime Revolver Loan that will be a Swingline Loan to such Borrower. Each Borrower requesting a Swingline Loan shall give the Agent and the Swingline Bank a Notice of Borrowing on the date on which the Borrower desires such Swingline Loan to be made (such Loan's "Borrowing Date"), specifying (I) the principal amount of such Swingline Loan, (II) the aggregate amount of Swingline Loans outstanding, both before and after giving effect to such Swingline Loan, and (III) such Swingline Loan's Borrowing Date. Each Notice of Borrowing with respect to a Swingline Loan shall be irrevocable and shall be given to the terms Agent and the Swingline Bank by not later than 11:00 a.m. (Eastern Standard Time or Eastern Daylight Savings Time, as the case may be) on a Business Day.
(B) Any decision to make a Swingline Loan to a Borrower shall be in the sole and absolute discre tion of the Swingline Bank, and the Swingline Bank shall review each request for a Swingline Loan on a case-by-case basis. The Swingline Bank shall not make a Swingline Loan if it has actual notice, or has received notice from the Agent, any Bank or a Borrower, that an Event of Default has occurred and is continuing. Other than instances in which the Swingline Bank has actual notice, or has received notice from the Agent, any Bank or a Borrower, that an Event of Default has occurred and is continuing, in the event the Swingline Bank does not approve a Borrower's request for a Swingline Loan, the Notice of Borrowing delivered to the Agent request ing a Swingline Loan shall be treated as a Notice of Borrow ing for a Prime Revolver Loan pursuant to the provisions of Subsection 2.1(c)(ii), above, and such requested loan's Borrowing Date shall be deemed to be the earliest Borrowing Date provided for Prime Revolver Loans following delivery of such Notice of Borrowing to the Agent pursuant to such Sub section. This Agreement does not constitute a commitment, and the Swingline Bank shall not have any obligation, to make any Swingline Loan.
(C) Each Swingline Loan shall be in an amount of not less than Fifty Thousand Dollars ($50,000) and, if in an amount greater than Fifty Thousand Dollars ($50,000), shall be in whole multiples of Ten Thousand Dol lars ($10,000). No Swingline Loan shall (I) be in an amount greater than Five Million Dollars ($5,000,000), or (II) either individually or when aggregated with all other Swingline Loans, exceed the amount of the Swingline Bank's Proportionate Revolving Credit Commitment.
(D) If, after receiving a Notice of Borrowing with respect to a Swingline Loan, and upon such Borrower's fulfillment of all applicable conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees Bank elects to make a Swingline Loans in Dollars Loan available to the US Borrower from time to time on and after the Closing Date and until the Latest Maturity Date, in an aggregate principal amount at any time outstanding not to exceed the Swingline Commitment, provided that, (w) the Swingline Lender shall not be required to make any Swingline Loan to refinance any outstanding Swingline Loan, (x) after giving effect to any Swingline requesting such Loan, the aggregate Outstanding Amount Swingline Bank shall (I) notify such Borrower by 1:00 p.m. (Eastern Standard Time or Eastern Daylight Savings Time, as the case may be) on the specified Borrowing Date of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitmentssuch election, (yII) pay or deliver all funds so requested by such Borrower in the Initial US Revolving Credit Exposure shall not exceed Notice of Borrowing by the lesser end of (A) business on such Swingline Loan's Borrowing Date at the aggregate Initial US Commitment and (B) Principal Office of the US Borrowing BaseAgent, and (zIII) promptly notify the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments times the amount Agent of such Swingline Loan. Each Swingline Loan shall be secured by the Lien on the US Collateral in favor of the Administrative Agent and shall constitute a US Obligation hereunder.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Niagara Corp)
Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender in reliance upon the agreements of the other Lenders set forth in this Section 2.24, agrees to make Swingline Loans in Dollars to the US Borrower from time to time on and after prior to the Closing Date and until the Latest Maturity Date, in an aggregate principal amount at any time outstanding that will not to exceed the Swingline Commitment, provided that, result in (wi) the aggregate principal amount of outstanding Swingline Loans exceeding $10,000,000 or (ii) the total Revolving Credit Exposures of all Lenders exceeding the Aggregate Commitment; provided that Swingline Lender shall not be required to make any a Swingline Loan to refinance any an outstanding Swingline Loan, (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, . Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (y) the Initial US Revolving Credit Exposure shall not exceed the lesser of (A) the aggregate Initial US Commitment and (B) the US Borrowing Base, and (z) be evidenced by the Swingline Lender shall not be under any obligation to make any Swingline Loan if it has, or by such Credit Extension will have, Fronting ExposureNote. Each Swingline Loan shall be in a an integral multiple of $100,000 and in the minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan1,000,000. Within the foregoing limits and subject to the terms and conditions set forth herein, Borrower may borrow, prepay and reborrow Swingline Loans.
(b) Swingline Loans shall be repaid in full on the earlier of (i) the seventh (7th) Business Day following the advance of such Swingline Loan and (ii) the Maturity Date and may be borrowedrepaid in whole, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based but not in part, on the Alternate Base Rate. Immediately upon the making of one Business Day’s notice.
(c) To request a Swingline Loan, each Revolving Borrower shall deliver to Swingline Lender, not later than 9:00 A.M., Pacific time on the day of the proposed Swingline Loan, to the address designated in Section 2.5 or at such other address as Swingline Lender shall be deemed todesignate, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender an original Borrowing Notice (or facsimile thereof or “PDF” thereof transmitted by electronic mail) requesting a risk participation in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments times the amount of such Swingline Loan. Each such Borrowing Notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan, which shall comply with the provisions of paragraph (a) above. Notwithstanding the foregoing, Swingline Lender is authorized to rely upon the telephone request and acceptance of Xxxxxxx Xxxxxx, Xxxx Dell’Orto or Xxxxxx Xxxxxx as Borrower’s duly authorized agents, or such other and/or additional authorized agents as Borrower shall designate in writing to Swingline Lender. Borrower’s telephonic notices, requests and acceptance shall be directed to such officers of Swingline Lender as Swingline Lender may from time to time designate and shall be followed promptly with the original, facsimile or electronic mail Borrowing Notice required pursuant to the first sentence of this Section 2.19(c). Subject to the conditions set forth in Article 3, Swingline Lender shall make each Swingline Loan available to Borrower in immediately available funds by means of a credit to an account of Borrower with Swingline Lender.
(d) Swingline Lender may by written notice given to Lenders not later than 11:00 A.M., Pacific time, on any Business Day require Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify each Lender’s Pro Rata Share of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, upon receipt of notice as provided above, to pay to Swingline Lender, such Lender’s Pro Rata Share of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. 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 10.3 with respect to Loans made by such Lender. Administrative Agent shall notify Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be secured by the Lien on the US Collateral in favor of the made to Administrative Agent and not to Swingline Lender. Any amounts received by Swingline Lender from Borrower (or other party on behalf of Borrower) in respect of a Swingline Loan after receipt by Swingline Lender of the proceeds of a sale of participations therein shall constitute be promptly remitted to Administrative Agent; any such amounts received by Administrative Agent shall be promptly remitted by Administrative Agent to Lenders that shall have made their payments pursuant to this paragraph and to Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to Swingline Lender or to Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to Borrower for any reason. The purchase of participations in a US Obligation hereunderSwingline Loan pursuant to this paragraph shall not relieve Borrower of any default in the payment thereof.
Appears in 1 contract
Swingline Loans. (a) Subject to the terms and conditions and relying --------------- upon the representations and warranties set forth herein, the Swingline Lender Lender, in reliance upon the agreements of the other Lenders set forth in this Section 2.24its individual capacity, agrees to make Swingline Loans in Dollars to the US Borrower Company from time to time on and after from the Closing date hereof to but excluding the Swingline Termination Date and until as requested by the Latest Maturity Date, in an Company hereunder; provided that the aggregate principal amount at any time outstanding not to exceed the Swingline Commitment, provided that, (w) the Swingline Lender shall not be required to make any Swingline Loan to refinance any of all outstanding Swingline Loan, Loans (x) after giving effect to any Swingline Loan, the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and LC Obligations shall not exceed the Aggregate Commitments, (yamount requested) the Initial US Revolving Credit Exposure shall not exceed the lesser of (i) the Aggregate Commitment minus the sum of all outstanding Revolving Credit Loans and all L/C Obligations, and (ii) the Swingline Commitment.
(i) Whenever the Company desires a Swingline Loan advance hereunder, it shall give telephone notice promptly confirmed in writing to the Swingline Lender not later than 12:00 noon (Eastern Time) on the Business Day of the requested Swingline Loan advance. Each such notice shall be irrevocable and shall specify (A) the aggregate Initial US Commitment and that a Swingline Loan advance is requested, (B) the US Borrowing Base, date of the requested Swingline Loan advance (which shall be a Business Day) and (zC) the principal amount of the Swingline Loan advance requested. Each Swingline Loan shall have such maturity date as the Company and the Swingline Lender shall not be under agree upon receipt by the Swingline Lender of any obligation to make any such notice from the Company. The Swingline Lender shall initiate the transfer of funds representing the Swingline Loan if it has, or advance to the Company by such Credit Extension will have, Fronting Exposure. 3:00 p.m. (Eastern Time) on the Business Day of the requested borrowing.
(ii) Each Swingline Loan shall be in a minimum principal amount of not less than $100,000 and in integral multiples of $50,000 in excess thereof (or such lesser the remaining amount as may of the Swingline Commitment if less).
(iii) The principal amount of all Swingline Loans shall be due and payable not later than 12:00 noon (Eastern Time) on the earlier to occur of (A) the maturity date agreed to by the Swingline Lender; provided that, notwithstanding Lender and the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal Company with respect to the entire unused balance applicable Swingline Loan, and (B) the Swingline Termination Date.
(iv) The Swingline Lender may, at any time, in its sole discretion, by written notice to the Company and the Lenders, demand repayment of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed by way of an Advance of Revolving Credit Loans, in which case the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of a Swingline Loan, each Revolving Lender Company shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation to have requested an Advance of Base Rate Loans in such Swingline Loan in an amount equal to the product of such Revolving Lender’s Applicable Percentage of the Revolving Credit Commitments times the amount of such Swingline Loan. Each Swingline Loan Loans; provided that any such demand shall be secured by deemed to have been given one Business Day prior to the Lien Swingline Termination Date and on the US Collateral in favor date of the Administrative Agent occurrence of any Event of Default and shall constitute a US Obligation hereunderupon acceleration of the Obligations under Section 10.
Appears in 1 contract
Swingline Loans. (a) Subject to the terms and conditions set forth hereinhereof, the Swingline Lender may, in reliance upon the agreements its sole discretion (subject to subsection 2.5(b)), make a portion of the other Lenders Revolving Commitment Amount available to the Borrower by making swingline loans (each such loan, a "Swingline Loan") to the Borrower on any Business Day during the period from the Effective Date to the Termination Date in accordance with the procedures set forth in this Section 2.24, agrees to make Swingline Loans in Dollars to the US Borrower from time to time on and after the Closing Date and until the Latest Maturity Date, 2.5 in an aggregate principal amount at any one time outstanding not to exceed the lesser of (x) the Revolving Commitment Amount and (y) $25,000,000 (and notwithstanding the fact that such Swingline CommitmentLoans, when aggregated with the Swingline Lender's outstanding Revolving Loans, may exceed the Swingline Lender's Pro Rata Share of the Revolving Commitment Amount); provided thatthat at no time shall the sum of the outstanding principal amount of all Swingline Loans and Revolving Loans plus the Effective Amount of all L/C Obligations exceed the Revolving Commitment Amount. Subject to the other terms and conditions hereof, (wthe Borrower may borrow under this subsection 2.5(a), prepay pursuant to subsection 2.5(d) and reborrow pursuant to this subsection 2.5(a) from time to time; provided that the Swingline Lender shall not be required obligated to make any Swingline Loan to refinance any outstanding Loan.
(b) The Borrower shall provide the Paying Agent and the Swingline Loan, Lender irrevocable written notice (xincluding notice via facsimile confirmed promptly by a telephone call) after giving effect to of any Swingline LoanLoan requested hereunder (which notice must be received by the Swingline Lender and the Paying Agent prior to 1:00 p.m. (San Francisco time) on the requested Borrowing Date) specifying (i) the amount to be borrowed and (ii) the requested Borrowing Date, which shall be a Business Day. Upon receipt of such notice, the aggregate Outstanding Amount Swingline Lender will promptly confirm with the Paying Agent (by telephone or in writing) that the Paying Agent has received a copy of all Revolving Loanssuch notice from the Borrower and, if not, the Swingline Loans and LC Obligations shall not exceed Lender will provide the Aggregate Commitments, Paying Agent with a copy thereof. Unless the Swingline Lender has received notice prior to 2:00 p.m. (ySan Francisco time) on the Initial US Revolving Credit Exposure shall not exceed proposed Borrowing Date from the lesser Paying Agent (including at the request of any Lender)
(A) directing the aggregate Initial US Commitment and Swingline Lender not to make the requested Swingline Loan as a result of the limitations set forth in the proviso set forth in the first sentence of subsection 2.5(a) or (B) the US Borrowing Basethat one or more conditions specified in Article V is not then satisfied, and (z) the Swingline Lender shall not be under any obligation to make any Swingline Loan if it hasthen, or by such Credit Extension will have, Fronting Exposure. Each Swingline Loan shall be in a minimum principal amount of not less than $50,000 or such lesser amount as may be agreed by the Swingline Lender; provided that, notwithstanding the foregoing, any Swingline Loan may be in an aggregate amount that is (x) required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.05(e) or (y) equal to the entire unused balance of the aggregate unused Revolving Credit Commitments, in each case so long as the aggregate principal amount of outstanding Swingline Loans would not exceed the Swingline Commitment after giving effect to such Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth hereinhereof, Swingline Loans may be borrowed, prepaid and reborrowed. Each Swingline Loan shall bear interest only at a rate based on the Alternate Base Rate. Immediately upon the making of a Swingline Loan, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swingline Lender a risk participation in such may make the amount of the requested Swingline Loan in an amount equal available to the product of such Revolving Lender’s Applicable Percentage Borrower by crediting the account of the Revolving Credit Commitments times Borrower on the books of the Swingline Lender with the amount of such Swingline Loan. Each Swingline Loan shall be secured in an aggregate principal amount equal to $500,000 or a higher integral multiple of $100,000. The Swingline Lender will promptly notify the Paying Agent of the amount of each Swingline Loan.
(c) Principal of and accrued interest on each Swingline Loan shall be due and payable (i) on demand made by the Lien Swingline Lender at any time upon one Business Day's prior written notice to the Borrower furnished at or before 8:45 a.m. (San Francisco time) and (ii) in any event on the US Collateral in favor Termination Date. Interest on Swingline Loans shall be for the sole account of the Administrative Swingline Lender (except to the extent that the other Lenders have funded the purchase of participations therein pursuant to subsection 2.5(e)).
(d) The Borrower may, from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of the outstanding principal amount of any Swingline Loan, without incurring any premium or penalty; provided that
(i) each such voluntary prepayment shall require prior written notice given to the Paying Agent and the Swingline Lender no later than 1:00 p.m. (San Francisco time) on the day on which the Borrower intends to make a voluntary prepayment, and
(ii) each such voluntary prepayment shall constitute be in an amount equal to $500,000 or a US Obligation hereunderhigher integral multiple of $100,000 (or, if less, the aggregate outstanding principal amount of all Swingline Loans then outstanding). Voluntary prepayments of Swingline Loans shall be made by the Borrower to the Swingline Lender at such office in the continental United States as the Swingline Lender may designate by notice to the Borrower from time to time. All such payments shall be made in dollars and in immediately available funds no later than 2:00 p.m. (San Francisco time) on the date specified by the Borrower pursuant to clause (i) above (and any payment received later than such time shall be deemed to have been received on the next Business Day). The Swingline Lender will promptly notify the Paying Agent of the amount of each prepayment of Swingline Loans.
(e) If (i) any Swingline Loan shall remain outstanding at 9:00 a.m. (San Francisco time) on the Business Day immediately prior to a Business Day on which Swingline Loans are due and payable pursuant to subsection 2.5(c) and by such time on such Business Day the Paying Agent shall have received neither (A) a Notice of Borrowing delivered pursuant to Section 2.3 requesting that Revolving Loans be made pursuant to subsection 2.1(b) on such following Business Day in an amount at least equal to the aggregate principal amount of such Swingline Loans, nor
Appears in 1 contract
